**First
                  National Bank**
                **of
                  Colorado****CHANGE
                  IN TERMS AGREEMENT**




**Principal**
              **$300,000.00**
            **Loan
                Date**
              **06-30-2005**
            **Maturity**
              **09-01-2006**
            **Loan
                No**
              **8596443-101**
            **Call
                / Coll**
            **Account**
            **Officer**
              **00332**
            **Initials**References
                in the shaded area are for Lender's use only and do not limit the
                applicability of this document to any particular loan or
                item.
              Any
                item above containing "***" has been omitted due to text length
                limitations.





**Borrower:**
            **SUITESPEED,
                INC.**
              **2150
                6TH STREET, SUITE D**
              **BROOMFIELD,
                CO 80020**
            **Lender:**
            **First
                National Bank of Colorado Main Office**
              **3033
                Iris Avenue**
              **Boulder,
                CO 80301-9032**
              **(303)
                544-7999**





**Principal
                Amount:    $300,000.00**
            **Initial
                Rate:   7.250%**
            **Date
                of Agreement:    June 30,
                2005**





**DESCRIPTION
      OF CHANGE IN TERMS.** RENEW
      AND TERM OUT LOAN CARVED OUT OF 8562710-101 TRG, INC.





**PROMISE
      TO PAY. SUITESPEED, INC. ("Borrower") promises to pay to First National Bank
      of
      Colorado ("Lender"), or order, in lawful money of the United States of America,
      the principal amount of Three Hundred Thousand & 00/100 Dollars
      ($300,000.00), together with interest on the unpaid principal balance from
      June
      30, 2005, until paid in full. The interest rate will not increase above 45.000%.**





**PAYMENT.
      Subject to any payment changes resulting from changes in the Index, Borrower
      will pay this loan in 12 principal payments of $10,000.00 each and one final
      principal and interest payment of $181,123.75. Borrower's first principal
      payment is due September 1, 2005, and all subsequent principal payments are
      due
      on the same day of each month after that. In addition, Borrower will pay regular
      monthly payments of all accrued unpaid interest due as of each payment date,
      beginning September 1, 2005, with all subsequent interest payments to be due
      on
      the same day of each month after that. Borrower's final payment due September
      1,
      2006, will be for all principal and all accrued interest not yet paid. Unless
      otherwise agreed or required by applicable law, payments will be applied first
      to any accrued unpaid interest; then to principal; then to any late charges;
      and
      then to any unpaid collection costs. Interest on this Agreement is computed
      on a
      365/360 simple interest basis; that is, by applying the ratio of the annual
      interest rate over a year of 360 days, multiplied by the outstanding principal
      balance, multiplied by the actual number of days the principal balance is
      outstanding. Borrower will pay Lender at Lender's address shown above or at
      such
      other place as Lender may designate in writing.**





**VARIABLE
      INTEREST RATE** **.**
      The interest rate on this Agreement is subject to change from time to time
      based
      on changes in an independent index which is the highest base rate on corporate
      loans posted by at least 75% of the nation's 30 largest banks that The Wall
      Street Journal publishes as the Prime Rate (the "Index"). The Index is not
      necessarily the lowest rate charged by Lender on its loans. If the Index becomes
      unavailable during the term of this loan, Lender may designate a substitute
      index after notice to Borrower. Lender will tell Borrower the current Index
      rate
      upon Borrower's request. The interest rate change will not occur more often
      than
      each day. Borrower understands that Lender may make loans based on other rates
      as well. **The
      Index currently is 6.250% per annum. The interest rate to be applied to the
      unpaid principal balance of the Note will be at a rate of 1.000 percentage
      point
      over the Index, rounded to the nearest 0.001 percent, resulting in an initial
      rate of 7.250% per annum. Notwithstanding the foregoing, the variable interest
      rate or rates provided for in the Note will be subject to the following maximum
      rate** .
      NOTICE:
      Under no circumstances will the interest rate on the Note be more than (except
      for any higher default rate shown below) the lesser of 45.000% per annum or
      the
      maximum rate allowed by applicable law.





