RE: Modification to Letter Agreement (Letter Agreement) dated July 2004 between Z-Axis Corporation (Borrower) and Colorado Business Bank (Bank) relating to a Promissory Note dated June 2, 2003 (Line Commitment)

Exhibit 10.1

August 28, 2006

Xx. Xxxx Xxxxxxxx
   And Xxxxxxxxx X. Xxxxx
Z-Axis Corporation
The Quadrant, 0000 XXX Xxxxxxx #000
Xxxxxxxxx Xxxxxxx, XX 00000

RE: Modification to Letter Agreement (Letter Agreement) dated July 2004 between Z-Axis Corporation (Borrower) and Colorado Business Bank (Bank) relating to a Promissory Note dated June 2, 2003 (Line Commitment)

Dear Xxxx and Xxxxxxxxx:

Please let this letter serve as evidence that, in consideration of $1,000, Colorado Business Bank waived all past covenant violations pertaining to the above referenced Line Commitment. These covenants have been amended in connection with the Line Commitment renewal done in August 2006, as referenced in a new Letter Agreement dated August 28, 2006.

Please acknowledge your agreement with the above referenced changes by signing below.

Sincerely,
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
Senior Vice President
Acknowledged:
Z-Axis Corporation
By		/s/ Xxxx Xxxxxxxx
		Xxxx Xxxxxxxx, CEO
By		/s/ Xxxxxxxxx X. Xxxxx
		Xxxxxxxxx X. Xxxxx, President

000 00xx Xxxxxx • Xxxxxx, Xxxxxxxx 00000

Tel: 000.000.0000 • Fax: 000.000.0000

xxx.xxxxxxxxx.xxx