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<br />CHANGE IN TERMS AGREEMENT
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<br />200700541
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<br />References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item,
<br />Any item above containing "***" has been omitted due to text length limitations,
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<br />Borrower:
<br />
<br />Snow Shack of Nebraska, Inc,
<br />1618 Allen Avenue
<br />Grand Island, NE 68803
<br />
<br />Lender:
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<br />States Resources Corp.
<br />4848 South 1318t Street
<br />Omaha, NE 68137-1822
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<br />Principal Amount: $32,351.35 Date of Agreement: October 25, 2006
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<br />DESCRIPTION OF EXISTING INDEBTEDNESS. Promissory Note from Snow Shack of Nebraska, Inc. to U,S. Bank National Association dated
<br />September 19th, 2003 in the amount of $ 40,000,00,
<br />
<br />DESCRIPTION OF COLLATERAL. Note, Deed of Trust on the premises located at 1618 Allen Avenue, Grand Island, Nebraska; UCC Security
<br />Agreement dated September 19th, 2003 on the Business Assets of Snow Shack of Nebrask, Inc,
<br />
<br />DESCRIPTION OF CHANGE IN TERMS. Change in Terms Agreement dated October 15th ,2006 in the amount of $ 32,351,35; Interest rate
<br />9.50%; Repayable in eleven semi-annual payments the first payment of interest only in the approximate amount of $1,050,07 will be due
<br />December 15th, 2006, the remainder semi-annual payments will commence June 15th, 2007 in the amount of $3,612.87, and all subsequent
<br />payments are due on the same semi-annual period after that. The final payment will be due December 15th, 2012 and will be for all principal,
<br />accured interest and all other applicable fess and expenses, if any, not yet paid, Payments include praincipal and interest,
<br />
<br />PROMISE TO PAY. Snow Shack of Nebraska. Inc. ("Borrower") promises to pay to States Resources Corp, ("Lender"). or order. in lawful
<br />money of the United States of America. the principal amount of Thirty-two Thousand Three Hundred Fifty-one & 35/100 Dollars ($32,351.35).
<br />together with interest on the unpaid principal balance from October 25. 2006, until paid in full.
<br />
<br />PAYMENT. Borrower will pay this loan in accordance with the following payment schedule: one interest payment on December 15, 2006. with
<br />interest calculated on the unpaid principal balances at an interest rate of 9.500% per annum; 11 semi-annual consecutive principal and interest
<br />payments of $3,612.87 each, beginning June 15, 2007, with interest calculated on the unpaid principal balances at an interest rate of 9.500%
<br />per annum; and one principal and interest payment of $3,612.92 on December 15, 2012, with interest calculated on the unpaid principal
<br />balances at an interest rate of 9.500% per annum. This estimated final payment is based on the assumption that all payments will be made
<br />exactly as scheduled; the actual final payment will be for all principal and accrued interest not yet paid, together with any other unpaid amounts
<br />on this loan. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to
<br />principal; then to any unpaid collection costs; and then to any late charges. Interest on this loan is computed on a 365/360 simple interest
<br />basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance. multiplied
<br />by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other
<br />place as Lender may designate in writing.
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<br />PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless
<br />agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather,
<br />early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender
<br />payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without
<br />losing any of Lender's rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written
<br />communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes
<br />"payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be
<br />mailed or delivered to: States Resources Corp., 4848 South 131 st Street, Omaha, NE 68137-1822.
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<br />LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled
<br />payment.
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<br />INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this loan shall be increased by adding
<br />a 5.000 percentage point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding interest rate change that
<br />would have applied had there been no default. After maturity, or after this loan would have matured had there been no default, the Default Rate
<br />Margin will continue to apply to the final interest rate described in this Agreement. However, in no event will the interest rate exceed the
<br />maximum interest rate limitations under applicable law,
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<br />DEFAULT. Each of the following shall constitute an Event of Default under this Agreement:
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<br />Payment Default. Borrower fails to make any payment when due under the Indebtedness.
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<br />Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement
<br />or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other
<br />agreement between Lender and Borrower.
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<br />False Statements. Any warranty, representation or statement made or furnished to lender by Borrower or on Borrower's behalf under this
<br />Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes
<br />false or misleading at any time thereafter,
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<br />Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a
<br />receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the
<br />commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.
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<br />Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
<br />repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the
<br />Indebtedness. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender, However, this Event
<br />of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of
<br />the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with
<br />Lender monies or a surety bOnd for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being
<br />an adequate reserve or bond for the dispute, Ex hi brt A
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<br />Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness ~nY
<br />Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebte ess
<br />evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estat to
<br />assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of
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