exv10w1



 





Exhibit 10.1




CHANGE
IN TERMS AGREEMENT





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal
	 	Loan Date	 	Maturity	 	Loan No.	 	Call / Coll	 	Account	 	Officer	 	Initials
	$130,000.00
	 	 	04-02-2007	 	 	 	08-02-2007	 	 	 	479195	 	 	 	 	 	 	 	 	 	 	 	025	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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:

	 	Z-AXIS CORPORATION
	 	Lender:
	 	COLORADO BUSINESS BANK
	 

	 	THE QUADRANT — 5445 DTC PARKWAY STE. 450
	 	 	 	DENVER
	 

	 	GREENWOOD VILLAGE, CO 80111
	 	 	 	821 17TH STREET
	 

	 	 	 	 	 	DENVER, CO 80202





 




					
	Principal Amount: $130,000.00
	 	Initial Rate: 9.750%
	 	Date of Agreement:
April 2, 2007






DESCRIPTION
OF EXISTING INDEBTEDNESS. AN ORIGINAL PROMISSORY NOTE DATED JUNE 2, 2003 IN THE
PRINCIPAL AMOUNT OF $500,000.00, WITH AN ORIGINAL MATURITY DATE OF JULY 2, 2004 AND INCLUDING ANY
AND ALL SUBSEQUENT EXTENSIONS AND MODIFICATIONS THEREFROM.



DESCRIPTION
OF CHANGE IN TERMS. EXTENSION OF MATURITY DATE FROM
APRIL 2, 2007 TO AUGUST 2, 2007.
IN ADDITION, THE PRINCIPAL AMOUNT IS HEREBY DECREASED FROM
$185,000.00 TO $130,000.00; FURTHERMORE THE LINE OF CREDIT WILL BE
CAPPED AT $115,000.00 AS OF MAY 2, 2007; $100,000.00 AS OF
JUNE 2, 2007 AND $80,000.00 AS OF JULY 2, 2007. ALL OTHER TERMS AND CONDITIONS WILL REMAIN THE SAME.



PROMISE
TO PAY. Z-AXIS CORPORATION (“Borrower”) promises to pay to COLORADO BUSINESS BANK
(“Lender”), or order, in lawful money of the United States
of America, the principal amount of One
Hundred Thirty Thousand & 00/100 Dollars ($130,000.00) or so much as may be outstanding, together
with interest on the unpaid outstanding principal balance of each advance. Interest shall be
calculated from the date of each advance until repayment of each
advance.



PAYMENT.
Subject to any payment changes resulting from changes in the Index,
Borrower will pay this loan in 3 principal payments of
$15,000.00 each and one final principal and interest payment of
$85,713.65. Borrower’s first principal payment is due
May 2, 2007, and all subsequent principal payments are due on
the same day of each month after that. In addition, Borrower will pay
regular monthly payments of all accrued unpaid interest due as of
each payment date, beginning May 2, 2007, with all subsequent
interest payments to be due on the same day of each month after that.
Borrower’s final payment due August 2, 2007, will be for
all principal and all accrued interest not yet paid. 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.



VARIABLE
INTEREST RATE. The interest rate on this loan is subject to change from time to time based
on changes in an index which is the COLORADO BUSINESS BANK PRIME RATE (the “Index”). Lender will
tell Borrower the current Index rate upon Borrower’s request. The interest rate change will not
occur more often than each DAY. Borrower understands that Lender may make loans based on other
rates as well. The index currently is 8.250% per annum. The interest rate to be applied to the
unpaid principal balance during this loan will be at a rate of 1.500 percentage points over the
Index, resulting in an initial rate of 9.750% per annum. NOTICE: Under no circumstances will the
interest rate on this loan be more than the maximum rate allowed by applicable law.



PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully
as of the date of the loan and will not be subject to refund upon early payment (whether voluntary
or as a result of default), except as otherwise required by law. Except for the foregoing, 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 of accrued unpaid interest. 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: COLORADO BUSINESS BANK, ATTN: LOAN OPERATIONS,
P.O. BOX 8779 DENVER, CO 80201.



LATE CHARGE. If a payment is 11 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 by adding a 5.000 percentage point margin (“Default Rate
Margin”). The Default Rate Margin shall also apply to each succeeding interest rate change that
would have applied had there been no default. 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.




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.




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 to help collect this Agreement if
Borrower does not pay. Borrower will pay Lender the reasonable costs of such collection. 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 without limitation attorneys’ fees and legal 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.



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.



 









 





					
	 
	 	CHANGE IN TERMS AGREEMENT	 	 
	Loan No: 479195
	 	(Continued)
	 	Page 2





 




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 Colorado without regard to its
conflicts of law provisions. This Agreement has been accepted by
Lender in the State of Colorado.



DISHONORED
ITEM FEE. Borrower will pay a fee to Lender of $32.00 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 debt against any and all such accounts.



