Exhibit 10.1


 


 





	COMMUNITY BANK
	                Partnership
    Banking'


 


  


CHANGE IN TERMS AGREEMENT


 


	
        Principal

        $10,000,000.00
	
        Loan Date

        05-11-2017
	
        Maturity

        03-01-2019
	
        Loan No

        155354101
	Call / Coll	
        Account

        600714
	
        Officer

        765
	Initials
	
        References in the boxes above 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:	
        BISCO INDUSTRIES,
        INC.

        1500 NORTH LAKEVIEW AVENUE

        ANAHEIM, CA 92807

         
	 	Lender:	
        COMMUNITY BANK

        ANAHEIM BRANCH

        2300 EAST KATELLA AVENUE, SUITE 125

        ANAHEIM, CA 92806

        (800) 788-9999

         



 


 





	Principal Amount: $10,000,000.00	Date of Agreement: May 11, 2017







 





DESCRIPTION OF EXISTING
INDEBTEDNESS. A line of credit evidenced by a Promissory Note dated July 14, 2016 in the original principal amount of $10,000,000.00,
with all renewals, modifications, and substitutions including but not limited to all Change in Terms Agreements ("Note").


 


The Note and all renewals,
extensions, modifications refinancings and substitutions are subject to the terms and conditions of that certain Business Loan
Agreement dated July 14, 2016, executed by and between Borrower and Lender, together with all amendments and addendums thereto
("Loan Agreement").


 


DESCRIPTION OF COLLATERAL.
A security interest in all of Borrower's personal property assets more particularly described in that certain Commercial Security
Agreement of even date, executed by Borrower, as Grantor, in favor of Lender ("Security Agreement").


 


DESCRIPTION OF CHANGE
IN TERMS. Upon the Lender's receipt of this executed document and the receipt of fees and changes as described in the Disbursement
Request and Authorization, the Note, Loan Agreement and related documents are hereby modified as follows:


 


The date on which all outstanding
principal is due and payable (together with any accrued but unpaid interest) (the "Maturity Date") is hereby extended
from March 1, 2018 to March 1, 2019. Notwithstanding the extension of the Maturity Date, Borrower shall make regular
monthly payments of all accrued unpaid interest until the Maturity Date as extended above.


 


MODIFICATION OF BUSINESS LOAN AGREEMENT. The
Business Loan Agreement is hereby modified and amended as follows:


 


The paragraphs entitled
Long Term Investments, Funds Transfer, and Profit Retention on page 3 of Loan Agreement is hereby deleted in their
entirety.


 


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.


 


COUNTERPARTS. This
agreement, document or instrument may be executed in any number of counterparts and by different parties on separate counterparts,
each of which when executed and delivered, shall be deemed to be an original and all of which taken together shall constitute one
and the same agreement, document or instrument. Delivery by facsimile or by electronic transmission in portable document format
(PDF) of an executed counterpart of this agreement, document or instrument is as effective as delivery of an originally executed
counterpart of this agreement, document or instrument.


 


ACKNOWLEDGMENT BY GUARANTOR.
By its signature in the space provided below, the undersigned Guarantor(s) acknowledge(s) arid represent(s) that (i) it consents
to the modification of the Note as provided in this Modification; (ii) the Commercial Guaranty dated July 14, 2016 executed
by Guarantor in favor of Lender (the "Guaranty") continues in full force and effect; (iii) Guarantor has no offsets or
defenses to its obligations under the Guaranty, and (iv) the "Note" referred to in the Guaranty shall be hereinafter
deemed to refer to the Note as modified by this Modification.




     


     


    

 


CHANGE IN TERMS AGREEMENT 


	Loan No: 155354101	(Continued)	Page 2







 


 


PRIOR TO SIGNING THIS AGREEMENT, BORROWER
READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.


 


 


 


	CHANGE IN TERMS SIGNERS:
	 
	 
	BISCO INDUSTRIES, INC.
	 
	By:	  
	 	GLEN F. CEILEY, PRES/CEO/CFO/SEC of BISCO
	 	INDUSTRIES, INC.
	 
	 
	 
	EACO CORPORATION
	 
	By:	  
	 	GLEN F. CEILEY, CEO/CFO/Secretary of EACO
	
         
	CORPORATION