AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT

      THIS AMENDMENT TO REVOLVING  CREDIT LOAN AGREEMENT,  is made this 31st day
of March, 2005, by and between 1mage Software, Inc. (the "Borrower"), a Colorado
corporation, and DEMALE, LLC ("Lender"), a Colorado limited liability company.

                                    RECITALS

A. WHEREAS,  pursuant to a Revolving  Credit Loan Agreement  dated April 1, 2003
(the  "Agreement"),  Borrower  agreed to borrow  sums from time to time up to an
aggregate amount of Three Hundred Thousand Dollars ($300,000) from Lender in the
form of a revolving line of credit; and

      B.  WHEREAS,  the loans under the  Agreement  are evidenced by a Revolving
Credit Master Note dated April 1, 2003 (the "Note");

      C. WHEREAS,  the Lender has agreed to increase the amount of the revolving
line of credit to Five Hundred  Thousand  Dollars  ($500,000)  and to extend the
term of the Agreement and the Note until June 30, 2007; and

      D. WHEREAS,  the Lender has agreed to revise the conversion  ratio for the
outstanding balance of the Note;

            NOW,  THEREFORE,  in  consideration  of the foregoing and the mutual
covenants herein contained, the parties agree as follows:

      1.    Amendments to Section 1--Terms of Revolving  Credit.  Subject to the
terms and conditions of this Agreement, Lender and Borrower agree that Section 1
and Section  1.a. of the  Agreement  are amended to provide  that the  Revolving
Credit will be in the maximum amount of Five Hundred Thousand Dollars ($500,000)
and that the  Repayment  Date shall end on the earlier to occur of June 30, 2007
or another date which is mutually agreed upon by the Lender and the Borrower.

      2.    Amendment  to  Section  3--Promise  to Pay  and  Conversion  Rights.
Section 3 of the Agreement is amended to provide that the date of termination of
the  Agreement and right to convert in such Section shall occur on June 30, 2007
or another  date which is mutually  agreed upon by the Lender and the  Borrower,
and that the  Lender  may elect to  convert  all or any  portion  of the  unpaid
principal  and interest owed under the Agreement and the Note into shares of the
Company's  common stock at a  conversion  price equal to the lesser of (a) $0.14
per share or (b) 80% of the Fair Market Value on the date that Lender's  written
notice of such conversion is received by Borrower.

      3.    Revision to Section 8--Borrower's Covenants.  Section 3.b.(1) of the
Agreement is revised to  acknowledge  that the  Borrower's  primary bank line of
credit,  to which the Note is expressly  subordinated,  is  currently  with U.S.
Bancorp.


<PAGE>

      4.    Miscellaneous

            a.    No Waiver. No failure or delay of any party hereto to exercise
any right  given to it  hereunder,  or to insist on strict  compliance  with any
provision hereunder, shall constitute a waiver of such provision or of any other
provision hereof,  or a waiver of any breach,  and no waiver of any provision or
breach of any  provision  shall  constitute  a waiver of any other  provision or
breach or of any  subsequent  breach of the same  provision.  No waiver shall be
effective  unless in writing  and signed by the party  having the right to waive
such provision.

            b.    Survival.  All  covenants,  agreements,   representations  and
warranties  made  herein and in any other  instruments  or  documents  delivered
pursuant  hereto shall survive the  execution and delivery of this  Amendment to
Revolving Credit Loan Agreement  ("Amendment")  and shall continue in full force
and effect so long as any of the  amounts  due  hereunder  are  outstanding  and
unpaid.

            c.    Entire  Agreement;   Modification.   This  Amendment  and  the
Agreement  constitute  the entire  agreement  between  the  parties  hereto with
respect  to the  subject  matter  hereof,  superseding  all prior  negotiations,
correspondence,  understandings and agreements,  if any, between the parties; no
amendment  or  modification  of this  Amendment  shall be binding on the parties
unless made in writing and duly  executed by all  parties.  There are no oral or
implied  agreements and no oral or implied warranties between the parties hereto
other than those expressed herein.

            d.    Binding Effect; Assignability. This Amendment shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and assigns.

            e.    Headings. The section and other headings in this Amendment are
for  reference  only and shall not limit or  otherwise  affect  any of the terms
hereof.

            f.    Further  Assurances  and Corrective  Instruments.  The parties
hereto agree to execute,  acknowledge,  seal and deliver, after the date hereof,
without  additional  consideration,  such further  assurances,  instruments  and
documents, and to take such further actions, as the parties hereto shall request
in  order  to  fulfill  the  intent  of  this  Amendment  and  the  transactions
contemplated hereby.

            g.    Severability.   Any  provision  in  this  Amendment  which  is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof or  affecting  the  validity or
enforceability of such provisions in any other jurisdiction.

            h.    Governing Law. This Amendment is made in and shall be governed
by and construed and  interpreted  in accordance  with this laws of the State of
Colorado.

            i.    Effect.  In the event of a conflict  between the provisions of
this  Amendment and those of the  Agreement,  the  provisions of this  Amendment
shall govern and control. Except as specifically provided in Sections 1, 2 and 3
hereof,  all of the terms of the Agreement  remain in full force and effect.  As
amended by this  Amendment,  the Agreement shall remain in full force and effect
and is hereby ratified and affirmed by the parties hereto.


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<PAGE>

            IN WITNESS  WHEREOF,  the parties hereto have executed and delivered
this Amendment to Revolving Credit Loan Agreement under seal, with the intention
of making it a sealed instrument, as of the day and year first above written.


BORROWER:

1MAGE SOFTWARE, INC.


By: /s/ David R. DeYoung
    -----------------------------------
        David R. DeYoung, President/CEO


LENDER:

DEMALE, LLC

By: /s/ Spencer Lehman
    ------------------------------
         Spencer Lehman, Manager


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