FOREBEARANCE AGREEMENT
AGREEMENT, dated as of August 31, 2007, by and between [Noteholder]
("Payee") and ABC Funding, Inc. (the "Company").
R E C I T A L S:
The Company issued its 10% Convertible Promissory Note in the principal
amount of $________, dated , 2006 in favor of Payee (the "Note");
Payment of the principal of and interest accrued on the Note is due August
31, 2007. The Company has requested, and for good and valuable consideration
provided for herein, the Payee has agreed that they shall forebear from taking
any action to collect upon the Note prior to February 28, 2008.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. All defined terms set forth herein shall have the same meaning ascribed
thereto in the Note.
2. The Note is amended to provide that (i) the Maturity Date of the Note
shall be February 28, 2008, or, if earlier, the date of consummation by the
Company of a merger, combination or sale of substantially all of its assets or
the purchase by a single entity or person or group of affiliated entities or
persons of more than fifty (50%) percent of the voting stock of the Company (a
"Merger Transaction" and (ii) from September 1, 2007, until the date of payment
thereof in full, interest shall accrue on the outstanding principal amount of
the Note at the rate of twelve (12%) per cent per annum and shall be paid as set
forth in the Note.
3. Promptly following execution and delivery of this Agreement, the
Company shall issue and deliver to Payee such number of restricted shares of the
Company's Common Stock as is determined by multiplying the Principal Amount of
the Note by .one-tenth ($.10) and dividing such sum by $0.50.
4. Payee represents and warrants that it is the holder of the Note, and
that none of Payee's rights thereunder have been assigned and that no Event of
Default has occurred under the Note.
5. This Extension Agreement may be executed in one or more counterparts,
which together shall be treated as a single instrument. Except as set forth
herein, all of the terms and conditions of the Note shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
ABC Funding, Inc.
By: _____________________________ ______________________________
Name: [NOTE HOLDER]
Position:
