Exhibit 10.11 to Form 8-K


    
      
        
          

            Exhibit
              10.11

            


            FIRST
              AMENDMENT TO

            CREDIT
              AGREEMENT

            


            This
              First Amendment to Credit ("Amendment"),
              executed on August 3, 2006
              to
              be effective as of April 26,2006, is by and among ACROSS AMERICA REAL
              ESTATE
              CORP., a Colorado corporation (formerly known as "Across America Real
              Estate
              Development Corp.") ("Company"),
              GDBA
              INVESTMENTS, LLLP, a Colorado limited liability limited partnership,
              G. BRENT
              BACKMAN, and KAREN A. BACKMAN (collectively "Guarantor")
              and
              VECTRA BANK COLORADO, NATIONAL ASSOCIATION ("Lender").
              

            


            RECITALS:

            


            


            A.
              Company and Lender entered into that certain Credit Agreement, dated
              April 25,
              2005 ("Original Credit Agreement") relating to a credit facility for
              individual
              development and construction loans to be made to the Company and its
              operating
              subsidiaries, which in the aggregate will not exceed $10,000,000.00
              ("Loans").


            


            B.
              The
              credit facility described in the Original Credit Agreement expired
              on April 25,
              2006. Company has requested that Lender extend the credit facility
              one year.
              NOW, THEREFORE, for good and valuable consideration, the receipt and
              sufficiency
              of which are hereby acknowledged, the parties hereto agree as
              follows:

            


            


            AGREEMENT:

            


            1.  Definitions
              Except
              as defined herein, the capitalized terms shall have the same meanings
              as set
              forth in the Original Credit Agreement. Any reference to "Agreement"
              shall mean
              the Original Credit Agreement as amended in this Amendment, and as
              may be
              amended or modified from time to time. All references in any documents
              to any
              Notes, Security Documents or any of the Loan Documents shall refer
              to the Loan,
              Notes, Security Documents and Loan Documents, as amended pursuant to
              this
              Amendment.

            


            2.  Representations
              and Warranties.
              Company
              hereby warrants and represents to the Lender that as of the date of
              this
              Amendment:

            


            
              	 	
                      (a)

                    	
                      There
                        has been no material adverse change in the financial condition
                        of Company
                        or any other person whose financial statement has been delivered
                        to Lender
                        in connection with the Loans from the most recent financial
                        statements
                        received by Lender.

                    


            

            


            
              	 	
                      (b)

                    	
                      Each
                        and all representations and warranties of Company in the
                        Loan Documents
                        are accurate on the date hereof.

                    


            

            


            -1-


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            
              	 	
                      (c)

                    	
                      Company
                        has no claims, counterclaims, defenses, or set-offs with
                        respect to the
                        Loans or the Loan Documents.

                    


            

            


            
              	 	
                      (d)

                    	
                      The
                        Loan Documents are the legal, valid, and binding obligations
                        of Company,
                        enforceable against Company in accordance with their
                        terms.

                    


            

            


            
              	 	
                      (e)

                    	
                      Company
                        is validly existing under the laws of the state of its formation
                        or
                        organization and has the requisite power and authority to
                        execute and
                        deliver this Amendment and to perform the Loan Documents
                        as modified
                        herein. The execution and delivery of this Amendment and
                        the performance
                        of the Loan Documents as modified herein have been duly authorized
                        by all
                        requisite action by or on behalf of
                        Company.

                    


            

            


            This
              Amendment has been duly executed and delivered on behalf of
              Company.

