Exhibit
      10.1





**AMENDED
      AND RESTATED CREDIT AGREEMENT**





This
      Amended and Restated Credit Agreement is made as of April 30, 2007, which amends
      and restates that certain Credit Agreement dated December 27th, 2005, as amended
      (this “ Credit
      Agreement ”)
      among
      CASTLE PINES CAPITAL LLC, a Delaware limited liability company (“ CPC ”),
      having
      its chief executive office located at 9785 Maroon Circle, Suite 110, Englewood,
      Colorado 80112; INX
      INC.,
      a Delaware corporation, (“ INX ”
or
      “ Reseller ”),
      having
      its chief executive office located at 6401 South West Freeway, Houston, Texas
      77074 and
      VALERENT, INC., a Delaware corporation, having its chief executive office
      located at South West Freeway, Houston, Texas 77074 (“ VALERENT ”).
      Unless
      otherwise defined within this Credit Agreement, capitalized terms have the
      meaning set forth in Section
      25 ,
      below.




**WHEREAS** ,
      Reseller
      has applied to CPC for a credit facility; and




**WHEREAS** ,
      CPC is
      willing to accommodate the request for credit upon and subject to the terms,
      conditions and provisions of the Documents (defined below); and




**WHEREAS** ,
      Reseller
      has informed CPC that all of the assets of Valerent, have been sold and as
      such,
      Valerent should no longer be a party to this Credit Agreement, and CPC is
      willing to release Valerent as a party to this Credit Agreement, subject to
      the
      terms and conditions set forth herein;




**NOW,
      THEREFORE** ,
      in
      consideration of the premises and for other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, Reseller and CPC
      hereby mutually covenant and agree as follows:




**1.**  **Extensions
      of Credit.** Subject
      to the terms of this Credit Agreement together with the attached Financial
      Covenants Amendment to Credit Agreement and Paydown Amendment to Credit
      Agreement (collectively, this “ Agreement ”),
      CPC
      has made a discretionary line of credit up to a maximum aggregate amount of
      $50,000,000 outstanding funded indebtedness (the “ Line
      of
      Credit ”)
      available to Reseller. The Line of Credit may be used to enable Reseller to
      purchase inventory from CPC approved vendors (“ Vendors ”).
      Up to
      a maximum aggregate amount of $10,000,000 of the Line of Credit may be used
      at
      Reseller’s election, to pay for Financed Inventory on the Extended Payment Due
      Date or may be used for revolving credit loans for general working capital
      purposes (the “ Revolving
      Credit Commitment ”).
      CPC's
      decision to advance funds shall be made by CPC in its reasonable discretion.
      CPC
      may combine all of CPC's advances to Reseller or on Reseller's behalf, whether
      under this Agreement or any other agreement between CPC and Reseller, together
      with all finance charges, fees and expenses related thereto, to make one debt
      owed by Reseller.




**2.**  **Financing
      Terms** .




**(a)**
            **Financed
                Inventory - General.**Upon the terms and conditions set forth herein, CPC agrees to
                finance:




Reseller’s
      purchases of Inventory from Vendors (“ Financed
      Inventory ”),
      for
      which payment shall be due on the Payment Due Date;




Upon
      agreeing to finance an item of Financed Inventory, CPC will send Reseller a
      TS,
      identifying such Financed Inventory and if not otherwise provided herein, the
      interest rate applicable to such Financed Inventory.




Upon
      Reseller’s election to pay for Financed Inventory on the Extended Payment Due
      Date, CPC will send Reseller a CPC Extended Pay Notification.




Reseller
      may elect to remit payment for Financed Inventory on the Extended Payment Due
      Date up to the maximum amount available under the Revolving Credit Commitment
      (i.e., the Revolving Credit Commitment minus all
      outstanding Revolving Credit Loans), which Indebtedness qualifying thereunder
      shall be assessed interest at the Extended Payment Rate.


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**(b)**
            **Revolving
                Credit Loans**.




**(i)** **General
      Terms** .
      Subject
      to the terms of this Agreement, during the availability period described in
      subsection 2(d) below, CPC will make an advance (individually a “ Revolving
      Credit Loan ”
and,
      collectively, the “ Revolving
      Credit Loans ”)
      from
      time to time, in an aggregate principal amount not to exceed the lesser of
      (A)
      the Revolving Credit Commitment or (B) the Borrowing Base (as defined in
      subsection 2(b)(ii) below) (the “ Revolving
      Credit Availability ”).
      During
      the availability period, Reseller must repay principal amounts borrowed as
      provided in subsection 2(f) below. Principal repaid may be reborrowed. CPC
      may
      apply payments received from Reseller under this subsection to the Indebtedness
      in the order and the manner as CPC, in its discretion, may
      determine.




**(ii)** **Borrowing
      Base.** “ Borrowing
      Base ”
means
      an
      amount, determined by CPC from time to time, equal to the sum of:




(A)
      85% of
      the total outstanding balance owed with respect to Eligible Accounts, plus




(B)
      100%
      of the value of all Financed Inventory; plus




(C)
      75% of
      other Accounts approved by CPC in its sole discretion.




In
      determining the value of Financed Inventory to be included in the Borrowing
      Base, CPC will use the lower of (X) Reseller’s cost, or (Y) Reseller’s estimated
      market value.




**(c)**
            **Availability
                Period.**Revolving Credit Loans are available between the date of this Agreement
                and the Termination Date (as defined inSection
                17below).




**(d)**
            **Conditions
                to Availability of Revolving Credit Loans.**In
                addition to the items required to be delivered to CPC underSection
                5,
                “Covenants” andSection
                7,
                “Financial Information and Notices” of this Agreement, contemporaneously
                with a request for Revolving Credit Loans, or at such times as may
                be
                requested by CPC, Reseller shall promptly deliver to CPC a Borrowing
                Base
                Certificate setting forth the Eligible Accounts, all Financed Inventory.
                All Revolving Credit Loans made under this Agreement shall be conclusively
                presumed to have been made to, at the request of, and for the benefit
                of
                Reseller when deposited to the credit of Reseller or otherwise disbursed
                in accordance with the instruction of Reseller in accordance with
                the
                terms and conditions of this
                Agreement.




**(e)**
            **Interest
                Rate (Revolving Credit Loans).**The
                interest rate applicable to Revolving Credit Loans is equal to the
                Prime
                Rate plus One-Half of One Percent
                (0.50%).




**(f)**
            **Repayment
                Terms (Revolving Credit
                Loans).**




(i)  
      Reseller will pay interest on any outstanding Indebtedness under the Revolving
      Credit Loans each
      month, commencing April, 2007, as billed by CPC.




(ii)
      Reseller will repay in full, all principal and any unpaid interest or other
      charges outstanding under the Revolving Credit Loans no later than the
      Termination Date; except with respect to any Advance as an Overline (defined
      in
      subsection 2(h) below).




(iii)
      Reseller may prepay the Revolving Credit Loans in full or in part at any time
      without any penalty or premium. The prepayment will be applied to the most
      remote payment of principal due under this Agreement.




**(g)**
            **Overlines.**Reseller may request and CPC may be willing in its sole and absolute
                discretion to make Advances to Reseller in excess of the Line of
                Credit
                (each an “Overline”
                and collectively, the “Overlines”).
                The aggregate amount of permitted Overlines and the duration of time
                such
                Overlines may be available to Reseller shall be communicated to Reseller
                via a separate written communication from CPC, the terms of which
                shall be
                incorporated herein by reference.




**3.**  **Security
      Interest.** Reseller
      hereby grants to CPC a security interest in all of the Collateral as security
      for all Indebtedness.




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**4.**  **Representations
      and Warranties** .
      Reseller
      represents and warrants to CPC on the date hereof, and shall be deemed to
      represent and warrant to CPC on each date on which an Advance is made to
      Reseller hereunder, that:




(a)
      Reseller (i) is in good standing in its state of organization identified in
      the
      preamble to the Credit Agreement, (ii) is qualified to transact business as
      a
      foreign organization, and is in good standing under the laws of, all
      jurisdictions in which it is required by applicable law to maintain such
      qualification and good standing except to the extent that the failure to qualify
      or maintain good standing could not reasonable be expected to have a Material
      Adverse Effect, (iii) does not conduct business under any trade styles or trade
      name(s) except as listed in Exhibit
      B attached
      hereto, (iv) has all the necessary authority to enter into and perform this
      Credit Agreement, and such agreement and performance will not violate Reseller’s
      Organizational Documents or any law, regulation or agreement binding upon
      it;




(b)
      Reseller (i) keeps its records respecting accounts and chattel paper at its
      chief executive office or at such other office of Reseller located in the State
      of Texas which Reseller has identified to CPC in writing, (ii) maintains
      Collateral solely at Permitted Locations;




(c)
      this
      Agreement correctly sets forth (i) Reseller’s true legal name, (ii) the type of
      Reseller’s organization, and (iii) Reseller’s state of
      organization;




(d)
      all
      information supplied by Reseller in writing to CPC in connection with this
      Agreement, including all information within the Documents, regarding Accounts,
      financial, credit or accounting statements and application for credit, is true,
      correct and complete in all material respects; all financial statements
      furnished to CPC in connection with such application or hereunder have been
      prepared in accordance with GAAP and fairly present in all material respects
      the
      financial condition and results of operations of Reseller as of the dates and
      for the period indicated herein; Reseller has no material, contingent
      liabilities, liabilities for taxes, unusual forward or long-term commitments,
      or
      unrealized or anticipated losses from any unfavorable commitments except as
      referred to or reflected in such financial statements; there has been no
      material adverse changes in the business, condition (financial or otherwise),
      operations, prospects, or properties of Reseller since the effective date of
      the
      most recent financial statements referred to in Section
      7 ;




(e)
      all
      advances and other transactions hereunder are for lawful commercial
      purposes;




(f)
      Reseller has good title to all Collateral;




(g)
      Reseller is not an “investment company” within the meaning of the Investment
      Company Act of 1940, as amended;




(h)
      there
      are no actions or proceedings pending or threatened against Reseller which
      could
      reasonably be expected to have a Material Adverse Effect;




(i)
      Reseller has provided CPC with a copy of Reseller’s Organizational Documents,
      and will provide any subsequent amendments thereto bearing indicia of filing
      from the appropriate governmental authority, if applicable, and such other
      documents as CPC may reasonably request from time to time;




(j)
      none
      of the proceeds resulting from this Agreement, and (ii) those loans described
      in Section
      2(b)(i) ,
      will be
      used directly or indirectly to fund a personal loan to or for the benefit of
      a
      director or executive officer of Reseller; and




(k)
      there
      is no fact which Reseller has not disclosed to CPC in writing which could
      materially adversely affect the properties, business or financial condition
      of
      Reseller, or any of the Collateral, or which it is necessary to disclose in
      order to keep the foregoing representations from being misleading.




