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09/04/2009 12:10 209-95062 CBSJ (� PAGE 06 AGREEN(ENT NOW THEREFORE, in consideration of the above recitals, of the agreements contained herein, and in exchange for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows. 1. Recitals. To the extent that any portion of any of the Recitals set forth above may be deemed to be contractual (rather than a recital of facts that the Parties to this Agreement acknowledge are true and correct), such provisions of the Recitals are incorporated by this reference as agreements of the Parties. The Parties specifically agree that the information recited in the Recitals is true and correct. (All terms not defined in this Agreement shall have the meaning given to such terms in the Exhibits to this Agreement.) 2. General Terms of Agreement. On the date of this Forbearance Agreement,provided that OBLIGORS have complied with all of the conditions precedent specified in Paragraph 3 below: (a) LENDER shall execute this Forbearance Agreement, and the Exhibits to this ForBearance Agreement,which require execution by LENDER. (b) LENDER shall forbear from enforcing its rights based upon the default of BORROWER described in the Recitals to this Forbearance Agreement until the earlier of the dates noted below(the"Forbearance Termination Date'D, provided, however,that said forbearance is not intended,and shall not be construed, as a waiver of any presently existing event of default under any of the facts described in the Recitals to this Agreement, or under any of the Exhibits to this Agreement. The Forbearance Termination Date shall be the earlier of the following: (1) November 30,2008 (which shall be the agreed end of the forbearance period specified herein). (2) Until such date, earlier than November 30, 2008,upon which BORROWER or GUARANTORS shall breach this Forbearance Agreement. (3) Until such date, earlier than November 30,2008,upon which BORROWER shall, with the written consent of LENDER sell the Wizard Property. 3. Conditions Precedent to Forbearance.LENDER's obligation to forbear, as provided herein shall,be subject to the following terms and conditions: J) h AML (a) PasAiaqR4 ofkAgesf and Ge - GR;4GOM shall 1" r payment to cover the interest a a=this _t Agm g��3~�-A andfor fees required by (b) Execution of Forbearance Ag gement. OBLIGORS shall have executed this Forbearance Agreement, and shall have delivered the same to LENDER. Page 5 of 23