            


            3.  Credit
              Agreement.
              The
              following sections and subsections of the Credit Agreement shall be,
              and hereby
              are, amended as follows:

            


            
              	 	
                      (a)

                    	
                      Section
                        1. The definition of Debt Service Coverage Ratio shall hereby
                        be amended
                        and restated as follows:

                    


            

            


            "Debt
              Service Coverage Ratio" means,
              for any period, the ratio calculated by dividing the (i) proforma NO1
              of the
              Approved Lease before interest expense, capitalized interest, taxes,
              amortization and depreciation for such period by (ii) the amount equal
              to the
              principal and interest payments that would be due and payable during
              a one year
              period based upon the amount necessary to fully amortize a hypothetical
              loan in
              an amount equal to the Maximum Project Loan Amount, using an interest
              rate equal
              to 2.20% plus the three-month average Treasury rate (for treasuries
              having a ten
              (10) year maturity) as of the last day of the most recent calendar
              month in
              equal installments over an assumed amortization period of 25 years"

            


            
              	 	
                      (b)

                    	
                      Section
                        2.2 h. shall hereby be amended and restated as
                        follows:

                    


            

            


            "h.
              Debt
              Service Coverage Ratio. The Approved Lease must reflect a pro forma
              NOI, as
              determined by Lender, that is in compliance with the Debt Service Coverage
              Ratio. For a lease to be approved, the Debt Service Coverage Ratio
              must equal or
              exceed 1.25 to 1 ."

            


            
              	 	
                      (c)

                    	
                      Section
                        2.3 e. shall hereby be amended and restated as
                        follows:

                    


            

            


            "e.
              The
              rental rate of the Lease must reflect a proforma NO1 that will, upon
              completion,
              comply with the Debt Service Coverage Ratio. For a lease to be approved,
              the
              Debt Service Coverage Ratio must equal or exceed 1.25 to 1."

            


            
              	 	
                      (d)

                    	
                      Section
                        2.5 shall be amended and restated as
                        follows:

                    


            

            


            


            -2-


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            "2.5 Expiration
              of Facility. This facility shall expire on July 21, 2007, at which
              time Lender
              shall have no obligation to review or approve any additional Projects,
              but the
              Loan Documents shall remain in full force and effect until paid in
              full."

            


            
              	 	
                      (e)

                    	
                      The
                        following Section 13.19 is hereby added to the Credit Agreement:
                        

                    


            

            


            "1
              3.19
              Arbitration Disclosures.

            


            1.
              ARBITRATION IS FINAL AND BINDING ON THE PARTIES AND SUBJECT TO ONLY
              VERY LIMITED
              REVIEW BY A COURT.

            


            2.
              IN
              ARBITRATION THE PARTIES ARE WAIVING THEIR RIGHT TO LITIGATE IN COURT,
              INCLUDING
              THEIR RIGHT TO A JURY TRIAL.

            


            3.
              DISCOVERY IN ARBITRATION IS MORE LIMITED THAN DISCOVERY IN COURT.

            


            4.
              ARBITRATORS ARE NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING
              IN
              THEIR AWARDS. THE RIGHT TO APPEAL OR TO SEEK MODIFICATION OF ARBITRATORS'
              RULINGS IS VERY LIMITED.

            


            5.
              A
              PANEL OF ARBITRATORS MIGHT INCLUDE AN ARBITRATOR WHO IS OR WAS AFFILIATED
              WITH
              THE BANKING INDUSTRY.

            


            6.
              ARBITRATION WILL APPLY TO ALL DISPUTES BETWEEN THE PARTIES, NOT JUST
              THOSE
              CONCERNING THIS AGREEMENT.

            


            7.
              IF YOU
              HAVE QUESTIONS ABOUT ARBITRATION, CONSULT YOUR ATTORNEY OR THE AMERICAN
              ARBITRATION ASSOCIATION.

            


            Any
              claim
              or controversy ("Dispute") between or among the parties and their employees,
              agents, affiliates, and assigns, including, but not limited to, Disputes
              arising
              out of or relating to this agreement, this arbitration provision ("arbitration
              clause"), or any related agreements or instruments relating hereto
              or delivered
              in connection herewith ("Related Agreements"), and including, but not
              limited
              to, a Dispute based on or arising from an alleged tort, shall at the
              request of
              any party be resolved by binding arbitration in accordance with the
              applicable
              arbitration rules of the American Arbitration Association (the "Administrator").
              The provisions of this arbitration clause shall survive any termination,
              amendment, or expiration of this agreement or Related Agreements. The
              provisions
              of this arbitration clause shall supersede any prior arbitration agreement
              between or among the parties.

