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MODIFlCAIION OF PROMlSSORYN rnRe: ADg." lroducdODl, LLC

LoaD #10370400WlIER.EAS, horstofore and. unda date of Novembet 10, 2006, Angabu PmdustloM, LLC (hereillafter

called "Borrower',), made, executed and delivered to Compass Bank. one certainPromissocy Note, in the originalprinctpallllDQuntofSl,039,900.00 payable twenty ycars and five months from date ofnote. with intere.st at theinitial rate of eight and on e haliporeont (8.S00Al) per IU'Inum. five (5) payments or liccrued interest due monthlybeglnDi1l$ JanUlll)' I, 2007 and continuing OD the same date of each succeeding ealendar month with equalinstallments of$9,02:;.00 beginningMay 1,2007 and continuing on the same date of each succeeding calendarmonth and conllnuing thereafter until alIlDlpaid principal end accrued but unpaid interest aball be due and ~ ) ein full at maturity; and.

WHEREAS, it is mutua1ly de&irable, beneficial, and agreeable to the partiell hereto that the repaymentterms of said Note be modirlCd as hereinafter act out:

NOW. 'l'HEREFORE, in. considcmtion of the mutual boncfits jnuring to each other. it s understood andagreed, by and between the parties hereto, that the bmnS and conditions of Borrower's Note, as above described. arehereby modified as follows:Iner&aJe the Note amount fi'ODl 51,039,900.00 to 51,400,000.00.Seven (7) payments otaccrued jnterest dllC monthly bcgiDniDg May 1,2007, witb equal installments ofS11,1 SO.OO bcabutfDg December 1, 200'7 aad CoRtinulug 011 tho sallie date of eacb Jucaeclilll calendar monthand continuing thereafter until all unpaid prmclparaod aeeruecl ba t unpaid Haterest .baD be due an4 payablein full at maturity. Eaeb InstallmeDl shall be IlppUed Orat to interett accrued to the date of the roeelpt of saidInstallmeut aad the balance, i f any, to prindpal.The interest rate OD this Note will fluctuate at the prim. rate plu .25%. n le interest rate will be adjustedeaeh ealendar quarter ( . he ChaDp perlod").The Prime Rate it the prime rate In ettt on tho flm b\lSiaetl day ot tbe month ID which an lnterest ratechanle oecurs, u published In tile W.llStnet Journal on 'be noxt bUiUlOIS day.The adjusted Intere.t ra te wID be .Z5% above tbe Prime Rate. Lender wUl adjust the Interest rate on theealend . day of each sban2C period.Lender lOu,t adjust tho paymeat &lDOlint at least annually to IlIbOrtizc prindplll over the remalDlng term otthe note.Effective date oftbls modification is A p r i 1 2 S ~ 2007.

It is further understood and agreed that all other terms, condItiona. and covenants of he aforesaid N o ~ nototherwise modified hereby. sball be and remain the same, and thai. !his Agreement, when executed by the partieshereto, shall be attached to and become a part of he original Note, and shall have the same force and effect as if heterms and conditions hsreof were originally incorporated in the Note, prior lO 11.$ execution.

IN WITNESS WHEREOF. this Agreement is executed by the undersigned parties the 25th day of April.2007.

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Angllbu Produdioas,LLCAn limited liability company ACCEPTED BY:COMPASSBANK

The lIJldcrsigned endoner. guaJUtors, and/or sureties on the abOve-de3Cribed Note hereby join in andCOllSentto the above Modification ofrhe Note.DATeD dlis 25th day ofApril, 2007.~ ~. Roberts

wpiridor, LLCAn A1jzona limited liability company. ~ ~~ ? ~ w - ~ ~ ~ ~ ~ - - - - - -

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When recorded, retum to:Southwestern Business Financing Corporation3200 N, Central Ave., Suite 1550Phoenix, AZ. 85012

OFFICIAL RECORDS OFMARICOPA COUNTY RECORDERHELEN PURCELL20071259460 11/28/2007 02:07ELECTRONIC RECORDING00359-7-1-1-Esquive1a