**5.**  **Covenants.** From
      the
      date hereof and until the payment and performance in full of all of the
      Indebtedness, Reseller covenants with CPC that:




a.
            Until
                sold as permitted by this Agreement, Reseller shall own all Financed
                Inventory and Accounts free and clear of all liens, security interests,
                claims and other encumbrances, whether arising by agreement or operation
                of law (collectively "Liens")
                other than (i) Liens in favor of other persons with respect to which
                CPC
                shall have first consented in writing, (ii) any Liens existing on
                the
                Closing Date with respect to leased equipment, (iii) Liens for taxes,
                fees, assessments or other governmental charges or levies, either
                not
                delinquent or being contested in good faith by appropriate
                proceedingsand
                for which Reseller maintains adequate reserves,
                provided the same have no priority over any of CPC’s security interests,
                (iv) Liens arising from judgments, decrees or attachments arising
                from
                circumstances that do not constitute a Default hereunder, for which
                Reseller maintains adequate reserves and are inferior to any lien
                of CPC,
                (v) other Liens not described above arising in the ordinary course
                of
                business and not having or not reasonably likely to have a material
                adverse effect on Reseller and which are inferior to any lien of
                CPC,
                (clauses (i) through (v) above, collectively, “Permitted
                Liens”).






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b.
            Reseller
                will: (1) keep all Collateral at Permitted Locations and keep all
                tangible
                Collateral in good order, repair and operating condition and insured
                as
                required herein; (2) promptly file all tax returns required by law
                and
                promptly pay all taxes, fees, and other governmental charges for
                which it
                is liable, including without limitation all governmental charges
                against
                the Collateral; (3) permit CPC and its designees, upon reasonable
                advance
                notice, to inspect the Collateral during normal business hours and
                at any
                other time CPC deems desirable (provided, however, that upon a Default,
                CPC may inspect the Collateral at such times as CPC determines is
                necessary or desirable in its sole discretion); (4) keep complete
                and
                accurate records of its business, including inventory and sales,
                and
                permit CPC and its designees to inspect and copy such records upon
                request; (5) furnish CPC with such additional information regarding
                the
                Collateral and Reseller's business and financial condition as CPC
                may from
                time to time reasonably request (including without limitation financial
                statements and projections more frequently than set forth above);
                (6)
                immediately notify CPC of any material adverse change in Reseller's
                business or condition (financial or otherwise) or in any Collateral;
                (7)
                execute all documents CPC requests to perfect and maintain CPC's
                security
                interest in the Collateral; (8) at all times be duly organized, existing,
                in good standing, qualified and licensed to do business in each
                jurisdiction in which the nature of its business or property so requires;
                (9) notify CPC of the commencement of any material legal proceedings
                against Reseller or any guarantor; (10) use the proceeds of the Revolving
                Credit Facility only to refinance an existing line of credit or to
                provide
                general working capital finance; and (11) comply with all applicable
                laws,
                rules and regulations.




c.
            Lockbox.
                Commencing on the date of this Credit Agreement, Reseller shall cause
                to
                be deposited directly all cash, checks, notes, drafts or other similar
                items relating to or constituting proceeds of or payment made in
                respect
                of any and all Accounts into lock boxes or lock box accounts in Reseller’s
                or CPC’s name (collectively, the “Lock
                Box Accounts”)
                by notifying each account debtor in writing to send each such payment
                directly to such lock box. On or before the date of this Credit Agreement,
                each bank at which the Lock Box Accounts are held, shall have entered
                into
                tri-party lock box agreements (the “Lock
                Box Account Agreements”)
                with CPC and Reseller, in form and substance acceptable to CPC. Each
                such
                Lock Box Account Agreement shall provide, among other things, that
                such
                bank executing such agreement has no rights of setoff or any other
                claim
                against such Lock Box Account, other than for payment of its service
                fees
                and other charges directly related to the administration of such
                account;
                and




Deposit
      Account Control Agreement .
      Reseller
      may maintain in its name, deposit accounts (“ Operating
      Accounts ”)
      at a
      bank or banks reasonably acceptable to CPC in which CPC will perfect the
      security interest granted under the terms of this Credit Agreement. On or before
      the date of this Credit Agreement, each bank in which Reseller maintains an
      Operating Account shall have entered into a tri-party Deposit Account Control
      agreement (each, a “ Deposit
      Account Control Agreement ”)
      with
      CPC and Reseller, in form and substance acceptable to CPC.




Each
      of
      the Lock Box Account Agreement and t he
      Deposit
      Account Control Agreement shall contain provisions which permit CPC to assert
      “control” (as such term is defined in the UCC) upon an event of
      Default.






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d.
            Reseller
                will not: (1) use (except for demonstration for sale), rent, lease,
                sell,
                transfer, consign, license, encumber or otherwise dispose of Collateral
                except for sales of inventory in the ordinary course of Reseller's
                business or to dispose of obsolete inventory; (2) sell inventory
                to an
                affiliate; (3) make any change in the principal nature of its business,
                (4) be a party to a merger, consolidation or wherein Reseller is
                not the
                surviving entity; (5) change its name or conduct business under a
                trade
                style or trade name other than those listed inExhibit
                Awithout
                giving CPC at least 30 days' prior written notice thereof; (6) change
                its
                chief executive office or office where it keeps its records with
                respect
                to accounts or chattel paper; (7) change the state in which it is
                organized (except upon giving CPC at least 30 days' prior written
                notice
                thereof); (8) grant a security interest to any third party in any
                Financed
                Inventory that is superior or pari passu with the security interest
                granted to CPC under this Agreement; (9) grant a security interest
                to any
                third party in any Accounts, other than a Permitted Lien; or (10)
                store
                Financed Inventory with any third party, exceptin
                the ordinary course of business consistent with Reseller’s past
                practices




e.
            Reseller
                will notify CPC promptly of any change in the truth or accuracy of
                any
                representation or warranty inSection
                4hereof.




f.
            At
                the time of each advance of credit under the terms of this Agreement,
                each
                representation and warranty set forth inSection
                4hereof will be true and correct.




**6.**  **Insurance** .
      Reseller
      will keep the Collateral insured for its full insurable value under an “all
      risk” property insurance policy with a company acceptable to CPC, naming CPC as
      a loss payee as its interest may appear. All insurance proceeds received by
      CPC in
      respect
      of inventory which is damaged, lost or stolen may
      be
      retained by CPC, in its sole discretion, for application to the payment of
      any
      of the principal or interest on the Indebtedness then due and owing in
      respect
      of the inventory damaged, lost or stolen .




**7.**  **Financial
      Statements**  **and
      Certificates** .
      Reseller
      will deliver to CPC:




a.    
      as soon as available and in any event within 60 days after the end of each
      quarterly period, except the last, of each fiscal year, the quarterly report
      on
      Form 10-Q of INX as prescribed by and filed with the Securities and Exchange
      Commission (or any successor agency);




b.    
      as soon as available and in any event within 90 days after the last day of
      each
      fiscal year, the annual report on Form 10-K of INX as prescribed by and filed
      with the Securities and Exchange Commission (or any successor agency);




c. as
      soon as
      available and in any event within 30 days after the end of each fiscal month
      of
      Reseller other than the last month of Reseller’s fiscal year, consolidated
      balance sheets of the Reseller and its subsidiaries (if any) as of the end
      of
      such fiscal month and the related consolidated statements of income, retained
      earnings and cash flows for such fiscal month and for the portion of the
      Reseller’s fiscal year ended at the end of such fiscal month, setting forth in
      each case in comparative form, (i) the figures for the corresponding fiscal
      month and the corresponding portion of Reseller’s fiscal year and (ii)
      Reseller’s budgeted projections for such fiscal quarter and for the portion of
      Reseller’s fiscal year ended at the end of such fiscal quarter, all in
      reasonable detail and satisfactory to CPC and certified (subject to normal
      year-end adjustments and footnote disclosures) on behalf of Reseller and the
      Subsidiaries as to fairness of presentation, GAAP and consistency by Reseller’s
      chief financial officer (“ Financial
      Officer ”);




d. within
      the
      period provided in paragraphs (a) and (b) above, the written statement of the
      Reseller, signed by a Financial Officer, showing the calculations necessary
      to
      determine compliance with this Agreement and stating that the signed thereof
      has
      re examined the terms and provisions of this Agreement and at the date of said
      statement no Default has occurred or if the signer is aware of any such Default,
      he shall disclose in such statement the nature thereof;




e. within
      15
      days after the end of each fiscal month of Reseller, or upon any request for
      borrowing under the Revolving Credit Facility, and if any outstanding
      Indebtedness exists under the Revolving Credit Facility on a weekly basis,
      to be
      delivered no later than the Friday of each week during such period: (i) a
      statement showing the age and a reconciliation of Reseller’s Accounts and
      accounts payable for the preceding month and a status of Inventory showing
      location, components and value, in such form and detail as CPC may reasonably
      request, and (ii) documentation to support the statement of Accounts described
      in subparagraph (c)(i) above, including, but not limited to, sales reports,
      cash
      receipts reports, credit and debit journals;






