EXHIBIT 10.5

BRIDGE LOAN AGREEMENT

     This Bridge Loan Agreement is made as of  January 28, 2008 (the “ Effective Date ”) between S3 Investment Company, Inc., a California corporation (the “ Company ” or “ SIVC” ), and the investors listed on the SCHEDULE OF INVESTORS attached hereto (the “ Investors” ).

     The Company is currently in need of funds to help finance its operations until the closing of its next round of financing, but will not be able to complete any such transaction without an immediate infusion of short-term working capital.  In order to provide for this need, the Investors and the Company are now entering into a bridge loan in the aggregate amount of up to $600,000 (the “ Commitment Amount ”), and related transactions, on the terms of this Agreement.

     In consideration of the mutual covenants contained in this Agreement, it is agreed as follows:

1.    Initial Bridge Transaction .  

Concurrently with execution of this Agreement, each Investor will deliver to the Company funds equal to the "Initial Loan Amount" listed on the Schedule of Investors.  Upon receipt of the funds, the Company will issue to each Investor a Senior Promissory Note in the form attached as Exhibit A (which, with any notes on substantially the same terms that may be issued to any or all of the Investors, are herein called the “ Senior Notes” ), in a principal amount equal to the "Initial Loan Amount" listed on the Schedule of Investors.  The Investors may, but are under no obligation to, invest additional amounts during each Additional Closing (as defined below) and pursuant to Section 2.2 below.

2.   Closing(s) .

2.1  

The Closing . The purchase and sale of the Senior Notes will take place at the offices of Crone Rozynko, LLP, 101 Montgomery Street, Suite 1950, San Francisco California 94104, at 11:00 a.m. Pacific time, on January 28, 2008, or at such other time and place as the Company and the Investors who have agreed to purchase a majority of the aggregate principal amount of the Senior Notes listed on the Schedule of Investors, mutually agree upon (which time and place are referred to as the “ Closing ”). At the Closing, each Investor will deliver to the Company payment in full for the Senior Note in the amount set forth opposite such Investor’s name listed on the Schedule of Investors, which such Investor agrees to purchase at the Closing by (i) a check payable to the Company’s order, (ii) wire transfer of funds to the Company, or (iii) any combination of the foregoing.  At the Closing, the Company will deliver to each Investor a duly executed Senior Note in the principal amount set forth opposite such Investor’s name on the Schedule of Investors.

1

  2.2

  Additional Closing(s) .

(a)

Conditions of Additional Closing(s) .  On the funding dates set forth below, the Company may, at one or more additional closings (each an “Additional Closing” ), issue and sell to the Investors additional Senior Notes in proportion to each Investor to the Senior Notes sold at the Closing, and such Senior Notes having an aggregate principal amount of up to $500,000, provided, however, that achievement of the milestone event at each such Additional Closing shall have been previously approved by a majority of the aggregate principal amount of the Senior Notes:

(b)

Pre-Closing Delivery of Funds . The Company and the Investors acknowledge that certain Investors may deliver checks or wire transfers to the Company in anticipation of Closing or any Additional Closing hereunder, and the Company agrees that it will hold such hinds in escrow on behalf of the Investors until the Closing conditions in Section 7 of this Agreement have been satisfied with regard to such Closing. If such Closing does not occur within five (5) business days of delivery of such funds, the Company will return on the next business day to any Investor the entire payment.

2

3.    Subordination.

     (a)  All indebtedness of the Company is hereby made subordinate and junior to the Senior Indebtedness (as defined below).  Upon

          (1)  any distribution of all or substantially all of the assets of the Company, or

          (2)  any payment or distribution of assets of the Company of any kind or character, whether in cash, property, or securities, to creditors in connection with any dissolution, winding-up, total or partial liquidation or reorganization of the Company,

all principal and interest due or to become due upon all Senior Indebtedness will first be paid in full before any person will be entitled to receive any payments or retain any assets so paid or distributed; the Investors irrevocably authorize and direct the Company to effect all payments required by this sentence.

     (b)  For purposes of this Agreement, “ Senior Indebtedness” means all principal, premium, interest, costs and other amounts due in respect of the Senior Notes (and all renewals, extensions, refundings, refinancings and replacements of such obligations).