Third Party Lender AgreementTIllS THlRD PARTY LENDER AGREEMENT (Agreement) is dated this ,f)'lf'vday of~ ~ 2 0 0 7 , by and between Compass Bank, (Third Party Lender) whose address is

17,vJ? 'AM1dn1ld 1At?f40 tX 75ilS:L ,and Southwestem Business FinancingCorporation, (CDC) whose address is 3200 North Central Avenue, Suite 1550, Phoenix, Arizona 850\2.RECITALS

1. As described in the "Authorization for Debenture Guarantee (SBA 504 Loan)," as amended(Authorization), and as detailed below, the Third Party Lender will provide term financing (Third PartyLoan), and the CDC will provide a loan (the 504 Loan) funded by a debenture issued by the CDC andguaranteed by the U.S. Small Business Administration (SBA), to Borrower and Operating Company, ifany, identified below (collectively, Borrower) for purposes offinancingthe Project described in theAuthorization, which involves the acquisition andlor improvementof the real andlor personal propertydescribed below, and in Exhibit A attached hereto and incorporated herein by r e f ~ r e n c e ( P r o j e c t Property);SBA Loan #: 2440496008SBALoanName: ~ l n ~ s ~ p ~ l r i ~ d ~ o r ~ , ~ L ~ L C ~ ~ ________________________Borrower: Angabu Productions. L.L.C.

O p e r a t i n g . C Q m p a f . 1 ~ ( i l . a I l Y ~ IRSphidQrd-I.CThird Party Loan Amount: ~ $ ! ! : ! 1 ..... ! . 5 ! ! ! O \ ! " O ~ O O ~ ' : 1 I O O I I - . ______Term 01 Third Party Loan: ~ T . ! . . : w ! ! ! e ! ? ! n l ! t v ~ ( 2 ! . O ~ ) y e a 5 : S ! r s ~ __________II Real Property - project Property Address:Street address: 63 E. Boston streetCity, State, Zip code: Chandler. PIZ. 85225Attach Legal description as Exhibit AI fPersonal Property: Describe property, including name of manufacturer, name ofequipment,and applicable serial number(s) or other identifying numbers for property ~ a l u e d at $5000 ormore. I f needed, attach a more complete description as Exhibit A.

2. The parties have required the Borrower to grant liens or security interests in the Project Property tosecure the separate loans advanced by the parties (Conunon Collateral), and the lien or security interest heldby CDC (CDC Lien) will be junior l!Dd subordinate tu the lien or security interest held by the Third PartyLender (Third Party Lender Lien), unless CDC and SBA agree otherwise in writing,

. SSA Form 2287 (August 2007) 1

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rHruMSANDCONDTIITONSIn consideration of the above factual recitals, the mutual agreements set forth below, and for other

good and valu.ble consideration. the receipt and sufficiency of which arehereby acknowledged, the partiesagree as follows:I. Amount ofThinl Party Loan. The Thin! Party Lender represents that the Third Party Loanis fully advanced and does not and will notexceed the amount allowed in the Authorization.2, SuborclinatioD of 504 Loan. CDC agrees to make the504 Loan to the Borrower, subject toSBA's approval, and accept a junior and subordinate position in the Common Collateral upon the conditlonthat Third Party Lender executes this Agreement and makes the Third Party Loan.3. Accurate Information. The Third Party Lender warrants and represeDts that all informationprovided to CDC, including, without limitation, all information regarding the Borrower's financialcondition, is accurate to the best of its knowledge and that Third Party Lender has not withheld anymaterial information, Third Party Lender acknowledges that for purpose of his transaction, CDC is actingon behalf of the SBA, an agency in the United Stales G o v e m m e n ~ except that SBA accepts no liability orresponsibility for any wrongful act or omission by CDC. Third Party Lenderfurther acknowledges that anyfalse statements to CDC can be considered a false statement tothe SBA, and that CDC and the SBA arerelying upon the information submitted by theThird PartyLender.4. Waiver of Provision Not to Encumber Common Collateral. If any of the Third PartyLender'S documents evidencing the Thinl Party Loan andlor Third Party Lender Lien contain provisions thatprohibit further encumbrances on the Common cOlIateml or subonlinate debt by the Borrower or which. restrict Borrower's ability to assign its lease on, or rents, income or profits from, the Common Collateral,then Third Party Lender waives its right to enforce such provisions as they may apply to the 504 Loan andthe CDC Lien.5', Compliance with 504 LoanProgram Requirements. Third Party Lender agrees that all