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f. upon
      the
      request of CPC, copies of all of Reseller’s bank statements received during such
      month and reconciliations thereof, including, but not limited to, statements
      of
      depository accounts maintained as a lock box;




g as
      soon as
      available, each Current Report on Form 8-K of INX as prescribed by and filed
      with the Securities and Exchange Commission (or any successor
      agency);




h. promptly
      upon the mailing thereof to the shareholders of INX generally, copies of all
      financial statements, reports and proxy statements so mailed;




i. schedules
      of Accounts in form and detail acceptable to CPC (which shall include current
      addresses and telephone numbers of each of Reseller’s account debtors) as often
      as requested by CPC;




j. at
      CPC's
      request, copies (or, after the occurrence of an event of Default, originals)
      of
      all orders, invoices, and similar agreements and documents; all original
      shipping instructions, delivery receipts, bills of lading, and other evidence
      of
      delivery of Inventory, the sale or disposition of which has resulted in
      Accounts;




k. at
      CPC’s
      request, the originals of all Instruments, Chattel Paper, security agreements,
      guarantees and other documents and property evidencing or securing any Accounts;
      in the same form as received and upon such request by CPC, immediately upon
      the
      receipt of each such document, with all necessary endorsements to enable CPC
      to
      enforce the same;




l. at
      CPC’s
      request, copies of all of Reseller’s federal and state tax returns, including,
      but not limited to, requests for extensions of such tax returns, when and as
      filed;




m. copies
      of
      any and all reports, examinations, notices, warnings and citations issued by
      any
      governmental or quasi-governmental (whether federal, state or local), unit,
      agency, body or entity; and




n. such
      other
      information as CPC from time to time reasonably requests.




**8.**  **Payment
      Terms** . With
      respect to Financed Inventory, Reseller will immediately pay CPC the principal
      Indebtedness on the earliest occurrence of any of the following events: (a)
      on
      the Payment Due Date, (b) on the Extended Payment Due Date (for Financed
      Inventory subject to the Extended Payment Due Date) and (c) immediately when
      the
      Inventory is lost, stolen or damaged (collectively, the “ Loss
      Date ”). A ll payments
      hereunder shall be made without setoff or counterclaim, prior to 11:00 a.m.,
      Denver, Colorado time, on the Payment Due Date, the Extended Payment Due Date
      or
      the Loss Date, as applicable, in immediately available funds or by electronic
      data interchange (“ EDI ”)
      to the
      CPC Account or as otherwise agreed between the parties (the “ Due
      Date ”).
      For
      purposes of calculating interest, payment shall be deemed to have been applied
      by CPC against the principal of and/or interest on any Indebtedness on the
      Business Day, when before 11:00 a.m., good funds are received by CPC, whether
      such payment is made by check, wire, EDI, ACH Debit or other means. Reseller
      acknowledges that the date defined as the Payment Due Date and Extended Payment
      Due Date falls on the same day of each week to establish a consistent payment
      date. CPC may change the terms of any future financing and the date for
      repayment of future Indebtedness by giving Reseller written notice specifying
      such change. Any third party discount, rebate, bonus or credit granted to
      Reseller for any Inventory will not reduce the Indebtedness Reseller owes CPC
      until CPC has received payment therefore in cash. Reseller will: (A) pay CPC
      even if any Inventory is defective or fails to conform to any warranties
      extended by any third party; (B) not assert against CPC any claim or defense
      Reseller has against any third party; and (C) indemnify and hold CPC harmless
      against all claims and defenses asserted by any buyer of any Inventory. Reseller
      waives all rights of setoff Reseller may have against CPC. CPC will have the
      continuing exclusive right to apply and reapply any and all payments received
      from Reseller or on Reseller’s behalf in such manner as CPC may deem advisable
      notwithstanding any entry by CPC upon its books and records . Notwithstanding
      anything in this Agreement to the contrary, CPC agrees that: (i) the Extended
      Payment Due Date and the Payment Due Date set forth in any TS shall not be
      any
      earlier than it is required to be pursuant to the terms of the agreement between
      CPC and the applicable Vendor; and (ii) if CPC receives a notice from any Vendor
      that the terms of the agreement between such Vendor and CPC has changed such
      that the Extended Payment Due Date or the Payment Due Date of Reseller on any
      future TS will be revised to be earlier than on any prior TS, CPC shall provide
      Reseller with written notice of such change within one Business Day of CPC
      receiving such notice from such Vendor.






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**9.**  **Calculation
      of Charges** .
      The
      outstanding principal balance of the Indebtedness and any other obligations
      arising hereunder (collectively, “ Obligations ”)
      shall
      bear interest commencing on the day immediately succeeding any Due Date; each
      at
      the per annum rate equal to the Prime Rate plus **5.0%** (the
“ Default
      Rate ”).
      Interest will be calculated for the actual number of days elapsed on the basis
      of a year consisting of 360 days. Interest is due and payable monthly in arrears
      immediately upon receipt of a billing statement from CPC for such month. Upon
      the occurrence and during the continuance of an event of Default, interest
      shall
      accrue at the Default Rate and shall be payable upon demand. CPC intends to
      strictly conform to the usury laws. Regardless of any provision contained
      herein, CPC shall never be deemed to have contracted for, charged, received,
      collected or applied as interest, any amount in excess of the maximum amount
      allowable by applicable law. If CPC ever receives interest in excess of the
      maximum amount permitted by law, CPC will apply such excess amount to the
      reduction of the outstanding unpaid principal balance, and then will pay any
      excess to Reseller. In determining whether the interest paid or payable exceeds
      the highest lawful rate, Reseller and CPC shall, to the maximum extent permitted
      under applicable law, (1) characterize any non-principal payment (other than
      payments which are expressly designated as interest payments hereunder) as
      an
      expense or fee rather than as interest, (2) exclude voluntary pre-payments
      and
      the effect thereof, and (3) spread the total amount of interest throughout
      the
      entire term of this Agreement so that the interest rate is uniform throughout
      such term.




**10.**  **Monthly
      Interest Billing Statement.** CPC
      agrees to send to Reseller
      a
      monthly interest billing statement. Reseller agrees to
      pay interest arising from Indebtedness monthly in arrears in accordance with
      the
      terms of such monthly interest billing statement and this
      Agreement..




**11.**  **Default.** The
      occurrence of one or more of the following events shall constitute an event
      of
      default by Reseller (a " Default "):
      (a)
      Reseller shall fail to pay any Indebtedness when due; (b) any representation
      made to CPC by Reseller, or by any guarantor, surety, issuer of a letter of
      credit or any other person primarily or secondarily liable with respect to
      any
      Indebtedness (collectively, " Guarantor ")
      shall
      not be true when made or if Reseller or any Guarantor shall breach any covenant,
      warranty or agreement to or with CPC; (c) Reseller or any Guarantor shall become
      insolvent or generally fail to pay its debts as they become due or, if a
      business, shall cease to do business as a going concern; (d) any guaranty,
      letter of credit, or other obligation of a guarantor,
      surety, issuer of a letter of credit or any other person primarily or
      secondarily liable with respect to any Indebtedness (collectively, " Guarantor”)
      to CPC with respect to any Indebtedness or Collateral shall terminate or not
      be
      renewed at least 30 days prior to its stated expiration or maturity; (e) any
      Guarantor shall revoke, terminate or limit, or take any action purporting to
      revoke, terminate or limit, any guaranty or other assurance of payment relating
      to any Indebtedness; (f) Reseller or any Guarantor shall make an assignment
      for
      the benefit of creditors, or commence a proceeding under any bankruptcy,
      reorganization, arrangement, insolvency, receivership, dissolution or
      liquidation statute or similar law of any jurisdiction, or any such proceeding
      shall be commenced against it or any of its property (an " Automatic
      Default ");
      (g) an
      attachment, sale or seizure shall be issued or shall be executed against any
      assets of Reseller or of any Guarantor; (h) Reseller shall lose, or shall be
      in
      default of, any franchise, license or right to deal in any Financed Inventory;
      (i) Reseller or any Guarantor shall file any correction or termination statement
      with respect to any financing statement filed by CPC in connection herewith;
      (j)
      a material adverse change shall occur in the business, operations or condition
      (financial or otherwise) of Reseller or any Guarantor or with respect to the
      Collateral; (k) any debt for borrowed money of, or guaranteed by, Reseller
      shall
      become or any Guarantor becomes due by acceleration by reason of a default;
      (l)
      CPC in good faith believes the prospect of payment of any Indebtedness is
      impaired.