            


            -3-


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            The
              arbitration proceedings shall be conducted in a city mutually agreed
              by the
              parties. Absent such an agreement, arbitration will be conducted in
              Denver,
              Colorado or such other place as may be determined by the Administrator.
              The
              Administrator and the arbitrator(s) shall have the authority to the
              extent
              practicable to take any action to require the arbitration proceeding
              to be
              completed and the arbitrator(s)' award issued within 150 days of the
              filing of
              the Dispute with the Administrator. The arbitrator(s) shall have the
              authority
              to impose sanctions on any party that fails to comply with time periods
              imposed
              by the Administrator or the arbitrator(s), including the sanction of
              summarily
              dismissing any Dispute or defense with prejudice. The arbitrator(s)
              shall have
              the authority to resolve any Dispute regarding the terms of this agreement,
              this
              arbitration clause, or Related Agreements, including any claim or controversy
              regarding the arbitrability of any Dispute. All limitations periods
              applicable
              to any Dispute or defense, whether by statute or agreement, shall apply
              to any
              arbitration proceeding hereunder and the arbitrator(s) shall have the
              authority
              to decide whether any Dispute or defense is barred by a limitations
              period and,
              if so, to summarily enter an award dismissing any Dispute or defense
              on that
              basis. The doctrines of compulsory counterclaim, res judicata, and
              collateral
              estoppel shall apply to any arbitration proceeding hereunder so that
              a party
              must slate as a counterclaim in the arbitration proceeding any claim
              or
              controversy which arises out of the transaction or occurrence that
              is the
              subject matter of the Dispute. The arbitrator(s) may in the arbitrator(s)'
              discretion and at the request of any party: (1) consolidate in a single
              arbitration proceeding any other claim arising out of the same transaction
              involving another party to that transaction that is bound by an arbitration
              clause with Lender, such as borrowers, guarantors, sureties, and owners
              of
              collateral; and (2) consolidate or administer multiple arbitration
              claims or
              controversies as a class action in accordance with the provisions of
              Rule 23 of
              the Federal Rules of Civil Procedure. 

            


            The
              arbitrator(s) shall be selected in accordance with the rules of the
              Administrator from panels maintained by the Administrator. A single
              arbitrator
              shall have expertise in the subject matter of the Dispute. Where three
              arbitrators conduct an arbitration proceeding, the Dispute shall be
              decided by a
              majority vote of the three arbitrators, at least one of whom must have
              expertise
              in the subject matter of the Dispute and at least one of whom must
              be a
              practicing attorney. The arbitrator(s) shall award to the prevailing
              party
              recovery of all costs and fees (including attorneys' fees and costs,
              arbitration
              administration fees and costs, and arbitrator(s)' fees). The arbitrator(s),
              either during the pendency of the arbitration proceeding or as part
              of the
              arbitration award, also may grant provisional or ancillary remedies
              including
              but not limited to an award of injunctive relief, foreclosure, sequestration,
              attachment, replevin, garnishment, or the appointment of a
              receiver.

            


            -4-


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            Judgment
              upon an arbitration award may be entered in any court having jurisdiction,
              subject to the following limitation: the arbitration award is binding
              upon the
              parties only if the amount does not exceed Four Million Dollars ($4,000,000);
              if
              the award exceeds that limit, any party may demand the right to a court
              trial.
              Such a demand must be filed with the Administrator within 30 days following
              the
              date of the arbitration award; if such a demand is not made within
              that time
              period, the amount of the arbitration award shall be binding. The computation
              of
              the total amount of an arbitration award shall include amounts awarded
              for
              attorneys' fees and costs, arbitration administration fees and costs,
              and
              arbitrator(s)' fees. 