**PREPAYMENT;
      MINIMUM INTEREST CHARGE** **.**
      In any event, even upon full prepayment of this Agreement, Borrower understands
      that Lender is entitled to a **minimum
      interest charge of $25.00** **.**
      Other than Borrower's obligation to pay any minimum interest charge, Borrower
      may pay without penalty all or a portion of the amount owed earlier than it
      is
      due. Early payments will not, unless agreed to by Lender in writing, relieve
      Borrower of Borrower's obligation to continue to make payments under the payment
      schedule. Rather, early payments will reduce the principal balance due and
      may
      result in Borrower's making fewer payments. Borrower agrees not to send Lender
      payments marked "paid in full", "without recourse", or similar language. If
      Borrower sends such a payment, Lender may accept it without losing any of
      Lender's rights under this Agreement, and Borrower will remain obligated to
      pay
      any further amount owed to Lender. All written communications concerning
      disputed amounts, including any check or other payment instrument that indicates
      that the payment constitutes "payment in full" of the amount owed or that is
      tendered with other conditions or limitations or as full satisfaction of a
      disputed amount must be mailed or delivered to: First National Bank of Colorado,
      Main Office, 3033 Iris Avenue, Boulder, CO 80301-9032.





**LATE
      CHARGE.** If a
      payment is 10 days or more late, Borrower will be charged 5.000%
      of
      the unpaid portion of the regularly scheduled payment or $30.00, whichever
      is
      greater.





**INTEREST
      AFTER DEFAULT.** Upon
      default, including failure to pay upon final maturity, Lender, at its option,
      may, if permitted under applicable law, increase the variable interest rate
      on
      this Agreement to 6.000 percentage points over the Index. The interest rate
      will
      not exceed the maximum rate permitted by applicable law.





**DEFAULT** **.**
      Each of the following shall constitute an Event of Default under this Agreement:





**Payment
      Default.** Borrower
      fails to make any payment when due under the Indebtedness.





**Other
      Defaults.** Borrower
      fails to comply with or to perform any other term, obligation, covenant or
      condition contained in this Agreement or in any of the Related Documents or
      to
      comply with or to perform any term, obligation, covenant or condition contained
      in any other agreement between Lender and Borrower.





**Default
      in Favor of Third Parties.** Borrower
      defaults under any loan, extension of credit, security agreement, purchase
      or
      sales agreement, or any other agreement, in favor of any other creditor or
      person that may materially affect any of Borrower's property or Borrower's
      ability to perform Borrower's obligations under this Agreement or any of the
      Related Documents.





**False
      Statements.** Any
      warranty, representation or statement made or furnished to Lender by Borrower
      or
      on Borrower's behalf under this Agreement or the Related Documents is false
      or
      misleading in any material respect, either now or at the time made or furnished
      or becomes false or misleading at any time thereafter.





**Insolvency.** The
      dissolution or termination of Borrower's existence as a going business, the
      insolvency of Borrower, the appointment of a receiver for any part of Borrower's
      property, any assignment for the benefit of creditors, any type of creditor
      workout, or the commencement of any proceeding under any bankruptcy or
      insolvency laws by or against Borrower.





**Creditor
      or Forfeiture Proceedings.** Commencement of foreclosure or forfeiture proceedings, whether by judicial
      proceeding, self-help, repossession or any other method, by any creditor of
      Borrower or by any governmental agency against any collateral securing the
      Indebtedness. This includes a garnishment of any of Borrower's accounts,
      including deposit accounts, with Lender. However this Event of Default shall
      not
      apply if there is a good faith dispute by Borrower as to the validity or
      reasonableness of the claim which is the basis of the creditor or forfeiture
      proceeding and if Borrower gives Lender written notice of the creditor or
      forfeiture proceeding and deposits with Lender monies or a surety bond for
      the
      creditor or forfeiture proceeding, in an amount determined by Lender, in its
      sole discretion, as being an adequate reserve or bond for the
      dispute.





