Free Response to Motion - District Court of Colorado - Colorado

Case 1:03-cv-01973-PSF-MJW

Document 159-3

Filed 10/11/2005

Page 1 of 3

EXHIBIT B

EXHIBIT B

Case 1:03-cv-01973-PSF-MJW
V

Document 159-3

Filed 10/11/2005

Page 2 of 3

Second Amendment to Guaranty of J.E.H. Knutson This Second Amendment to Guaranty of J.E.II. Knutson (the "Amendment") is made as of September 18, 2001, by JE.H. Knutson (the "Guarantor") and Walker Group, Inc. (the "Beneficiary"), collectively referred to herein as the "Parties." WIHIEREAS, the Parties entered into a Guaranty Agreement (the "Guaranty") dated October 10, 2000, whereby Guarantor unconditionally guaranteed to Beneficiary the full and prompt payment or performance ofcertain Obligations, as defmed in the Guaranty. WhEREAS, the Parties desire to amend the Guaranty to increase the amount of the Note that is included in the guaranteed Obligations above the current amount of$600,000. NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth, the Parties, intending to be legally bound, hereby agree as follows: 1. Amendment of Principal Amount of Note (as amended). The first sentence of the first paragraph follOwing the heading, "RECITALS," which reads, "Guarantor desires that Beneficiary advance to First Layer Communications, Inc., a Colorado corporation (the "Company"), an amount equal to Five Hundred Thousand and No/l00 Dollars ($500,000.00) to be evidenced by a revolving convertible promissory note, dated as of the date hereof, made by the Company payable to the Beneficiary (the "Note")," is amended to read "Guarantor desires that Beneficiary advance to First Layer Communications, Inc., a Colorado corporation (the "Company"), amounts in excess of Six Hundred Thousand and No/l00 Dollars ($600,000.00) to be evidenced by a revolving convertible promissory note, dated as of the date hereof, made by the Company payable to the Beneficiary (the "Note"). Guarantor shall be personally responsible for such proportional share of such amounts above Six Hundred Thousand and No/100 Dollars as is equal to his/her pro rata capital ownership in First Layer Communications, Inc. among the Guarantor Group including JEH Knutson (29.63%), David S. Menzel (29.63%), Roger L. Flint (29.63%), and Jeffrey R. Sauter (11.11%)." 2. No Other Amendments. The Parties agree to this Amendment as an amendment to the Guaranty. Except as specifically set forth herein, the terms ofthe Guaranty remain unchanged, effective and fully enforceable. 3. No Novation. This Amendment shall not in any way release or limit those obligations of Guarantor created by the Guaranty, but shall create an additional

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Case 1:03-cv-01973-PSF-MJW

Document 159-3

Filed 10/11/2005

Page 3 of 3

obligation to repay the amount by which the principal amount of the Note is hereby increased. 4. Capitalized Terms. Any capitalized term not defined herein shall have the meaning set forth in the Guaranty for suchterm. IN WITNESS WHEREOF, Guarantor has caused this Amendment to be executed, and Beneficiary has caused this Amendment to be executed by its duly authorized officer, as ofthe date first above written. J.E.H. Knutson, Guarantor WALKER GROUP, INC. By: Title: __________________________________

02560.2072 19 WINLIBOI:887951.1

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