Second Amendment to Revolving Loan Agreement between RFG Acquisition I Inc. and John W. Branch

Summary

RFG Acquisition I Inc. and John W. Branch have amended their existing revolving loan agreement, effective June 1, 2007. The amendment sets the credit limit at $15,000 and changes the interest rate on outstanding loans to the Wall Street Journal Prime Rate plus 1%. In case of default, the interest rate increases to the Prime Rate plus 6%. All other terms of the original agreement remain unchanged.

EX-4.6 7 v122761_ex4-6.htm

REVOLVING LOAN AGREEMENT

AMENDMENT TWO

Amendment Date: June 1, 2007

Credit Limit: $15,000.00

RFG Acquisition I Inc., a Delaware corporation, promises to pay JOHN W. BRANCH (“Lender”), an individual, the sum of FIFTEEN THOUSAND and 00/100 DOLLARS ($15,000.00) (the “Amended Credit Limit”) or such other principal amount that may be outstanding, in no case to exceed the Amended Credit Limit, as evidenced by the books and records of Lender.

This Amendment Two hereby amends the interest rate charged on outstanding loan borrowings from 4.75% per annum to the Prime Rate of Interest, as listed in the Wall Street Journal, plus 1% per annum.

This Amendment Two hereby amends the default rate of interest from 10% per annum to the Prime Rate of Interest, as listed in the Wall Street Journal, plus 6% per annum.

All other terms and conditions of the original Revolving Loan Agreement, dated November 20, 2006, as amended, remain unchanged and in full force and effect.

This Amendment Two is effective as of the date listed above.

RFG Acquisition I Inc.

By: /s/ David W. Matre

David W. Matre

Chief Financial Officer

“Lender”

/s/ John W. Branch

JOHN W. BRANCH, an individual

DO NOT DESTROY THIS ORIGINAL AGREEMENT AMENDMENT