ex10_20.htm


    
      

    

    Exhibit
10.20

    


    
      
        
          	 	
                  Amendment
      to Credit Agreement

                


        

      

    

    


    


    This
agreement is dated as of April 25, 2008, by and between ARI Network Services,
Inc. (the "Borrower") and JPMorgan Chase Bank, N.A., successor by merger to Bank
One, NA, with its main office in Chicago, IL (the "Bank"), and its successors
and assigns. The provisions of this agreement are effective on the date that
this agreement has been executed by all of the signers and delivered to the Bank
(the "Effective Date").

     

    WHEREAS, the Borrower and the
Bank entered into a credit agreement dated July 9, 2004, as amended (if
applicable) (the "Credit Agreement"); and

     

    WHEREAS, the Borrower has
requested and the Bank has agreed to amend the Credit Agreement as set forth
below;

     

    NOW, THEREFORE, in mutual
consideration of the agreements contained herein and for other good and valuable
consideration, the parties agree as follows:

     

    
      	
              1.

            	
              DEFINED TERMS.
      Capitalized terms not defined herein shall have the meaning
      ascribed in the Credit Agreement.

            


    

     

    
      	
              2.

            	
              MODIFICATION OF CREDIT
      AGREEMENT. The Credit Agreement is hereby amended as
      follows:

            


    

     

    
      	
               
      

            	
              2.1

            	
              From
      and after the Effective Date, Section 1.2 of the Credit Agreement
      captioned "Facility A (Line of Credit)" is hereby amended and restated to
      read as follows:

            


    

     

    
      	
            	
              1.2

            	
              Facility A (Line of Credit)
      The Bank has approved a credit facility to the Borrower in the
      principal sum not to exceed $1,500,000.00 in the aggregate at any one time
      outstanding ("Facility A"). Credit under Facility A shall be repayable as
      set forth in a Line of Credit Note dated July 9, 2004, and any renewals,
      modifications or extensions thereof. The proceeds of Facility A shall be
      used for the following purpose: the Borrower's working capital purposes
      and the Borrower's purchase the Info Access division of Eye Communication
      Systems.

            


    

     

    
      	
              2

            	
              RATIFICATION. The
      Borrower ratifies and reaffirms the Credit Agreement and the Credit
      Agreement shall remain in full force and effect as modified
      herein.

            


    

     

    
      	
              3

            	
              BORROWER REPRESENTATIONS AND
      WARRANTIES. The Borrower represents and warrants that (a) the
      representations and warranties contained in the Credit Agreement are true
      and correct in all material respects as of the date of this agreement, (b)
      no condition, act or event which could constitute an event of default
      under the Credit Agreement or any promissory note or credit facility
      executed in reference to the Credit Agreement exists, and (c) no
      condition, event, act or omission has occurred, which, with the giving of
      notice or passage of time, would constitute an event of default under the
      Credit Agreement or any promissory note or credit facility executed in
      reference to the Credit Agreement.

            


    

     

    
      	
              4

            	
              FEES AND EXPENSES. The
      Borrower agrees to pay all fees and out-of-pocket disbursements incurred
      by the Bank in connection with this agreement, both before and after
      judgment, including legal fees incurred by the Bank in the preparation,
      consummation, administration and enforcement of this
      agreement.

            


    

     

    
      	
              5

            	
              EXECUTION AND DELIVERY.
      This agreement shall become effective only after it is fully
      executed by the Borrower and the Bank, and the Bank shall have received
      from the Borrower the following documents: Note Modification
      Agreement.

            


    

     

    
      	
              6

            	
              ACKNOWLEDGEMENTS OF BORROWER.
      The Borrower acknowledges that as of the date of this agreement it
      has no offsets with respect to all amounts owed by the Borrower to the
      Bank arising under or related to the Credit Agreement on or prior to the
      date of this agreement. The Borrower fully, finally and forever releases
      and discharges the Bank and its successors, assigns, directors, officers,
      employees, agents and representatives from any and all claims, causes of
      action, debts and liabilities, of whatever kind or nature, in law or in
      equity, of the Borrower, whether now known or unknown to the Borrower,
      which may have arisen in connection with the Credit Agreement or the
      actions or omissions of the Bank related to the Credit Agreement on or
      prior to the date hereof. The Borrower acknowledges and agrees that this
      agreement is limited to the terms outlined above, and shall not be
      construed as an agreement to change any other terms or provisions of the
      Credit Agreement. This agreement shall not establish a course of dealing
      or be construed as evidence of any willingness on the Bank's part to grant
      other or future agreements, should any be
  requested.

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
              7

            	
              NOT A NOVATION. This agreement is a
      modification only and not a novation. Except for the above-quoted
      modification(s), the Credit Agreement, any loan agreements, credit
      agreements, reimbursement agreements, security agreements, mortgages,
      deeds of trust, pledge agreements, assignments, guaranties, instruments or
      documents executed in connection with the Credit Agreement,
      and all the terms and conditions thereof, shall be and remain in full
      force and effect with the changes herein deemed to be incorporated
      therein. This agreement is to be considered attached to the Credit
      Agreement and made a part thereof. This agreement shall not release or
      affect the liability of any guarantor of any promissory note or credit
      facility executed in reference to the Credit Agreement or release any
      owner of collateral granted as security for the Credit Agreement. The
      validity, priority and enforceability of the Credit Agreement shall not be
      impaired hereby. To the extent that any provision of this agreement
      conflicts with any term or condition set forth in the Credit Agreement, or
      any document executed in conjunction therewith, the provisions of this
      agreement shall supersede and control. The Bank expressly reserves all
      rights against all parties to the Credit
      Agreement.

            


    

     

     

    
      
        
          
            
              
                
                  	 	
                          Borrower:

                        
	 	 
      	 
      	 
      
	 	
                          ARI
      Network Services, Inc.

                        
	 	 
      	 
      	 
      
	 	
                          By:

                        	/s/
      Brian Dearing	 
      
	 	 	 	 
	 	 
      	
                          Brian Dearing

                        	
                          Chief Executive Officer

                        
	 	 
      	
                          Printed
      Name

                        	
                          Title

                        


                

              

            

          

        

      

    

    


    
      
        
          	 	
                  Date
      Signed:

                	 
      


        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                              Bank:

                            
	 	 
      
	 	
                              JPMorgan
      Chase Bank, N.A.

                            
	 	 
      	 
      	 
      
	 	
                              By:

                            	 
      	 
      
	 	 	 	 
	 	 
      	 
      	 
      
	 	 
      	
                              Printed
      Name

                            	
                              Title

                            


                    

                  

                

              

            

          

        

      

    

    


    
      
        
          	 	
                  Date
      Signed: