8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 24, 2009

INUVO, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-32442	87-0450450
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15550 Lightwave Drive, Third Floor, Clearwater, FL	33760
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code 727-324-0046

not applicable

(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 (see General Instruction A.2. below):

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

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

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

¨   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.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On December 24, 2009 Inuvo, Inc. entered into the Second Amended and Restated Loan Agreement with Wachovia Bank, N.A.(“Wachovia”) pursuant to which we have restructured our obligations with Wachovia to reallocate the amounts owed to the bank between the term note and the credit note and to extend the due date of the remaining portion of the obligations. Under the terms of the Second Amended and Restated Loan Agreements, which have superseded all prior loan agreement with Wachovia,

·

we have issued Wachovia the Second Amended and Restated Revolving Credit Promissory Note in the principal amount of $5,300,000 (the “Credit Note”) and the Second Amended and Restated Term Promissory Note in the principal amount of $4,142,806.14 (the “Term Note”),

·

both the Credit Note and Term Note bear interest at the rate of LIBOR plus 7%, with a floor of 7%, and are due on March 31, 2011,

·

prior to the restructure, we owed Wachovia approximately $6.4 million under the previous credit note, with a maximum borrowing of $8,000,000. As described below, the maximum borrowing was reduced by $2.7 million and reallocated to the balance of the Term Note. We are permitted to have aggregate principal advances outstanding under this Credit Note of the greater of (i) $5.3 million or (ii) 80% of eligible accounts receivable less reserves plus an “over-advance” of $2.1 million through May 31, 2010 which, over time, is reduced to $1.0 million at January 1, 2011, which remains at that level through maturity of the Credit Note,

·

prior to the restructure, we owed Wachovia approximately $1.44 million under the previous term note. As part of the restructure, this amount was increased by $2.7 million,

·

our obligations under the loan agreement and the notes continue to be secured by a first priority lien, in favor of Wachovia, on all of our assets, including the stock of each of our operating subsidiaries, and are subject to certain financial covenants,

·

we agreed to reduce the amounts owed Wachovia by $150,000 at closing, $375,000 on or before December 31, 2009 and $250,000 on or before both March 31, 2010 and July 31, 2010. In addition, 25% of all net proceeds from equity sales made by us after July 31, 2010 and 100% of the net proceeds from the sale of any collateral or subsidiary will be used to further reduce our obligations to Wachovia. Under the terms of the loan agreement, we used funds from the exercise of warrants as previously disclosed and from the sale of our stock described in Item 8.01 below for these reductions,

·

the amounts due under the notes can be accelerated if an event of default occurs as described in the notes, and

·

our outstanding $475,000 letter of credit must be terminated or replaced by the maturity date of the notes.  The availability under the Credit Note will be reduced by the outstanding balance of this letter of credit.

The Second Amended and Restated Loan Agreement, Second Amended and Restated Term Promissory Note and Second Amended and Restated Revolving Credit Promissory Note are filed as Exhibits 10.46, 10.47 and 10.48, respectively, hereto.

Item 7.01

Regulation FD Disclosure.

On December 29, 2009 we issued a press release announcing the completion of the Wachovia restructure and the sale of the securities described in Item 8.01 of this report. A copy of the press release is filed as Exhibit 99.1 to this report.

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished pursuant and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by

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reference into any filing of Inuvo, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 8.01

Other Events.

On December 16, 2009 we entered into subscription agreements for the sale of an aggregate of 16,740,000 shares of our common stock at a purchase price of $0.25 per share resulting in gross proceeds to us of $4,185,000. This offering was an at the market offering conducted as a takedown from our shelf registration statement which was declared effective by the Securities and Exchange Commission in January 2007. Under the terms of the subscription agreements, the closing of the offering was subject to the restructure of our Wachovia obligations and the proceeds from the subscriptions were deposited in escrow pending satisfaction of the closing condition. On December 28, 2009 following the restructure of the Wachovia obligations as described earlier in this report, the offering was closed. Included purchasers in this offering along with several institutional investors were members of our Board of Directors, their affiliates, and ou r executive officers who purchased an aggregate of $1,685,750 in the offering upon the same terms and conditions as the other investors. We did not engage the services of an underwriter or placement agent in this offering, but we have paid a finder’s fee of $48,000 to G Select Securities LLC, a broker dealer and member of FINRA.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

10.46	Second Amended and Restated Loan Agreement dated December 24, 2009 with Wachovia Bank, N.A
10.47	Second Amended and Restated Term Promissory Note in the principal amount of $4,142,806.14 to Wachovia Bank, N.A. dated December 24, 2009.
10.48	Second Amended and Restated Revolving Credit Promissory Note in the principal amount of $5,300,000 to Wachovia Bank, N.A. dated December 24, 2009.
10.49	Subscription Agreement.
99.1	Press release dated December 29, 2009

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SIGNATURES

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.

	INUVO, INC.
Date: December 29, 2009	By:	/s/ Gail L. Babitt
		Gail L. Babitt Chief Financial Officer

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EX-10.46

Exhibit 10.46

Second Amended and Restated Loan Agreement

 dated December 24, 2009 with Wachovia Bank, N.A.

SECOND AMENDED AND RESTATED LOAN AGREEMENT

Wachovia Bank, National Association

301 South Tryon Street

Charlotte, North Carolina 28202

(Hereinafter referred to as "Bank")

Inuvo, Inc. (f/k/a Kowabunga!, Inc., f/k/a Think Partnership Inc.), a Nevada corporation

15550 Lightwave Drive, 3^rd Floor

Clearwater, Florida 37760

(Hereinafter referred to as "Borrower")

The Guarantors identified on the Signature Pages hereto

(Hereinafter collectively referred to as "Guarantors")

This Loan Agreement (as amended, restated, supplemented or modified from time to time, the "Agreement") is entered into as of December 24, 2009 (the "Closing Date") between Bank, Borrower and Guarantors. This Agreement is an amendment and restatement of that certain Amended and Restated Loan Agreement dated as of February 27, 2008 between Bank and Borrower (as amended, restated, supplemented or modified prior to the date hereof, the "Existing Loan Agreement").

This Agreement applies to the loan or loans (individually and collectively, the "Loan") evidenced by the Second Amended and Restated Revolving Credit Promissory Note, as of the date hereof (as amended, restated, supplemented or modified from time to time, the "Revolving Credit Note") and the Second Amended and Restated Term Promissory Note, as of the date hereof (as amended, restated, supplemented or modified from time to time, the "Term Note"; collectively with the Revolving Credit Note, the "Note"), the standby letters of credit issued hereunder (each, a "Letter of Credit" and collectively, the "Letters of Credit") and all Loan Documents. The terms "Loan Documents" and "Obligations," as used in this Agreement, are defined in the Note. All capitalized terms used and not defined herein shall have the meanings assigned thereto in the other Loan Documents. All terms that are used but not otherwise defined in any of the Loan Documents shall have the definitions provided in the Uniform Commercial Code.

Relying upon the covenants, agreements, representations and warranties contained in this Agreement, Bank is willing to extend credit to Borrower upon the terms and subject to the conditions set forth herein, and Bank and Borrower agree as follows:

REAFFIRMATIONS BY BORROWER AND GUARANTORS. Acknowledgment of Obligations. Borrower and Guarantors hereby acknowledge, confirm and agree that, as of December 22, 2009, (a) Borrower is indebted to Bank in respect of the Revolving Credit Note in the principal amount of $6,313,283.38, (b) Borrower is indebted to Bank in respect of the Term Note in the aggregate principal amount of $1,442,806.14 and (c) Letter of Credit #SM227727 remains outstanding and undrawn in the face amount of $475,000. All such Loans, together with interest accrued and accruing thereon, and all other Obligations, fees, costs, expenses and other charges now or hereafter payable by Borrower to Bank, in accordance with the Loan Documents

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and the Swap Agreements (including this Agreement), are unconditionally owing by Borrower and Guarantors to Bank without offset, defense or counterclaim of any kind, nature or description whatsoever. Acknowledgment of Security Interests. Borrower and Guarantors hereby acknowledge, confirm and agree that Bank has and shall continue to have valid, enforceable and perfected first-priority liens upon and security interests in the Collateral heretofore granted to Bank pursuant to the Loan Documents or otherwise granted to or held by Bank.

LETTERS OF CREDIT. The single existing Letter of Credit under the Existing Loan Agreement (Letter of Credit number SM227727 dated September 26, 2007 in the current face amount of $475,000) shall be deemed to have been issued pursuant hereto, and from and after December 24, 2009, shall be subject to and governed by the terms and conditions hereof. Bank shall have no obligation to issue any additional Letters of Credit nor honor any requests for issuance of Letters of Credit by Borrower. Bank shall give beneficiary of the outstanding Letter of Credit notice of non-renewal for such outstanding Letter of Credit in accordance with Bank’s customary practices. Borrower remains obligated to reimburse Bank immediately for any draw on any Letter of Credit.

LETTER OF CREDIT FEES. Borrower shall pay to Bank, at such times as Bank shall require, Bank's standard fees in connection with Letters of Credit, as in effect from time to time.

REPRESENTATIONS. Borrower represents on the date hereof and on the date of any Advance (as defined in the Note) that: Accurate Information. All information furnished to Bank was, at the time furnished, complete and correct in all material respects. Any such information relating to Borrower's and its Subsidiaries’ financial condition accurately reflects Borrower's and its subsidiaries’ financial condition as of the date(s) thereof, (including all contingent liabilities of every type), and Borrower further represents that its financial condition has not changed materially or adversely since the date(s) of such documents. Authorization; Non-Contravention. The execution, delivery and performance by Borrower and Guarantors of this Agreement and other Loan Documents to which it is a party are within its power, have been duly authorized as may be required and, if necessary, by making appropriate filings with any government al agency or unit and are the legal, binding, valid and enforceable obligations of Borrower and Guarantors; and do not (i) contravene, or constitute (with or without the giving of notice or lapse of time or both) a violation of any provision of applicable law, a violation of the organizational documents of Borrower or Guarantors, or a default under any agreement, judgment, injunction, order, decree or other instrument binding upon or affecting Borrower or Guarantors, (ii) result in the creation or imposition of any lien (other than the lien(s) created by the Loan Documents) on any of Borrower's assets or Guarantor’s assets, or (iii) give cause for the acceleration of any obligations of Borrower or any of it subsidiaries to any other creditor. Asset Ownership. Borrower and Guarantors have good and marketable title to all of the properties and assets reflected on the balance sheets and financial statements (and as disclosed in the notes thereto) supplied to Bank by Borrower, and all such properties and as sets are free and clear of mortgages, security deeds, pledges, liens, charges, and all other encumbrances, except: (a) liens for taxes, assessments and other governmental charges or levies (excluding any lien imposed pursuant to any of the provisions of ERISA) not yet due or as to which the period of grace (not to exceed thirty (30) days), if any, related thereto has not expired or which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP, (b) liens existing on any property or asset prior to the acquisition thereof by Borrower or any Guarantor (as defined in the guaranty agreement of even date herewith by and among the

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domestic subsidiaries of Borrower and Bank, the "Guaranty Agreement") or existing on any property or asset of any entity that becomes a Guarantor after the date of consummation of such acquisition prior to the time such entity becomes a Guarantor, (c) liens in favor of Bank and (d) as otherwise disclosed to Bank by Borrower in writing and approved by Bank (collectively, "Permitted Liens"). Discharge of Liens and Taxes. Borrower and Guarantors have duly filed, paid and/or discharged all taxes or other claims that may become a lien on any of its property or assets, except to the extent that such items are being appropriately contested in good faith and an adequate reserve for the payment thereof is being maintained. Sufficiency of Capital. On and as of the Closing Date and after giving effect to all indebtedne ss being incurred or assumed and liens created by the Loan Agreement in connection therewith and on and as of the date of each Advance and after giving effect thereto (a) the sum of the assets, at a fair valuation on a going concern basis, of Borrower and its subsidiaries taken as a whole will exceed its debts; (b) Borrower and its subsidiaries taken as a whole has not incurred and does not intend to incur, and does not believe it will incur, debts beyond its ability to pay as these debts mature; and (c) Borrower and its subsidiaries taken as a whole will have sufficient capital with which to conduct its business. Compliance with Laws. Borrower represents that Borrower and any subsidiary and affiliate of Borrower and any Guarantor are in compliance in all respects with all federal, state and local laws, rules and regulations applicable to its properties, operations, business, and finances, including, without limitation, any federal or state laws relating to liquor (including 18 U.S.C. § 3617, et seq.) o r narcotics (including 21 U.S.C. § 801, et seq.) and/or any commercial crimes; all applicable federal, state and local laws and regulations intended to protect the environment; and the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), if applicable. None of Borrower, or any subsidiary or affiliate of Borrower or any Guarantor is a Sanctioned Person or has any of its assets in a Sanctioned Country or does business in or with, or derives any of its operating income from investments in or transactions with, Sanctioned Persons or Sanctioned Countries in violation of economic sanctions administered by OFAC. The proceeds from the Loan will not be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Country. "OFAC" means the U.S. Department of the Treasury’s Office of Foreign Assets Control. "Sanctioned Country" means a country subject to a sanctions program identified on th e list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/programs/index.shtml, or as otherwise published from time to time. "Sanctioned Person" means (i) a person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/enforcement/ofac/sdn/index.shtml, or as otherwise published from time to time, or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or (C) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC. Organization and Authority. Each corporation, partnership or limited liability company of Borrower and it subsidiaries, as applicable, is duly created, validly existing and in good standing under the laws of the state of its organization, and has all powers, governmental licenses, authorizations, consents and approvals required to operate its business as now conducte d. Each corporation, partnership or limited liability company of Borrower and its subsidiaries, as applicable, is duly qualified, licensed and in good standing in each jurisdiction where qualification or licensing is required by the nature of its business or the character and location of its property, business or customers, except to the extent that failure to qualify or be licensed, as the case may be, in the aggregate, would have a material adverse effect on the business, financial position, results of

