Free Response to Motion - District Court of Colorado - Colorado

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

Document 159-2

Filed 10/11/2005

Page 1 of 2

EXHIBIT A

EXHIBIT A

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

Document 159-2

Filed 10/11/2005

Page 2 of 2

Second Amendment to Guaranty of i.E.!!. Knutson This Second Amendment to Guaranty ofi.E.!!. Knutson (the "Amendment") is made as of September 18, 2001, by LFJL Knutson (the "Guarantor") and Walker Group, Inc. (the "Beneficiary"), collectively referred to hereinas the "Parties." 1~EAS,the Parties entered into a Guaranty Agreement (the "Guaranty") dated October 10, 2000, whereby Guarantor unconditionally guaranteed toBeneficiary the full and prompt payment or perfonnance ofcertain Obligations, as defined in the Guaranty. WHEREAS, the Parties desire to amend the Guaranty to Increase the amount ofthe Note that is included in the guaranteed Obligations above the current amount of$600,000. NOW, THEREFORE, in consideration ofthe foregoing and of the mutual promises hereinafter set forth, the Parties, intending to be Legally bound, hereby agree as follows: 1. Amendment ofPrincloal Amount ofNote (as amended'~. The first sentence of the first paragraph following the heading, "RECITALS," which reads, "Guarantor desires that Benàficiary advance to First Layer Communications, Inc., a Colorado corporation (the "Company"), an amount equal to Five Hundred Thousand and NO/I 00 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 Beneficiaty (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 NofIOO 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/IOO Dollars as is equal to his/her pro rata capital ownership in First Layer Communications, Inc. among the Guarantor Group including JELl Knutson (29.63%), David S. Meazel (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 igatiens ~of ~~rentor created ~ z~hut~trail treaie ~n additional

KNUTSON 00009