CYBRA Corporation: Exhibit 10.8 - Filed by newsfilecorp.com






FORBEARANCE AGREEMENT

     THIS FORBEARANCE AGREEMENT (the
“Agreement”) is dated as of March __, 2012 among the parties identified
on Schedule A that execute the signature page hereto (each a “Lender” and
collectively the “Lenders”), and CYBRA Corporation, a New York
corporation (“CYBRA”).

     WHEREAS, each of the Lenders is
presently the holder of a CYBRA 8% Convertible Debentures due April 10, 2011 (a
“Debenture”, and collectively, the “Debentures”) in the
outstanding principal amount as set forth on Schedule A. The Debentures were
initially issued pursuant to a Securities Purchase Agreement dated April 10,
2006 (“SPA”). All capitalized terms not otherwise defined herein shall have the
meanings set forth in the Debentures; 

     WHEREAS, the Lenders agree to
forebear from taking certain action as set forth in this Agreement;

     NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and
valuable consideration the receipt and adequacy of which are hereby
acknowledged, CYBRA and the Lenders agree as follows: 

     1.     Each
Lender for itself only agrees to forebear from taking any action to enforce
collection of its Debenture until the earlier of (i) December 31, 2012 or (ii)
the occurrence of a Material Adverse Event (the “Forbearance”). For
purposes of this Agreement, a “Material Adverse Event” shall mean any
eventhaving a Material Adverse Effect (as defined in the SPA).

     2.     This
Agreement shall be valid and enforceable against each of the Lenders once
Lenders holding a majority of the total outstanding principal balance of the
Debentures as set forth on Schedule A execute this Agreement.

     3.     In the
event any holder of a Debenture shall bring an action to enforce the terms of
its Debenture, the Forbearance shall be null and void, ab initio.

     4.     All
other terms and conditions of the Debentures, including the accrual of default
interest, liquidated damages, if any, and all obligation of CYBRA to the Lenders
shall remain in full force and effect and payable. The notice, forum selection
and choice of law provisions of the Debentures shall apply to this
Agreement.

     5.     This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to any
other party, it being understood that all parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile or
electronic transmission, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile or
electronic signature were an original thereof.

[REST OF THIS PAGE LEFT INTENTIONALLY BLANK]









FORBEARANCE AGREEMENT


Signature Page


     IN WITNESS WHEREOF, the parties hereto have caused this Forbearance Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


CYBRA


CYBRA Corporation


s/: Harold Brand

By: Harold Brand 

Its: Chairman and Chief Executive Officer

 






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FORBEARANCE AGREEMENT

Signature Page

LENDERS

	Alpha Capital Anstalt 	Ellis International, Ltd. 
	 	 
	s/Konrad Ackerman    	s/Mendy Sheen 
	By: Konrad Ackerman 	By: Mendy Sheen 
	Its: Director 	Its: Director 
	 	 
	Brio Capital LP 	Sam Rothman 
	 	 
	s/ Shaye Hirsch 	s/Sam Rothman 
	By: Shaye Hirsch 	  
	Its: Manager of its GP 	  
	 	 
	Otto Weingarten 	Nathan Retek 
	 	 
	s/Otto Weingarten 	s/ Nathan Retek 
	 	 
	Abraham Gross 	Sarah Katz 
	 	 
	s/ Abraham Gross 	s/Sarah Katz 
	 	 
	Reuven Kaufman 	Tova Weisz / Jessica Weisz 
	 	 
	s/Reuven Kaufman 	________________________
	 	 
	United Ten Foundation 	Sharei Chaim AT 
	 	 
	s/Abraham Hoffman 	________________________    
	By: Abraham Hoffman 	By:_____________________ 
	Its: Pres. 	Its:_____________________ 
	  	  
	  	  
	Designs by FMC,
      Inc. 	  
	 	 
	________________________	 
	By: William Nussen 	  
	Its:_____________________	  


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Schedule A


	Lender 	Note
      Principal 
	Alpha Capital
      Anstalt 	$390,000 
	Otto Weingarten
	$250,000 
	Ellis
      International, Ltd. 	$115,000 
	Brio Capital LP
	$60,000 
	Sam Rothman 	$50,000 
	Nathan Retek 	$20,000 
	Abraham Gross 	$60,000 
	Sarah Katz 	$100,000 
	Designs by FMC,
      Inc. Wiliam Nussen 	$100,000 
	United Ten
      Foundation, Abraham Hoffman 	$100,000 
	Sharei Chaim AT
	$75,000 
	Reuven Kaufman 	$50,000 
	Tova Weisz /
      Jessica Weisz 	$50,000 
	   
                         
                         
               Total 	$1,420,000 



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