Exhibit 10.1


FOURTH
AMENDMENT TO LOAN AND SECURITY AGREEMENT


This Fourth
Amendment to Loan and Security Agreement (this “Amendment”) is entered into as
of January 30, 2007, by and between COMERICA BANK (“Bank”) and COMMODORE
RESOURCES (NEVADA), INC., LYRIS TECHNOLOGIES INC., UPTILT INC., MCC NEVADA,
INC. and CLICKTRACKS ANALYTICS, INC. (each a “Borrower” and collectively, “Borrowers”).


RECITALS


Borrowers and Bank
are parties to that certain Loan and Security Agreement dated as of October 4,
2005, as amended from time to time including by that certain First Amendment to
Loan and Security Agreement dated as of April 25, 2006, that certain Second
Amendment to Loan and Security Agreement dated as of August 18, 2006 and that
certain Third Amendment to Loan and Security Agreement dated as of November 30,
2006 (the “Agreement”). The parties desire to amend the Agreement in accordance
with the terms of this Amendment to change certain of the financial covenants.


NOW, THEREFORE, the parties agree as follows:


1.             Section 6.7(b) of the Agreement is hereby amended and
restated in its entirety to read as follows:


“(b)         EBITDA.  Measured monthly on a rolling three-month
basis, an EBITDA of not less than (i) One Million Two Hundred Thousand Dollars
($1,200,000) for the measuring period ending October 31, 2006, (ii) One Million
One Hundred Thousand Dollars ($1,100,000) for the measuring period ending
November 30, 2006, (iii) One Million Three Hundred Thousand Dollars
($1,300,000) for the measuring period ending December 31, 2006, (iv) One
Million Seven Hundred Fifty Thousand Dollars ($1,750,000) for the measuring
period ending January 31, 2007, (v) Two Million Dollars ($2,000,000) for the
measuring period ending February 28, 2007, and (vi) Two Million Five Hundred
Thousand Dollars ($2,500,000) at all times thereafter.”


2.             Exhibit C to the Agreement is hereby replaced with
Exhibit C attached hereto.


3.             No course of dealing on the part of Bank or its
officers, nor any failure or delay in the exercise of any right by Bank, shall
operate as a waiver thereof, and any single or partial exercise of any such
right shall not preclude any later exercise of any such right. Bank’s failure
at any time to require strict performance by Borrowers of any provision shall
not affect any right of Bank thereafter to demand strict compliance and
performance. Any suspension or waiver of a right must be in writing signed by
an officer of Bank.


4.             Unless otherwise defined, all initially capitalized
terms in this Amendment shall be as defined in the Agreement. The Agreement, as
amended hereby, shall be and remain in full force and effect in accordance with
its respective terms and hereby is ratified and confirmed in all respects. Except
as expressly set forth herein, the execution, delivery, and performance of this
Amendment shall not operate as a waiver of, or as an amendment of, any right,
power, or remedy of Bank under the Agreement, as in effect prior to the date
hereof.


5.             Each Borrower represents and warrants that the
Representations and Warranties contained in the Agreement are true and correct
in all material respects as of the date of this Amendment, and that no Event of
Default has occurred and is continuing.


6.             As a condition to the effectiveness of this Amendment,
Bank shall have received, in form and substance satisfactory to Bank, the
following:


(a)           this Amendment, duly executed by each
Borrower;


(b)           a Certificate of the Secretary of
each Borrower with respect to incumbency and resolutions authorizing the
execution and delivery of this Amendment;



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(c)           all reasonable Bank Expenses incurred
through the date of this Amendment, which may be debited from any of Borrowers’
accounts; and


(d)           such other documents, and completion
of such other matters, as Bank may reasonably deem necessary or appropriate.


7.             This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.



 2














IN WITNESS
WHEREOF, the undersigned have executed this Amendment as of the first date
above written.


