CPSO Capsource Financial Inc (CE)

As disclosed in Current Report on Form 8K filed November 2, 2007, on October 31, 2007 we entered into a Master Term Loan Agreement with Randolph M. Pentel, the Chairman of our Board of Directors and our largest shareholder, pursuant to which we could borrow up to an aggregate amount of $750,000 (“Term Loan Agreement”). On December 4, 2007, we entered into Amendment Number 1 to the Master Term Loan Agreement increasing the principal amount available from $750,000 to $1,000,000, as was disclosed in the Current Report on Form 8-K filed on December 4, 2007.

On January 28, 2008 we entered into Amendment Number 2 to the Master Term Loan Agreement increasing the principal amount available from $1,000,000 to $1,250,000. At the same time we borrowed $20,000 under the Master Term Loan Agreement, as amended, pursuant to a promissory note having a term of one year from the date of the advance and bearing interest at 9.5% per annum. Interest will be accrued and paid when this loan matures. The foregoing description is qualified in its entirety by reference to the Amendment Number 2 to Term Loan Agreement and promissory note that appear as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated by reference into this Item 1.01.