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operations, properties or prospects of Borrower and Guarantors. No Litigation. Except as set forth on Schedule 1 hereto, there are no pending or threatened suits, claims or demands against Borrower and Guarantors that have not been disclosed to Bank by Borrower in writing, and approved by Bank. Financial Condition of Borrower. The financial statements which Borrower has submitted to Bank to induce it to make the Loan are correct and complete, and fairly present the financial condition of the Borrower and its subsidiaries on the dates thereof and the results of its operations for the periods then ended. No Default. Borrower and Guarantors are not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which each is a party, except for defaults that would not normally be expected to have a material ad verse effect on Borrower’s financial condition or results of operations. To Borrower's knowledge, no default has occurred under any Permitted Liens. ERISA. Each employee pension benefit plan, as defined in ERISA, maintained by Borrower meets, as of the date hereof, the minimum funding standards of ERISA and all applicable regulations thereto and requirements thereof, and of the Internal Revenue Code of 1986, as amended. No "Prohibited Transaction" or "Reportable Event" (as both terms are defined by ERISA) has occurred with respect to any such plan.

AFFIRMATIVE COVENANTS. Borrower agrees that from the date hereof and until final payment in full of the Obligations, unless Bank shall otherwise consent in writing, Borrower will, and will cause each Guarantor to: Access to Books and Records. Allow Bank, or its agents, during normal business hours, access to the books, records and such other documents of Borrower and the Guarantors as Bank shall reasonably require, and allow Bank to inspect, audit and examine the same and to make extracts therefrom and to make copies. Such access and inspection after the occurrence and during the continuance of a Default (as defined in the Note) at Borrower’s own reasonable cost and expense.  Business Continuity. Conduct its business in substantially the same manner as such business is now and has previously been conducted, or following disclosure to and approval by Bank. Certificate of Full Compliance. Deliver to Bank, with the fin ancial statements required herein, a certification by Borrower's Chief Financial Officer that Borrower and Guarantors are in full compliance with the Loan Documents. Compliance with Other Agreements. Comply with all terms and conditions contained in this Agreement, and any other Loan Documents, and swap agreements, if applicable, as defined in the 11 U.S.C. § 101, as in effect from time to time. Estoppel Certificate. Furnish, within 15 days after request by Bank, a written statement duly acknowledged of the amount due under the Loan and identifying each outstanding Letter of Credit, if any, and whether offsets or defenses exist against the Obligations. Insurance. Maintain adequate insurance coverage with respect to its properties and business against loss or damage of the kinds and in the amounts customarily insured against by companies of established reputation engaged in the same or similar businesses including, without limitation, commercial general liability insurance, workers compensation insurance, and business interruption insurance. Maintain Properties. Maintain, preserve and keep its property in good repair, working order and condition, making all replacements, additions and improvements thereto necessary for the proper conduct of its business, unless prohibited by the Loan Documents. Notice of Default and Other Notices. (a) Notice of Default. Furnish to Bank immediately upon becoming aware of the existence of any condition or event which constitutes a Default (as defined in the Loan Documents) or any event which, upon the giving of notice or lapse of time or both, may become a Default, written notice specifying the nature and period of existence thereof and the actions which Borrower and the Guarantors are taking or propose to take with respect thereto. (b) Other Notices. Promptly notify Bank in writing of (i) any material adverse change in Borrower’s or any of the Guarantors’ financial condition or its business; (ii)

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any default, except as disclosed in Schedule 1 annexed hereto, under any material agreement, contract or other instrument to which it is a party or by which any of its properties are bound, or any acceleration of the maturity of any indebtedness owing by Borrower or any of the Guarantors; (iii) any material adverse claim against or affecting Borrower or any of the Guarantors or any part of their respective properties; (iv) the commencement of, and any material determination in, any litigation with any third party or any proceeding before any governmental agency or unit affecting Borrower or any of the Guarantors; (v) at least 30 days prior thereto, any change in Borrower's or any of the Guarantors’ names or address as shown above; and (vi) any change in Borrower's or any of the Guarantors’ structure. Other Financial Information. Deliver promptly such other information regarding the o peration, business affairs, and financial condition of Borrower which Bank may reasonably request. Payment of Debts. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those which Borrower or the Guarantors in good faith dispute. Reports and Proxies. Deliver to Bank, promptly, a copy of all financial statements, reports, notices, and proxy statements, sent by Borrower to stockholders, and all regular or periodic reports required to be filed by Borrower with any governmental agency or authority. Additional Subsidiaries. Borrower and Guarantors shall not, without the prior written consent of Bank, create, acquire or otherwise permit to exist any subsidiary, foreign or domestic, not in existence on the date of this Agreement. Field Exams, Appraisals and other Assessments of Collateral. Bank may obtain, at Borrower’s expense, such appraisals and field exams and other assessments of Collateral as Bank may reasonably request. Ownership of Guarantors. Borrower shall, absent notice to and prior written approval by Bank, own and shall maintain ownership of 100% of the capital stock, voting interests and ownership interests in each of the Guarantors.

MANDATORY PREPAYMENT. In addition to payments required by the terms of the Notes, Borrower shall pay to Bank (each a "Prepayment"): (a) from Equity Sale Proceeds (defined below) (i) on or before December 24, 2009, $150,000.00; (ii) on or before December 31, 2009, $375,000.00; (iii) on or before March 31, 2010, $250,000.00; and (iv) on or before July 31, 2010, $250,000.00; and (b)(i) Net Proceeds (defined below) upon the sale or liquidation, outside of the ordinary course of business, of any Collateral, any Subsidiary or other asset and (ii) 25% of all Equity Sale Proceeds raised from and after July 31, 2010. "Equity Sale Proceeds" shall mean the gross cash proceeds received by Borrower or any Guarantor in connection with any sale or transfer of any capital stock of the Borrower, any Guarantor or any Subsidiary. "Net Proceeds" shall mean the gross cash proceeds and the pro ceeds of any installment sales received by Borrower or any Guarantor in connection with any sale or liquidation, outside of the ordinary course of business, of any Collateral, any Subsidiary or other asset less the sum of all reasonable actual third party costs of sale approved by Bank in connection therewith. Application of Prepayments. Prepayments shall be applied, first, to outstanding principal under the Term Note, second, following payment in full of the Term Note, to outstanding principal under the Revolving Credit Note with a corresponding permanent reduction of the Over-Advance until the Over-Advance amount is reduced to $0.00, and third, to outstanding principal under the Revolving Credit Note with a corresponding permanent reduction Maximum Availability.

NEGATIVE COVENANTS. Borrower agrees that from the date hereof and until final payment in full of the Obligations, unless Bank shall otherwise consent in writing, Borrower will not, and will not permit any Guarantor to: Change in Fiscal Year. Change its fiscal year. Change of Control. Make or suffer a change in the Borrower’s or any Guarantor’s board of directors, such

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that the members of the Borrower’s or the applicable Guarantor’s board of directors as of the date of this Agreement fail to constitute a majority of the members of the board; provided that any individual becoming a member of the applicable board of directors who is nominated by the applicable board of directors shall be treated as if he or she were a member of the board as of the date of this Agreement. Encumbrances. Create, assume, or permit to exist any mortgage, security deed, deed of trust, pledge, lien, charge or other encumbrance on any of its assets, whether now owned or hereafter acquired, other than: (i) security interests required by the Loan Documents; (ii) liens for taxes contested in good faith; or (iii) liens accruing by law for employee benefits. Guarantees. Guarantee or otherwise become responsible for obligations of any other person or entity. Acquisitions. Purchase , own, invest in or otherwise acquire, directly or indirectly, any capital stock, interests in any partnership, limited liability company or joint venture, or otherwise obtain any equity ownership of any other person or entity unless approved by Bank in its sole discretion. Other Investments. Purchase any stock, securities, or evidence of indebtedness of any other person or entity except: investments in direct obligations of the United States Government and certificates of deposit of United States commercial banks having a tier 1 capital ratio of not less than 6%, and, then in an amount not exceeding 10% of the issuing bank's unimpaired capital and surplus; or (b) accounts receivable of Borrower or its subsidiaries arising in the ordinary course of business in connection with the compromise or collection thereof, unless approved by Bank in its sole discretion. Swap Agreements. Borrower shall not enter into any swap agreement with Bank or otherwise. Default on Other Contracts or Obligations. Default on any ma terial contract with or obligation when due to a third party, except as disclosed on Schedule 1 annexed hereto, or default in the performance of any obligation to a third party incurred for money borrowed. Judgment Entered. Other than as permitted under the definition of "Permitted Liens," permit the entry of any monetary judgment or the assessment against, the filing of any tax lien against, or the issuance of any writ of garnishment or attachment against any property of or debts due Borrower and its subsidiaries, in excess of $100,000 in the aggregate. Prepayment of Other Debt. Retire any long-term debt entered into prior to the date of this Agreement at a date in advance of its legal obligation to do so; provided that Borrower and any Guarantor may make scheduled earn-out and deferred payments in connection with acquisitions consummated prior to the date of this Agreement.

ANNUAL FINANCIAL STATEMENTS. Borrower shall deliver to Bank, as soon as available, but in any event within the period within which the Borrower is required to deliver its annual report on Form 10-K under the Securities Exchange Act of 1934 and the regulations promulgated by the U.S. Securities and Exchange Commission thereunder for each fiscal year, audited financial statements reflecting its operations during such fiscal year, including, without limitation, its audited consolidated and unaudited consolidating balance sheets and related statements of operations, stockholders’ equity and cash flows as of the end of and for the fiscal year then ended and prepared in accordance with GAAP, all such consolidated financial statements being certified by Borrower’s independent registered public accountants (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit) and certified by Borrower’s Chief Financial Officer as presenting fairly in all material respects the financial condition and results of operations of Borrower in accordance with generally accepted accounting principles consistently applied.

PERIODIC FINANCIAL STATEMENTS. As soon as available, but in any event within the period within which the Borrower is required to deliver its quarterly report on Form 10-Q under the Securities Exchange Act of 1934 and the regulations promulgated by the U.S. Securities and

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Exchange Commission thereunder for each of the first three fiscal quarters of Borrower, its consolidated and consolidating balance sheets of Borrower and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding date or period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by its Chief Financial Officer as presenting fairly in all material respects the financial condition and results of operations of Borrower in accordance with generally accepted accounting principles consistently applied, subject to normal year-end audit adjustments and the absence of footnotes. In addition, Borrower shall deliver, within 20 days after the end of each month or more frequently if requested by Bank, (i) a monthly listing of Borrower’s and the Guarantors’ accounts receivables and a detailed aging report (on an aged-by-invoice basis), all in form and substance reasonably satisfactory to Bank, and (ii) a monthly listing of Borrower’s and the Guarantors’ accounts payable and a detailed aging report (on an aged-by-invoice basis), all in form and substance reasonably satisfactory to Bank.

COMPLIANCE CERTIFICATE; BORROWING BASE CERTIFICATE. Borrower agrees to deliver a Compliance Certificate (each a "Compliance Certificate") to Bank: (a) as soon as available but in any event within 20 days after the end of each month, a Compliance Certificate demonstrating compliance (including calculations) by Borrower and the Guarantors with each covenant contained in the Financial Covenants paragraph, and (b) as soon as available but in any event within 20 days after each month end, the Borrowing Base Certificate in the form of Exhibit A annexed hereto. Additional defined terms with respect to the Borrowing Base Certificate are set forth in Exhibit B annexed hereto.

