**CHANGE IN TERMS AGREEMENT**

 

| Principal                                                                                                                                                                                                                                                        | Loan Date                                                                                                                                                                       | Maturity   | Loan No.  | Call/Coll | Account | Officer | Initials |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------|-----------|---------|---------|----------|
| $1,090,807.13                                                                                                                                                                                                                                                    | 02-13-2007                                                                                                                                                                      | 09-20-2010 | 910012673 | 4200      |    | 1218    |     |
| 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:     KELLEY COMMUNICATION COMPANY, INC.                     5625 S. Arville St., Ste. E

Las Vegas, NV  89118 |  

Lender:         Bank of Nevada

Rainbow Regional Office

777 North Rainbow Boulevard

Las Vegas, NV  89107

(702) 310-4000 |
|                                                                                                                                                                                                                                                             |                                                                                                                                                                            |

 

**DESCRIPTION OF EXISTING INDEBTEDNESS. A**LOAN EVIDENCED BY A PROMISSORY NOTE DATED APRIL 6, 2004 IN THE ORIGINAL PRINCIPAL AMOUNT OF $1,5430,000.00 AND REFERENCING LOAN NO. 910012673, MODIFIED BY THAT CERTAIN CHANGE IN TERMS AGREEMENTS DATED AS OF JUNE 27, 2005, AND SEPTEMBER 20, 2005 (“NOTE”).

**DESCRIPTION OF COLLATERAL.** TWO CERTIFICATES OF DEPOSIT.

**DESCRIPTION OF CHANGE IN TERMS.**THE NOTE IS HEREBY MODIFIED AS FOLLOWS:

THE DATE ON WHICH ALL OUTSTANDING PRINCIPAL IS DUE AND PAYABLE (TOGETHER WITH ANY ACCRUED BUT UNPAID INTEREST THEREON) (“MATURITY DATE”) IS HEREBY EXTENDED FROM SEPTEMBER 20, 2008 TO SEPTEMBER 20, 2010.

BORROWER****ACKNOWLEDGES RECEIPT OF ADVANCE FROM LENDER IN ADDITION TO THE AMOUNT OF THE LOAN EVIDENCED BY THE NOTE IN THE AMOUNT OF $450,000.00. ACCORDINGLY, THE PRINCIPAL AMOUNT OF THE NOTE IS HEREBY INCREASED FROM $640,807.13 TO $1,090,807.13.

CERTIFICATE OF DEPOSIT #3400049751 IS HEREBY ADDED AS COLLATERAL ON THE NOTE.

THE PAYMENT SCHEDULE IS HEREBY MODIFIED (SEE PAYMENT BELOW). ALL OTHER TERMS AND CONDITIONS OF THE NOTE AND EVERY LOAN DOCUMENT, CERTIFICATE AND INSTRUMENT SECURING OR OTHERWISE RELATING TO THE INDEBTEDNESS EVIDENCED BY THE NOTE REMAIN THE SAME AND IN FULL FORCE AND EFFECT.

**PROMISE TO PAY**. KELLEY COMMUNICATION COMPANY, INC. (“Borrower”) promises to pay to Bank of Nevada (“Lender”), or order, in lawful money of the United States of America, the principal amount of One Million Ninety Thousand Eight Hundred Seven & 13/100 Dollars ($1,090,807.13), together with interest at the rate of 7.500% per annum on the unpaid principal balance from February 13, 2007. until paid in full.  The interest rate may change under the terms and conditions of the “INTEREST AFTER DEFAULT” section.

**PAYMENT**. Borrower will pay this loan in 43 payments of $29,097.84 each payment. Borrower's first payment is due March 20, 2007, and all subsequent payments are due on the same day of each month after that. Borrower's final payment will be due on September 20, 2010, and will be for all principal and all accrued interest not yet paid. Payments include principal and interest.  Unless otherwise agreed or required by applicable law, payments will be applied to Finance Charges first; then to unpaid principal; then to late charges and other charges.  Interest on this loan 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'saddress shown above or at such other place as Lender may designate in writing.

**PREPAYMENT.**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 infull” 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: Bank of Nevada, West Sahara Regional Office, 2700 W. Sahara Avenue, Las Vegas, NV 89102.

**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 $10.00, whichever is greater.

**INTEREST AFTER****DEFAULT.**Upon default, including failure to pay upon final maturity, the interest rate on this loan shall be increased by 5.000 percentage points.  However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law.

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

 

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**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.

**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, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party 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 of Ownership**. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.

 

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**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.

**Cure Provisions**.  If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Agreement within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.

**LENDER'S****RIGHTS.**Upon default, Lender may declare the entire unpaid principal balance under 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 that amount. 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 attorneys' fees, 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.

**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 Nevada without regard to its conflicts of law provisions.  This Agreement has bean accepted****by Lender in the State of Nevada.

**CHOICE OF VENUE**.  If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Clark County, State of Nevada.  (Initial Here)

**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, any trust accounts for which setoff would be prohibited by law, or monies in any accounts that were received pursuant to the federal Social Security Act, including, without limitation. retirement and survivors' benefits, supplemental security income benefits and disability insurance benefits. 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.

 

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**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 propertywith 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 thesepurposes. 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 at 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 thisAgreement 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.

**DISHONORED ITEM FEE**. I may be charged a fee if i make a payment on my loan and the check or preauthorized charge with which I pay is later dishonored.

 

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**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.

**NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES.**Please notify us if we report any inaccurate information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address: Bank of Nevada West Sahara Regional Office 2700 W. Sahara Avenue Las Vegas, NV 89102.

**MISCELLANEOUS PROVISIONS.**If any part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement. 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 thecollateral; 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. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.**

**BORROWER:**

**KELLEY COMMUNICATION COMPANY, INC.**

| By:   | /s/ James Michael Kelley |
|-----------------|--------------------------|

JAMES MICHAEL KELLEY, President/Sec/Treas of

KELLEY COMMUNICATION COMPANY, INC.

 

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