Exhibit 10.4


 


CHANGE IN
TERMS AGREEMENT


 


	Original
    Principal: $1,250,000.00	Loan
    Date: October 21, 2010	Effective
    date of this Agreement: 

    April 13, 2015
	Borrower:
    PCS Link, Inc.	Lender:
    California United Bank
	 	 	 	 





DESCRIPTION
OF EXISTING INDEBTEDNESS: ORIGINAL PROMISSORY NOTE DATED OCTOBER 21, 2010 AS EXTENDED AND RENEWED FROM TIME TO TIME, INCLUDING BUT NOT LIMITED TO THE EXECUTION OF A PROMISSORY NOTE DATED
MAY 28, 2013, IN THE AMOUNT OF ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($1,250,000.00) (“CUB RLOC”) EXECUTED
AND DELIVERED TO CALIFORNIA UNITED BANK (“LENDER”)


 


COLLATERAL:
SECURITY AGREEMENT DATED OCTOBER 21, 2010, AND UCC-1 FINANCING STATEMENT


 


RECITALS:


 


		A.	At
                                         Borrower’s request, on or about July 18, 2014, Lender subordinated its security
                                         interest to the lien of Opus Bank (“Opus”) securing an initial funding of
                                         One Million Five Hundred Thousand Dollars ($1,500,000.00) of the Three Million Dollar
                                         ($3,000,000.00) revolving line of credit facility issued by Opus (“Opus RLOC”);



 


		B.	As
                                         of the date of this Agreement, the outstanding principal balance on the CUB RLOC is Eight
                                         Hundred Seventy Six Thousand Two Hundred Fifty Dollars and 34/100
                                         ($876,250.34); and



 


		C.	Although
                                         Borrower, Lender and Opus agreed and confirmed that any subsequent funding of the Opus
                                         RLOC shall first be applied to pay off any remaining balance of the CUB RLOC, Borrower
                                         and Opus have now agreed to enter into a Second Amendment, Waiver and Ratification agreement
                                         which provides for certain further funding on the Opus RLOC, not to exceed One Million
                                         Dollars ($1,000,000.00), without first paying off the remaining balance of the CUB RLOC.
                                         Borrower has requested that CUB consent thereto; and



 


		D.	Borrower
                                         covenanted and hereby reaffirms that it shall be and remain in compliance with the covenants,
                                         conditions and terms of the Opus RLOC, as amended from time to time, that it shall not
                                         enter into any further amendment of the Opus RLOC without the prior written consent of
                                         CUB, which consent shall not be unreasonably withheld.



 


DESCRIPTION
OF CHANGE IN TERMS:


 


		1.	The
                                         Recitals above are true and correct, and incorporated as though fully set forth herein.



 


		2.	The
                                         Maturity Date of the CUB RLOC is hereby extended to January 1, 2016. Borrower agrees
                                         to pay to Lender all remaining principal, interest fees and costs owed on the CUB RLOC,
                                         no later than the Maturity Date.



 


		3.	The
                                         remaining balances owed to Lender on the CUB RLOC shall be repaid by Borrower on the
                                         following terms and conditions:



 


		a.	Through
                                         August 1, 2015, provided that the Second Amendment, Waiver and Ratification agreement
                                         between Borrower and Opus Bank remains in effect, Borrower shall not be obligated to
                                         make any payment of principal, interest, costs or fees to Lender. Interest during such
                                         period shall accrue as provided in the CUB RLOC, as previously amended; and



 


		b.	Commencing
                                         August 5, 2015 and continuing on the 5th day of each successive month until
                                         the Maturity Date, Borrower shall pay the then accrued and outstanding interest on the
                                         CUB RLOC.



 




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		4.	Lender
                                         consents to Borrower entering into the Second Amendment, Waiver and Ratification agreement
                                         with Opus, which provides for certain further funding on the Opus RLOC, not to exceed
                                         One Million Dollars ($1,000,000.00), without first paying off the remaining balance of
                                         the CUB RLOC.



 


		5.	Lender
                                         waives prior events of default by Borrower



 


		6.	Commencing
                                         upon execution of this Change in Terms Agreement, Borrower shall provide to Lender all
                                         weekly or other periodic reports that are provided to Opus.



 


		7.	This
                                         Agreement shall become effective upon completion of all of the following;



 


		a.	Mutual execution by the undersigned;
and



 


		b.	Receipt
                                         by Lender of the executed Second Amendment, Waiver and Ratification between Borrower
                                         and Opus Bank, in form acceptable to Lender.



 


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. All funds previously disbursed
were disbursed in conformity with the CUB RLOC and related documents. 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 the 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. 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
TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT AND AGREES TO ALL TERMS AND CONDITIONS
OF THE AGREEMENT.


 


	Borrower: PCS Link, Inc,	 	Lender: California United Bank
	 	 	 
	By:	/s/ John R. Hall	 	By:	/s/ Kimberlee
    von Disterlo
	John R. Hall, III	 	Name: Kimberlee von Disterlo
	Chief Executive Officer	 	First Vice President
	 	 	 	 	 


 




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