EXHIBIT
10.1

     

    FORBEARANCE
AGREEMENT

    


    THIS FORBEARANCE AGREEMENT
("Forbearance Agreement") is entered into effective March 31, 2009 between MH
FINANCIAL ASSOCIATES, LLC ("Lender"), MICROHELIX, INC., and MOORE ELECTRONICS,
INC. (together, "Borrower").

    


    RECITALS:

    


    A.           Pursuant
to a Third Agreement Regarding Amendment of Promissory Note (the "Agreement")
dated June 27, 2008, Borrower and Lender entered into a Third Amended and
Restated Promissory Note dated June 27, 2008 as modified by a Loan
Modification Agreement dated December 31, 2008 (the "Note") whereby Lender
agreed to provide an amended and restated term loan credit facility to
Borrower.

    


    B.           Pursuant
to the terms of the Agreement, Borrower is obligated to provide quarterly
internally prepared financial statements within 30 days after the close of each
quarter, together with compliance certificates executed by borrower's chief
financial officer.  Borrower failed to provide the financial
statements and compliance certificates.

    


    C.           Borrower
obtained a loan from Aequitas Capital Management, Inc. without obtaining
Lender's prior approval, which constitutes a default under the Agreement and the
Note.

    


    D.           Borrower
and Lender desire to enter into this Forbearance Agreement in order to set forth
the terms and conditions under which Lender will forbear from immediately
enforcing all of its available remedies against Borrower.

    


    E.           Capitalized
terms not otherwise defined herein shall have the meanings assigned to them in
the Note.

    


    AGREEMENT:

    


    1.           Acknowledgment and
Reaffirmation of Indebtedness.  Borrower acknowledges,
reaffirms and agrees that it unconditionally owes the Lender the full amount of
the indebtedness under the Note without setoff, defense, counterclaim or claim
of recoupment of any kind whatsoever and that Borrower's prior grant of security
interests in the Collateral to Lender is valid, perfected and enforceable
without defense, counterclaim or claim of recoupment of any kind
whatsoever.

    


    2.           Lender's Conditional
Forbearance.  Subject to the provisions of this Agreement and
the consideration as provided in Section 3 below, Lender will conditionally
forbear from immediately exercising its rights and remedies against Borrower and
the Collateral.  Lender's continued forbearance is and shall remain
subject to Borrower's complete, continuous and timely satisfaction of each of
the following conditions:

    


    2.1           Borrower
shall make all payments under the Note when due.

    


    2.2           Borrower
shall fully and timely perform, within any applicable cure period, all of its
obligations to Lender under the Agreement, the Note and under any other
agreements with Lender to which Borrower is a party (either now or in the
future).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Provided
that Borrower satisfies these conditions, and so long as there is no new Event
of Default, interest shall accrue at the non-default rate specified in the Note
and Lender will waive any late charges accrued to date as specified in the
Note.

    


    3.           Consideration.  In
consideration of Lender's waiver and conditional forbearance, Borrower hereby
releases and discharges Lender and Lender's members, managers, successors,
assigns, employees and attorneys, and each of them, of and from any and all
claims, demands, damages, suits, rights, defenses, offsets, or causes of action
of every kind and nature that Borrower has or may have as of the date it
executes this Forbearance Agreement, whether known or unknown, contingent or
matured, foreseen or unforeseen, asserted or unasserted, including without
limitation all claims for compensatory, general, special, consequential,
incidental, and punitive damages, attorney fees, and equitable relief, other
than Lender's obligations under this Forbearance Agreement and the Agreement (as
modified hereby or as subsequently modified), and documents related thereto,
arising on and after the date hereof.

    


    4.           No
Waiver.  Borrower acknowledges and agrees that, notwithstanding
anything to the contrary contained herein, the terms of this Forbearance
Agreement shall not serve to effect a novation as to the Note or any related
agreement, except as otherwise expressly provided for in this
Agreement.  Borrower further acknowledges and agrees that Lender has
not waived any of its rights or remedies against or with respect to Borrower or
the Collateral, whether with respect to the existing and continuing Events of
Default referred to herein or otherwise, except as otherwise expressly provided
for in this Forbearance Agreement.