LINE OF
CREDIT. This Agreement evidences a revolving line of credit. Advances under this Agreement,
as well as directions for payment from Borrower’s accounts, may be requested orally or in writing
by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be
confirmed in writing. Borrower agrees to be liable for all sums either: (A) advanced in accordance
with the instructions of an authorized person or (B) credited to any of Borrower’s accounts with
Lender. The unpaid principal balance owing on this Agreement at any time may be evidenced by
endorsements on this Agreement or by Lender’s internal records, including daily computer
print-outs. Lender will have no obligation to advance funds under this Agreement if: (A) Borrower
or any guarantor is in default under the terms of this Agreement or any agreement that Borrower or
any guarantor has with Lender, including any agreement made in connection with the signing of this
Agreement; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor
seeks, claims or otherwise attempts to limit, modify or revoke such guarantor’s guarantee of this
Agreement or any other loan with Lender; (D) Borrower has applied funds provided pursuant to this
Agreement for purposes other than those authorized by Lender; or (E) Lender in good faith believes
itself insecure.



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.



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: COLORADO BUSINESS BANK ATTN: LOAN OPERATIONS 821 17TH STREET DENVER, CO 80202.



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 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.



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




	 	 	 	 	 	 	 
	BORROWER:	 	 	 	 
	 

	 	 	 	 	 	 
	Z-AXIS CORPORATION	 	 	 	 
	 

	 	 	 	 	 	 
	By:

	 	/s/ Alan Treibitz
	 	By:
	 	/s/ Stephanie S. Kelso
	 

	 	 
	 	 	 	 
	 

	 	ALAN TREIBITZ, CEO/CFO of
Z-AXIS
	 	 	 	STEPHANIE S. KELSO, President of
Z-AXIS
	 

	 	CORPORATION
	 	 	 	CORPORATION





 


LASER PRO Landing, ver. 5.33.00.004 Copr. Harland Financial Solutions, Inc. 1997, 2006.
All Rights Reserved. -CO L:\CFI\LPL\D20C.FC TR-22546 PR-14












 




DISBURSEMENT REQUEST AND AUTHORIZATION




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal
	 	Loan Date	 	Maturity	 	Loan No.	 	Call / Coll	 	Account	 	Officer	 	Initials
	$130,000.00
	 	 	04-02-2007	 	 	 	08-02-2007	 	 	 	479195	 	 	 	 	 	 	 	 	 	 	 	025	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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:

	 	Z-AXIS CORPORATION
	 	Lender:
	 	COLORADO BUSINESS BANK
	 

	 	THE QUADRANT — 5445 DTC PARKWAY STE. 450
	 	 	 	DENVER
	 

	 	GREENWOOD VILLAGE, CO 80111
	 	 	 	821 17TH STREET
	 

	 	 	 	 	 	DENVER, CO 80202





 




LOAN TYPE.
This is a Variable Rate Nondisclosable Revolving Line of Credit Loan to a Corporation
for $185,000.00 due on April 2, 2007. The reference rate (COLORADO BUSINESS BANK PRIME RATE,
currently 8.250%) is added to the margin of 1.500%, resulting in an initial rate of 9.750.



PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:




	 	o	 	Personal, Family, or Household Purposes or Personal Investment.
	 
	 	þ	 	Business (Including Real Estate Investment).





SPECIFIC PURPOSE. The specific purpose of this loan is: CHANGE IN TERMS.



DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be disbursed until all
of Lender’s conditions for making the loan have been satisfied. Please disburse the loan proceeds
of $185,000.00 as follows:




	 	 	 	 	 
	Other Disbursements:
	 	$	130,000.00	 
	$130,000.00 EXTEND #479195
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Note Principal:
	 	$	130,000.00	 






CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges:



	 	 	 	 	 
	Prepaid Finance Charges Paid in Cash:
	 	$	1,000.00	 
	$1,000.00 LOAN FEE
	 	 	 	 
	 
	 	 	 	 
	Other Charges Paid in Cash:
	 	$	16,228.59	 
	$15,000.00
PRINCIPAL PAYDOWN AS 4/2/07
	 	 	 	 
	$1,228.59
INTEREST DUE 4/2/07
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Total Charges Paid In Cash:
	 	$	17,228.59	 






AUTHORIZATION. BORROWER AUTHORIZES LENDER TO DISBURSE THE LOAN PROCEEDS BY WIRE TRANSFER WHERE APPROPRIATE AND THIS AUTHORIZATION SHALL CONSTITUTE A PAYMENT ORDER FOR SUCH TRANSFERS.



FINANCIAL
CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT
THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE
CHANGE IN BORROWER’S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S MOST RECENT FINANCIAL STATEMENT
TO LENDER. THIS AUTHORIZATION IS DATED DECEMBER 2, 2007.



	 	 	 	 	 	 	 
	BORROWER:	 	 	 	 
	 
	 	 	 	 	 	 
	Z-AXIS CORPORATION	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Alan Treibitz 
	 	By:
	 	/s/ Stephanie S. Kelso 
	 

	 	 
	 	 	 	 
	 

	 	ALAN TREIBITZ, CEO/CFO of Z-AXIS
	 	 	 	STEPHANIE S. KELSO, President of Z-AXIS
	 

	 	CORPORATION
	 	 	 	CORPORATION





 


LASER PRO Landing, ver. 5.33.00.004 Copr. Harland Financial Solutions, Inc. 1997, 2006.
All Rights Reserved. -CO L:\CFI\LPL\D20C.FC TR-22546 PR-14