7




**12.**  **Rights
      and Remedies Upon Default** .
      Upon the
      occurrence of a Default, CPC shall have all rights and remedies of a secured
      party under the UCC and other applicable law as well as all the rights and
      remedies set forth in this Agreement. CPC may terminate any obligations it
      has
      under this Agreement and any outstanding credit approvals immediately and/or
      declare any and all Indebtedness immediately due and payable without notice
      or
      demand. Reseller waives notice of intent to accelerate, and of acceleration
      of
      Indebtedness. CPC may enter any premises of Reseller, with or without process
      of
      law, without force, to search for, take possession of, and remove the
      Collateral, or any part thereof. If CPC requests, Reseller shall cease
      disposition of and shall assemble the Collateral and make it available to CPC,
      at Reseller's expense, at a convenient place or places designated by CPC. CPC
      may take possession of the Collateral or any part thereof on Reseller's premises
      at Reseller's expense, and store said Collateral upon Reseller’s premises
      pending sale or other disposition. Reseller agrees that the sale of Inventory
      by
      CPC to a person who is liable to CPC under an agreement to repurchase inventory
      (a “ Repurchase
      Agreement ”)
      shall
      not be deemed to be a transfer subject to UCC §9-618(a) or any similar provision
      of any other applicable law, and Reseller waives any provision of such laws
      to
      that effect. Reseller agrees that the repurchase of Inventory by a Vendor
      pursuant to a Repurchase Agreement shall be deemed a commercially reasonable
      method of disposition. Reseller shall be liable to CPC for any deficiency
      resulting from CPC's disposition, including without limitation a repurchase
      by a
      Vendor pursuant to a Repurchase Agreement, regardless of any subsequent
      disposition thereof. Reseller is not a beneficiary of, and has no right to
      require CPC to enforce, any Repurchase Agreement. Any notice of a disposition
      shall be deemed reasonably and properly given if sent to Reseller at least
      10
      days before such disposition. If Reseller fails to perform any of its
      obligations under this Agreement, CPC may perform the same in any form or manner
      CPC, in its discretion, deems necessary or desirable, and all monies paid by
      CPC
      in connection therewith shall be additional Indebtedness and shall be
      immediately due and payable without notice together with interest payable on
      demand at the Default Rate. All of CPC's rights and remedies shall be
      cumulative. At CPC's request, or without request in the event of an Automatic
      Default, Reseller shall pay all Vendor Credits to CPC as soon as the same are
      received for application to Indebtedness. Reseller authorizes CPC to collect
      Vendor Credits directly from Vendors and, upon request of CPC, shall instruct
      Vendors to pay CPC directly. Reseller irrevocably waives any requirement that
      CPC retain possession and not dispose of any Collateral until after an
      arbitration hearing, arbitration award, confirmation, trial or final judgment.
      CPC's election to extend or not extend credit to Reseller is solely at CPC's
      discretion and does not depend on the absence or existence of a
      Default.




**13.**  **Power
      of Attorney.** Reseller
      grants CPC an irrevocable power of attorney, as Reseller's attorney-in-fact,
      to:
      (a) execute or endorse on Reseller's behalf any checks, financing statements,
      instruments, and certificates of title and statements of origin pertaining
      to
      the Collateral; (b) supply any omitted information and correct errors in any
      documents between CPC and Reseller; initiate and resolve any insurance claim
      pertaining to the Collateral; and (c) do anything to protect and preserve the
      Collateral and CPC's rights and interest therein. Upon the occurrence of a
      Default, Reseller grants CPC the
      additional power, as Reseller’s attorney-in-fact, to change the address for
      delivery of mail and open mail for Reseller in connection with any property
      of
      Reseller. This
      power of attorney and any other powers of attorney granted herein or elsewhere
      by Reseller to CPC are irrevocable and coupled with an interest.




**14.**  **Costs,
      Expenses and Taxes.** Reseller
      agrees to pay all fees and expenses of counsel to CPC and paralegals) in
      connection with the enforcement of the Documents and the Loans, including,
      but
      not limited to (a) reasonable attorney fees and costs incurred upon an Automatic
      Default, and (b) CPC’s standard wire transfer and check return fees, all as may
      be established and changed by CPC from time to time. Without limitation of
      the
      foregoing, Reseller acknowledges and agrees that CPC's field audit and out
      of
      pocket expenses relating to field audits shall be charged to Reseller. In
      addition, Reseller shall pay any and all stamp, transfer and other taxes payable
      or determined to be payable in connection with the execution and delivery of
      the
      Documents and agrees to hold CPC harmless from and against any and all
      liabilities with respect to or resulting from any delay in paying or omission
      to
      pay such taxes. If any suit or proceeding arising from any of the foregoing
      is
      brought against CPC, Reseller, to the extent and in the manner directed by
      CPC,
      will resist and defend such suit or proceeding or cause the same to be resisted
      and defended by counsel approved by CPC. If Reseller shall fail to do any act
      or
      thing which it has covenanted to do under this Agreement or any representation
      or warranty on the part of Reseller contained in this Agreement shall be
      breached, CPC may, in its sole and absolute discretion, after 10 days written
      notice having been sent to Reseller, do the same or cause it to be done or
      remedy any such breach, and may expend its funds for such purpose; any and
      all
      amounts so expended by CPC shall be repayable to CPC by Reseller immediately
      upon CPC's demand therefore, with interest at a rate equal to the highest
      interest rate set forth in this Agreement in effect from time to time during
      the
      period from and including the date funds are so expended by CPC to the date
      of
      repayment, and any such amounts due and owing CPC shall be deemed to be part
      of
      the Indebtedness secured hereunder. The obligations of Reseller under this
      Section shall survive the termination of this Agreement and the discharge of
      the
      other obligations of Reseller under the Documents.






8




**15.**  **Information.** Reseller
      irrevocably authorizes CPC to investigate and make inquiries of former or
      current creditors or other persons (including obtaining personal credit bureau
      reports) regarding or relating to Reseller (including, to the extent permitted
      by law, any equity holders of Reseller). CPC may provide to any
      third
      parties (including, without limitation, any Vendors to or suppliers or customers
      of Reseller) any
      financial, credit or other information regarding Reseller that CPC may at any
      time possess, whether such information was supplied by Reseller to CPC or
      otherwise obtained by CPC. Further, Reseller irrevocably authorizes and
      instructs any third parties (including, without limitation, any Vendors to
      or
      suppliers or customers of Reseller) to provide to CPC any credit, financial
      or
      other information regarding Reseller that such third parties may at any time
      possess, whether such information was supplied by Reseller to such third parties
      or otherwise obtained by such third parties.




**16.**  **Reseller's
      Claims Against Vendors.** Reseller
      will not assert against CPC any claim or defense Reseller may have against
      Vendors whether for breach of warranty, misrepresentation, failure to ship,
      lack
      of authority, or otherwise, including without limitation claims or defenses
      based upon charge backs, credit memos, rebates, price protection payments or
      returns. Any such claims or defenses or other claims or defenses Reseller may
      have against Vendors shall not affect Reseller's liabilities or obligations
      to
      CPC.




**17.**  **Terms
      and Termination.** The term
      of this Agreement, unless sooner terminated in accordance with this Agreement,
      shall be for a period of one year from the date of this Agreement (the
“ Termination
      Date ”),
      provided, however, that (a) this Agreement shall automatically renew for one
      (1)
      year periods from year to year thereafter unless terminated or at the end of
      any
      subsequent annual anniversary of the Termination Date by the Reseller upon
      at
      least 90 days prior written notice; and (b) CPC may terminate this Agreement
      (i)
      immediately (A) by written notice to Reseller if Reseller shall lose or
      relinquish any right to sell or deal in any Financed Inventory or (B) upon
      a
      Default, or (ii) at any time by at least 60 days prior written notice by CPC
      to
      Reseller, however where Reseller requests further time be provided within the
      60
      day notice period CPC may agree to an extension of 30 more days. Upon
      termination of this Agreement, all Indebtedness owed to CPC shall become
      immediately due and payable without notice or demand. Upon any termination,
      Reseller shall remain liable to CPC for all Indebtedness to CPC, including
      without limitation interest, fees, charges and expenses arising prior to or
      after the effective date of termination, and all of CPC's rights and remedies
      and its security interest shall continue until all Indebtedness to CPC is
      indefeasibly paid in full and all obligations of Reseller are
      performed.




**18.**  **Binding
      Effect.** Reseller
      cannot assign its interest in this Agreement without CPC's prior written
      consent. CPC may assign or participate CPC's interest, in whole or in part,
      without Reseller's consent. This Agreement will protect and bind CPC's and
      Reseller's respective heirs, representatives, successors and assigns, as the
      case may be.




**19.**  **Notices.** Except
      as
      otherwise stated herein, all notices, arbitration claims, responses, requests
      and documents will be sufficiently given or served if mailed or delivered:
      (a)
      to Reseller, at the Chief Executive Office; and (b) to CPC, at 9785 Maroon
      Circle, Suite 110, Englewood, CO 80112, Attention: General Counsel, or such
      other address as the parties may hereafter specify in writing.




**20.**  **Severability.** If any
      provision of this Agreement or its application is invalid or unenforceable,
      the
      remainder of this Agreement will not be impaired or affected and will remain
      binding and enforceable.




**21.**  **Receipt
      of Agreement.** Reseller
      acknowledges that it has received a true and complete copy of this Agreement.
      Reseller has read and understands this Agreement. Notwithstanding anything
      herein to the contrary, CPC may rely on any facsimile copy, electronic data
      transmission, or electronic data storage of: this Agreement, any TS, billing
      statement, financing statement, authorization to pre-file financing statements,
      invoice from a Vendor, financial statements or other reports, each of which
      will
      be deemed an original, and the best evidence thereof for all
      purposes.






9




**22.**  **Miscellaneous.** (a) Time
      is of the essence regarding the performance by the parties of their respective
      obligations under this Agreement. Reseller's liability to CPC is direct and
      unconditional and will not be affected by the release or nonperfection of any
      security interest granted hereunder. CPC may refrain from or postpone
      enforcement of this Agreement or any other agreements between CPC and Reseller
      without prejudice, and the failure to strictly enforce these agreements will
      not
      create a course of dealing which waives, amends or modifies such agreements.
      The
      express terms of this Agreement will not be modified by any course of dealing,
      usage of trade, or custom of trade which may deviate from the terms hereof.
      Section titles used herein are for convenience only, and do not define or limit
      the contents of any Section. This Agreement may be validly executed and
      delivered by fax or other electronic transmission and in one or more multiple
      counterpart signature pages. This Agreement shall be construed without
      presumption for or against any party who drafted all or any portion of this
      Agreement; and (b) the parties hereto agree that Valerent is hereby released
      from the terms of this Credit Agreement as if Valerent were never a party to
      the
      Credit Agreement.