documents evidencing the Third Party Loan and the Thinl Party Lender Lien will comply with the 504 LoanProgram requirements as established by the SBA and including those identified in the followingsubparagraphs, and in the event that it is determined that one or more of the provisions in such documentsdo not comply with any of these 504 Loan Program requirements, Thinl Party Lender agrees to waive theright to enforce all such provisions.a. No Open-Ended Features and No Future Advances. The Third Party Loan mustnot be open-ended. After completion of the p r o j e c ~ the Third Party Lender may not make futureadvances under the Third Party Loan .exceptexpenditures to collect the amounts due the Third PartyLoan notes, maintain collateral and protect the Third Party !,ender's lien position on the Third PartyLoan.b. No Early call or Demand Provisions. Third Party Lender agrees that Third PartyLoan documents must Dot contain any early call feature or permit the Lender to make demand priorto maturity unless the loan is in default.c. No Cross-Collater.ilizatlon. Third Party Lender agrees that the CommonCollateral is notnow, and will not be in the future, security for any other f"mancing provided byThird Party Lender to Borrower other than the Third Party Loan in a superior position to that of the

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CDC lien unless authorized in writing by CDC and SBA.d. No Cross-Default During the term of the Third Party Loan, Third Party Lenderwill not exercise any cross-

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9. Subordination to 504 Loan and CDC Lien. of Amounts Attnbutable to DefaultProvisions.a. The tenn "Default Charges" used in this paragraph includes, but is not limited to,prepayment penalties, late fees, other default charges, and escalated interest after derault due under

the Third Party Loan.b. To the extent the Third Party Lender Lien secures any amounts attributable toDerault Charges, which may exist in the Third Party Loan and Third Party LenderLien, Third PartyLender Lien is and will be subordinate to the 504Loan and the CDC Lien. This subordinationapplies only to CDC and SBA and their successors and assigus, and in no event shall be applicableto Borrower or any guarantor of the Third Party Loan ..c. In the event of default under the Third Party Loan, CDC or SBA may bring theThird Party Loan current or may acquire the ThirdParty Loan secured by the Third Party LenderLien. Third Party Lender agrees that in either of these circumstances, the amount to bring theThirdParty Loan current or the purchase price of that loan will be net of all amounts attributable to theDefault Charges so subordinated to the 504 Loan and the CDC Lien. Third Party Lender furtheragmes that if t receives from CDc/SBA any amounts attributable to such Default Charges, ThirdParty Lender holds such funds in trust for SBAand will remit such funds to SBA as soon aspossible. Shonld CDC or SBA not purchase theThird Party Loan but rather bring the Third Partyloan current, Default Charges on the Third Party Loan may remain due and owing from tbeBorrower.

Paragraph 10 Is opliona(and Is applicable only ifmarked10. Liguidation. In the event that either the Third Party Loan or the 504 Loan is declared indefault, Third Party Lender and CDC aud SBA agree to cooperate in liquidating andlor selling theCollateral. Third Party Lender agrees to (a) accept a U.S. Treasury check(s) in connection with anypurchase of Third Party Lender's note or any foreclosure or liquidation bid by CDC or SBA; (b) toprovide CDC and SBA with the loan payment status, loan payment history, and an itemized payoffstatement of the Third Party Loan; (c) to provide CDC and SBA with copies of any appraisals,

environmental investigations, or title examinations or searches of the Collateral conducted by or forThird Party Lender; and (d) to provide any other infonnation about Borrower or the Third Party Loanrequested by CDC and SBA in writing.11. Waiver ofRight to Indemnification by SSA or CDC. JfThird Party Lenders documentseontain provisions granting Third Party Lender the right to indemnification by subsequent owners of the. Project Property, then Third Party Lender waives its right to enforce such provisions against SBA or CDCin the event SBA or CDC acquires title to the Project Property through foreclosure of the CDC Lien,acceptance of a deed in lieu of foreclosure, or otherwise.

