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

January 3, 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 reducing the above referenced Line Commitment from $500,000 to $250,000 and a fee of $1,000.00, Colorado Business Bank has revised Z-Axis Corporation’s minimum net worth requirement from $1,000,000.00 to $700,000.00. This change was retroactive as of 9/30/05, with Z-Axis in full compliance with the terms and conditions of the above referenced Letter Agreement as of 12/31/05. All other terms and conditions of the Letter Agreement remain unchanged.

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

Sincerely,

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