Filed by Bowne Pure Compliance



 





Exhibit 10.28


AMENDMENT TO SENIOR
SUBORDINATED NOTE


THIS AMENDMENT (the
“Amendment”), dated as of this 25th day of October, 2007
by and between ACROSS AMERICA REAL ESTATE CORP., a Colorado corporation, having
an office at 700 Seventeenth Street, Suite 1200, Denver, Colorado 80202
(“Maker”) and BOCO INVESTMENTS, LLC, a Colorado limited liability
company, having an office at 103 West Mountain Ave., Fort Collins, Colorado
80524 (“Holder”).


WITNESSETH:


WHEREAS, Maker has
executed and delivered to Holder a Senior Subordinated Note dated
September 28, 2006 (the “Note”) to evidence Maker’s
indebtedness to Holder in the principal amount of Three Million Five Hundred
Thousand Dollars ($3,500,000.00); and


WHEREAS, Maker and
Holder amended such Senior Subordinated Note (“Amendment
No. 1”) on May 7, 2007 to further subordinate the Note to a
credit facility to be extended to Maker by United Western Bank and otherwise
modify certain terms and provisions of the Note; and


WHEREAS, Maker and
Holder amended such Senior Subordinated Note (“Amendment
No. 2”) on August 10, 2007 to waive a negative covenant which
listed an “Event of Default” under the Note as a net loss under
GAAP of greater than $1,000,000 in any calendar quarter.


NOW, THEREFORE, in
consideration of the premises set forth herein above, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, intending to be legally bound, the parties hereto do hereby
mutually and expressly understand and agree as follows:


7. Definitions. The definition of the term
“Senior Debt” appearing in Section 5, entitled
“Definitions,” of the Note is hereby amended in its entirety to
read as follows:


“Senior Debt” means all indebtedness,
obligations and other liabilities of the Company to (i) Vectra Bank
Colorado, national association, pursuant to that certain First Amendment to
Credit Agreement dated August 3, 2006, as amended, (ii) United
Western Bank (“UWB”) pursuant to that certain Credit Agreement
dated May 7, 2007 between UWB and Maker, as the same may be amended, modified,
restated or extended from time to time, (iii) BOCO Investments, LLC under
that certain Senior Subordinated Note dated October 25, 2007.


8. Subordination. The words “principal
and” appearing in line ten of Section 2, entitled
“Subordination,” of the Note are hereby deleted.





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9. Representations and Warranties. Maker hereby
represents and warrants, and Holder hereby acknowledges and agrees, that
(a) no default has occurred under the Note, (b) except as provided
herein, the Note has not been modified or amended, and (c) the execution
and delivery of this Agreement has been duly authorized by all necessary action
of the parties hereto.


10. Ratification. Except as modified by this
Amendment, all of the terms of the Note are ratified and reaffirmed and remain
in full force and effect.


11. Inurement. The terms and conditions of this
Amendment shall be binding upon and shall inure to the benefit of the parties
hereto, their successors and assigns.


12. Governing Law. The terms and conditions of this
Amendment shall be governed by the applicable laws of the State of Colorado.


IN WITNESS WHEREOF
the parties hereto have each caused this Amendment to be executed by their
respective duly authorized representatives, as of the day and year first
above written.


MAKER:


ACROSS AMERICA
REAL ESTATE CORP., 

a Colorado corporation


By:
/s/                                                  

Name:
                                         

Title:
                                           




HOLDER:


BOCO INVESTMENTS,
LLC,




a Colorado
limited liability company


By:
/s/                                                  

Name:
                                         

Title:
                                           







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