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Exhibit 10.2

FORBEARANCE AGREEMENT

THIS FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of this 3rd day of August, 2011 (the “Effective Date”), by and among Quatech, Inc., an Ohio corporation (“Borrower”), and the Director of Development of the State of Ohio (“Lender”). Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Loan Agreement (as defined below).

RECITALS AND STIPULATIONS

A. Borrower and Lender are parties to a certain Loan Agreement, dated as of January 27, 2006 (as amended, modified, supplemented, restated or replaced from time to time, the “Loan Agreement”);

B. In connection with the Loan Agreement, the Borrower executed that certain Cognivit Promissory Note in favor of Lender, dated as of January 27, 2006 (the “Note” and together with the Loan Agreement and any other documents, instruments and agreements delivered in connection with the Loan Agreement, the “Loan Documents”);

C. Borrower has requested that Lender forbear from exercising any of its rights and remedies under the Loan Documents and applicable law in respect of certain Events of Default under the Loan Documents, and Lender has agreed to so forbear upon the terms and subject to the conditions set forth in this Agreement;

D. Borrower have informed Lender that Borrower intends to enter into an Asset Purchase Agreement (the “Purchase Agreement”) with Q-Tech Acquisition, LLC (“QT”), which requires, inter alia, payment in full of all outstanding principal and interest under the Note in connection with the closing thereunder; and

E. Borrower and Lender acknowledge and agree that this Agreement has been negotiated in good faith.

NOW, THEREFORE, in consideration of the recitals and stipulations set forth above and the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree as follows:

AGREEMENT

1. General Acknowledgment . Borrower acknowledges and agrees to the following:

(a) Borrower hereby acknowledges the accuracy of the representations set forth in the Recitals and Stipulations of this Agreement;

(b) Neither this Agreement nor any other agreement entered in connection herewith or pursuant to the terms hereof shall be deemed or construed to be a compromise, satisfaction, reinstatement, accord and satisfaction, novation or release of any of the Loan Documents, or any rights or obligations thereunder, or a waiver by Lender of any of its rights under the Loan Documents or at law or in equity;


(c) Neither this Agreement nor any other agreement executed in connection herewith pursuant to the terms hereof, nor any actions taken pursuant to this Agreement or such other agreement shall be deemed to cure any Event of Default which may exist under the Loan Documents, or to be a waiver by Lender of any Event of Default under the Loan Documents, or of any rights or remedies in connection therewith or with respect hereto, evidencing the parties’ intention that Borrower’s obligations under the Loan Documents shall remain in full force and effect;

(d) All liens, security interests, rights and remedies granted to Lender for its benefit under the Loan Documents are hereby renewed, confirmed and continued, subject to all senior liens, security interests, rights and remedies held by Fifth Third Bank (“Fifth Third”) and Canal Mezzanine Partners, L.P. (“Canal”; and

(e) Borrowers reaffirm the validity, binding effect and enforceability of each of the Loan Documents, as modified by provisions of this Agreement, and acknowledge that Borrower is liable to Lender for the full amount of the principal and interest evidenced by the Loan Documents (as modified hereby), without offset, deduction, claim, counterclaim, defense or recoupment of any kind.

2. Confirmation of Indebtedness . Borrower confirms and acknowledges that as of July 28, 2011, it is indebted and obligated to Lender under the Note in the following amounts:

 

(a)

  

Principal:

  

$

1,833,351.05; and

  

(b)

  

Accrued and Unpaid Interest:

  

$

11,000.07

  

(c)

  

Loan Participation Fee:

  

$

223,183.70

  


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