            


            No
              provision of this arbitration clause, nor the exercise of any rights
              hereunder,
              shall limit the right of any party to: (1) judicially or nonjudicially
              foreclose
              against any real or personal property collateral or other security;
              (2) exercise
              self-help remedies, including but not limited to repossession and setoff
              rights;
              or (3) obtain from a court having jurisdiction thereover any provisional
              or
              ancillary remedies including but not limited to injunctive relief,
              foreclosure,
              sequestration, attachment, replevin, garnishment, or the appointment
              of a
              receiver. Such rights can be exercised at any time, before or after
              initiation
              of an arbitration proceeding, except to the extent such action is contrary
              to
              the arbitration award. The exercise of such rights shall not constitute
              a waiver
              of the right to submit any Dispute to arbitration, and any claim or
              controversy
              related to the exercise of such rights shall be a Dispute to be resolved
              under
              the provisions of this arbitration clause. Any party may initiate arbitration
              with the Administrator. If any party desires to arbitrate a Dispute
              asserted
              against such party in a complaint, counterclaim, crossclaim, or third-party
              complaint thereto, or in an answer or other reply to any such pleading,
              such
              party must make an appropriate motion to the trial court seeking to
              compel
              arbitration, which motion must be filed with the court within 45 days
              of service
              of the pleading, or amendment thereto, setting forth such Dispute.
              If
              arbitration is compelled after commencement of litigation of a Dispute,
              the
              party obtaining an order compelling arbitration shall commence arbitration
              and
              pay the Administrator's filing fees and costs within 45 days of entry
              of such
              order. Failure to do so shall constitute an agreement to proceed with
              litigation
              and waiver of the right to arbitrate. In any arbitration commenced
              by a consumer
              regarding a consumer Dispute, Vectra Bank Colorado, National Association
              shall
              pay one half of the Administrator's filing fee, up to $250. 

            


            Notwithstanding
              the applicability of any other law to this agreement, the arbitration
              clause, or
              Related Agreements between or among the parties, the Federal Arbitration
              Act, 9
              U.S.C. 5
              1
              m.,
              shall apply to the construction and interpretation of this arbitration
              clause.
              If any provision of this arbitration clause should be determined to
              be
              unenforceable, all 

            


            -5-


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            other
              provisions of this arbitration clause shall remain in full force and
              effect."

            


            4.  Conditions
              Precedent.
              The
              obligations of the Lender under this Amendment and under the foregoing
              amendments to the Original Credit Agreement, the Notes and other Loan
              Documents
              are subject to the satisfaction of the following conditions precedent
              (all of
              which shall he satisfactory to the Lender in form and substance in
              the Lender's
              sole and absolute discretion):

            


            
              	 	
                      (a)

                    	
                      Company
                        shall have executed and delivered this
                        Amendment;

                    


            

            


            
              	 	
                      (b)

                    	
                      Company
                        shall have paid all accrued and unpaid interest due on the
                        Notes;

                    


            

            


            
              	 	
                      (c)

                    	
                      The
                        Guarantors shall have executed and delivered to the Lender
                        a Consent of
                        Guarantors consenting to the amendments contemplated by this
                        Amendment,
                        substantially in the form of Exhibit A
                        hereto;

                    


            

            


            
              	 	
                      (d)

                    	
                      Company
                        and each Guarantor shall have provided current financial
                        statements to the
                        Lender;

                    


            

            


            
              	 	
                      (e)

                    	
                      Company
                        and each Guarantor that as other than a natural person shall
                        have
                        delivered borrowing resolutions in a form acceptable to Lender
                        authorizing
                        the execution of the documents set forth
                        herein;

                    


            

            


            
              	 	
                      (f)

                    	
                      Company
                        shall have paid the Lender an additional loan fee in the
                        amount of
                        $-0.;
                        and

                    


            

            


            
              	 	
                      (g)

                    	
                      Company
                        shall have paid all of the expenses incurred in connection
                        with the
                        transactions contemplated by this Amendment, including, without
                        limitation, all the fees and disbursements of the Lender's
                        attorneys and
                        their staff, the cost of obtaining the endorsement to the
                        mortgagee's
                        title insurance policy and all recording and filing fees,
                        charges and
                        expenses.

