|
AMENDMENT TO REVOLVING CREDIT LOAN
AGREEMENT
THIS AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT, is made this
31st day
of March, 2005, by and between 1mage Software, Inc. (the
"Borrower"), a Colorado
corporation, and DEMALE, LLC ("Lender"), a Colorado limited
liability company.
RECITALS
A. WHEREAS, pursuant to a Revolving Credit Loan Agreement dated
April 1, 2003
(the "Agreement"), Borrower agreed to borrow sums from time to
time up to an
aggregate amount of Three Hundred Thousand Dollars ($300,000)
from Lender in the
form of a revolving line of credit; and
B. WHEREAS, the loans under the Agreement are evidenced by a
Revolving
Credit Master Note dated April 1, 2003 (the "Note");
C. WHEREAS, the Lender has agreed to increase the amount of the
revolving
line of credit to Five Hundred Thousand Dollars ($500,000) and
to extend the
term of the Agreement and the Note until June 30, 2007; and
D. WHEREAS, the Lender has agreed to revise the conversion ratio
for the
outstanding balance of the Note;
NOW, THEREFORE, in consideration of the foregoing and the
mutual
covenants herein contained, the parties agree as follows:
1. Amendments to Section 1--Terms of Revolving Credit. Subject
to the
terms and conditions of this Agreement, Lender and Borrower
agree that Section 1
and Section 1.a. of the Agreement are amended to provide that
the Revolving
Credit will be in the maximum amount of Five Hundred Thousand
Dollars ($500,000)
and that the Repayment Date shall end on the earlier to occur of
June 30, 2007
or another date which is mutually agreed upon by the Lender and
the Borrower.
2. Amendment to Section 3--Promise to Pay and Conversion
Rights.
Section 3 of the Agreement is amended to provide that the date
of termination of
the Agreement and right to convert in such Section shall occur
on June 30, 2007
or another date which is mutually agreed upon by the Lender and
the Borrower,
and that the Lender may elect to convert all or any portion of
the unpaid
principal and interest owed under the Agreement and the Note
into shares of the
Company's common stock at a conversion price equal to the lesser
of (a) $0.14
per share or (b) 80% of the Fair Market Value on the date that
Lender's written
notice of such conversion is received by Borrower.
3. Revision to Section 8--Borrower's Covenants. Section 3.b.(1)
of the
Agreement is revised to acknowledge that the Borrower's primary
bank line of
credit, to which the Note is ex
| 