**23.**  **Limitation
      of Damages.** CPC and
      Reseller agree that if there is any dispute relating to or arising out of or
      otherwise relating in any respect to this Agreement, any Collateral, any
      transactions or events described herein or contemplated hereby or otherwise
      occurring, or any party's actions or inactions in connection with any of the
      foregoing, the aggrieved party shall not be entitled to exemplary or punitive
      or
      consequential damages.




**24.**  **Amendments** .
      References in this Agreement to a particular agreement, instrument or document
      also shall be deemed to refer to and include all renewals, extensions and
      modifications of such agreement, instrument or document. All addenda, exhibits
      and schedules attached to this Agreement are a part hereof for all
      purposes.




**25.**  **Definitions.** Terms
      defined in this Agreement in the singular are to have a corresponding meaning
      when used in the plural and vice versa. All words used herein shall be
      understood and construed to be of such number and gender as the circumstances
      may require. In addition to the terms defined elsewhere in this Agreement,
      when
      used in this Agreement, the following terms shall have the following meanings
      (such meanings shall be equally applicable to the singular and plural forms
      of
      the terms used, as the contact requires):




**Account** has the
      meaning set forth in the UCC.




**Advance** means (a)
      the financing of an item of Financed Inventory, (b) the election by Reseller
      to
      pay for Financed Inventory on the Extended Payment Due Date or (c) a revolving
      credit loan.




**Automatic
      Default** has
      the
      meaning set forth in Section
      11 .




**Borrowing
      Base** has
      the
      meaning set forth in Section
      2(c)(ii ).




**Borrowing
      Base Certificate** means a
      certificate in the form attached hereto as Exhibit
      A ,
      (a) duly
      executed by an authorized officer of Reseller, or if delivered electronically,
      deemed executed by an authorized officer of Reseller, or (b) determined by
      CPC
      based upon such information as may be provided by Reseller or otherwise
      available to CPC.




**Business
      Day** means
      each day on which the Denver, Colorado office of the Federal Reserve Bank of
      Kansas City is open for business.




**Cisco
      Capital Accounts** means
      Accounts from obligations owed by Cisco Systems Capital
      Corporation.




**Cisco
      Rebate**  **Receivables** means
      Accounts to which Reseller is entitled arising from Reseller’s participation in
      certain rebate incentive programs offered by Cisco Systems, Inc., or its
      affiliates known as the Opportunity Incentive Program, Solutions Incentive
      Program and Value Incentive Program or any other incentive program offered
      by
      Cisco Systems, Inc. or its affiliates from time to time which Accounts are
      quantified on Reseller’s balance sheet.




**Collateral** means all
      personal property of Reseller, whether such property or Reseller's right, title
      or interest therein or thereto is now owned or existing or hereafter acquired
      or
      arising, and wherever located, including by way of example and not of
      limitation, all Accounts, Chattel Paper (whether tangible or electronic),
      Deposit Accounts, documents, Equipment, General Intangibles (including, without
      limitation, Payment Intangibles, Software, tax refunds, licenses and
      intellectual property, in each case, regardless of whether characterized as
      general intangibles under the UCC), Goods, Instruments (including, without
      limitation, Promissory Notes and Vendor Credits), Inventory, Investment
      Property, Letter-of-Credit Rights and Supporting Obligations; and all Products
      and Proceeds of the foregoing. As used herein and correspondingly wherever
      used
      in this Agreement, capitalized terms not otherwise defined in this Agreement
      shall have the meaning given to such terms in Article 9 of the UCC.






10




**Collateral
      Reports** means
      reports prepared by Reseller detailing (a) aging and reconciliation of Accounts,
      (b) work in process and (c) value incentive program balances.




**CPC** has the
      meaning set forth in the introductory paragraph.




**CPC
      Account** means
      that certain bank account designated by CPC, information for which has been
      separately provided to Reseller.




**CPC
      Extended Pay Notification** means a
      communication sent via electronic mail messaging providing confirmation of
      CPC’s
      acceptance of an item of Financed Inventory for application of the Extended
      Payment Due Date. Each CPC Extended Pay Notification shall be incorporated
      into
      this Agreement by reference.




**Credit
      Agreement** has
      the
      meaning set forth in the introductory paragraph.




**Credit
      Information** has
      the
      meaning set forth in Section
      2(b ).




**Default** has the
      meaning set forth in Section
      11 .




**Default
      Rate** has the
      meaning set forth in Section
      9 .




**Documents** means,
      collectively, the Agreement and any amendments hereto, EDI transmissions,
      Deposit Account Control Agreement(s), Lockbox Account Agreement(s) each TS,
      each
      CPC Extended Pay Notification and any other instruments or documents currently
      or hereafter required or contemplated hereunder.




**Due
      Date** has
      the
      meaning set forth in Section
      8 .




**EDI** has
      the
      meaning set forth in Section
      8 .




**Eligible
      Accounts** means an
      Account which satisfies the following requirements:




(a)
      The
      Account has resulted from the sale of goods or the performance of services
      by
      Reseller in the ordinary course of Reseller's business and without any further
      obligation on the part of Reseller to service, repair, or maintain any such
      goods sold.




(b)
      There
      are no conditions which must be satisfied before Reseller is entitled to receive
      payment of the Account. Accounts arising from COD sales, consignments or
      guaranteed sales are not acceptable.




(c)
      The
      debtor upon the Account does not claim any defense to payment of the Account,
      whether well founded or otherwise.




(d)
      The
      Account arises out of a sale made or services performed outside of the United
      States or Canada (excluding the Province of Quebec) or that is owed by an
      account debtor located outside the United States or Canada (excluding the
      Province of Quebec), provided such Account is (i) supported by a letter of
      credit or other form of guaranty, security or credit support acceptable to
      CPC
      or (ii) otherwise acceptable to CPC in its sole discretion;




(e)
        The
        account balance does not include the amount of any counterclaims or setoffs
        which have been or may be asserted against Reseller by the account debtor
        (including setoffs for any "contra accounts" owed by Reseller to the account
        debtor for goods purchased by Reseller or for services performed for Reseller).
        To the extent any counterclaims, setoffs, or contra accounts exist in favor
        of
        the debtor, such amounts shall be deducted from the account
        balance.


11




(f)
      The
      Account represents a genuine obligation of the debtor for goods sold and
      accepted by the debtor, or for services performed for and accepted by the
      debtor. To the extent any credit balances exist in favor of the debtor, such
      credit balances shall be deducted from the account balance.




(g)
      Reseller has sent an invoice to the debtor in the amount of the
      Account.




(h)
      Reseller is not prohibited by the laws of the state where the account debtor
      is
      located from bringing an action in the courts of that state to enforce the
      debtor's obligation to pay the Account. Reseller has taken all appropriate
      actions to ensure access to the courts of the state where the account debtor
      is
      located, including, where necessary, the filing of a Notice of Business
      Activities Report or other similar filing with the applicable state agency
      or
      the qualification by Reseller as a foreign corporation authorized to transact
      business in such state.




(i)
      The
      Account is owned by Reseller free of any title defects or any liens or interests
      of others except the security interest in favor of CPC or security interests
      that are subordinated to the security interest of CPC.




(j)
      The
      debtor upon the Account is not any of the following:




(i) an
      employee, affiliate, parent or subsidiary of Reseller;




(ii)
      any
      person or entity located in a foreign country.




(k)
      The
      Account is not in default. An Account will be considered in default if any
      of
      the following occur:




(i) The
      Account is not paid within 90 days from its invoice date; except
      with respect to accounts of obligors who are (A) the United States, a State,
      a
      local municipality, school district or any department, agency or instrumentality
      of same, where such Account(s) are not paid within 120 days from the applicable
      invoice date, (B) participating in the E-Rate Program, where such Account(s)
      are
      not paid within 120 days from the applicable invoice date or (C) Cisco Capital
      Accounts, where such Account(s) are not paid within 120 days from the applicable
      invoice date;




(ii)
      The
      debtor obligated upon the Account suspends business, makes a general assignment
      for the benefit of creditors, or fails to pay its debts generally as they come
      due; or




(iii)
      Any
      petition is filed by or against the debtor obligated upon the Account under
      any
      bankruptcy law or any other law or laws for the relief of debtors;




(l)
      The
      Account is not the obligation of a debtor who is in default (as defined above)
      on 50% or more of the Accounts upon which such debtor is obligated.




(m)
      The
      Account does not arise from the sale of goods which remain in Reseller's
      possession or under Reseller's control.




(n)
      The
      Account is not evidenced by a promissory note or chattel paper, nor is the
      Account debtor obligated to Reseller under any other obligation which is
      evidenced by a promissory note.




**E-Rate
      Program** means
      that certain program offered by the United States described as the “E-Rate
      Program (Schools and Libraries Universal Service Support Mechanism)” in which
      the account debtor is the United States, a State, a local municipality, or
      any
      department, agency or instrumentality of same.




**Extended
      Payment Due Date** means
      that date identified as the “Extended Payment Due Date” on the CPC Extended Pay
      Notification. The
      Extended Payment Due Date is calculated by CPC using a communized date which
      is
      approximately 60 days after the original Payment Due Date.




**Extended
      Payment Rate** means the
      Prime Rate plus One-Half of One Percent (0.50%).




**Financed
      Inventory** has
      the
      meaning set forth in Section
      2(a)(i) .




**Financial
      Officer** has the
      meaning set forth in Section
      7(c ).




12


**GAAP** means, at
      any time, generally accepted accounting principles at such time in the United
      States.




**Guarantor** means any
      guarantor, surety, issuer of a letter of credit or any other person primarily
      or
      secondarily liable with respect to any Indebtedness.