                    


            

            


            If
              Company fails to comply with all of the conditions set forth above,
              all of the
              Lender's obligations under this Amendment shall be null and void and
              of no force
              and effect whatsoever.

            


            5.  Status
              of Obligations: Release of Claims

            


            
              	 	
                      (a)

                    	
                      Except
                        as specified in this Amendment, the provisions of the Original
                        Credit
                        Agreement, the Notes and Security Documents shall remain
                        in full force and
                        effect, and if there is a conflict between the terns of the
                        Original
                        Credit Agreement, this Amendment and the Notes or the Loan
                        Documents, the
                        terms of this Amendment shall
                        control.

                    


            

            


            -6-


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            


            
              	 	
                      (b)

                    	
                      Company
                        does hereby ratify, confirm and acknowledge that the Loan
                        Documents are
                        valid and binding obligations of the Company, enforceable
                        against the same
                        in accordance with their terms. 

                    


            

            


            
              	 	
                      (c)

                    	
                      Company,
                        for itself, its heirs, administrators, executors, personal
                        representatives, successors and assigns, and all persons
                        claiming by,
                        through or under the Company, does hereby fully and forever
                        release and
                        discharge the Lender, its affiliates, all its past and present
                        employees,
                        officers, directors and agents and its successors and assigns
                        from any and
                        all claims, demands, obligations, actions, liabilities, losses,
                        costs,
                        expenses and damages of every kind and nature whatsoever,
                        including,
                        without limitation, attorney's fees, in law or in equity,
                        whether known or
                        unknown, that Company or any other person acting by, through
                        or under
                        Company may now have, or claim at any future time to have,
                        based in whole
                        or in part upon any act or omission to the date hereof, without
                        regard to
                        present, actual knowledge of acts or omissions, arising from
                        or based upon
                        or in any way related to the Loans or the making or administration
                        of the
                        Loans. 

                    


            

            


            6.  Additional
              Documents.
              Company
              shall execute and deliver to the Lender at any time and from time to
              time such
              additional amendments to the Original Credit Agreement, the Notes and
              the
              Security Documents as the Lender may request to confirm and carry out
              the
              transactions contemplated hereby or to confirm, correct and clarify
              the security
              for the Loan.

            


            7.
               Miscellaneous.

            


            
              	 	
                      (a)

                    	
                      This
                        Amendment shall be governed by and construed under the laws
                        of the State
                        of Colorado and shall be binding upon and inure to the benefit
                        of the
                        parties hereto and their heirs, administrators, executors,
                        personal
                        representatives, successors and
                        assigns.

                    


            

            


            
              	 	
                      (b)

                    	
                      This
                        Amendment may be executed in two or more counterparts, each
                        of which shall
                        be deemed an original and all of which together shall constitute
                        one
                        instrument.

                    


            

            


            
              	 	
                      (c)

                    	
                      This
                        Amendment and all documents to be executed and delivered
                        hereunder may be
                        delivered in the form of a facsimile copy, subsequently confirmed
                        by
                        delivery of the originally executed
                        document.

                    


            

            


            
              	 	
                      (d)

                    	
                      Time
                        is of the essence hereof with respect to the dates, terms
                        and conditions
                        of this Amendment and the documents to be delivered pursuant
                        hereto.

                    


            

            


            
              	 	
                      (e)

                    	
                      This
                        Amendment constitutes the entire agreement between Company
                        and the Lender
                        concerning the subject matter of this Amendment. This Amendment
                        may not be
                        amended or modified orally, but only by a written agreement
                        executed by
                        Company and the Lender and designated as an amendment or
                        modification of
                        this Amendment.

                    


            

            


            -7-

            
              	 	
                       

                    	 


            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            If
              any
              provision of this Amendment shall be held invalid, illegal or unenforceable,
              the
              validity, legality and enforceability of the remaining provisions of
              this
              Amendment shall not be impaired thereby.

            


            IN
              WITNESS WHEREOF, the
              parties hereto have executed this Amendment as of the day and year
              first above
              written.