4.   Representations and Warranties of The Company .

The Company hereby represents and warrants to each Investor that, except as set forth in the Schedule of Exceptions (the “ Schedule of Exceptions ”) attached to this Agreement as Exhibit B (which Schedule of Exceptions shall be deemed to be representations and warranties to the Investors by the Company under this Section 4), the statements in the following paragraphs of this Section 4 are all true and complete as of immediately prior to the Closing and Additional Closing:

4.1

Organization, Good Standing, and Qualification . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties. The Company has all requisite corporate power and authority to own its properties, to carry on its business as now conducted, and to enter into and perform its obligations under this Agreement and the agreements and instruments contemplated by it.

4.2

Capitalization . The authorized capitalization of the Company immediately prior to the Closing is as follows:

                       (a) Common Stock .     5,000,000,000  shares of Common Stock
(the “ Common Stock ”), 1,300,000,000 of which were issued and outstanding. The Company has reserved 12,000,000 shares of Common Stock for issuance upon conversion of the Preferred Stock.

3

(b)

Preferred Stock .  

100,000,000 shares of Preferred Stock (the
“ Preferred Stock ”), 12,000,000 of which have been as designated Series A Preferred, all of which are issued and outstanding.
   

(c)  

Other Rights to Acquire Stock . Except for (i) the conversion privileges of the Senior Notes, (ii) the Common Stock issuable on conversion of the Senior Notes or in payment of interest on the Senior Notes, and (iii) the conversion privileges of the Preferred Stock;  there are no options, warrants, conversion privileges or other rights (or agreements for any such rights) outstanding to purchase or otherwise obtain from the Company any of the Company’s securities.

4.3

Authorization .

All corporate action on the part of the Company necessary for the authorization, execution and delivery of this Purchase Agreement, the Put Agreement attached hereto as Exhibit C (the “ Put Agreement ”) and the performance of all obligations of the Company hereunder, and the authorization, issuance and delivery of each Senior Note has been taken or will be taken prior to the relevant Closing. This Purchase Agreement, the Put Agreement and the Senior Notes, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

4.4

Valid Issuance .        The Senior Notes and the shares of  the Common Stock issuable on conversion of the Senior Notes or in payment of interest on the Senior Notes (the “ Shares”, and collectively with the Senior Notes, the “ Securities ”), when issued, sold, and delivered in accordance with the terms of the this Agreement and Senior Note, will be duly and validly issued, fully paid and non-assessable and, based in part upon the representations of the Investors in this Purchase Agreement, will be issued in compliance with all applicable federal and state securities laws.

4 .5   

Compliance with Other Instruments . The Company is not in violation or default of any provisions of any instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound. The execution, delivery and performance of the Purchase Agreement and the Put Agreement, the consummation of the transactions contemplated hereby and the authorization, issuance and delivery of the Securities will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree or contract, or an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company.  The Company:  (a) has entered into the bridge transaction after careful consideration of all alternatives; (b) is aware of the potential return to the Investors pursuant to the bridge transaction; (c) acknowledges that the amount of the potential return to the Investors appropriately reflects the risk inherent in the bridge transaction; and (d) hereby covenants not to assert a defense of usury to any action by an Investor to collect any amount due under a Senior Note.

4

5.    Investors' Representations .  

Each Investor represents and warrants to the Company as follows:

     (a)  the Investor is an "accredited investor" within the meaning of

Regulation D under the Securities Act of 1933, as amended (the “ Securities

Act ”);

     (b)  the Investor is acquiring the Securities for its own account for

purposes of investment, and not with a view toward the sale or other

distribution thereof,

     (c)  the Investor has received or had access to all information it

deems necessary to make a judgment with respect to the acquisition of the

Securities, including the opportunity to ask questions of and discuss the

Company's business with management of the Company;

     (d)  the Investor understands that the Securities must be held

indefinitely unless registered under the Securities Act or unless an

exemption from registration exists, that no public market now exists for

the Securities, and that there may never exist a public market for the Securities;

and

     (e)  the Investor understands that the Securities have not been

registered under the Securities Act (on the ground that the sale of the

Securities is exempt from registration as not involving a public offering),

and that the reliance of the Company on such exemption is based upon the

representations made in this section.

6.    Restricted Securities .  

The Securities have not been registered under the Securities Act or any state securities law, and are not transferable except pursuant to

     (a)  a public offering registered under the Securities Act, or

     (b)  subject to the conditions specified in the following subsection, Rule 144 of the Securities and Exchange Commission (if available), or any other legally available means of transfer.

5

7.    Closing Conditions .

7.1  

Conditions to Investors’ Obligations