	
  

  	
  COMMODORE RESOURCES (NEVADA), INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. McDonald

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LYRIS TECHNOLOGIES INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Luis Rivera

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  CEO & President

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UPTILT RESOURCES INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Luis Rivera

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  CEO & President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MCC NEVADA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. McDonald

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Secretary & Treasurer

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CLICKTRACKS ANALYTICS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Luis Rivera

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Secretary & Treasurer

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMERICA BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip Koblis

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  First Vice President

  
							



 


 


[Signature
Page to Fourth Amendment to Loan & Security Agreement]











EXHIBIT C


COMPLIANCE CERTIFICATE


TO:                         COMERICA
BANK


FROM:                  COMMODORE
RESOURCES (NEVADA), INC., for itself and on behalf of all Borrowers


The undersigned authorized
officer of COMMODORE RESOURCES (NEVADA), INC., for itself and on behalf of all
Borrowers, hereby certifies that in accordance with the terms and conditions of
the Loan and Security Agreement between Borrowers and Bank (the “Agreement”),
(i) Each Borrower is in complete compliance for the period ending                                 
with all required covenants except as noted below and (ii) all
representations and warranties of each Borrower stated in the Agreement are
true and correct as of the date hereof. 
Attached herewith are the required documents supporting the above
certification.  The Officer further
certifies that these are prepared in accordance with Generally Accepted
Accounting Principles (GAAP) and are consistently applied from one period to
the next except as explained in an accompanying letter or footnotes.


Please indicate compliance
status by circling Yes/No under “Complies” column.


	
  Reporting Covenant

  	
   

  	
  Required

  	
   

  	
  Complies

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monthly financial statements

  	
   

  	
  Monthly within 30 days

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  10K

  	
   

  	
  Within 90 days of fiscal year end

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  10Q

  	
   

  	
  Within 45 days of quarter end

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  A/R & A/P Agings

  	
   

  	
  Monthly within 30 days

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  Compliance Cert.

  	
   

  	
  Monthly within 30 days

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  A/R Audit

  	
   

  	
  Initial and Annual

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  IP Report

  	
   

  	
  Quarterly within 45 days

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  Total amount of Borrowers’ cash and investments

  	
   

  	
  Amount: $           

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  Total amount of Borrowers’ cash and investments
  maintained with Bank

  	
   

  	
  Amount: $           

  	
   

  	
  Yes

  	
   

  	
  No

  



 


	
  Financial Covenant

  	
   

  	
  Required

  	
   

  	
  Actual

  	
   

  	
  Complies

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Measured on a Monthly Basis:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maximum Senior
  Debt to EBITDA

  Through 11/30/07

  12/1/067 and thereafter

  	
   

  	
  2.00:1.00

  1.50:1.00

  	
   

  	
        : 1.00

  	
   

  	
  Yes

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minimum EBITDA

  10/1/06 through 10/31/06

  11/1/06 through 11/30/06

  12/1/06 through 12/31/06

  1/1/07 through 1/31/07

  2/1/07 through 2/28/07

  3/1/07 and thereafter

  	
   

  	
  

  $1,200,000

  $1,100,000

  $1,300,000

  $1,750,000

  $2,000,000

  $2,500,000

  	
   

  	
  $             

  	
   

  	
  Yes

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minimum Fixed
  Charge Coverage

  	
   

  	
  1.25 : 1.00

  	
   

  	
        : 1.00

  	
   

  	
  Yes

  	
   

  	
  No

  



 


	
  Comments Regarding Exceptions: See Attached.

  	
   

  	
  BANK USE ONLY

  
	
   

  	
   

  	
   

  
	
  Sincerely,

  	
   

  	
  Received by:

  	
   

  
	
   

  	
   

  	
   

  	
  AUTHORIZED
  SIGNER

  
	
   

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNATURE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Verified:

  	
   

  
	
  TITLE

  	
   

  	
   

  	
  AUTHORIZED
  SIGNER

  
	
   

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DATE

  	
   

  	
  Compliance Status 

  	
  Yes

  	
  No