**Indebtedness** means all
      present and future indebtedness and obligations of Reseller to CPC arising
      under
      this Agreement, of whatever kind, now due or to become due, absolute or
      contingent, and whether joint, several or joint and several.




**Indemnified
      Claims** means any
      and all claims, demands, actions, causes of action, judgments, liabilities,
      damages and consequential damages, penalties, fines, reasonable costs,
      reasonable fees, reasonable expenses and disbursements (including, without
      limitation, reasonable fees and expenses of attorneys and other professional
      consultants and experts in connection with any investigation or defense) of
      every kind, known or unknown, existing or hereafter arising, foreseeable or
      unforeseeable, which may be imposed upon, threatened or asserted against or
      incurred or paid by any Indemnified Person at any time and from time to time,
      because of, resulting from or arising out the breach of any term or condition
      of
      this Agreement by Reseller (including but not limited to (i) enforcement of
      CPC’s rights thereunder or the defense of CPC’s actions thereunder and (ii)
      Reseller’s access to or use of the Portal), excluding with respect to any
      Indemnified Persons, any of the foregoing directly caused by such Indemnified
      Person's gross negligence or willful misconduct.




**Indemnified
      Persons** means
      CPC, its successors and assigns and their respective officers, directors,
      shareholders, members, managers, employees, attorneys, representatives and
      Affiliates.




**Inventory** has the
      meaning set forth in the UCC.




**Inventory
      Limit** has
      the
      meaning set forth in Section
      1 .




**Liens** has
      the
      meaning set forth in Section
      5(a ).




**Line
      of Credit** has
      the
      meaning set forth in Section
      1 .




**Loss
      Date** has
      the
      meaning set forth in Section
      8 .




**Material
      Adverse Effect** means (a)
      a material adverse effect on the properties, assets, liabilities, business,
      operations, prospects, income or condition (financial or otherwise) of Reseller,
      (b) material impairment of the ability of Reseller to perform any of its
      obligations under this Agreement or any other Document or (c) material
      impairment of the enforceability of the rights of, or benefits available to
      CPC
      under this Agreement or any other Document.




**Organizational
      Documents** means,
      relative to any entity, its certificate and articles of incorporation or
      organization and its by-laws, operating or partnership agreements, as
      applicable.




**Overline** has the
      meaning set forth in Section
      2(h ).




**Patriot
      Act** means the
      Uniting and Strengthening America by Providing Appropriate Tools Required to
      Intercept and Obstruct Terrorism Act of 2001, P.L. 107-56, as
      amended.




**Payment
      Due Date** means
      that date identified as the “Payment Due Date” on the TS.




**Permitted
      Liens** has
      the
      meaning set forth in Section
      5(a ).




**Permitted
      Locations** means,
      collectively, the chief executive office of Reseller together with (a) such
      locations identified in Exhibit
      B ,
      attached
      hereto, and (b) such additional locations in the United States as determined
      by
      Reseller from time to time; provided, however, that if any additional location
      is not owned by Reseller and the Collateral located at such location has a
      value
      in excess of $500,000, then Reseller must provide CPC and at least 30 days
      prior
      written notice of its intent to keep Collateral at such additional
      location.




**Person** means any
      individual, corporation, joint venture, partnership, trust, limited liability
      company, unincorporated organization or governmental entity or
      agency.




**Portal** has the
      meaning assigned to such term in Section
      29 .




13


**Prime
      Rate** means the
      rate of interest published in the Wall Street Journal as the “prime rate” or, if
      the Wall Street Journal ceases to publish a rate so designated, any similar
      successor rate designated by CPC. Any change in an interest rate resulting
      from
      a change in the Prime Rate shall become effective on the date of such change.
      Prime Rate is not necessarily the lowest rate charged by CPC and CPC may charge
      rates at, below or above the Prime Rate.




**Repurchase
      Agreement** has the
      meaning set forth in Section
      12 .




**Reseller** has the
      meaning set forth in the introductory paragraph.




**Revolving
      Credit Availability** has
      the
      meaning set forth in Section
      2(c)(i ).




**Revolving
      Credit Commitment** has the
      meaning set forth in Section
      1 .




**Revolving
      Credit Loan** has
      the
      meaning set forth in Section
      2(c)(i ).




**Shipment** will be
      deemed to have occurred, for purposes of Financed Inventory upon shipment by
      the
      Vendor.




**Subsidiary** means,
      with respect to any person at any date, any corporation, limited liability
      company, partnership, association or other entity the accounts of which would
      be
      consolidated with those of the parent in the parent’s consolidated financial
      statements if such financial statements were prepared in accordance with GAAP
      as
      of such date, as well as any other corporation, limited liability company,
      partnership, association or other entity of which securities or other ownership
      interests representing more than 50% of the equity or more than 50% of the
      ordinary voting power is or, in the case of a partnership, more than 50% of
      the
      general partnership interests are, as of such date, owned, controlled or held
      by
      the parent or one or more subsidiaries of the parent.




**TS** means
“Transaction Statement”, which is sent by CPC to Reseller upon the financing of
      each item of Financed Inventory or
      the
      making of any Revolving Credit Loan ,
      identifying in each instance: (a) the item of Financed Inventory and (b) the
      Payment Due Date. Each TS shall be incorporated into this Agreement by
      reference.




**UCC** means the
      Uniform Commercial Code as in effect in the State of Colorado or, when the
      context implies, the Uniform Commercial Code as in effect from time to time
      in
      any other applicable jurisdiction.




**Vendors** has the
      meaning set forth in Section
      1 .




**Vendor
      Credits** means all
      of Reseller's rights to any price protection payments, rebates, discounts,
      credits, factory holdbacks, incentive payments and other amounts which at any
      time are due Reseller from a Vendor.




**26.**  **Irreparable
      Harm; Right to Injunction** .
      Reseller
      acknowledges that in the event that Reseller commits any act or omission that
      prevents or unreasonably interferes with:




§  CPC's
      exercise of the rights and privileges arising under the power of attorney
      granted in Section 13 of this
      Credit Agreement; or




§  CPC's
      perfection of or after a Default, levy upon the security interest granted in
      the
      Collateral, including any seizure of any Collateral,




such
      conduct will cause immediate, severe, incalculable and irreparable harm and
      injury, and Reseller agrees that such conduct shall constitute sufficient
      grounds to entitle CPC to an injunction, writ of possession, or other applicable
      relief in equity, and to make such application for such relief in any court
      of
      competent jurisdiction.




**27.**  **Cumulative
      Remedies** .
      All
      rights, remedies and powers granted to CPC in this Agreement, or in any other
      instrument or agreement given by Reseller to CPC or otherwise available to
      CPC
      in equity or at law, are cumulative and may be exercised singularly or
      concurrently with such other rights as CPC may have. These rights may be
      exercised from time to time as to all or any part of the Collateral as CPC
      in
      its discretion may determine. The making of an Advance by CPC during the
      continuation of a Default shall not obligate CPC to make any further Advances
      during the continuation of such Default. No amendment of any provision of this
      Agreement shall be effective unless it is in writing and signed by CPC and
      Reseller.




14


**28.**  **Indemnity** .
      Reseller
      hereby indemnifies and agrees to hold harmless and defend all Indemnified
      Persons from and against any and all Indemnified Claims. **THE
      FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED CLAIMS
      ARE
      IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY
      OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT
      OR
      OMISSION OF ANY INDEMNIFIED PERSON.** Upon
      notification and demand, Reseller agrees to provide defense of any Indemnified
      Claim and to pay all reasonable costs and expenses of counsel reasonably
      acceptable to such Indemnified Person in respect thereof. Any Indemnified Person
      against whom any Indemnified Claim may be asserted reserves the right to settle
      or compromise any such Indemnified Claim as such Indemnified Person may
      determine in its sole discretion, and the obligations of such Indemnified
      Person, if any, pursuant to any such settlement or compromise shall be deemed
      included within the Indemnified Claims. Except as specifically provided in
      this
      section, Reseller waives all notices from any Indemnified Person. The provisions
      of this Section 28 shall
      survive the termination of this Agreement.




**29.**  **Portal** .
      CPC may,
      from time to time at its sole option, permit Reseller to access and use one
      or
      more internet web sites (the “ Portal ”)
      to:
      obtain items or information and take other actions in connection with this
      Agreement, subject to the following:




(a)
            Reseller
                shall access and use the Portal solely through duly authorized employees
                of Reseller to whom CPC has issued a user name and password (an
                “Authorized
                Employee”);




(b)
            submission
                of a user name and password to access and use the Portal, constitutes
                Reseller’s, and the applicable Authorized Employee’s, representation that
                the person submitting such user name and password is the specific
                person
                identified by such user name and password and that such person is,
                at the
                time of such access and use, Reseller’s employee duly authorized to act
                for and on behalf of Reseller; and




(c)
            CPC
                may, from time to time at its sole option and without notice or liability,




1.
            amend
                the terms for use of the Portal by posting amended terms on the Portal
                (and such amended terms shall automatically be effective upon posting)
                and




2.
            suspend
                or revoke Reseller’s and/or an Authorized Employee’s access to, and use of
                the Portal and/or modify, update or discontinue all or any portion
                of the
                Portal.




