Unassociated Document


    Exhibit
      10.1

    


    LOAN
      AND SECURITY AMENDMENT

     

    THIS
      LOAN
      AND SECURITY AMENDMENT (the "Amendment")
      has
      been executed, as of this 2nd day of April, 2007 ("Closing
      Date"),
      by
      and between RBL Capital Group, LLC ("RBL"), and Acies Inc., a wholly owned
      subsidiary of Acies Corporation. ("Borrower").

     

    Recitals

    


    Borrower
      has applied to RBL for a Term Loan; as such term is defined in the Agreement,
      in
      the maximum principal sum of $2,000,000.00.

     

    Whereas
      Borrower has previously borrowed $350,000.00 under the original Loan and
      Security Agreement dated October 31, 2006.

     

    Whereas
      Borrower had requested and received an additional Loan of $30,000.00 that is
      governed and controlled by the original Loan and Security Agreement dated
      October 31, 2006 and further documented under a separate Term Loan Note dated
      January 5, 2007.

     

    Whereas
      Borrower has requested and received an additional Loan of $80,000.00 that is
      governed and controlled by the original Loan and Security Agreement dated
      October 31, 2006 and further documented under a separate Term Loan Note dated
      March 2, 2007.

     

    Whereas
      Borrower has requested and received an additional Loan of $300,000.00 that
      is
      governed and controlled by the original Loan and Security Agreement dated
      October 31, 2006 and further documented under a separate Term Loan Note dated
      April 2, 2007.

     

    Whereas
      Borrower agrees to net out any fees due to RBL at time of funding. 

     

    Whereas
      Borrower further acknowledges that the original Term Loan Note and original
      Loan
      and Security Agreement both dated October 31, 2006 are still in full force
      and
      effect. 

     

    Subject
      to and in accordance with the terms and conditions of this Amendment, the
      payment schedule attached hereto, the original Loan and Security Agreement
      dated
      October 31, 2006, and the new Term Loan Note dated April 2, 2007, RBL is willing
      to make this additional loan to Borrower.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, Borrower and RBL have caused this Amendment to be duly executed
      by their duly authorized officer, all as of the day and year first above
      written.

     

    
      
        
          	 	 	 
	 	
                  Acies
                    Inc., a wholly owned subsidiary of Acies Corporation

                
	 
 	 
 	 
 
	 	By:  	 
	 	Printed: 	
                  
 
	 	Its: 	
                  
 
	 	 	
                  
                    

                  

                   

                  ("Borrower")

                


           

          
            
              
                	 	 	 
	 	
                        RBL
                          Capital Group, LLC

                      
	 
 	 
 	 
 
	 	By:  	 
	 	Printed: 	
                        
 
	 	Its: 	
                        
 
	 	 	
                        
                          

                        

                         

                        
                          ("RBL")