FINANCIAL COVENANTS. Borrower agrees to the following provisions from the date hereof until final payment in full of the Obligations, unless Bank shall otherwise consent in writing, using the financial information for Borrower, its subsidiaries, affiliates and its holding or parent company, as applicable: Funded Debt to EBITDA. Borrower shall maintain a Funded Debt to EBITDA Ratio (i) as of December 31, 2009 of not more than 4.25 to 1.00; (ii) as of March 31, 2010 of not more than 3.25 to 1.00; (iii) as of June 30, 2010 of not more than 2.50 to 1.00; (iv) as of September 30, 2010 of not more than 2.00 to 1.00; and (v) as of December 31, 2010 of not more than 1.50 to 1.00. This covenant shall be calculated at Borrower's fiscal year end and quarterly, on a rolling four quarter basis. "Funded Debt to EBITDA Ratio" shall mean the sum of all Funded Debt divided by EBITDA. "Funded Debt" shall mean, as applied to any person or entity, the sum of all indebtedness for borrowed money, (including, without limitation, capital lease and synthetic lease obligations, subordinated debt (including debt subordinated to the Bank), and unreimbursed drawings under letters of credit), or any other monetary obligation evidenced by a note, bond, debenture or other agreement or similar instrument of that person or entity. "EBITDA" shall mean the sum of earnings before interest, taxes, depreciation and amortization. Fixed Charge Coverage Ratio. Borrower shall maintain a Fixed Charge Coverage Ratio (i) as of December 31, 2009 of not less than 0.50 to 1.00; (ii) as of March 31, 2010 of not less than 0.50 to 1.00; (iii) as of June 30, 2010 of not less than 0.75 to 1.00; (iv) as of September 30, 2010 of not less than 1.50 to 1.00; and (v) as of December 31, 2010 of not less than 2.50 to 1.00. This covenant shall be calculated at Borrower's fiscal year end and quarterly, on a roll ing four quarter basis. "Fixed Charge Coverage Ratio" means EBITDA minus all dividends, distributions, withdrawals, non-cash income and capital expenditures made in that period divided by current maturities of long term debt (but excluding principal balance of the Revolving Credit Note and Prepayments), capital lease and synthetic lease obligations and

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subordinated debt (including debt subordinated to the Bank) plus interest expense. Capital Expenditures. Borrower shall not, during any fiscal year, expend on gross fixed assets (including gross leases to be capitalized under generally accepted accounting principles and leasehold improvements) an amount exceeding $500,000.00 in the aggregate. Limitation on Debt. Borrower and Guarantors shall not, directly or indirectly, create, incur, assume or become liable for any additional indebtedness, whether contingent or direct, other than (i) indebtedness existing on the date of this Agreement and (ii) accounts payable incurred in the ordinary course of business and payable on customary terms and conditions. Dividends and Distributions. Borrower shall not declare or pay cash dividends or make other similar distributions to its shareholders in any amount. Stock Repurchases. Borrower shall not purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of capital stock of the Borrower ("Equity Repurchases") in an amount unless approved by Bank in its sole discretion.

RESTATEMENT FEE. In consideration of the agreements set forth herein, Borrower shall pay to Bank a restatement fee in the amount of $100,000 which amendment fee shall be fully earned on the date hereof (the "Restatement Fee") and shall be payable as follows: (i) $25,000 on January 31, 2010; $25,000 on March 31, 2010; $25,000 on June 30, 2010; and $25,000 on September 30, 2010. The Restatement Fee is in addition to all other fees, interest, costs and expenses payable in connection with the Loan Documents and may be charged by Bank to any account of Borrower maintained by Bank. The Restatement Fee shall be fully earned by Bank notwithstanding any failure by Borrower to comply with any other term of this Amendment.

CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective as of the date when the following conditions have been met (the "Effective Date"):

(a)

Bank shall have received an original of this Amendment duly authorized, executed and delivered by Borrower, the Guarantors and by Bank (whether such parties shall have signed the same or different copies);

(b)

Bank shall have received the original of the Second Amended and Restated Revolving Credit Promissory Note duly authorized, executed and delivered by Borrower, dated December 24, 2009, and in the original principal amount of $5,300,000.00;

(c)

Bank shall have received the original of the Second Amended and Restated Term Promissory Note duly authorized, executed and delivered by Borrower, dated December 24, 2009, and in the original principal amount of $4,142,806.14;

(d)

Bank shall have been reimbursed by Borrower for all reasonable fees and third-party out-of-pocket charges and other expenses incurred in connection with this Amendment, including, without limitation, the reasonable attorneys’ fees and expenses of Bank's counsel, and field examination fees;

(e)

Bank shall have received payment, in immediately available funds, of outstanding accrued interest and availability fees under the Existing Loan Agreement and related documents;

(f)

Bank shall have received the original Joinder Agreement duly authorized, executed and delivered by Exact Supplements LLC and Borrower, dated December 24, 2009;

(g)

Bank shall have received any other documents or instruments reasonably requested by Bank in connection with the execution of this Amendment; and

(h)

Bank shall have received an officers’ certificate from a duly authorized officer of Borrower and each Guarantor certifying, among other things, that attached are true and correct copies of: (i) certificate of the existence of Borrower and each Guarantor, issued by the Secretary of State of the jurisdiction of organization, and each other jurisdiction where such Borrower or Guarantor is required to qualify to transact business, (ii) the Bylaws/Operating Agreement of

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Borrower and Guarantor, (iii) resolutions adopted by the Board of Directors/Members of Borrower and each Guarantor authorizing the execution, delivery and performance of this Amendment, and the other documents and certificates to be delivered in connection herewith; and (iv) the names, incumbency and certified signatures of those persons authorized on behalf of Borrower and each Guarantor to sign this Amendment and the other documents and certificates to be delivered in connection herewith.

RELEASE.

(a)

In consideration of the agreements of Bank contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower and Guarantors, each on behalf of itself and its successors, assigns, and other legal representatives hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Bank, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Bank and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (in dividually, a "Claim" and collectively, "Claims") of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, Guarantor or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever that arose or has arisen at any time on or prior to the day and date of this Amendment, for or on account of, or in relation to, or in any way in connection with any of the Loan Agreement, the other Loan Documents or this Amendment or transactions thereunder or related thereto.

(b)

Borrower and Guarantors each understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding that may be instituted, prosecuted or attempted in breach of the provisions of such release.

(c)

Borrower and Guarantors each agrees that no fact, event, circumstance, evidence or transaction that could now be asserted or that may hereafter be discovered that relate to conduct prior to the date of this Amendment shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

COVENANT NOT TO SUE. Borrower and Guarantors, each on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Borrower pursuant to the immediately preceding Section. If Borrower or any Guarantor, or any of their respective successors, assigns or other legal representatives, violates the foregoing covenant, Borrower and Guarantors, each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

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COSTS AND EXPENSES. Borrower absolutely and unconditionally agrees to pay to Bank in full within ten (10) days of request for payment expenses which shall at any time be incurred or sustained by Bank as a consequence of or in any way in connection with the preparation, negotiation, execution, or delivery of this Amendment and any agreements prepared, negotiated, executed or delivered in connection with the transactions contemplated hereby, and in connection with any amendment or enforcement of this Amendment.

COUNTERPARTS. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same agreement.

AMENDMENT AND RESTATEMENT; NO NOVATION. This Agreement constitutes an amendment and restatement of the Existing Loan Agreement effective from and after the Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to Bank under the Existing Loan Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Effective Date, the credit facilities described in the Existing Loan Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of Borrower outstanding as of such date under the Existing Loan Agreement shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

[CORPORATE SEAL]	INUVO, INC. (formerly known as KOWABUNGA! INC.), a Nevada corporation
	By:	/s/ Gail L. Babitt
	Name:  Title:	Gail L. Babitt Chief Financial Officer

[CORPORATE SEAL]	EXACT SUPPLEMENTS, LLC, a Florida limited liability company
	By:	/s/ Gail L. Babitt
	Name:  Title:	Gail L. Babitt Chief Financial Officer

[CORPORATE SEAL]	CHECKUP MARKETING, INC., a North Carolina corporation
	By:	/s/ Gail L. Babitt
	Name:  Title:	Gail L. Babitt Chief Financial Officer

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[CORPORATE SEAL]	RIGHTSTUFF INC., a North Carolina corporation
	By:	/s/ Gail L. Babitt
	Name:  Title:	Gail L. Babitt Chief Financial Officer

[CORPORATE SEAL]	MARKETSMART ADVERTISING, INC., a North Carolina corporation
	By:	/s/ Gail L. Babitt
	Name:  Title:	Gail L. Babitt Chief Financial Officer

[CORPORATE SEAL]	KOWABUNGA MARKETING, INC., a Michigan corporation
	By:	/s/ Gail L. Babitt
	Name:  Title:	Gail L. Babitt Chief Financial Officer

[CORPORATE SEAL]	PRIMARYADS, INC., a New Jersey corporation
	By:	/s/ Gail L. Babitt
	Name:  Title:	Gail L. Babitt Chief Financial Officer

[CORPORATE SEAL]	REAL ESTATE SCHOOL ONLINE INC., a Florida corporation
	By:	/s/ Gail L. Babitt
	Name:  Title:	Gail L. Babitt Chief Financial Officer

[CORPORATE SEAL]	VINTACOM FLORIDA, INC., a Florida corporation
	By:	/s/ Gail L. Babitt
	Name:  Title:	Gail L. Babitt Chief Financial Officer

[CORPORATE SEAL]	MOREX MARKETING GROUP, LLC, a New York limited liability company
	By:	/s/ Gail L. Babitt
	Name:  Title:	Gail L. Babitt Chief Financial Officer

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[CORPORATE SEAL]	ILEAD MEDIA LLC, a Delaware limited liability company
	By:	/s/ Gail L. Babitt
	Name:  Title:	Gail L. Babitt Chief Financial Officer

[CORPORATE SEAL]	VALIDCLICK, INC., a Missouri corporation
	By:	/s/ Gail L. Babitt
	Name:  Title:	Gail L. Babitt Chief Financial Officer

WACHOVIA BANK, NATIONAL ASSOCIATION
By:	/s/ Nancy S. Jones
Name:  Title:	Nancy S. Jones Senior Vice President

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EX-10.47

Exhibit 10.47

Second Amended and Restated Term Promissory Note

in the principal amount of $4,142,806.14 to

Wachovia Bank, N.A. dated December 24, 2009

This note replaces, but does not extinguish, the obligations under that certain $5,000,000 Amended and Restated Term Promissory Note dated February 27, 2008 (the “Existing Note”) executed in connection with the Loan Agreement dated as of January 19, 2006, as amended by that certain Amended and Restated Loan Agreement dated February 27, 2008 and as may be further amended, restated, supplemented, or otherwise modified from time to time, by and among Borrower and Bank. This Note is not a novation.

SECOND AMENDED AND RESTATED TERM PROMISSORY NOTE

$4,142,806.14 December 24, 2009

Inuvo, Inc. (f/k/a Kowabunga!, Inc., f/k/a Think Partnership Inc.), a Nevada corporation

15550 Lightwave Drive, 3^rd Floor

Clearwater, Florida 37760

(Hereinafter referred to as "Borrower")

Wachovia Bank, National Association

301 South Tryon Street

Charlotte, North Carolina 28202

(Hereinafter referred to as “Bank")

Borrower promises to pay to the order of Bank, in lawful money of the United States of America, at its office indicated above or wherever else Bank may specify, the sum of Four Million One Hundred Forty-Two Thousand Eight Hundred Six and 14/100 Dollars ($4,142,806.14) or such sum as may be advanced and outstanding from time to time hereunder, with interest on the unpaid principal balance at the rate and on the terms provided in this Amended and Restated Term Promissory Note (including all renewals, extensions or modifications hereof, this "Note").

LOAN AGREEMENT. This Note is subject to the provisions of that certain Second Amended and Restated Loan Agreement dated December 24, 2009 between Bank and Borrower (as amended, restated, supplemented or modified from time to time, the "Loan Agreement").

USE OF PROCEEDS. Borrower shall use the proceeds of the loan evidenced by this Note to partially refinance the existing indebtedness under the existing line of credit with Bank.

SECURITY. Borrower and Guarantors have granted Bank a security interest in the collateral described in the Loan Documents, including, but not limited to, personal property collateral described in that certain Security Agreement of even date herewith, as amended..

