xedar8kex101_1032007.htm


     

    
      

      

    

     

    
Exhibit
      10.1

    
 

    A
      KeyCorp Bank

    


    


    KEYBANK
      NATIONAL
      ASSOCIATION

    STANDBY
      LETTER OF
      CREDIT SERVICES

    MAIL
      CODE:
      OH-01-51-0435

    4910
      TIEDEMAN
      ROAD

    CLEVELAND,
      OHIO
      44144-2338

    TEL
      NO:
      216-813-3698, -3701, -3703

    FAX
      NO:
      216-813-3719

    


     

    
      
        	
                        Irrevocable
                  Standby Letter of Credit No. S312906

              	 	
                Date:
                  September 27, 2007

              
	 	 	 
	
                        Beneficiary:

              	 	
                Applicant:

              
	
                        The
                  Biltmore
                  Bank of Arizona

              	 	
                 Xedar
                  Corporation

              
	
                        5055
                  N. 32'*
                  Street

              	 	
                8310
                  S.
                  Valley Highway, Ste. 220

              
	
                        Phoenix,
                  AZ
                  85018

              	 	
                 Englewood,
                  CO 801 12

              
	 	 	 
	 	 	
                Amount:
                  USD
                  157,000.00

              
	 	 	 
	 	 	
                Expiry:
                  September 28, 2008

              


      

    

    


    We
      hereby establish our lrrevocable Standby Letter of Credit No. S312906 in your
      favor for account of Xedar Corporation for a sum or sums not exceeding a total
      of One Hundred Fifty Seven Thousand and 001100 United States Dollars
      ($157,000.00) available by your draft($) at sight drawn on KeyBank National
      Association, Cleveland, Ohio accompanied by the following
      document(s):

    


    
      	
               

            	
              1.

            	
              Beneficiary's
                statement signed by an authorized individual certifying that Landiscor,
                Inc., Pixxures, Inc. and LandPixx, LLC is in default of their obligations
                to beneficiary under the terms of Loan
                #4240002.

            


    

    


    
      	
               

            	
              2.

            	
              This
                original
                letter of credit and all amendments, if
                any.

            


    

    


    All
      drafts drawn
      under this Letter of Credit must bear on their face, the clause: "Drawn under
      KeyBank National Association Irrevocable Standby Letter of Credit No.
      S312906."

    


    Partial
      drawings
      are permitted.

    


    It
      is a condition of this Letter of Credit that the validity shall
      automatically be extended, without amendment, for additional periods of one
      year
      from the present and each future expiration date, but in no event past the
      ultimate expiration date of August 13, 2012, unless we notify you in writing,
      by
      registered mail/return receipt requested, or courier at least 30 days prior
      to
      the then current expiry date that we elect not to extend this credit for such
      additional period of time. Upon receipt of such notice, you may draw hereunder
      up to the full amount then available by presentation of your sight draft drawn
      on us accompanied by the original letter of credit and all amendments
      thereto.

    


    This
      Letter of
      Credit is subject to the International Standby Practices 1998, ICC Publication
      No. 590.

    


     

    We
      hereby engage with you that drafts drawn under and in compliance with the terms
      of this Letter of Credit will be duly honored on due presentation and delivery
      of documents as specified to KeyBank National Association, Standby Letter of
      Credit Services, Mail Code: 01-1-01-51-0435, 4910 Tiedeman Rd., Cleveland,
      Ohio
      44144-2338 on or before September 28, 2008, or any automatically extended
      expiration date, but in no event past the ultimate expiration date of August
      13,
      2012.

    


    


    KeyBank
      National
      Association

    


    /s/
      ___________________                                                                                    /s/______________________

    Authorized
      Signature