Paragraph 12 is optional and should be marked ifCDC uses Third Party Lender to pe/form CustomerIdentification.__ 2. Bank Regulatory Issues. IfThird Party Lender is regulated by one of the Federalfunctional regulators (Comptroller of the Currency, Federal Deposit Insurance Corporation, Office ofThrift Sup.IVision, or National Credit Union Administration), Third Party Lender represents that it issubj.ctlo the Joint Final Rule on Customer Identification Programs (ClP) in 31 c'F.R. 103.121 and thatit or its agent will perform with respect to the Borrower the specified requirements of its CIP.

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13. No Jmplied Third party Beneficiaries. To theextent there is a conflict between thisAgreement and any provision in any agreement either Party may have with a third party, including but notlimited to. Borrower, the terms and conditions in this Agreement shall supercede any such provision. Theparties agree that SBA may enforce this agreement as a. third party beneficiary, and further agree that thisAgreement shall not grant any right, benefit, priority, or interest to any other third party, including but notlimited to, Borrower and Guarantor(s).

14 Successors and Assigns. This Agreement will inure to the benefit of and bind therespective parties to this Agreement, and their successors and assigns, including any party acquiring theThird Party Loan and Third Party Lender Lien by sale, assignment, or other transfer from Third PartyLender. Third Party Lender agrees that CDC may assign this Agreement to the SBA. and waives all rightsto contest such assignment.15. Fedeml Law, When SBA is the holder of the loan instrumeqts evidencing the 504 Loanand any security for that loan (including but not limited to the CDC Lien on the Common Collateral). thisAgreement and aU such instruments will beconstrued in accordance with Federal law. CDC or SBA mayuse local or state procedures for purposes such as filing papers, recording documents, giving notice,foreclosing liens, and other purposes, but by using these procedures, SBA does not waive any federalimmunity from leeel or state control, penalty. tax, or liability. TheThird Party Lender may not claim orassert against SBA any local or state law to deny any obligation of Barrower. or defeat any claim ofSBAwith respect to the 504 Loan.16. TerminatiOn! This document will be released and terminated upon the payment in full ofeither the Third Party Loan or the 504 loan and all costs related thereto.17. Counteroarts. This Agreement may be executed in any number of cOlmterparts. each ofwhich will be deemed an original. and all of which together constitute one and the same instrument.18. Validity ofProvisions In the event that any provision of this Agreement is deemedinvalid by a court of competent jurisdiction, all other proviSions of this Agreement shall remain valid andeoforceable.19. Revision of this Agreement. Both Third Party Lender and CDC agree that thisAgreement is a standard SBA Form, and, as such, neither party has authority to modify or delete anyprovision jn this Agreement, or add any additional provisions, without prior written authorization from the

SBA.

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20. Authority to Execute Agreement The persons signing below certify that they have beenduly authorized to execute this Agreement on behalfof their respective party.

LENDER: COMPASS BANK

By: ~ a w . r o ~Print Name: 'tJ2ANNJl. N()'Z.(.OOoPTitle: 1J:lC PIZ.!S''':i,t;OOI\TTCERTlFIED DEVELOPMENT COMPANY (CDC):

. S O U T H W E S ~ ~ S F I N A N C I N G C O R P O R A T I O NBy: - - . . L ~ ! . \ - . J . ~ ~ " ' - : , - - - - - - -Print Name: RobertD.McGeeTitle: President

A IGNMENT TO SBA

- - 7 " " " s ; . . t . . ! ! . . ! . . . . ! . . . : : ! . . . . - ~ - - - - - - : : - __:----- Date:W . J . r ; ~ J..co7authorized officer of

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