INTEREST RATE. Interest shall accrue on the unpaid principal balance of this Note from the date hereof at the LIBOR Market Index Rate plus 7.00%, provided further, that the Interest Rate shall in no event be less than 7.00% (the “Interest Rate”). "LIBOR Market Index Rate", for any day, means the rate for one (1) month U.S. dollar deposits as reported on Telerate page 3750 as of 11:00 a.m., London time, on such day, or if such day is not a London business day, then the

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immediately preceding London business day (or if not so reported, then as determined by Bank from another recognized source or interbank quotation).

DEFAULT RATE. In addition to all other rights contained in this Note, if a Default (as defined herein) occurs and as long as a Default continues, all outstanding Obligations, other than Obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time) between Borrower and Bank or its affiliates, shall bear interest at the Interest Rate plus 3% ("Default Rate"). The Default Rate shall also apply from acceleration until the Obligations or any judgment thereon is paid in full.

INTEREST AND FEE(S) COMPUTATION (ACTUAL/360). Interest and fees, if any, shall be computed on the basis of a 360-day year for the actual number of days in the applicable period ("Actual/360 Computation"). The Actual/360 Computation determines the annual effective interest yield by taking the stated (nominal) rate for a year's period and then dividing said rate by 360 to determine the daily periodic rate to be applied for each day in the applicable period. Application of the Actual/360 Computation produces an annualized effective rate exceeding the nominal rate.

REPAYMENT TERMS. This Note shall be due and payable in consecutive monthly payments of $152,000.00 plus accrued interest, commencing on December 31, 2009, and continuing on the last day of each month thereafter until fully paid. In any event, all principal and accrued interest shall be due and payable on March 31, 2011.

APPLICATION OF PAYMENTS. Monies received by Bank from any source for application toward payment of the Obligations shall be applied as set forth in the Loan Agreement. If a Default occurs, monies may be applied to the Obligations in any manner or order deemed appropriate by Bank. Any amounts repaid under this Note may not be reborrowed.

If any payment received by Bank under this Note or other Loan Documents is rescinded, avoided or for any reason returned by Bank because of any adverse claim or threatened action, the returned payment shall remain payable as an obligation of all persons liable under this Note or other Loan Documents as though such payment had not been made.

DEFINITIONS. Loan Documents. The term "Loan Documents," as used in this Note and the other Loan Documents, refers to all documents executed in connection with or related to the loan evidenced by this Note, the $5,300,000.00 Second Amended and Restated Revolving Credit Promissory Note executed on the date hereof (as amended, restated, supplemented or modified from time to time, the “Revolving Note”) and any prior notes which evidence all or any portion of the loan evidenced by this Note, and any letters of credit issued pursuant to any loan agreement to which this Note is subject, any applications for such letters of credit and any other documents executed in connection therewith or related thereto, the Loan Agreement, this Note, the Revolving Note, and may include, without limitation, guaranty agreements, security agreements, security instruments, financing statements, mortgage instruments, a ny renewals or modifications, whenever any of the foregoing are executed, but does not include swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time). Obligations. The term "Obligations", as used in this Note and the other Loan Documents, refers to any and all indebtedness and other obligations under this Note, the Revolving Note, the Loan Agreement, all other obligations under any other Loan Documents, and all obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time) between Borrower and Bank, or its affiliates, whenever executed. Certain Other Terms. All capitalized terms used and

2

not defined herein shall have the meanings assigned thereto in the Loan Agreement or other Loan Documents. All terms that are used but not otherwise defined in any of the Loan Documents shall have the definitions provided in the Uniform Commercial Code.

LATE CHARGE. If any payments are not timely made, Borrower shall also pay to Bank a late charge equal to 4% of each payment past due for 15 or more days.

Acceptance by Bank of any late payment without an accompanying late charge shall not be deemed a waiver of Bank's right to collect such late charge or to collect a late charge for any subsequent late payment received.

ATTORNEYS' FEES AND OTHER COLLECTION COSTS. Borrower shall pay all of Bank's reasonable expenses incurred to enforce or collect any of the Obligations including, without limitation, reasonable arbitration, paralegals', attorneys' and experts' fees and expenses, whether incurred without the commencement of a suit, in any trial, arbitration, or administrative proceeding, or in any appellate or bankruptcy proceeding.

USURY. If at any time the effective interest rate under this Note would, but for this paragraph, exceed the maximum lawful rate, the effective interest rate under this Note shall be the maximum lawful rate, and any amount received by Bank in excess of such rate shall be applied to principal and then to fees and expenses, or, if no such amounts are owing, returned to Borrower.

DEFAULT. If any of the following occurs and is not cured within the applicable cure period, a default ("Default") under this Note shall exist: Nonpayment; Nonperformance. The failure of timely payment or performance of the Obligations or Default under this Note or any other Loan Documents. Loan Document Default. A default under any Loan Document. Breach. Any breach of any agreement contained or referred to in this Note or any other Loan Document. False Warranty. A warranty or representation made in the Loan Documents or furnished to Bank in connection with the loan evidenced by this Note is materially false when made. Cross Default. At Bank's option, any default in payment or performance of any obligation under any other loans, contracts or agreements of Borrower or any Guarantor, any general partner of or the holder(s) of the majority ownership interests of Borrower with Ba nk or its affiliates which default is not cured within any applicable cure period, unless, but only as long as, the existence of any such default is being contested by the Borrower or such Guarantor in good faith by appropriate proceedings and adequate reserves in respect thereof have been established on the books of the Borrower or such Guarantor to the extent required by GAAP. Cessation; Bankruptcy. The death of, appointment of a guardian for, dissolution or termination of existence of (subject to the provisions set forth in clause (iv) of the subparagraph entitled "Material Capital Structure or Business Alteration" below), loss of good standing status by (unless such loss would not have a material adverse effect upon the operations or financial condition of the Borrower), appointment of a receiver for, assignment for the benefit of creditors of, or commencement of any bankruptcy or insolvency proceeding by or against Borrower or any Guarantor, or any general partner of or the holder(s) of the majority ownership interests of Borrower, or any party to the Loan Documents. Material Capital Structure or Business Alteration. Without prior written consent of Bank, (i) a material alteration in the kind or type of Borrower's business or that of any Guarantor; (ii) the sale of substantially all of the business or assets of Borrower or any Guarantor, or a material portion (10% or more) of such business or assets if such a sale is outside the ordinary course of business of Borrower or any Guarantor, or more than 50% of the

3

outstanding stock or voting power of or in any such entity in a single transaction or a series of related transactions; (iii) any acquisition that does not constitute a Permitted Acquisition or (iv) should Borrower or any Guarantor enter into documentation for any merger or consolidation; provided that any Guarantor may merge with any other Guarantor so long as the surviving entity is a Guarantor.

REMEDIES UPON DEFAULT. If a Default occurs under this Note or any Loan Documents, Bank may at any time thereafter, take the following actions: Bank Lien. Foreclose its security interest or lien against Borrower's and Guarantors’ accounts without notice. Acceleration Upon Default. Accelerate the maturity of this Note and, at Bank’s option, any or all other Obligations, other than Obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time) between Borrower and Bank, or its affiliates, which shall be due in accordance with and governed by the provisions of said swap agreements;whereupon this Note and the accelerated Obligations shall be immediately due and payable; provided, however, if the Default is based upon a bankruptcy or insolvency proceeding commenced by or against Borrower, any Guarantor or endorser of this Note, all Obligations (other than Obligations under any swap agreement as referenced above) shall automatically and immediately be due and payable. Cumulative. Exercise any rights and remedies as provided under the Note and other Loan Documents, or as provided by law or equity.

WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and other Loan Documents shall be valid unless in writing and signed by an officer of Bank. No waiver by Bank of any Default shall operate as a waiver of any other Default or the same Default on a future occasion. Neither the failure nor any delay on the part of Bank in exercising any right, power, or remedy under this Note and other Loan Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

Except to the extent otherwise provided by the Loan Documents or prohibited by law, each Borrower and each other person liable under this Note waives presentment, protest, notice of dishonor, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale and all other notices of any kind. Further, each agrees that Bank may (i) extend, modify or renew this Note or make a novation of the loan evidenced by this Note, and/or (ii) grant releases, compromises or indulgences with respect to any collateral securing this Note, or with respect to Borrower or other person liable under this Note or any other Loan Documents, all without notice to or consent of Borrower and other such person, and without affecting the liability of Borrower and other such person; provided, Bank may not extend, modify or renew this Note or make a novation of the loan evidenced by this Note without the conse nt of Borrower which increases the burdens of Borrower without the consent of Borrower.

MISCELLANEOUS PROVISIONS. Assignment. This Note and the other Loan Documents shall inure to the benefit of and be binding upon the parties and their respective heirs, legal representatives, successors and assigns. Bank's interests in and rights under this Note and the other Loan Documents are freely assignable, in whole or in part, by Bank. In addition, nothing in this Note or any of the other Loan Documents shall prohibit Bank from pledging or assigning this Note or any of the other Loan Documents or any interest therein to any Federal Reserve Bank. Borrower shall not assign its rights and interest hereunder without the prior written consent of Bank, and any attempt by Borrower to assign without Bank's prior written consent is null and void. Any assignment shall not release Borrower from the Obligations. Applicable

4

Law; Conflict Between Documents. This Note and, unless otherwise provided in any other Loan Document, the other Loan Documents shall be governed by and construed under the laws of the state named in Bank's address on the first page hereof without regard to that state's conflict of laws principles. If the terms of this Note should conflict with the terms of any loan agreement, the terms of this Note shall control. Security Interest. Except as prohibited by law, Borrower and Guarantors grant Bank a security interest in the collateral described in the Security Agreement of even date herewith, as amended. Swap Agreements. All swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time), if any, between Borrower and Bank or its affiliates are independent agreements governed by the written provisions of said swap agreements, which will remain in full force and effect, unaffected by any repayment, prepayment, acceleration, reduction, increase or change in the terms of this Note, except as otherwise expressly provided in said written swap agreements, and any payoff statement from Bank relating to this Note shall not apply to said swap agreements unless expressly referred to in such payoff statement. Jurisdiction. Borrower irrevocably agrees to non-exclusive personal jurisdiction in the state named in Bank's address on the first page hereof. Severability. If any provision of this Note or of the other Loan Documents shall be prohibited or invalid under applicable law, such provision shall be ineffective but only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note or other such document. Notices. Any notices to Borrower shall be sufficiently given, if in writing and mailed, hand delivered or sent via telecopy (or other facsimile device), recognized overnight courier service o r certified mail to the Borrower's address shown above or such other address as provided hereunder, and to Bank, if in writing and, hand delivered or sent via telecopy (or other facsimile device), recognized overnight courier service or certified mail to Bank’s office address shown above or such other address as Bank may specify in writing from time to time. Notices to Bank must include the mail code. In the event that Borrower changes Borrower's address at any time prior to the date the Obligations are paid in full, Borrower agrees to promptly give written notice of said change of address by registered or certified mail, return receipt requested, all charges prepaid.

Plural; Captions. All references in the Loan Documents to Borrower, person, document or other nouns of reference mean both the singular and plural form, as the case may be, and the term "person" shall mean any individual, person or entity. The captions contained in the Loan Documents are inserted for convenience only and shall not affect the meaning or interpretation of the Loan Documents. Advances. Bank may, in its sole discretion and if requested by Borrower, make other advances which shall be deemed to be advancesunder this Note, even though the stated principal amount of this Note may be exceeded as a result thereof. Posting of Payments. All payments received during normal banking hours after 2:00 p.m. local time at the office of Bank first shown above shall be deemed received at the opening of the next banking day. Joint and Several Obligations. Each entity executing this Note is jointly and severally obligated. Fees and Taxes. Borrower shall promptly pay all documentary, intangible recordation and/or similar taxes on this transaction whether assessed at closing or arising from time to time.

LIMITATION ON LIABILITY; WAIVER OF PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO, INCLUDING BANK BY ACCEPTANCE HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM OR THE

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OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES.  EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE. Patriot Act Notice. To help fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For purposes of this section, account shall be understood to include loan accounts. Final Agreement. This Note and the other Loan Documents represent the final agreement between the parties a nd may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

ARBITRATION. Upon demand of any party hereto, whether made before or after institution of any judicial proceeding, any claim or controversy arising out of or relating to the Loan Documents between parties hereto (a "Dispute") shall be resolved by binding arbitration conducted under and governed by the Commercial Financial Disputes Arbitration Rules (the "Arbitration Rules") of the American Arbitration Association (the "AAA") and the Federal Arbitration Act. Disputes may include, without limitation, tort claims, counterclaims, a dispute as to whether a matter is subject to arbitration, claims brought as class actions, or claims arising from documents executed in the future. A judgment upon the award may be entered in any court having jurisdiction. Notwithstanding the foregoing, this arbitration provision does not apply to disputes under or related to swap agreements. Special Rules. A ll arbitration hearings shall be conducted in the city named in the address of Bank first stated above. A hearing shall begin within 90 days of demand for arbitration and all hearings shall conclude within 120 days of demand for arbitration. These time limitations may not be extended unless a party shows cause for extension and then for no more than a total of 60 days. The expedited procedures set forth in Rule 51 et seq. of the Arbitration Rules shall be applicable to claims of less than $1,000,000.00. Arbitrators shall be licensed attorneys selected from the Commercial Financial Dispute Arbitration Panel of the AAA. The parties do not waive applicable Federal or state substantive law except as provided herein. Preservation and Limitation of Remedies. Notwithstanding the preceding binding arbitration provisions, the parties agree to preserve, without diminution, certain remedies that any party may exercise before or after an arbitration proceeding is brought. The parties shall have the ri ght to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies, as applicable: (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale or under applicable law by judicial foreclosure including a proceeding to confirm the sale; (ii) all rights of self-help including peaceful occupation of real property and collection of rents, set-off, and peaceful possession of personal property; (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceeding; and (iv) when applicable, a judgment by confession of judgment. Any claim or controversy with regard to any party's entitlement to such remedies is a Dispute. Waiver of Jury Trial. THE PARTIES ACKNOWLEDGE THAT BY AGREEING TO BINDING ARBITRATION THEY HAVE IRREVOCABLY WAIVED ANY RIGHT THEY MAY HAVE TO JURY TRIAL WITH REGARD TO A DI SPUTE AS TO WHICH BINDING ARBITRATION HAS BEEN DEMANDED.

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DISCLOSURE OF INFORMATION; CONFIDENTIALITY. Bank shall hold all non-public information with respect to Borrower and its subsidiaries obtained pursuant to the Loan Documents in accordance with its customary procedures for handling confidential information; provided, that Bank may disclose any such information to the extent such disclosure is (i) required by law or requested or required pursuant to any legal process, (ii) requested by, or required to be disclosed to, any regulatory agency or authority, (iii) used in any suit, action or proceeding for the purpose of defending itself, reducing its liability or protecting any of its claims, rights, remedies or interests under or in connection with the Loan Documents or (iv) which had been publicly disclosed other than as a result of a disclosure by Bank prohibited by this Agreement; provided further, Bank shall notify Borrower of any potential disc losure pursuant to (i), (ii) or (iii) above and Borrower may defend against the disclosures set forth in (i), (ii) or (iii) above.

AMENDED AND RESTATEMENT OF NOTE. This Note is given in modification, replacement and restatement of the Existing Note, but not in repayment or extinguishment of the unpaid indebtedness evidenced by the Existing Note, and all indebtedness formerly evidenced by said Existing Note and unpaid on the date hereof shall now be evidenced by this Note, and as of the date hereof, said Existing Note shall no longer evidence said outstanding indebtedness. This Note shall not be considered to be a novation of said Existing Note as this Note evidences the same indebtedness.

[Signature Page Follows]

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IN WITNESS WHEREOF, Borrower, on the day and year first above written, has caused this Note to be executed under seal.

[CORPORATE SEAL]	Inuvo, Inc. (f/k/a Kowabunga!, Inc., f/k/a Think Partnership Inc.), a Nevada corporation
	By:	/s/ Gail L. Babitt
	Name:  Title:	Gail L. Babitt Chief Financial Officer

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EX-10.48

Exhibit 10.48

Second Amended and Restated Revolving Credit Promissory Note

in the principal amount of $5,300,000 to

Wachovia Bank, N.A. dated December 24, 2009

This note replaces, but does not extinguish, the obligations under that certain $15,000,000 Amended and Restated Revolving Credit Promissory Note dated February 27, 2008 (the “Existing Note”) executed in connection with the Loan Agreement dated as of January 19, 2006, as amended by that certain Amended and Restated Loan Agreement dated February 27, 2008 and as may be further amended, restated, supplemented, or otherwise modified from time to time, by and among Borrower and Bank. This Note is not a novation.

SECOND AMENDED AND RESTATED REVOLVING CREDIT PROMISSORY NOTE

$5,300,000.00 December 24, 2009

Inuvo, Inc. (f/k/a Kowabunga!, Inc., f/k/a Think Partnership Inc.), a Nevada corporation

15550 Lightwave Drive, 3^rd Floor

Clearwater, Florida 37760

(Hereinafter referred to as "Borrower")

Wachovia Bank, National Association

301 South Tryon Street

Charlotte, North Carolina 28202

(Hereinafter referred to as “Bank")

Borrower promises to pay to the order of Bank, in lawful money of the United States of America, at its office indicated above or wherever else Bank may specify, the sum of Five Million Three Hundred Thousand and No/100 Dollars ($5,300,000.00) or such sum as may be advanced and outstanding from time to time hereunder, with interest on the unpaid principal balance at the rate and on the terms provided in this Second Amended and Restated Revolving Credit Promissory Note (including all renewals, extensions or modifications hereof, this "Note").

LOAN AGREEMENT. This Note is subject to the provisions of that certain Second Amended and Restated Loan Agreement dated December 24, 2009 between Bank and Borrower (as amended, restated, supplemented or modified from time to time, the "Loan Agreement").

LINE OF CREDIT. Borrower may borrow, repay and reborrow, and, upon the request of Borrower, Bank shall advance and readvance under this Note from time to time until the maturity hereof (each an "Advance" and together the "Advances"), so long as the total principal balance outstanding under this Note, plus the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit, plus the aggregate amount of unreimbursed drawings under all Letters of Credit at any one time does not exceed the lesser of (i) the principal amount stated on the face of this Note, or (ii) the Maximum Availability (hereafter defined) subject to the limitations described in the Loan Agreement to which this Note is subject. Bank's obligation to make Advances under this Note shall terminate if Borrower is in Default or a condition exists which, upon the giving of notice or lapse of time or both, would become a Default.

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Borrower shall continue, to the extent of Borrower's current subscription, to subscribe to Bank's cash management services and the terms of such service shall control the manner in which funds are transferred between the applicable demand deposit account and the line of credit for credit or debit to the line of credit.

AVAILABILITY. The aggregate principal of Advances under this Note, plus the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit, plus the aggregate amount of unreimbursed drawings under all Letters of Credit at any one time shall not exceed the lesser of: (i) $5,300,000.00 or (ii) the Borrowing Base (the "Maximum Availability"). "Borrowing Base" shall mean 80% of Eligible Accounts less any Reserves (as defined in the Loan Agreement at Exhibit B) plus an amount not to exceed: (i) $2,100,000.00 from the date of this Note through May 31, 2010; (ii) $1,800,000.00 from June 1, 2010 through August 31, 2010; (iii) $1,500,000.00 from September 1, 2010 through December 31,. 2010; and (iv) $1,000,000.00 from January 1, 2011 and thereafter (as applicable, the "Over-Advance").

USE OF PROCEEDS. Borrower shall use the proceeds of the loan(s) evidenced by this Note for the commercial purposes of Borrower, solely as follows: (a) for working capital purposes, (b) Permitted Acquisitions (as defined in the Loan Agreement) and (c) to refinance the existing indebtedness under the existing line of credit with Bank.

SECURITY. Borrower and Guarantors have granted Bank a security interest in the collateral described in the Loan Documents, including, but not limited to, personal property collateral described in that certain Security Agreement of even date herewith, as amended..

INTEREST RATE. Interest shall accrue on the unpaid principal balance of this Note from the date hereof at the LIBOR Market Index Rate plus 7.00%, provided further, that the Interest Rate shall in no event be less than 7.00% (the “Interest Rate”). "LIBOR Market Index Rate", for any day, means the rate for one (1) month U.S. dollar deposits as reported on Telerate page 3750 as of 11:00 a.m., London time, on such day, or if such day is not a London business day, then the immediately preceding London business day (or if not so reported, then as determined by Bank from another recognized source or interbank quotation).

DEFAULT RATE. In addition to all other rights contained in this Note, if a Default (as defined herein) occurs and as long as a Default continues, all outstanding Obligations, other than Obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time) between Borrower and Bank or its affiliates, shall bear interest at the Interest Rate plus 3% ("Default Rate"). The Default Rate shall also apply from acceleration until the Obligations or any judgment thereon is paid in full.

INTEREST AND FEE(S) COMPUTATION (ACTUAL/360). Interest and fees, if any, shall be computed on the basis of a 360-day year for the actual number of days in the applicable period ("Actual/360 Computation"). The Actual/360 Computation determines the annual effective interest yield by taking the stated (nominal) rate for a year's period and then dividing said rate by 360 to determine the daily periodic rate to be applied for each day in the applicable period. Application of the Actual/360 Computation produces an annualized effective rate exceeding the nominal rate.

REPAYMENT TERMS. This Note shall be due and payable in consecutive monthly payments of accrued interest only, commencing on December 31, 2009, and continuing on the last day of each month thereafter until fully paid. In any event, all principal and accrued interest shall be due

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and payable on March 31, 2011. In the event the aggregate outstanding amount under this Note exceeds the Maximum Availability at any time, Borrower shall immediately pay to Bank the amount of such shortfall.

AVAILABILITY FEE. Borrower shall pay to Bank quarterly an availability fee equal to 0.15% per annum on the difference between (i) the face amount of this Note and (ii) the outstanding principal balance of this Note, for each day during the preceding calendar quarter or, for the period commencing on the date of this Note and ending December 31, 2009, such portion thereof, and continuing on the same day of each quarter thereafter, with a final payment due and payable on the date that all principal and accrued interest is paid in full.

APPLICATION OF PAYMENTS. Monies received by Bank from any source for application toward payment of the Obligations shall be applied as set forth in the Loan Agreement. If a Default occurs, monies may be applied to the Obligations in any manner or order deemed appropriate by Bank.

If any payment received by Bank under this Note or other Loan Documents is rescinded, avoided or for any reason returned by Bank because of any adverse claim or threatened action, the returned payment shall remain payable as an obligation of all persons liable under this Note or other Loan Documents as though such payment had not been made.

DEFINITIONS. Loan Documents. The term "Loan Documents," as used in this Note and the other Loan Documents, refers to all documents executed in connection with or related to the loan evidenced by this Note, the $4,142,806.14 Second Amended and Restated Term Promissory Note executed on the date hereof (as amended, restated, supplemented or modified from time to time, the “Term Note”) and any prior notes which evidence all or any portion of the loan evidenced by this Note, and any letters of credit issued pursuant to any loan agreement to which this Note is subject, any applications for such letters of credit and any other documents executed in connection therewith or related thereto, the Loan Agreement, this Note, the Term Note, and may include, without limitation, guaranty agreements, security agreements, security instruments, financing statements, mortgage instruments, any renewals or modific ations, whenever any of the foregoing are executed, but does not include swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time). Obligations. The term "Obligations", as used in this Note and the other Loan Documents, refers to any and all indebtedness and other obligations under this Note, the Term Note, the Loan Agreement, all other obligations under any other Loan Documents, and all obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time) between Borrower and Bank, or its affiliates, whenever executed. Certain Other Terms. All capitalized terms used and not defined herein shall have the meanings assigned thereto in the Loan Agreement or other Loan Documents. All terms that are used but not otherwise defined in any of the Loan Documents shall have the definitions provided in the Uniform Commercial Code.

LATE CHARGE. If any payments are not timely made, Borrower shall also pay to Bank a late charge equal to 4% of each payment past due for 15 or more days.

Acceptance by Bank of any late payment without an accompanying late charge shall not be deemed a waiver of Bank's right to collect such late charge or to collect a late charge for any subsequent late payment received.

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ATTORNEYS' FEES AND OTHER COLLECTION COSTS. Borrower shall pay all of Bank's reasonable expenses incurred to enforce or collect any of the Obligations including, without limitation, reasonable arbitration, paralegals', attorneys' and experts' fees and expenses, whether incurred without the commencement of a suit, in any trial, arbitration, or administrative proceeding, or in any appellate or bankruptcy proceeding.

USURY. If at any time the effective interest rate under this Note would, but for this paragraph, exceed the maximum lawful rate, the effective interest rate under this Note shall be the maximum lawful rate, and any amount received by Bank in excess of such rate shall be applied to principal and then to fees and expenses, or, if no such amounts are owing, returned to Borrower.