            


            


            
              	 	 	
                      "Lender"

                    
	 	 	
                      VECTRA
                        BANK COLORADO, NATIONAL ASSOCIATION

                    
	 	
                      By:

                    	
                      /s/___________________________________

                    
	 	 	
                      Vice
                        President

                    
	 	 	 
	 	 	 
	 	 	
                      "Company"

                    
	 	 	
                      ACROSS
                        AMERICA REAL ESTATE CORP., 

                      A
                        Colorado corporation

                    
	 	
                      By:

                    	
                      /s/___________________________________

                    
	 	 	
                      President

                    
	 	 	 
	 	 	 
	 	 	
                      "Guarantor"

                    
	 	 	
                      GDBA
                        INVESTMENTS, LLLP, 

                      a
                        Colorado limited liability limited partnership

                    
	 	
                      By:

                    	
                      /s/___________________________________

                    
	 	 	
                      G.
                        Brent Backman, general partner

                    
	 	 	
                      G.
                        Brent Backman, individually

                    
	 	 	
                      Karen
                        A. Backman, individually

                    
	 	 	 


            

            


            


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            EXHIBIT
              A

            


            CONSENT
              OF GUARANTOR

            


            In
              consideration of the transactions consented to hereby, and for other
              good and
              valuable consideration, the receipt and sufficiency of which are hereby
              acknowledged, the undersigned ("Guarantor") as the guarantor under
              the
              Unconditional Continuing Guaranty of Payment, dated April 25,
              2005, given
              by
              the undersigned to Vectra Bank Colorado, National Association (the
              "Lender") to
              guarantee certain obligations of Across America Real Estate Corp. (formerly
              known as "Across America Real Estate Development Corp.") ("Company"),
              a Colorado
              corporation, to the Lender, hereby:

            


            
              	 	
                      (a)

                    	
                      consents
                        to the extension of the credit facility and other transactions
                        set forth
                        in and contemplated by the First Amendment to Credit Agreement,
                        dated as
                        of April 26,2006,
                        between
                        the Lender and Company;

                    


            

            


            
              	 	
                      (b)

                    	
                      consents
                        to any and all prior extensions, amendments and renewals
                        of the Loans and
                        the documents governing, evidencing and securing the
                        Loans.

                    


            

            


            
              	 	
                      (c)

                    	
                      agrees
                        that the Guaranty and all obligations of the Guarantor thereunder
                        remain
                        in full force and effect, notwithstanding the modifications
                        described in
                        the First Amendment to Credit Agreement; and (d) forever
                        and
                        unconditionally releases and discharges, for himself, his
                        heirs,
                        administrators, executors, personal representatives, successors
                        and
                        assigns, and all persons claiming by, through or under him,
                        the Lender,
                        its affiliates, all its past and present employees, officers,
                        directors,
                        agents and its successors and assigns from any and all claims,
                        demands,
                        obligations, actions, liabilities, losses, costs, expenses
                        and damages of
                        every kind and nature whatsoever, including, without limitation,
                        attorneys' fees, in law or in equity, whether known or unknown,
                        that the
                        undersigned or any other person acting by, through or under
                        him may now
                        have, or claim at any future time to have, based in whole
                        or in part upon
                        any act or omission to the date herein, without regard to
                        present, actual
                        knowledge of acts or omissions, arising from or based upon
                        or in any way
                        related to the Loans or the making or administration of the
                        Loans.

                    


            

            


            


            Dated
              as
              of April 26,2006.

            


                        GUARANTOR:

            


                        GDBA
              INVESTMENTS,
              LLLP, 

                        a
              Colorado limited
              liability limited partnership

            


                        By:  
              /s/
              _______________________

                        
              G. Brent Backman, general partner

            


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                      STATE
                        OF ______________________

                    	
                      )

                    	 
	 	
                      )

                    	
                        
                        ss

                    
	
                      COUNTY
                        OF_____________________

                    	
                      )

                    	 


            

             

             

            The
              foregoing instrument was acknowledged before me this day of ____,
              2006,
              by
              G. Brent Backman as general partner of and on behalf of GDBA Investments,
              LLLP,
              a Colorado limited liability limited partnership.

