AMENDMENT TO SENIOR SUBORDINATED NOTE

Exhibit 10.19

AMENDMENT TO SENIOR SUBORDINATED NOTE

THIS AMENDMENT (the “Amendment”), dated as of this 10^th day of August, 2007 by and between ACROSS AMERICA REAL ESTATE CORP., a Colorado corporation, having an office at 000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 (“Maker”) and BOCO INVESTMENTS, LLC, a Colorado limited liability company, having an office at 000 Xxxx Xxxxxxxx Xxx., Xxxx Xxxxxxx, Xxxxxxxx 00000 (“Holder”).

WITNESSETH:

WHEREAS, Maker has executed and delivered to Holder a Senior Subordinated Note dated September 28, 2006 (the “Note”) to evidence Maker’s indebtedness to Holder in the principal amount of Three Million Five Hundred Thousand Dollars ($3,500,000.00); and

WHEREAS, Maker and Holder amended such Senior Subordinated Note (“Amendment No. 1”) on March 30, 2007 to further subordinate the Note to a credit facility to be extended to Maker by United Western Bank and otherwise modify certain terms and provisions of the Note; and

WHEREAS, the Note and Amendment No. 1, which incorporates all provisions of the Note, contain a negative covenant which listed an “Event of Default” under the Note as a net loss under GAAP of greater than $1,000,000 in any calendar quarter.

NOW, THEREFORE, in consideration of the premises set forth herein above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereto do hereby mutually and expressly understand and agree as follows:

1. Waiver. The parties hereto agree to waive the provisions of Section 3(i) of the Note of as they relate to the Maker’s recognition of impairment charges in its financial statements under Generally Accepted Accounting Principles for the fiscal quarter ended June 30, 2007. The recognition of impairment charges by Maker in its financial statements under Generally Accepted Accounting Principles for the fiscal quarter ended June 30, 2007 will not be considered by the parties to be an Event of Default under Note or Amendment No. 1.

2. Ratification. Except as modified by this Amendment, all of the terms of the Note are ratified and reaffirmed and remain in full force and effect.

3. Inurement. The terms and conditions of this Amendment shall be binding upon and shall inure to the benefit of the parties hereto, their successors and assigns.

4. Governing Law. The terms and conditions of this Amendment shall be governed by the applicable laws of the State of Colorado.

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IN WITNESS WHEREOF the parties hereto have each caused this Amendment to be executed by their respective duly authorized representatives, as of the day and year first above written.

		MAKER:
		ACROSS AMERICA REAL ESTATE CORP., a Colorado corporation
		By:		/s/ Xxxxx X. Xxxxxxx III
				Name:		Xxxxx X. Xxxxxxx III
				Title:		Chief Financial Officer
		HOLDER:
		BOCO INVESTMENTS, LLC, a Colorado limited liability company
		By:		/s/ Xxxxxx X. Xxxxxxx
				Name:		Xxxxxx X. Xxxxxxx
				Title:		Chief Executive Officer

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