**Events
      Affecting Guarantor.** Any of
      the preceding events occurs with respect to any Guarantor of any of the
      Indebtedness or any Guarantor dies or becomes incompetent, or revokes or
      disputes the validity of, or liability under, any Guaranty of the Indebtedness
      evidenced by this Note. In the event of a death, Lender, at its option, may,
      but
      shall not be required to, permit the Guarantor's estate to assume
      unconditionally the obligations arising under the guaranty in a manner
      satisfactory to Lender, and, in doing so, cure any Event of
      Default.





**Change
      In Ownership.** Any
      change in ownership of twenty-five percent (25%). or more of the common stock
      of
      Borrower.





**Adverse
      Change** **.**
      A material adverse change occurs in Borrower's financial condition, or Lender
      believes the prospect of payment or performance of the Indebtedness is
      impaired.





**Insecurity.** Lender
      in good faith believes itself insecure.





**LENDER'S
      RIGHTS.** Upon
      default, Lender may declare the entire unpaid principal balance on this
      Agreement and all accrued unpaid interest immediately due, and then Borrower
      will pay that amount.





**ATTORNEYS'
      FEES; EXPENSES** **.**
      Lender may hire or pay someone else to help collect this Agreement if Borrower
      does not pay. Borrower will pay Lender the reasonable costs of such collection.
      This includes, subject to any limits under applicable law, Lender's attorneys'
      fees and Lender's legal expenses, whether or not there is a lawsuit, including
      without limitation attorneys' fees and legal expenses for bankruptcy proceedings
      (including efforts to modify or vacate any automatic stay or injunction), and
      appeals. If not prohibited by applicable law, Borrower also will pay any court
      costs, in addition to all other sums provided by law.










**CHANGE
                IN TERMS AGREEMENT****Loan
                No: 8596443-101**
            **(Continued)**
            **Page
                2**





**JURY
      WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
      action, proceeding, or counterclaim brought by either Lender or Borrower against
      the other.**





**GOVERNING
      LAW. This Agreement will be governed by federal law applicable to Lender and,
      to
      the extent not preempted by federal law, the laws of the State of Colorado
      without regard to its conflicts of law provisions. This Agreement has been
      accepted by Lender in the State of Colorado.**





**CHOICE
      OF VENUE.** If
      there
      is a lawsuit, Borrower agrees upon Lender's request to submit to the
      jurisdiction of the courts of Boulder County, State of Colorado.





**RIGHT
      OF SETOFF.** To the
      extent permitted by applicable law, Lender reserves a right of setoff in all
      Borrower's accounts with Lender (whether checking, savings, or some other
      account). This includes all accounts Borrower holds jointly with someone else
      and all accounts Borrower may open in the future. However, this does not include
      any IRA or Keogh accounts, or any trust accounts for which setoff would be
      prohibited by law. Borrower authorizes Lender, to the extent permitted by
      applicable law, to charge or setoff all sums owing on the indebtedness against
      any and all such accounts, and, at Lender's option, to administratively freeze
      all such accounts to allow Lender to protect Lender's charge and setoff rights
      provided in this paragraph.





**COLLATERAL.** Borrower
      acknowledges this Agreement is secured by the following collateral described
      in
      the security instrument listed herein: collateral described in a Commercial
      Security Agreement dated June 30, 2005.





