Changes in Terms Agreement with Bank of Blue Valley dated as of March 3, 2009



 EXHIBIT 10.27 
 CHANGE IN TERMS AGREEMENT 
  

															
	 Principal
 $629,985,00
	  	 Loan Date
 03-03-2009
	  	Maturity
 03-03-2010
	  	Loan No
 9245710
	  	Call/Coll
111/212	  	Account	  	Officer
1325	  	Initials
 





	
	References in the boxes above 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:
	  	ICOP DIGITAL, INC	  	Lender:	  	Bank of Blue Valley
		  	16801 W 116TH STREET	  		  	Overland Park Branch
		  	LENEXA, KS 66219	  		  	11935 Riley
		  		  		  	Overland Park, KS 66213
		  		  		  	(913) 338-1000

  

													
	 Principal Amount:    $629,985.00
	  	Interest Rate:    8.000%	  	Date of Agreement:    March 3,2009

 DESCRIPTION OF EXISTING INDEBTEDNESS. PROMISSORY NOTE DATED MARCH 3, 2008 IN THE AMOUNT OF $780,000.00
TOGETHER WITH ANY AND ALL RENEWALS/MODIFICATIONS THEREOF (“NOTE”). 
 DESCRIPTION OF CHANGE IN TERMS. EXTEND THE MATURITY DATE FROM MARCH 3,
2009 TO MARCH 3, 2010; DECREASE CURRENT PRINCIPAL BALANCE FROM $779,985.00 TO $629,985.00; INTEREST RATE CHANGE FROM THE INDEX PLUS 0.500% ADJUSTING DAILY WITH A MINIMUM RATE OF 6.000% TO A FIXED RATE OF 8.000%; ASSIGNMENT OF DEPOSIT ACCOUNT
#7017650 IS ADDED AS ADDITIONAL COLLATERAL. 
 PROMISE TO PAY. ICOP DIGITAL, INC (“Borrower”) promises to pay to Bank of Blue Valley
(“Lender”), or order, in lawful money of the United States of America, the principal amount of Six Hundred Twenty-nine Thousand Nine Hundred Eighty-five & 00/100 Dollars ($629,985.00), together with interest at the rate of
8.000% per annum on the unpaid principal balance from March 3, 2009, 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 one principal payment of $629,985.00 plus interest on March 3, 2010. This payment due on March 3, 2010, will be for
all principal and all accrued interest not yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning April 3, 2009, with all subsequent interest payments to be due on
the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs.
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’s address 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. 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 in full” 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 Blue Valley, Overland Park Branch, 11935 Riley, Overland Park, KS 66213. 
 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. 
 INTEREST AFTER DEFAULT. Upon default, including failure
to pay upon final maturity, the interest rate on this loan shall be increased to 18.000% per annum. 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:  
 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. 
 Default in Favor of Third Parties. Borrower defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that
may materially affect any of Borrower’s property or ability to perform Borrower’s obligations under this Agreement or any of the Related Documents. 
 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. 
 Change In Ownership. Any
change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. 
 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. 










					
	Loan No: 9245710	  	 CHANGE IN TERMS AGREEMENT
 (Continued)
	  	Page 2

 Insecurity. Lender in good faith believes itself insecure. 
 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 who is not Lender’s salaried
employee to help collect this Agreement if Borrower does not pay. Borrower will be liable for all reasonable costs incurred in the collection of this Agreement, including but not limited to, court costs, attorneys’ fees and collection agency
fees, except that such costs of collection shall not include recovery of both attorneys’ fees and collection agency fees. 
 JURY WAIVER. Lender and
Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. 
 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 Kansas without regard to its conflicts of law provisions. This Agreement has
been accepted by Lender in the State of Kansas. 
 DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $20.00 if Borrower makes a payment on
Borrower’s loan and the check or preauthorized charge with which Borrower pays is later dishonored. 
 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, or any trust accounts for which setoff would be prohibited by law. 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, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraph. 
 COLLATERAL. Borrower acknowledges this Agreement is secured by MORTGAGE DATED MARCH 3, 2008 EXECUTED BY THE BORROWER ON REAL PROPERTY LOCATED AT THE NORTHEAST
CORNER OF COLLEGE AND RENNER, LENEXA, IN JOHNSON COUNTY, KS; ASSIGNMENT OF DEPOSIT ACCOUNT DATED MARCH 3, 2009. 
 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. 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 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. 

ESTOPPEL. As of the Data of this Change In Terms Agreement, the Borrower confirms that there has been no default on the part of the Lender and the Borrower
affirmatively states that it has no claim against the Lender. 
 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.

 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, protest
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 the
collateral; 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. 
  

			
	Borrower’s Initials	  	NO ORAL AGREEMENTS. This written agreement is the final expression of the agreement between Lender and Borrower and may not be contradicted by evidence of any prior oral agreement or of a
contemporaneous oral agreement between Lender and Borrower.
		
	

	  	NONSTANDARD TERMS. The following space contains all nonstandard terms, including all previous oral agreements, if any, between Lender and Borrower:
		
	Lender’s Initials	  	
	

	  	By initialing the boxes to the left. Lender and Borrower affirm that no unwritten oral agreement exists between them.









					
	Loan No: 9245710	  	 CHANGE IN TERMS AGREEMENT
 (Continued)
	  	Page 3

 PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, BORROWER
AGREES TO THE TERMS OF THE AGREEMENT. 
  

			
	BORROWER:
	ICOP DIGITAL, INC
		
	By:	 	/s/ David C. Owen
		 	DAVID C. OWEN, Chairman & CEO of ICOP DIGITAL, INC