DEFAULT. If any of the following occurs and is not cured within the applicable cure period, a default ("Default") under this Note shall exist: Nonpayment; Nonperformance. The failure of timely payment or performance of the Obligations or Default under this Note or any other Loan Documents. Loan Document Default. A default under any Loan Document. Breach. Any breach of any agreement contained or referred to in this Note or any other Loan Document. False Warranty. A warranty or representation made in the Loan Documents or furnished to Bank in connection with the loan evidenced by this Note is materially false when made. Cross Default. At Bank's option, any default in payment or performance of any obligation under any other loans, contracts or agreements of Borrower or any Guarantor, any general partner of or the holder(s) of the majority ownership interests of Borrower with Ba nk or its affiliates which default is not cured within any applicable cure period, unless, but only as long as, the existence of any such default is being contested by the Borrower or such Guarantor in good faith by appropriate proceedings and adequate reserves in respect thereof have been established on the books of the Borrower or such Guarantor to the extent required by GAAP. Cessation; Bankruptcy. The death of, appointment of a guardian for, dissolution or termination of existence of (subject to the provisions set forth in clause (iv) of the subparagraph entitled "Material Capital Structure or Business Alteration" below), loss of good standing status by (unless such loss would not have a material adverse effect upon the operations or financial condition of the Borrower), appointment of a receiver for, assignment for the benefit of creditors of, or commencement of any bankruptcy or insolvency proceeding by or against Borrower or any Guarantor, or any general partner of or the holder(s) of the majority ownership interests of Borrower, or any party to the Loan Documents. Material Capital Structure or Business Alteration. Without prior written consent of Bank, (i) a material alteration in the kind or type of Borrower's business or that of any Guarantor; (ii) the sale of substantially all of the business or assets of Borrower or any Guarantor, or a material portion (10% or more) of such business or assets if such a sale is outside the ordinary course of business of Borrower or any Guarantor, or more than 50% of the outstanding stock or voting power of or in any such entity in a single transaction or a series of related transactions; (iii) any acquisition that does not constitute a Permitted Acquisition or (iv) should Borrower or any Guarantor enter into documentation for any merger or consolidation; provided that any Guarantor may merge with any other Guarantor so long as the surviving entity is a Guarantor.

REMEDIES UPON DEFAULT. If a Default occurs under this Note or any Loan Documents, Bank may at any time thereafter, take the following actions: Bank Lien. Foreclose its security interest or lien against Borrower's and Guarantors’ accounts without notice. Acceleration Upon Default. Accelerate the maturity of this Note and, at Bank’s option, any or all other Obligations,

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other than Obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time) between Borrower and Bank, or its affiliates, which shall be due in accordance with and governed by the provisions of said swap agreements; whereupon this Note and the accelerated Obligations shall be immediately due and payable; provided, however, if the Default is based upon a bankruptcy or insolvency proceeding commenced by or against Borrower, any Guarantor or endorser of this Note, all Obligations (other than Obligations under any swap agreement as referenced above) shall automatically and immediately be due and payable. Cumulative. Exercise any rights and remedies as provided under the Note and other Loan Documents, or as provided by law or equity.

WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and other Loan Documents shall be valid unless in writing and signed by an officer of Bank. No waiver by Bank of any Default shall operate as a waiver of any other Default or the same Default on a future occasion. Neither the failure nor any delay on the part of Bank in exercising any right, power, or remedy under this Note and other Loan Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

Except to the extent otherwise provided by the Loan Documents or prohibited by law, each Borrower and each other person liable under this Note waives presentment, protest, notice of dishonor, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale and all other notices of any kind. Further, each agrees that Bank may (i) extend, modify or renew this Note or make a novation of the loan evidenced by this Note, and/or (ii) grant releases, compromises or indulgences with respect to any collateral securing this Note, or with respect to Borrower or other person liable under this Note or any other Loan Documents, all without notice to or consent of Borrower and other such person, and without affecting the liability of Borrower and other such person; provided, Bank may not extend, modify or renew this Note or make a novation of the loan evidenced by this Note without the conse nt of Borrower which increases the burdens of Borrower without the consent of Borrower.

MISCELLANEOUS PROVISIONS. Assignment. This Note and the other Loan Documents shall inure to the benefit of and be binding upon the parties and their respective heirs, legal representatives, successors and assigns. Bank's interests in and rights under this Note and the other Loan Documents are freely assignable, in whole or in part, by Bank. In addition, nothing in this Note or any of the other Loan Documents shall prohibit Bank from pledging or assigning this Note or any of the other Loan Documents or any interest therein to any Federal Reserve Bank. Borrower shall not assign its rights and interest hereunder without the prior written consent of Bank, and any attempt by Borrower to assign without Bank's prior written consent is null and void. Any assignment shall not release Borrower from the Obligations. Applicable Law; Conflict Between Documents. This Note and, unless otherwise provided in any other Loan Docum ent, the other Loan Documents shall be governed by and construed under the laws of the state named in Bank's address on the first page hereof without regard to that state's conflict of laws principles. If the terms of this Note should conflict with the terms of any loan agreement, the terms of this Note shall control. Security Interest. Except as prohibited by law, Borrower and Guarantors grant Bank a security interest in the collateral described in the Security Agreement of even date herewith, as amended. Swap Agreements. All swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time), if any, between Borrower and Bank or its affiliates are independent agreements governed by the written provisions of said swap

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agreements, which will remain in full force and effect, unaffected by any repayment, prepayment, acceleration, reduction, increase or change in the terms of this Note, except as otherwise expressly provided in said written swap agreements, and any payoff statement from Bank relating to this Note shall not apply to said swap agreements unless expressly referred to in such payoff statement. Jurisdiction. Borrower irrevocably agrees to non-exclusive personal jurisdiction in the state named in Bank's address on the first page hereof. Severability. If any provision of this Note or of the other Loan Documents shall be prohibited or invalid under applicable law, such provision shall be ineffective but only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note or other such document. Notices. An y notices to Borrower shall be sufficiently given, if in writing and mailed, hand delivered or sent via telecopy (or other facsimile device), recognized overnight courier service or certified mail to the Borrower's address shown above or such other address as provided hereunder, and to Bank, if in writing and, hand delivered or sent via telecopy (or other facsimile device), recognized overnight courier service or certified mail to Bank’s office address shown above or such other address as Bank may specify in writing from time to time. Notices to Bank must include the mail code. In the event that Borrower changes Borrower's address at any time prior to the date the Obligations are paid in full, Borrower agrees to promptly give written notice of said change of address by registered or certified mail, return receipt requested, all charges prepaid.

Plural; Captions. All references in the Loan Documents to Borrower, person, document or other nouns of reference mean both the singular and plural form, as the case may be, and the term "person" shall mean any individual, person or entity. The captions contained in the Loan Documents are inserted for convenience only and shall not affect the meaning or interpretation of the Loan Documents. Advances. Bank may, in its sole discretion and if requested by Borrower, make other advances which shall be deemed to be advances under this Note, even though the stated principal amount of this Note may be exceeded as a result thereof. Posting of Payments. All payments received during normal banking hours after 2:00 p.m. local time at the office of Bank first shown above shall be deemed received at the opening of the next banking day. Joint and Several Obligations. Each entity executing this Note is jointly and severally obligated. Fees and Taxes. Borrower shall promptly pay all documentary, intangible recordation and/or similar taxes on this transaction whether assessed at closing or arising from time to time. LIMITATION ON LIABILITY; WAIVER OF PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO, INCLUDING BANK BY ACCEPTANCE HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM OR THE OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES.  EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE. Patriot Act Notice. To help fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an

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account. For purposes of this section, account shall be understood to include loan accounts. Final Agreement. This Note and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

ARBITRATION. Upon demand of any party hereto, whether made before or after institution of any judicial proceeding, any claim or controversy arising out of or relating to the Loan Documents between parties hereto (a "Dispute") shall be resolved by binding arbitration conducted under and governed by the Commercial Financial Disputes Arbitration Rules (the "Arbitration Rules") of the American Arbitration Association (the "AAA") and the Federal Arbitration Act. Disputes may include, without limitation, tort claims, counterclaims, a dispute as to whether a matter is subject to arbitration, claims brought as class actions, or claims arising from documents executed in the future. A judgment upon the award may be entered in any court having jurisdiction. Notwithstanding the foregoing, this arbitration provision does not apply to disputes under or related to swap agreements. Special Rules. A ll arbitration hearings shall be conducted in the city named in the address of Bank first stated above. A hearing shall begin within 90 days of demand for arbitration and all hearings shall conclude within 120 days of demand for arbitration. These time limitations may not be extended unless a party shows cause for extension and then for no more than a total of 60 days. The expedited procedures set forth in Rule 51 et seq. of the Arbitration Rules shall be applicable to claims of less than $1,000,000.00. Arbitrators shall be licensed attorneys selected from the Commercial Financial Dispute Arbitration Panel of the AAA. The parties do not waive applicable Federal or state substantive law except as provided herein. Preservation and Limitation of Remedies. Notwithstanding the preceding binding arbitration provisions, the parties agree to preserve, without diminution, certain remedies that any party may exercise before or after an arbitration proceeding is brought. The parties shall have the ri ght to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies, as applicable: (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale or under applicable law by judicial foreclosure including a proceeding to confirm the sale; (ii) all rights of self-help including peaceful occupation of real property and collection of rents, set-off, and peaceful possession of personal property; (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceeding; and (iv) when applicable, a judgment by confession of judgment. Any claim or controversy with regard to any party's entitlement to such remedies is a Dispute. Waiver of Jury Trial. THE PARTIES ACKNOWLEDGE THAT BY AGREEING TO BINDING ARBITRATION THEY HAVE IRREVOCABLY WAIVED ANY RIGHT THEY MAY HAVE TO JURY TRIAL WITH REGARD TO A DI SPUTE AS TO WHICH BINDING ARBITRATION HAS BEEN DEMANDED.

DISCLOSURE OF INFORMATION; CONFIDENTIALITY. Bank shall hold all non-public information with respect to Borrower and its subsidiaries obtained pursuant to the Loan Documents in accordance with its customary procedures for handling confidential information; provided, that Bank may disclose any such information to the extent such disclosure is (i) required by law or requested or required pursuant to any legal process, (ii) requested by, or required to be disclosed to, any regulatory agency or authority, (iii) used in any suit, action or proceeding for the purpose of defending itself, reducing its liability or protecting any of its claims, rights, remedies or interests under or in connection with the Loan Documents or (iv) which had been publicly disclosed other than as a result of a disclosure by Bank prohibited

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by this Agreement; provided further, Bank shall notify Borrower of any potential disclosure pursuant to (i), (ii) or (iii) above and Borrower may defend against the disclosures set forth in (i), (ii) or (iii) above.

AMENDED AND RESTATEMENT OF NOTE. This Note is given in modification, replacement and restatement of the Existing Note, but not in repayment or extinguishment of the unpaid indebtedness evidenced by the Existing Note, and all indebtedness formerly evidenced by said Existing Note and unpaid on the date hereof, to the extent not evidenced by the Term Note, shall now be evidenced by this Note, and as of the date hereof, said Existing Note shall no longer evidence said outstanding indebtedness. This Note shall not be considered to be a novation of said Existing Note as this Note evidences the same indebtedness.

[Signature Page Follows]

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IN WITNESS WHEREOF, Borrower, on the day and year first above written, has caused this Note to be executed under seal.

[CORPORATE SEAL]	INUVO, INC. (f/k/a KOWABUNGA!, INC., f/k/a THINK PARTNERSHIP INC.)
	By:	/s/ Gail L. Babitt
	Name:  Title:	Gail L. Babitt Chief Financial Officer

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EX-10.49

Exhibit 10.49

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT is made by and between Inuvo, Inc., a Nevada corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). The Company and the Purchasers are hereinafter collectively referred to as the “Parties.”

This offering (the “Offering”) of up to 16,800,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at an Offering price of $0.25 per Share (the “Per Share Purchase Price”) on a “best efforts” basis is being made pursuant to (a) an effective Registration Statement on Form S-3, File No. 333-139979, filed by the Company with the Securities and Exchange Commission (the “Commission”) including the prospectus contained therein (the “Base Prospectus”) which became effective as of January 26, 2007 (the “Effective Date”), and such amendments and supplements thereto as may have been required to the date of this Agreement, and (b) a prospectus supplement (the “Prospectus”) containing ce rtain supplemental information regarding only the Shares and the terms of the Offering that has been or will be filed with the Commission and delivered to the Purchaser or made available to the Purchaser by the filing by the Company of an electronic version thereof with the Commission. When used in this Agreement, the term “Registration Statement” means the Registration Statement (including all exhibits, financial schedules and all documents and information deemed to be a part of the Registration Statement pursuant to Rule 430A of the published rules and regulations (the “Rules and Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”) adopted by the Securities and Exchange Commission (the “Commission”), as amended and/or supplemented to the date of this Agreement, including the Base Prospectus.  The term “Prospectus” as used in this Agreement means the prospectus, in the fo rm in which it is to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations. Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the last to occur of the Effective Date or the date of the Prospectus, and any reference herein to the terms “amend,” “amendment,” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include (i) the filing of any document under the Exchange Act after the Effective Date or the date of the Prospectus, as the case may be, which is incorporated by reference and (ii) any such document so filed.

In connection with the Offering, the Parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE

Section 1.1

Subscription. On the Closing Date (as hereinafter defined), upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to the number of Shares set forth on the signature page hereto (the “Purchaser’s Share Amount”). Concurrent with the execution of this Agreement, each Purchaser shall deliver to the Company to 15550 Lightwave Drive, Third Floor, Clearwater, Florida, 33760, Attention: Gail L. Babitt, Chief Financial Officer:

(a)

an executed copy of this Agreement; and

(b)

an executed copy of the Escrow Agreement, the form of which is attached hereto as Exhibit A and incorporated herein by such reference; and

In addition, each purchaser shall deliver to Schneider Weinberger & Beilly, LLP, the escrow agent (“Escrow Agent”), via wire transfer, an amount equal to the Purchaser’s Share Amount times the Per Share Purchase Price (the “Purchaser’s Subscription Amount”) to the following coordinates:

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ABA 067009646

Mellon United National Bank

1801 North Military Trail

Boca Raton, Florida 33431

To the Benefit of Schneider Weinberger & Beilly LLP

IOTA Trust Account

Account No.: 0225002500

Regarding Inuvo, Inc. and [INSERT SUBSCRIBER’S NAME]

Section 1.2

Closing.  

(a)

Upon satisfaction of the covenants and conditions set forth in Section 1.3, the Closing shall occur at the offices of the Company or such other location as the Parties shall mutually agree (the “Closing Date”) at which time the Company shall deliver or cause to be delivered to each Purchaser the following:

(i)

this Agreement duly executed by the Company; and

(ii)

a copy of the irrevocable instructions to the Company’s transfer agent instructing the transfer agent to deliver via the Depository Trust Company Deposit Withdrawal Agent Commission System (“DWAC”) Shares equal to such Purchaser’s Share Amount, registered in the name of such Purchaser.

(b)

Concurrent with the Closing, the Purchaser’s Subscription Amount as deposited in escrow pursuant to the Escrow Agreement shall be immediately released to the Company without any further action by the Purchaser or the Company.

(c)

Each Purchaser acknowledges and agrees that the subscription for the purchase of Shares by such Purchaser pursuant to the terms of this Agreement and the Escrow Agreement is irrevocable when made and that the sale shall close pursuant to its terms without any further action by the Purchaser providing that the closing conditions set forth in Section 1.3 hereof are satisfied on or before January 15, 2010.

(d)

In the event of over subscriptions to the Shares, the Company reserves the right to limit the number of Shares purchased by each Purchaser, or to re-allocate the Shares among the Purchasers, in the Company’s sole discretion.

Section 1.3

Closing Conditions.

(a)

The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i)

the Company shall have entered into definitive agreements with Wachovia Bank, N.A. to modify the existing loan and credit facilities upon terms and conditions satisfactory to the Company which terms and conditions shall include (1) an extension of the maturity date of the revolving credit note and term note to no earlier than March 1, 2011; (2) setting the aggregate borrowing capacity at no less than $9.0 million; (3) future required principal reduction limited to( i) net cash proceeds from the divestiture of any subsidiaries and (ii) not more than 25% of capital raised after July 31, 2010; and (4) limiting principal payments of no more than $160,000 per month on the term note and primary mandatory reductions to no more than $1.1 million, in addition to the amounts in clause (3) above (the “Wachovia Condition”);

(ii)

the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); and

(iii)

all obligations, covenants and agreements of each Purchaser required to be

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performed at or prior to the Closing Date shall have been performed.

(b)

The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i)

the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein);

(ii)

all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; and

(iii)

from the date hereof to the Closing Date, trading in the Company’s Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market as hereinafter defined (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any mater ial adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing. “Trading Market” means any of the following markets or exchanges on which the Company‘s Common Stock is listed or quoted for trading on the date in question: the NYSE Amex, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing).

If any of the conditions to closing set forth in this Section 1.3 are not satisfied or individually waived in writing by a Purchaser on or before 5 p.m., local time, on January 15, 2010, the sale of the Shares pursuant to this Agreement will not be consummated, the Purchaser’s Subscription Amount shall be returned to the Purchaser pursuant to the terms of the Escrow Agreement and this Agreement shall automatically terminate as to such Purchasers who have not provided a written waiver without any further action of the Parties.

Section 1.4

Expenses.

Except as expressly set forth in this Agreement, the Escrow Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder (collectively, the “Transaction Documents”) to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all fees of its Transfer Agent, stamp taxes and other taxes and duties levied in connection with the delivery of any Shares to the Purchasers and shall pay up to $12,500 in legal fees of the Purchasers.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1.

Purchaser Representations and Warranties.

Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein):

(a)

Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The

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execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. The Transaction Documents to which it is a party have been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except to the extent that the enforceability hereof or thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (B) limitations upon the power of a court to grant specific performance or any other equitable remedy, or (C) a finding by a court of competent jurisdiction that the indemnification provisions herein are in violation of public policy.

(b)

Own Account. Such Purchaser is acquiring the Shares as principal for its own account and not with a view to or for distributing or reselling such Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Shares in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Shares hereunder in the ordinary course of its business.

(c)

Purchaser Status. At the time such Purchaser was offered the Shares, it was, and as of the date hereof it is, either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Securities Exchange.

(d)

Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.

(e)

No Short Position. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (collectively, a “Person”) acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales (as defined in Rule 200 of Regulation SHO under the Exchange Act but which shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock), of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) of the Compa ny or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement. Other than to other Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoi ng, for avoidance of doubt, nothing contained herein shall constitute a representation or

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warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

(f)

Purchases by Affiliates. Each Purchaser acknowledges his understanding that the Shares being sold in this Offering may be purchased by executive officers, directors and principal stockholders of the Company.

The Company acknowledges and agrees that the representations contained in Section 2.1 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transaction contemplated hereby.

Section 2.2.

Company Representations and Warranties.

The Company hereby represents, warrants and covenants to each Purchaser as follows:

(a)

The Company has been duly organized and is validly existing as a corporation in good standing under the laws of its state of incorporation. The Company is duly qualified or licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing and where failure to so qualify would have a material effect on the Company. The Company has all requisite corporate power and authority, and all material and necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies to own or lease its properties and conduct its businesses as described in the Registration Statement and Prospectus and the Company is doing business in compliance with all such authorizations, approvals, orders, licenses, certificat es and permits and all federal, state and local laws, rules and regulations concerning the business in which it is engaged except where the failure so to do business in compliance would not have a material adverse effect on the business of the Company. The disclosures herein and in the Registration Statement and Prospectus concerning the effects of federal, state and local regulation on the Company’s business as currently conducted and as contemplated are correct in all material respects and do not omit to state a material fact. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof and thereof, and all consents, authorizations, approvals and orders required in connection herewith and therewith have been obtained or will have been obtained prior to each Closing Date. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the issuance of the Shares pursuant to this Agreement except with respect to applicable federal and state securities laws.

(b)

The authorized capital of the Company is as set forth in the Company’s latest annual report on Form 10-K for the year ended December 31, 2008 and quarterly report for the quarter ended September 30, 2009 as filed by the Company with the Commission, each of which is incorporated herein by this reference. Since September 30, 2009, the Company has not issued any securities, other than Common Stock of the Company issued pursuant to the exercise of stock options previously outstanding under the Company’s stock option plans or the issuance of Common Stock pursuant to employee stock purchase plans. All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued and were issued in compliance in all material respects with U.S. federal and state securi ties laws. None of the outstanding shares of Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company, except for such rights as may have been fully satisfied or waived. There are no authorized or outstanding shares of capital stock, options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described above or accurately described in the Registration Statement or Prospectus. The description of the Company’s stock option, stock bonus and other stock

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plans or arrangements, and the options or other rights granted thereunder, as described in the Registration Statement and the Prospectus, accurately and fairly present in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.  

(c)

This Agreement and the attachments hereto have been duly and validly authorized, executed and delivered by the Company and are valid and binding agreements of the Company, enforceable in accordance with their respective terms, except to the extent that the enforceability hereof or thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (B) limitations upon the power of a court to grant specific performance or any other equitable remedy, or (C) a finding by a court of competent jurisdiction that the indemnification provisions herein are in violation of public policy. The Shares have been duly authorized and, when paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable; all corporate action required to be taken for the authorizat ion, issue and sale of such securities has been duly and validly taken and the Shares are not and will not be subject to the preemptive rights of any stockholder of the Company.

(d)

The Company has good and marketable title to, or valid and enforceable leasehold estates in, all items of real and personal property owned or leased by it, free and clear of all liens, claims, encumbrances, security interests and defects of any material nature whatsoever, except as may be set forth in the Registration Statement or Prospectus.

(e)

There is no litigation or governmental proceeding pending or threatened against, or involving the properties or business of, the Company which the Company believes would materially adversely affect the value or the operation of the properties or the business of the Company, except as set forth in the Registration Statement or Prospectus.

(f)

The financial statements of the Company contained in the Registration Statement or Prospectus fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles, consistently applied throughout the periods involved. The financial statements, together with the related notes and schedules, included or incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the Securities Act, the Exchange Act, the Rules and Regulations and the rules and regulations under the Exchange Act. No other financial statements or supporting schedules or exhibits are required by the Securities Act or the Rules and Regulations to be described, or included or incorporated by reference in the Regis tration Statement or the Prospectus. Grant Thornton LLP and Blackman Kallick LLP, who have audited certain financial statements and related schedules included or incorporated by reference in the Registration Statement and the Prospectus are independent registered public accounting firms as required by the Securities Act and the Rules and Regulations and the Public Company Accounting Oversight Board (United States) (the “PCAOB”). Except as pre-approved in accordance with the requirements set forth in Section 10A of the Exchange Act, Grant Thornton LLP and Blackman Kallick LLP have not been engaged by the Company to perform any “prohibited activities” (as defined in Section 10A of the Exchange Act).

(g)

There has been no material adverse change in the condition or prospects for commercialization of the Company, financial or otherwise, as of the latest dates as of which such condition or prospects, respectively, are set forth in the Registration Statement or Prospectus and the outstanding debt, the property and the business of the Company each conforms in all material respects to the descriptions thereof contained therein.

(h)

The Company is not in violation of its Articles of Incorporation, as amended (the “Articles of Incorporation”), or Bylaws. Neither the execution and delivery of this Agreement nor the issuance of the Shares nor the compliance by the Company with the terms and provisions contained herein has conflicted with or will conflict with, or has resulted in or will result in a breach of, any of the

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terms and provisions of, or has constituted or will constitute a default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, note, loan or credit agreement or any other agreement or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company is subject; nor will such action result in any violation of the provisions of the Articles of Incorporation or the Bylaws of the Company, or any statute or any order, rule or regulation applicable to the Company of any court or of any federal, state or other regulatory authority or other government body having jurisdiction over the Company; except for any conflict, breach, default, lien, charge or encumbrance which does not have a material and adverse effect on the Company, any of its business, property or assets, or any transactions contemplated hereby.

(i)

All taxes which are due and payable from the Company have been paid in full, and the Company does not have any material tax deficiency or claim outstanding, assessed or proposed against it.

(j)

Subsequent to the dates as of which information is given in this Agreement or the Registration Statement or Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company has not (A) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money, in excess of $250,000 in the aggregate, except pursuant to the customary terms of the financing agreements with Wachovia Bank, N.A., or (B) entered into any transaction other than in the ordinary course of business, or (C) declared or paid any dividend or made any other distribution on or in respect of its capital stock.

(k)

The Company owns or possesses, free and clear of all liens or encumbrances and rights thereto or therein by third parties, the requisite licenses or other rights to use all trademarks, service marks, copyrights, service names, trade names, patents, patents applications and licenses necessary to conduct and material to its business (including, without limitation any such licenses or rights described herein as being owned or possessed by the Company), and there is no material claim or action by any person pertaining to, or proceeding, pending or threatened, which challenges the exclusive rights of the Company with respect to any trademarks, service marks, copyrights, service names, trade names, patents, patent applications and licenses used in the conduct of the Company’s businesses (including, without limitation, any such licenses or rights described herein or in the Registration Statement or Prospectus as being owned or possessed by the Company); the Company’s current products, services and processes do not and will not infringe on any patents currently held by third parties.