**30.**  **BINDING
      ARBITRATION.**




(a)
            Arbitrable
                Claims.
                Except as otherwise specified below, all actions, disputes, claims
                and
                controversies under common law, statutory law or in equity of any
                type or
                nature whatsoever, whether arising before or after the date of this
                Agreement, and whether directly or indirectly relating to this Agreement,
                the Documents and/or any amendments and addenda hereto, or the breach,
                invalidity or termination hereof; (collectively the "Disputes"),
                will be subject to and resolved by binding arbitration. Notwithstanding
                the foregoing, the parties agree that either party may pursue claims
                against the other that do not exceed $15,000 in the aggregate in
                a court
                of competent jurisdiction. Service of arbitration claims shall be
                acceptable if made by U.S. mail or overnight delivery to the address
                for
                the party described herein.




(b)
            Administrative
                Body.
                All arbitration hereunder will be conducted in accordance with the
                Commercial Arbitration Rules of: (a) The American Arbitration Association
                (“AAA”).
                The arbitration rules are currently found at www.adr.org for AAA.
                All
                arbitrator(s) selected will be attorneys with at least 5 years secured
                transactions experience. A panel of 3 arbitrators shall hear all
                claims
                exceeding $1,000,000, exclusive of interest, costs and attorneys'
                fees.
                The arbitrator(s) will decide if any inconsistency exists between
                the
                rules of the applicable arbitral forum and the arbitration provisions
                contained herein. If such inconsistency exists, the arbitration provisions
                contained herein will control and supersede such rules. The arbitrator
                shall follow the terms of this Agreement and the applicable law,
                including
                without limitation, the attorney-client privilege and the attorney
                work
                product doctrine.




15


(c)
            Hearings.
                Each party hereby consents to a documentary hearing for all arbitration
                claims, by submitting the dispute to the arbitrator(s) by written
                briefs
                and affidavits, along with relevant documents. However, arbitration
                claims
                will be submitted by way of an oral hearing, if any party requests
                an oral
                hearing within 40 days after service of the claim, and that party
                remits
                the appropriate deposit for AAA's fees and arbitrator compensation
                within
                10 days of the arbitration association's statement for payment of
                all fees
                and arbitrator compensation relating to the oral hearing. Each party
                agrees that failure to timely pay all fees and arbitrator compensation
                billed to the party requesting the oral hearing will be deemed such
                party's consent to submitting the Dispute to the arbitrator on documents
                and such party's waiver of its request for an oral hearing. The site
                of
                all oral arbitration hearings will be in the Division of the Federal
                Judicial District in which the arbitration association maintains
                a
                regional office that is closest to
                Reseller.




(d)
            Discovery.
                Discovery permitted in any arbitration proceeding commenced hereunder
                is
                limited as follows. No later than 40 days after the filing and service
                of
                a claim for arbitration, the parties in contested cases will exchange
                detailed statements setting forth the facts supporting the claim(s)
                and
                all defenses to be raised during the arbitration, and a list of all
                exhibits and witnesses. No later than 21 days prior to the oral
                arbitration hearing, the parties will exchange a final list of all
                exhibits and all witnesses, including any designation of any expert
                witness(es) together with a summary of their testimony; a copy of
                all
                documents and a detailed description of any property to be introduced
                at
                the hearing. Under no circumstances will the use of interrogatories,
                requests for admission, requests for the production of documents
                or the
                taking of depositions be permitted. However, in the event of the
                designation of any expert witness(es), the following will occur:
                (a) all
                information and documents relied upon by the expert witness(es) will
                be
                delivered to the opposing party; (b) the opposing party will be permitted
                to depose the expert witness(es); (c) the opposing party will be
                permitted
                to designate rebuttal expert witness(es); and (d) the arbitration
                hearing
                will be continued to the earliest possible date that enables the
                foregoing
                limited discovery to be
                accomplished.




(e)
            Exemplary
                or Consequential Damages.
                The arbitrator(s) will not have the authority to award exemplary,
                punitive
                or consequential damages.




(f)
            Confidentiality
                of Awards.
                All arbitration proceedings, including testimony or evidence at hearings,
                will be kept confidential, although any award or order rendered by
                the
                arbitrator(s) pursuant to the terms of this Agreement may be confirmed
                as
                a judgment or order in any state or federal court of competent
                jurisdiction within the federal judicial district which includes
                the
                residence of the party against whom such award or order was entered.
                This
                Agreement concerns transactions involving commerce among the several
                states. The Federal Arbitration Act, Title 9 U.S.C. Sections 1 et
                seq., as
                amended (“FAA”)
                will govern all arbitration(s) and confirmation proceedings
                hereunder.




(g)
            Prejudgment
                and Provisional Remedies.
                Nothing herein will be construed to prevent CPC's or Reseller's use
                of
                bankruptcy, receivership, injunction, repossession, replevin, claim
                and
                delivery, sequestration, seizure, attachment, foreclosure, and/or
                any
                other prejudgment or provisional action or remedy relating to any
                Collateral for any current or future debt owed by either party to
                the
                other. Any such action or remedy will not waive CPC's or Reseller's
                right
                to compel arbitration of any
                Dispute.




(h)
            Attorneys'
                Fees.
                If
                either Reseller or CPC brings any other action for judicial relief
                with
                respect to any Dispute (other than those permitted underSections
                30(a)
                or30(g)),
                the party bringing such action will be liable for and immediately
                pay all
                of the other party's reasonable costs and expenses (including attorneys'
                fees) incurred to stay or dismiss such action and remove or refer
                such
                Dispute to arbitration. If either Reseller or CPC brings or appeals
                an
                action to vacate or modify an arbitration award and such party does
                not
                prevail, such party will pay all reasonable costs and expenses, including
                reasonable attorneys' fees, incurred by the other party in defending
                such
                action. Additionally, in any proceeding between the parties regarding
                this
                Agreement, the losing party will pay to the prevailing party all
                reasonable expenses and costs, including reasonable attorneys’ fees
                incurred by the prevailing party. A party will be considered the
                prevailing party if: (1) it initiated the proceeding and substantially
                obtains the relief it sought, either through arbitration award, judgment
                or the losing party’s voluntary action before hearing or award; (2) the
                other party withdraws its action without substantially obtaining
                the
                relief it sought; or (3) it did not initiate the litigation and an
                award
                or judgment is entered for either party, but without substantially
                granting the relief sought.




16


(i)
            Limitations.
                Any arbitration proceeding must be instituted: (1) with respect to
                any
                Dispute for the collection of any debt owed by either party to the
                other,
                within 2 years after the date the last payment by or on behalf of
                the
                payor was received and applied in respect of such debt by the payee;
                and
                (2) with respect to any other Dispute, within 2 years after the date
                the
                incident giving rise thereto occurred, whether or not any damage
                was
                sustained or capable of ascertainment or either party knew of such
                incident. Failure to institute an arbitration proceeding within such
                period will constitute an absolute bar and waiver to the institution
                of
                any proceeding, whether arbitration or a court proceeding, with respect
                to
                such Dispute.




(j)
            Survival
                After Termination.
                The agreement to arbitrate will survive the termination of this
                Agreement.




**31.**  **JURY
      TRIAL WAIVER; CONSENT TO JURISDICTION.** If this
      Agreement is found to be not subject to arbitration, any legal proceeding with
      respect to any dispute will be tried in a court of competent jurisdiction by
      a
      judge without a jury. Reseller and CPC waive any right to a jury trial in any
      such proceeding. Similarly, if this Agreement or a particular dispute hereunder
      is not subject to arbitration, Reseller hereby consents to the non-exclusive
      jurisdiction of any local, state or federal court located within Colorado and
      waives any objection which Reseller may have based on improper venue or forum
      non conveniens to the conduct of any action or proceeding in any such court
      and
      waives personal service of any and all process upon it, and consents that all
      such service of process be made by mail or messenger directed to it in the
      same
      manner as provided for notices to Reseller in this Agreement, and that service
      so made shall be deemed to be completed upon the earlier of actual receipt
      or 3
      days after the same shall have been posted to Reseller or Reseller's agent
      as
      set forth herein. Nothing contained in this Section shall affect the right
      of
      CPC to serve legal process in any other manner permitted by law or affect the
      right of CPC to bring any action or proceeding against Reseller or its property
      in the courts of any other jurisdiction. Reseller waives, to the extent
      permitted by law, any bond or surety or security upon such bond which might,
      but
      for this waiver, be required of CPC.




**32.**  **Governing
      Law.** This
      Agreement shall be construed in all respects in accordance with, and governed
      by
      the internal laws (as opposed to conflicts of law provisions) of the State
      of
      Colorado, except that (a) questions as to perfection of CPC's security interest
      and the effect of perfection or non-perfection and priority of CPC's security
      interest shall be governed by the law which would be applicable except for
      this
      Section, and (b) the provisions of the FAA shall govern all arbitration
      proceedings hereunder.




**33.**  **USA
      PATRIOT ACT NOTIFICATION** .
      The
      following notification is provided to Reseller pursuant to Section 326 of the
      USA Patriot Act of 2001, 31 U.S.C. Section 5318:




IMPORTANT
      INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government
      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 or entity that opens an account, including any
      deposit account, treasury management account, loan, other extension of credit,
      or other financial services product. What this means for the Reseller: When
      the
      Reseller opens an account, if the Reseller is not an individual a financial
      institution will ask for the Reseller's name, taxpayer identification number,
      business address, and other information that will allow such financial
      institution to


17


identify
      the Reseller. A financial institution may also ask to see the Reseller's legal
      organizational documents or other identifying documents.