            


            Witness
              my hand and official seal

            


            My
              commission expires: ___________________

            


            


            __________________________________

            Notary
              Public

            


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            CONSENT
              OF GUARANTOR

            


            In
              consideration of the transactions consented to hereby, and for other
              good and
              valuable consideration, the receipt and sufficiency of which are hereby
              acknowledged, the undersigned (collectively "Guarantor") as the guarantor
              under
              the Unconditional Continuing Guaranty of Payment, dated April 25,
              2005, given
              by
              the undersigned to Vectra Bank Colorado, National Association (the
              "Lender") to
              guarantee certain obligations of Across America Real Estate Corp. (formerly
              known as "Across America Real Estate Development Corp.") ("Company"),
              a Colorado
              corporation, to the Lender, hereby:

            


            
              	 	
                      (a)

                    	
                      consents
                        to the extension of the credit facility and other transactions
                        set forth
                        in and contemplated by the First Amendment to Credit Agreement,
                        dated as
                        of April 26,2006,
                        between
                        the Lender and Company; 

                    


            

            


            
              	 	
                      (b)

                    	
                      consents
                        to any and all prior extensions, amendments and renewals
                        of the Loans and
                        the documents governing, evidencing and securing the Loans.
                        

                    


            

            


            
              	 	
                      (c)

                    	
                      agrees
                        that the Guaranty and all obligations of the Guarantor thereunder
                        remain
                        in full force and effect, notwithstanding the modifications
                        described in
                        the First Amendment to Credit Agreement; and


                    


            

            


            
              	 	
                      (d)

                    	
                      forever
                        and unconditionally releases and discharges, for himself,
                        his heirs,
                        administrators, executors, personal representatives, successors
                        and
                        assigns, and all persons claiming by, through or under him,
                        the Lender,
                        its affiliates, all its past and present employees, officers,
                        directors,
                        agents and its successors and assigns from any and all claims,
                        demands,
                        obligations, actions, liabilities, losses, costs, expenses
                        and damages of
                        every kind and nature whatsoever, including, without limitation,
                        attorneys' fees, in law or in equity, whether known or unknown,
                        that the
                        undersigned or any other person acting by, through or under
                        him may now
                        have, or claim at any future time to have, based in whole
                        or in part upon
                        any act or omission to the date herein, without regard to
                        present, actual
                        knowledge of acts or omissions, arising from or based upon
                        or in any way
                        related to the Loans or the making or administration of the
                        Loans.

                    


            

            


            Dated
              as
              of April 26, 2006

            


            


            GUARANTOR:

            


            /s/___________________________________

            G.
              Brent
              Backman, individually

            


            


            /s/___________________________________

            


            Karen
              A.
              Backman, individually

            


            -11-


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            


            


            
              


              
                	
                        STATE
                          OF ______________________

                      	
                        )

                      	 
	 	
                        )

                      	
                          
                          ss

                      
	
                        COUNTY
                          OF_____________________

                      	
                        )

                      	 


              

              
 

            

            The
              foregoing instrument was acknowledged before me this day of ___, 2006,
              by G.
              Brent Backman, individually.

            


            Witness
              my hand and official seal.

            


            


            My
              commission expires: __________________

            


            ___________________________

            Notary
              Public

            
               

               

              
 

              
                	
                        STATE
                          OF ______________________

                      	
                        )

                      	 
	 	
                        )

                      	
                          
                          ss

                      
	
                        COUNTY
                          OF_____________________

                      	
                        )

                      	 


              

              


            

            


            The
              foregoing instrument was acknowledged before me this day of ___, 2006,
              by Karen
              A. Backman, individually. 

            


            Witness
              my hand and official seal

            


            


            My
              commission expires: _________

            


            


            ______________________________

            Notary
              Public

            


            -12-