    


    5.           Further
Assurances.  Upon Lender's written request, Borrower at its own
expense and at any time, will promptly and duly execute and deliver such further
instruments and documents and take such further actions as Lender may reasonably
request for the purposes of obtaining or preserving the full benefits of this
Forbearance Agreement and of the rights and powers granted to Lender herein and
under the terms of the Note and related agreements.

    


    6.           Expenses.  From
and after the effective date of this Forbearance Agreement, within ten (10)
business days after Lender's request, Borrower agrees to pay or reimburse Lender
for all of Lender's costs and expenses reasonably incurred in connection with
the enforcement or preservation of any rights under the Agreement, the Note,
this Forbearance Agreement, and any of the related agreements including, without
limitation, fees and disbursements of Lender's outside or in-house
counsel.

    


    7.           Non-Impairment.  This
Forbearance Agreement is a revision only (i.e., an amendment and modification of
Borrower's existing payment obligations to Lender under the Note) and not a
novation, and nothing contained herein shall in any way impair the Note or any
of the related agreements or alter, waive, annul, vary or affect any term,
provision, condition, covenant, right, power or remedy contained therein, it
being the intent of Borrower and Lender that the terms, provisions, conditions,
covenants, rights, powers and remedies contained in the Note and the related
agreements shall continue in full force and effect except as expressly modified
by the terms of this Forbearance Agreement.

    


    8.           Binding
Effect.  This Forbearance Agreement shall be binding upon the
successors and permitted assigns of the Borrower and shall inure to the benefit
of Lender and its successors and assigns.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    9.           Assignment.  Lender
reserves the right to transfer or assign, in its sole and absolute discretion,
and without notice to or consent by or from Borrower any or all of the powers,
rights, title and interests held by Lender under this Forbearance Agreement, the
Agreement, the Note and related agreements, or any other agreements between or
among Lender and Borrower.  This Forbearance Agreement, the Agreement,
the Note and related agreements may not be assigned by Borrower by operation of
law or otherwise, without Lender's prior written consent and any attempted
assignment without consent shall be void and without effect.

    


    10.           Counterparts; Facsimile
Signatures.  This Forbearance Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same
instrument.  Facsimile signatures shall be considered original
signatures for purposes of this Forbearance Agreement.

    


    11.           STATUTORY WRITING
REQUIREMENTS.  UNDER OREGON LAW MOST AGREEMENTS,
PROMISES AND COMMITMENTS MADE BY LENDER CONCERNING LOANS AND OTHER CREDIT
EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED
SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND
BE SIGNED BY LENDER TO BE ENFORCEABLE.

    


    IN WITNESS WHEREOF, the parties have
executed this Agreement, or caused their duly authorized representatives to
execute this Agreement, as of the date first above written.

    


    
      
        
          
            	
                    LENDER:

                  	 
      	
                    BORROWER:

                  
	 
      	 
      	 
      
	
                    MH
      Financial Associates, LLC

                  	 
      	
                    microHelix,
      Inc.

                  
	
                    By:

                  	
                    Aequitas
      Capital Management, Inc.,

                  	 
      	 
      	 
      
	 
      	
                    its
      Manager

                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    By:

                  	
                    /s/
      Patricia J. Brown

                  	 
      	
                    By:

                  	
                    /s/ James E. Horswill

                  
	 
      	
                    Patricia
      J. Brown, Senior Vice President

                  	 
      	 
      	
                    James
      E. Horswill, President

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                    Moore
      Electronics, Inc.

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                    By:

                  	
                    /s/ James E. Horswill

                  
	 
      	 
      	 
      	 
      	
                    James
      E. Horswill,
President