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EXHIBIT 10.2

                   AMENDED AND RESTATED FORBEARANCE AGREEMENT

         THIS AMENDED AND RESTATED FORBEARANCE AGREEMENT (this "AGREEMENT") is
entered into as of September 24, 2009 between Ivivi Technologies, Inc., a New
Jersey corporation (the "COMPANY"), and Emigrant Capital Corp, a Delaware
corporation (the "LENDER"). All capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to such terms in the Loan Agreement
dated as of April 7, 2009 between the Company and the Lender (the "LOAN
AGREEMENT").

                                    RECITALS
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         A. The Company and the Lender have entered into the Loan Agreement.

         B. An Event of Default has occurred (or shall occur) (i) under Section
9.1(i) of the Loan Agreement as a result of the Company's failure to repay the
principal of the Loans on the Maturity Date, (ii) under Section 9.1(c) of the
Loan Agreement as a result of the Company's failure to deliver to the Lender
within the time period specified in Section 8.1(c)(ii)of the Loan Agreement the
quarterly financial information required by such Section 8.1(c)(ii) for the
fiscal quarter ended June 30, 2009, (iii) under Section 9.1(c) of the Loan
Agreement as a result of the Company's failure to deliver to the Lender within
the time period specified in Section 8.1(c)(iii) of the Loan Agreement the
monthly financial information required by such Section 8.1(c)(iii) for July 2009
(and an Event of Default will occur under Section 9.1(c) of the Loan Agreement
as a result of the Company's expected failure to deliver to the Lender within
the time period specified in Section 8.1(c)(iii) of the Loan Agreement the
monthly financial information required by such Section 8.1(c)(iii) for August
and September 2009) and (iv) under Section 9.1(b) of the Loan Agreement as a
result of the Company's failure to file its quarterly report on Form 10-Q within
the time period specified by applicable law, as required by Section 8.1(f) of
the Loan Agreement (the Events of Default described in the foregoing clauses
(i), (ii), (iii) and (iv) are hereinafter referred to collectively as the
"SPECIFIED DEFAULTS").

         C. The Company and the Lender have heretofore entered into a
Forbearance Agreement, dated as of August 31, 2009 (as amended by that certain
letter agreement, dated September 9, 2009, that certain letter agreement, dated
September 14, 2009, and that certain letter agreement, dated September 16, 2009,
the "ORIGINAL FORBEARANCE AGREEMENT").

         D. The Company, Ivivi Technologies, LLC and Ajax Capital LLC are,
contemporaneously with the execution of this Agreement, entering into an Asset
Purchase Agreement, dated as of even date hereof (the "PURCHASE Agreement").

         E. In connection with the entry by the Company into the Purchase
Agreement, the Company has requested that the Original Forbearance Agreement be
amended and restated to provide that, among other things, the Lender agrees to
forbear for the period of time set forth below from exercising its rights and
remedies arising solely in connection with the Specified Defaults.

         F. The Lender has agreed to do so, but only pursuant to the terms and
conditions set forth herein.


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                                    AGREEMENT
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         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that the
Original Forbearance Agreement be, and hereby is, amended and restated in its
entirety as herein set forth:

         1. ESTOPPEL, ACKNOWLEDGEMENT AND REAFFIRMATION. The Company hereby
acknowledges and agrees that (i) the Specified Defaults currently exist and have
not been waived by the Lender, (ii) the Company is indebted and liable to the
Lender in the aggregate principal amount of $2,500,000.00 in respect of the
Loans, plus interest, fees, expenses (including but not limited to attorneys'
and financial advisors' fees that are reimbursable under the Loan Agreement),
charges and all other obligations incurred in connection therewith as provided
in the Loan Agreement or any Loan Document, and (iii) such amounts outstanding
under the Loan Agreement constitute valid and subsisting obligations of the
Company to the Lender that are not subject to any credits, offsets, defenses,
claims, counterclaims or adjustments of any kind. The Company hereby (i)
acknowledges and affirms its obligations under the Loan Documents to which it is
a party, (ii) acknowledges and affirms the Liens created and granted by the
Company in the Loan Documents and (iii) agrees that this Agreement shall in no
manner adversely affect or impair such Liens.

         2. FORBEARANCE. Subject to the terms and conditions set forth herein,
the Lender hereby agrees that, during the period commencing on the date hereof
to (but excluding) the earlier of (a) November 30, 2009 and (b) the dat