**ARBITRATION.
      Borrower and Lender agree that all disputes, claims and controversies between
      them whether individual, joint, or class in nature, arising from this Agreement
      or otherwise, including without limitation contract and tort disputes, shall
      be
      arbitrated pursuant to the Rules of the American Arbitration Association in
      effect at the time the claim is filed, upon request of either party. No act
      to
      take or dispose of any Collateral shall constitute a waiver of this arbitration
      agreement or be prohibited by this arbitration agreement. This includes, without
      limitation, obtaining injunctive relief or a temporary restraining order;
      invoking a power of sale under any deed of trust or mortgage; obtaining a writ
      of attachment or imposition of a receiver; or exercising any rights relating
      to
      personal property, including taking or disposing of such property with or
      without judicial process pursuant to Article 9 of the Uniform Commercial Code.
      Any disputes, claims, or controversies concerning the lawfulness or
      reasonableness of any act, or exercise of any right, concerning any Collateral,
      including any claim to rescind, reform, or otherwise modify any agreement
      relating to the Collateral, shall also be arbitrated, provided however that
      no
      arbitrator shall have the right or the power to enjoin or restrain any act
      of
      any party. Judgment upon any award rendered by any arbitrator may be entered
      in
      any court having jurisdiction. Nothing in this Agreement shall preclude any
      party from seeking equitable relief from a court of competent jurisdiction.
      The
      statute of limitations, estoppel, waiver, laches, and similar doctrines which
      would otherwise be applicable in an action brought by a party shall be
      applicable in any arbitration proceeding, and the commencement of an arbitration
      proceeding shall be deemed the commencement of an action for these purposes.
      The
      Federal Arbitration Act shall apply to the construction, interpretation, and
      enforcement of this arbitration provision.**





**CONTINUING
      VALIDITY.** Except
      as expressly changed by this Agreement, the terms of the original obligation
      or
      obligations, including all agreements evidenced or securing the obligation(s),
      remain unchanged and in full force and effect. Consent by Lender to this
      Agreement does not waive Lender's right to strict performance of the
      obligation(s) as changed, nor obligate Lender to make any future change in
      terms. Nothing in this Agreement will constitute a satisfaction of the
      obligation(s). It is the intention of Lender to retain as liable parties all
      makers and endorsers of the original obligation(s), including accommodation
      parties, unless a party is expressly released by Lender in writing. Any maker
      or
      endorser, including accommodation makers, will not be released by virtue of
      this
      Agreement. If any person who signed the original obligation does not sign this
      Agreement below, then all persons signing below acknowledge that this Agreement
      is given conditionally, based on the representation to Lender that the
      non-signing party consents to the changes and provisions of this Agreement
      or
      otherwise will not be released by it. This waiver applies not only to any
      initial extension, modification or release, but also to all such subsequent
      actions.





**PRIOR
      NOTE** **.**
      PROMISSORY NOTE 85964483-101 DATED 1/12/04 IN THE AMOUNT OF
      $300,000.00.





**SUCCESSORS
      AND ASSIGNS.** Subject
      to any limitations stated in this Agreement on transfer of Borrower's interest,
      this Agreement shall be binding upon and inure to the benefit of the parties,
      their successors and assigns. If ownership of the Collateral becomes vested
      in a
      person other than Borrower, Lender, without notice to Borrower, may deal with
      Borrower's successors with reference to this Agreement and the Indebtedness
      by
      way of forbearance or extension without releasing Borrower from the obligations
      of this Agreement or liability under the Indebtedness.





**MISCELLANEOUS
      PROVISIONS.** Lender
      may delay or forgo enforcing any of its rights or remedies under this Agreement
      without losing them. Borrower and any other person who signs, guarantees or
      endorses this Agreement, to the extent allowed by law, waive presentment, demand
      for payment, and notice of dishonor. Upon any change in the terms of this
      Agreement, and unless otherwise expressly stated in writing, no party who signs
      this Agreement, whether as maker, guarantor, accommodation maker or endorser,
      shall be released from liability. All such parties agree that Lender may renew
      or extend (repeatedly and for any length of time) this loan or release any
      party
      or guarantor or collateral; or impair, fail to realize upon or perfect Lender's
      security interest in the collateral; and take any other action deemed necessary
      by Lender without the consent of or notice to anyone. All such parties also
      agree that Lender may modify this loan without the consent of or notice to
      anyone other than the party with whom the modification is made. The obligations
      under this Agreement are joint and several.





**PRIOR
      TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
      OF
      THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES
      TO THE TERMS OF THE AGREEMENT.**





**CHANGE
      IN TERMS SIGNERS:**








**SUITESPEED,
      INC.**





**By:**
            **/s/
                Michael S. Wasik****MICHAEL
                S. WASIK, President of SUITESPEED, INC.**