(l)

Other than as may be disclosed in the Registration Statement or Prospectus, the Company is not under any obligation to pay any material royalties or fees of any kind whatsoever to any third party with respect to technology it has developed, used, employs or intends to use or employ.

(m)

This Agreement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated herein or necessary to make the statements herein, in light of the circumstances under which they were made, not misleading. All statements of material facts herein (including, without limitation, any attachment, exhibit or schedule hereto or thereto) are true and correct as of the date hereof and will be true and correct on the Closing Date.

(n)

Neither the Company, nor to the best of its knowledge any of its officers, directors, employees or agents, nor any other person acting on behalf of the Company has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who is or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) which (A) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (B) if not given in the past, might have had a materially adverse effect on the assets, business operations of the

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Company as reflected in any of the financial statements included in the Registration Statement and Prospectus, or (C) if not continued in the future, might adversely affect the assets, business, operations or prospects of the Company.

(o)

The Company is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing Date. Except as set forth in the Registration Statement and Prospectus, the Company (including its consolidated subsidiaries) maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken wi th respect to any differences. Except as may be set forth in the Registration Statement and Prospectus, the Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Rules and Regulations. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and proce dures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(p)

Except as set forth in the Prospectus Supplement, no brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

(q)

The Company is subject to and in compliance in all material respects with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed on NYSE Amex, and the Company has taken no action designed to, or reasonably likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from NYSE Amex, nor has the Company received any notification that the Commission or NYSE Amex is contemplating terminating such registration or listing. The Company has taken all necessary actions to ensure that it is in compliance with all applicable corporate governance requirements set forth in the NYSE Amex Rules and Company Guide. No consent, approval, authorization or order of, or filing, notification or registration with, NYSE Ame x is required for the listing and trading of the shares of Common Stock on NYSE Amex, expect for the filing of an additional listing application for the Shares with NYSE Amex. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 2.1, no approval of the shareholders of the Company under the rules and regulations of NYSE Amex is required for the Company to issue and deliver to the Purchasers the Shares.

(r)

Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 2.1(e) and 3.6 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers have been asked by the Company to agree, nor has any Purchaser agreed, to desist from

8

purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Company’s Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivat ive” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Purchaser owns the Shares purchased hereunder, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

(s)

The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii) compensation paid to the finder described in the Prospectus Supplement.

(t)

The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the Rules and Regulations of the Commission, will file the Prospectus (as defined below), with the Commission pursuant to Rule 424(b) of the Rules and Regulations.

(u)

The conditions to the use of Form S-3 in connection with the Offering and sale of the Shares as contemplated hereby have been satisfied. The Registration Statement meets, and the Offering and sale of the Shares as contemplated hereby complies with, in all material respects, the requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(4) and (a)(5) of the Rules and Regulations).

(v)

No order preventing or suspending the use of the Prospectus has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been instituted or, to the knowledge of the Company, threatened by the Commission, and each Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Securities Act and the Rules and Regulations, and did 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 the light of the circumstances under which they were made, not misleading.

(w)

At the time the Registration Statement became effective, at the date of this Agreement and at the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus, at the time the Prospectus was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not contain an untrue statement of a

9

material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(x)

The documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and none of such documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commi ssion thereunder and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(y)

The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act.

ARTICLE III

OTHER AGREEMENTS OF THE PARTIES

Section 3.1

Furnishing of Information. For a period of six (6) months from the Closing Date, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

Section 3.2

Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares for purposes of the rules and regulations of any Trading Market such that it would require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.

Section 3.3

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed for a period of at least six (6) months from the Closing Date, and concurrently with the Closing, the Company shall apply to list or quote all of the Shares on such Trading Market and promptly secure the listing of all of the Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares, and will take such other action as is necessary to cause all of the Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Marke t and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market.

Section 3.4

Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Shares or otherwise.

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ARTICLE V

INDEMNIFICATION

(a)

The Company hereby agrees to indemnify and hold harmless each Purchaser, their stockholders, directors, partners, employees, agents, attorneys and each Person, if any, who controls such Purchaser, against any and all losses, claims, damages or liabilities to which such Purchaser or any such Person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained herein, in the Registration Statement, in the Prospectus, in the Transaction Documents or in any statement made to or in any filing with the Commission or to or with any state securities commission, bureau or office (including any amendments thereto), or arise out of or based upon the omission or alleged omission to state herein or therein a materi al fact required to be stated herein or therein or necessary to make the statements herein or therein not misleading (unless such statements are made or omitted in reliance upon and in conformity with written information furnished to the Company with respect to such Purchaser by such Purchaser expressly for use herein or therein or any amendment hereof or supplement hereto), or any violation by the Company of the Securities Act or state “blue sky” laws, or any breach by the Company of its obligations, representations or warranties hereunder and/or (ii) provided that the impact on the Company is material, the Company’s failure to (A) maintain a system of internal accounting controls sufficient to provide reasonable assurance as to the matters described in (i) through (iv) of Section 2.2 (o) above and/or (B) the Company’s failure to establish disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under th e Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Rules and Regulations.

(b)

Promptly after receipt by an indemnified party under subparagraph (a) of the notice of commencement of any action covered by subparagraph (a), such indemnified party shall within five (5) business days notify the indemnifying party of the commencement thereof; the omission by one indemnified party to so notify such indemnifying party shall not relieve the indemnifying party of its obligations hereunder except to the extent such indemnifying part has been materially prejudiced by such omission, shall not relieve the indemnifying party of its obligation to indemnify any other indemnified party that has given such notice and shall not relieve the indemnifying party of any liability outside of this indemnification. In the event that any action is brought against the indemnified party, and it shall notify the indemnifying party in a timely manner, the indemnifying party will be entitled to participate in such action and, to the extent it may desire, to assume and control the defense thereof with counsel chosen by it. After notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party will not be liable to such indemnified party under such subparagraph for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof, but the indemnified party may, at its own expense, participate in such defense by counsel chosen by it without, however, impairing the indemnifying party’s control of the defense. Notwithstanding anything to the contrary contained herein, the indemnified party shall have the right to choose its own counsel and control the defense of any action, all at the reasonable expense of the indemnifying party, if (i) the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such action at the expense of th e indemnifying party, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to such indemnified party to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party shall have reasonably conclude that there may be defenses available to such indemnified party that differ from the defenses available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party), in any of which events such reasonable fees and expenses of one additional counsel (for all indemnified parties) shall be borne by the indemnifying party (in the case of the Purchasers, one additional counsel for the Purchasers. No settlement of any action or

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proceeding against an indemnified party shall be made without the consent of the indemnified party, which consent shall not be unreasonably withheld.

ARTICLE VI

NOTICES

Any notice, request, instruction, or other document required by the terms of this Agreement, or deemed by any of the Parties hereto to be desirable, to be given to any other party hereto shall be in writing and shall be given by personal delivery, overnight delivery, mailed by registered or certified mail, postage prepaid, with return receipt requested, or sent by facsimile transmission to the addresses of the Parties set forth below each Party’s signature on this Agreement. The persons and addresses set forth below each Party’s signature on this Agreement may be changed from time to time by a notice sent as aforesaid. If notice is given by personal delivery or overnight delivery in accordance with the provisions of this Article, such notice shall be conclusively deemed given at the time of such delivery provided a receipt is obtained from the recipient. If notice is given by mail in acc ordance with the provisions of this Article, such notice shall be conclusively deemed given upon receipt and delivery or refusal. If notice is given by facsimile transmission in accordance with the provisions of this Article, such notice shall be conclusively deemed given at the time of delivery if during business hours and if not during business hours, at the next business day after delivery, provided a confirmation is obtained by the sender.

ARTICLE VII

MISCELLANEOUS

(a)

This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely therein, without giving effect to the rules of conflicts of law. The Parties agree that the courts of the County of Pinellas County, State of Florida shall have sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement and the transactions contemplated herein shall be the venue and exclusive proper forum in which to adjudicate any case or controversy arising either, directly or indirectly, under or in connection with this Agreement and the parties further agree that, in the event of litigation arising out of or in connection with this Agreement in these courts, they will not contest or challenge the jurisdiction or venue of these courts. IN ANY ACTION, SUIT, OR PRO CEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(b)

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

(c)

This Agreement represents the entire agreement between the Parties relating to the subject matter hereof, superseding any and all prior to contemporaneous oral and prior written agreements and understandings. This Agreement may not be modified or amended nor may any right be waived except by a writing signed by the party against whom the modification or waiver is sought to be enforced.

(d)

The warranties, representations and covenants of the Company and the Purchaser contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing.

(e)

The captions and headings contained herein are solely for convenience of reference and do not constitute a part of this Agreement.

(f)

There are no unlicensed finder fees owed in connection with the sale of the Shares.

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(g)

Each of the attachments hereto is hereby incorporated herein as if each of such attachments were fully set forth herein in its entirety. Each of such attachments is hereby expressly made a part of this Agreement.

(h)

The terms of the Offering may only be amended or modified by the agreement of the Company and each Purchaser subscribing for the Shares.

(i)

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties agree that this Agreement may be executed by facsimile signatures or other electronic means and such signatures shall be deemed originals.

[SIGNATURE PAGE APPEARS ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the undersigned have caused this Subscription Agreement to be duly executed by their respective authorized signatories as of the date indicated below.

Name of Purchaser: ________________________________________________________

Signature of Authorized Signatory of Purchaser: _________________________________

Name of Authorized Signatory: _______________________________________________

Title of Authorized Signatory: ________________________________________________

Date:

___________________________________________________________________

Email Address of Authorized Signatory:_________________________________________

Facsimile Number of Authorized Signatory: _________________________________________

Address for Notice of Purchaser:

Address for Delivery of Share for Purchaser (if not same as address for notice):

Subscription Amount: $_________________

Shares: _________________

EIN Number: [PROVIDE THIS UNDER SEPARATE COVER]

SUBSCRIPTION ACCEPTED THIS ____ DAY OF DECEMBER 2009.

INUVO, INC.

By:

_______________________

Richard K. Howe/Gail L. Babitt

President and CEO/Chief Financial Officer

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EX-99.1

Exhibit 99.1

Clearwater, FL 12/29/2009

Inuvo Announces Completion of Wachovia Debt Restructuring and Capital Infusion

CLEARWATER, Fla.--Inuvo™, Inc. is pleased to announce that it has completed a financial recapitalization of the Company through the sale of common stock at $0.25 per share and the restructuring of its existing credit facility.  The transaction raised approximately $4.2 million dollars and the stock was offered at a premium to market on the offering date.

The Company is also pleased to announce that it has restructured its loan agreements with Wachovia Bank, N.A. ("Wachovia"), which will provide asset and term based debt financing to the Company through March 31, 2011. Details of the transactions are available in the Company’s Form 8-K filing today, December 29, 2009.

Richard K. Howe, President and Chief Executive Officer of Inuvo, commented, “Having sufficient and secure capital to fund strategic initiatives is critical to our ability to deliver results for shareholders.  I am thrilled that every single member of our board and numerous members of the management team participated in this capital raise thus reaffirming their confidence in the long-term prospects for our Company.”

Tom Unterberg, Chief Executive Officer of Unterberg Capital Partners and a lead investor on the equity transaction, added, "We are pleased to be part of this transaction and are looking forward to being an active participant in Inuvo's growth."

Gail Babitt, Chief Financial Officer for Inuvo, stated, “As of December 31, 2009, the combination of the revised Wachovia credit facility and the cash generated from this equity raise provides sufficient working and growth capital to drive our business. We welcome our new investors including Unterberg Capital Partners, Galt Asset Management and Carrelton Asset Management, as well as the continued participation of BridgeHampton Capital and William Blair Asset Management, among others.”

About Inuvo™, Inc.

Inuvo is a leading provider of performance-based online marketing services that deliver customers to advertisers and revenue to publishers. Clients achieve their goals across marketing channels that include search, affiliate, lead generation and email. For more information, visit www.inuvo.com.

Comparable companies include: ValueClick, Inc. (VCLK), Marchex, Inc. (MCHX), InterCLICK, Inc. (ICLK), LookSmart, Ltd. (LOOK), and Local.com Corp. (LOCM).

  www.inuvo.com

Contacts

Inuvo, Inc.

Gail Babitt, Chief Financial Officer

727-324-0176
gail.babitt@inuvo.com

Investor Relations

Genesis Select Corporation
Budd Zuckerman, President

303-415-0200 ext 106
bzuckerman@genesisselect.com

  www.inuvo.com