**** [signature
      page(s) to follow]


18





**THIS
      CREDIT AGREEMENT CONTAINS BINDING ARBITRATION, JURY WAIVER AND PUNITIVE DAMAGE
      WAIVER PROVISIONS.**




**INX
                  INC.**ATTEST:By:
                  /s/ Brian Fontana/s/
                  Joseph E. Horzepa
              Name:
                  Brian FontanaJoseph
                  E. Horzepa, Secretary
              Title:
                  Vice-President - CFOATTEST:/s/
                  James H. LongJames
                  H. Long, Chief Executive Officer**CASTLE
                  PINES CAPITAL LLC**By:
                  /s/ John SchmidtName:
                  John SchmidtTitle:
                  Managing Partner


19




**FINANCIAL
        COVENANTS AMENDMENT TO AMENDED AND RESTATED CREDIT
        AGREEMENT**








This
      Financial Covenants Amendment is made to that certain Amended and Restated
      Credit Agreement dated April 30, 2007 (" Agreement ”),
      between (“ Reseller ”)
      and
      Castle Pines Capital LLC, (“ CPC ”).





FOR
      VALUE
      RECEIVED, CPC and Reseller agree that the following paragraphs are incorporated
      into the Agreement as if fully and originally set forth therein:





1. “ **Current
      Ratio** .
      Reseller
      will at all times maintain on a consolidated basis a ratio of current assets
      to
      Current Liabilities of at least 1.10:1.0.





For
      purpose of this paragraph ‘ Current
      Liabilities ’
includes
      (a) all obligations classified as current liabilities under generally accepted
      accounting principles, plus (b) all principal amounts outstanding under
      revolving lines of credit, whether classified as current or long-term, which
      are
      not already included under (a) above. This ratio will be calculated at the
      end
      of each fiscal quarter, using fiscal year-to-date results on an annualized
      basis.”





2. “ **Tangible
      Net Worth** .
      Reseller
      will at all times maintain on a consolidated basis tangible net worth equal
      to
      at least Eight Million Dollars ($8,000,000).





For
      purpose of this paragraph: (i) ‘ Tangible
      Net Worth ’
means
      as
      of any date the sum of Resellers’ (i) net worth as reflected on its last
      twelve-month consolidated fiscal financial statements, plus (ii) net
      earnings since the end of such fiscal year, both after provision for taxes
      and
      with Inventory determined on a first in, first out basis, plus (iii)
      Subordinated Debt, minus the sum
      of Reseller’s (A) intangible assets, including, without limitation, deposits,
      unamortized leasehold improvements, goodwill, deferred income taxes, franchises,
      licenses, patents, trade names, copyrights, service marks, brand names,
      covenants not to compete and any other asset which would be treated as an
      intangible under generally accepted accounting principles, plus (B)
      prepaid expenses (however such item shall not include prepaid inventory), plus (C)
      franchise fees, plus (D)
      notes, Accounts and other amounts owed to it by any Guarantor, affiliate or
      employee of any Reseller plus (E)
      losses since the end of such fiscal year, plus (F)
      interest in the cash surrender value of officer’s or shareholder’s life
      insurance policies; and (ii) ‘ Subordinated
      Debt ’
means
      liabilities subordinated to the Reseller’s obligations to CPC in a manner
      acceptable to CPC, using CPC’s standard form. This covenant will be tested at
      the end of each fiscal quarter.”





3. **“** **Minimum
      Working Capital** . Reseller
      will at all times maintain a minimum working capital of Six Million Five Hundred
      Thousand Dollars ($6,500,000). Working Capital shall be defined as Current
      Assets minus Current Liabilities. Current Assets shall be defined as current
      assets under generally accepted accounting principles. Current Liabilities
      includes (a) all obligations classified as current liabilities under generally
      accepted accounting principles, plus (b) all principal amounts outstanding
      under
      revolving lines of credit, whether classified as current or long-term, which
      are
      not already included under (a) above. This ratio will be calculated at the
      end
      of each INX Accounting Period.”




4. “ **Total
      Liabilities to Tangible Net Worth Ratio** .
      Reseller
      will at all times maintain on a consolidated basis a ratio of Total Liabilities
      (excluding liabilities subordinated to the Reseller’s obligations to CPC in a
      manner acceptable to CPC, using CPC’s standard form) to Tangible Net Worth not
      exceeding 6.00:1.00.




For
      purpose of this paragraph: (i) ‘ Total
      Liabilities ’
means
      the sum of current liabilities plus long term liabilities; and (ii)
‘ Tangible
      Net Worth ’
means
      as
      of any date the sum of Resellers’ (i) net worth as reflected on its last
      twelve-month consolidated fiscal financial statements, plus (ii) net
      earnings since the end of such fiscal year, both after provision for taxes
      and
      with Inventory determined on a first in, first out basis, plus (iii)
      Subordinated Debt, minus the sum
      of Reseller’s (A) intangible assets, including, without limitation, deposits,
      unamortized leasehold improvements, goodwill, deferred income taxes, franchises,
      licenses, patents, trade names, copyrights, service marks, brand names,
      covenants not to compete and any other asset which would be treated as an
      intangible under generally accepted accounting principles, plus (B)
      prepaid expenses (however such item shall not include prepaid inventory), plus (C)
      franchise fees, plus (D)
      notes, Accounts and other amounts owed to it by any Guarantor, affiliate or
      employee of any Reseller plus (E)
      losses since the end of such fiscal year, plus (F)
      interest in the cash surrender value of officer’s or shareholder’s life
      insurance policies. This ratio will be calculated at the end of each fiscal
      quarter, using fiscal year-to-date results on an annualized basis.”










Reseller
      waives notice of CPC’s acceptance of this addendum.





All
      other
      terms and provisions of the Agreement, to the extent not inconsistent with
      the
      foregoing, are ratifies and remain unchanged and in full force and
      effect.





IN
      WITNESS
      WHEREOF, Reseller and CPC have executed this Financial Covenants Amendment
      on
      this 30 day of April, 2007.


**INX
                    INC.**ATTEST:By:
                    /s/ Brian Fontana/s/
                    Joseph E. Horzepa
                Name:
                    Brian FontanaJoseph
                    E. Horzepa, Secretary
                Title:
                    Vice-President - CFOATTEST:/s/
                    James H. LongJames
                    H. Long, Chief Executive Officer**CASTLE
                    PINES CAPITAL LLC**By:
                    /s/ John SchmidtName:
                    John SchmidtTitle:
                    Managing Partner


**PAYDOWN
      AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT**





This
      Paydown Amendment is made to that certain Amended and Restated Credit Agreement
      entered into by and between Reseller and Castle Pines Capital LLC (“ CPC ”)
      on
      April 30, 2007, (“ Agreement ”).





**FOR
      VALUE RECEIVED** ,
      Reseller
      and CPC agree to amend the Agreement to provide as follows: (capitalized terms
      shall have the same meaning as defined in the Agreement unless otherwise
      indicated):





Provided that
      no
      Indebtedness is outstanding which is subject to the Extended Payment Due Date,
      Reseller will forward to CPC a Collateral Report (as defined below) by the
      15th
      day of each month for the period consisting of the immediately preceding
      month.





Provided
      that Indebtedness is outstanding which is subject to the Extended Payment Due
      Date, Reseller will forward to CPC a Collateral Report by Friday of each week
      for the period consisting of the immediately preceding week.





1. Funded
      Indebtedness Limitation .
      Dealer
      agrees not to permit the outstanding principal balance of advances under this
      Credit Agreement to exceed the Line of Credit; and





2. Collateral
      Value Limitation .
      Regardless of the payment terms pertaining to any Collateral financed by CPC
      or
      anything contained in the Credit Agreement to the contrary, if at the time
      of
      any determination, Reseller’s total outstanding Indebtedness exceeds the
      Collateral Liquidation Value (as defined below), Reseller will immediately
      pay
      CPC the sum of the following items: (i) Reseller's total outstanding
      Indebtedness, minus (ii) the
      Collateral Liquidation Value.





The
      term
“ Collateral
      Liquidation Value ”
is
      defined herein to mean the sum of: (i) one hundred percent (100%) of the total
      aggregate wholesale invoice price of all of Reseller's Financed Inventory; plus (ii)
      eighty five percent (85%) of the total outstanding balance of Reseller's
      Eligible Accounts, plus (iii)
      seventy-five percent (75%) of other Accounts approved by CPC in its sole
      discretion minus (iv)
      Third Party Debt.





The
      term
“ Collateral
      Report ”
is
      defined herein to mean a report compiled by Reseller specifying the following
      information: (a) the total aggregate wholesale invoice price of all of
      Reseller's Financed Inventory that is unsold and in Reseller's possession and
      control as of the date of such Report; and (b) the total outstanding balance
      owed to Reseller on Reseller's Eligible Accounts as of the date of such Report,
      in each case to the extent CPC has a first priority, fully perfected security
      interest therein.





The
      term
“ Third
      Party Debt ”
is
      defined herein to mean the principal portion owed to third party lenders having
      a security interest in Reseller’s assets which is senior in priority to the
      security interest of CPC.





If
      Reseller from time to time is required to make immediate payment to CPC upon
      review of a Collateral Report or at any other time, Reseller agrees that
      acceptance of such payment by CPC shall not be construed to have waived or
      amended the terms of its financing program.





Reseller
      waives notice of CPC's acceptance of this Amendment. All other terms as they
      appear in the Agreement, to the extent consistent with the foregoing, are
      ratified and remain unchanged and in full force and effect.





SIGNATURES
      COMMENCE ON NEXT PAGE








IN
      WITNESS
      WHEREOF, Reseller and CPC have executed this Paydown Amendment to Amended and
      Restated Credit Agreement this 30 day of April, 2007.


**INX
                    INC.**ATTEST:By:
                    /s/ Brian Fontana/s/
                    Joseph E. Horzepa
                Name:
                    Brian FontanaJoseph
                    E. Horzepa, Secretary
                Title:
                    Vice-President - CFOATTEST:/s/
                    James H. LongJames
                    H. Long, Chief Executive Officer**CASTLE
                    PINES CAPITAL LLC**By:
                    /s/ John SchmidtName:
                    John SchmidtTitle:
                    Managing Partner