Exhibit
      10.1




**FORBEARANCE
      AGREEMENT**





THIS
      FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of November 12, 2007
      (the “Closing Date”), by and between **SOLUTION
      TECHNOLOGY INTERNATIONAL, INC.** ,
      a
      corporation organized and in good standing in the State of Delaware (the
“Borrower”), whose address is Garrett Information Enterprise Center, 685 Mosser
      Road, Suite 11, McHenry, Maryland 21541 and **CROSSHILL
      GEORGETOWN CAPITAL, L.P.** **,** whose
      address is 201 North Union Street, Suite 300, Alexandria, Virginia 22314 (the
      “Lender”).





RECITALS




A.  The
      Lender provided the Borrower with a secured line of credit in the original
      maximum principal amount of Seven Hundred Fifty Thousand Dollars ($750,000)
      (the
“Loan”) pursuant to the terms of that certain Loan and Security Agreement dated
      January 10, 2003 between the Borrower and Lender (the Loan and Security
      Agreement, as thereafter amended from time to time, is hereinafter called the
      “Loan Agreement”).





B.  The
      Obligations under the Loan are secured by the Collateral described in the Loan
      Agreement.





C.  The
      Loan
      matured on April 30, 2007 and the Borrower has not repaid all of the Obligations
      on the Revolving Maturity Date as required under the Loan Documents. The failure
      to pay the Obligations in full on the Revolving Maturity Date constitutes an
      Event of Default (the “Existing Default”) under the Loan Documents.





D.  The
      Borrower has requested
      that the Lender forbear from exercising its rights and remedies as a result
      of
      the Existing Default and the Lender has agreed to forbear as provided in this
      Agreement.





AGREEMENTS





NOW
      THEREFORE, in consideration of the premises, the mutual agreements herein
      contained, and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the Borrower and the Lender hereby
      agree as follows:





1.  RECITALS
      AND DEFINITIONS .
      The
      Borrower and the Lender agree that the Recitals above are a part of this
      Agreement and are correct in all material respects. Unless otherwise expressly
      defined in this Agreement, terms defined in the Loan Agreement shall have the
      same meaning under this Agreement.





2.  OUTSTANDING
      LOAN AMOUNTS .
      The
      Borrower agrees that as of October 25, 2007, the outstanding principal balance
      under the Loan is $640,000.00, interest has been paid through October 1, 2007.
      The Borrower acknowledges and agrees that all principal and interest are due
      without offset or defense of any kind or nature and that as of the Closing
      Date,
      the Borrower is unable to pay the Obligations in full. The unpaid Obligations
      continue to accrue interest at the fixed rate of twelve percent (12%) per annum
      (the “Interest Rate”) of which seven and a half percent (7.50%) represent
      regular interest and four and a half percent (4.50%) penalty
      interest.





3.  NO
      FURTHER ADVANCES. From and
      after the Closing Date, no further Advances will be permitted, or requested,
      by
      Borrower, under the Loan Agreement.








4.  REPAYMENT .
      During
      and after the Forbearance Period (as hereinafter defined), the Borrower shall
      continue to make payments of interest and principal as follows:


**Principal
                  and Interest**
                **Payment:**
              
              **Payable:**
              
              **Estimated
                  Payment**
                **Periods:**$140,000
                  plus regular interest due
              
              When
                  the Borrower receives the initial $500,000 in equity investment
                  including
                  regular interest due as part of a $3M equity investment under
                  negotiation.
              
              On
                  or about November 15, 2007$300,000
                  plus regular interest due
              
              When
                  the Borrower receives a subsequent $1,000,000 investment as part
                  of a $3M
                  equity investment currently under negotiation.
              
              On
                  or about December 31, 2007$200,000
                  plus regular and penalty interest, and applicable forbearance
                  fees
              
              When
                  the Borrower receives the final $1,500,000 investment as part of
                  a $3M
                  equity investment under negotiation.
              
              On
                  or about March 31, 2008**Alternative
                  Payment Scenario:**$640,000
                  plus regular & penalty interest and forbearance fees
              
              If
                  Borrower receives the entire $3M equity investment as a single
                  investment
                  then the Borrower will pay the entire outstanding principal amount,
                  regular and penalty interest, and forbearance fees
              
              On
                  or before December 31,
                  2007


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All
      unpaid Obligations, including, without limitation, all accrued and unpaid
      interest, principal and all unpaid Forbearance Fees shall be due and payable
      on
      the termination of the Forbearance Period.





5.  FORBEARANCE
      FEE . In
      addition to all other fees payable by the Borrower under this Agreement, in
      consideration of the Lender’s willingness to enter into this Agreement, the
      Borrower shall pay to the Lender a non refundable fee in an amount equal to
      two
      percent (2.0%) of the highest unpaid balance of the Obligations during any
      calendar month or any portion of a calendar month (the “ **Forbearance
      Fee** ”).
      The
      Forbearance Fee shall be calculated on the first day of each month for the
      immediately preceding calendar month and shall be added to the unpaid principal
      balance of the Obligations. The Forbearance Fee is considered earned on the
      first day of each month and is not refundable. The Forbearance Fee shall be
      paid
      in full on the termination of the Forbearance Period.





6.  FORBEARANCE
      PERIOD .
      During
      the period from the Closing Date until the earlier of (the “ **Forbearance
      Period** ”)
      (a)
      March 31, 2008 or (b) the occurrence of a Forbearance Default (as hereinafter
      defined), the Lender agrees that it will not take any further action against
      Borrower or exercise or enforce any right or remedy provided for in the Loan
      Documents or otherwise available to it, at law or in equity (including taking
      any action against any property in which Borrower has any interest). All unpaid
      Obligations shall be due and payable in full on the termination of the
      Forbearance Period.





7.  ADDITIONAL
      FEES .
      The
      Borrower shall pay the Lender all out-of-pocket costs, fees and expenses
      incurred by or on behalf of the Lender in connection with the preparation,
      negotiation, execution and delivery of this Agreement and any and all of the
      other documents related hereto, including, without limitation, the Lender’s
      legal fees and expenses.





8.  CONSISTENT
      CHANGES .
      The
      Loan Documents are hereby amended wherever necessary to reflect the changes
      described above.




9.  CONTINUING
      VALIDITY .
      The
      Borrower understands and agrees that in entering into this Agreement, Lender
      is
      relying upon Borrower’s representations, warranties, and agreements, as set
      forth in the Loan Documents. Except as expressly modified pursuant to this
      Agreement, the terms of the Loan Documents remain unchanged and in full force
      and effect. The Lender’s agreement to modifications to the existing Obligations
      pursuant to this Agreement in no way shall obligate Lender to make any future
      modifications to the Obligations. Nothing in this Agreement shall constitute
      a
      satisfaction of the Obligations. It is the intention of Lender and the Borrower
      to retain as liable parties all makers and endorsers of Loan Documents, unless
      the party is expressly released by Lender in writing. No maker, endorser, or
      guarantor will be released by virtue of this Agreement. The terms of this
      paragraph apply not only to this Agreement, but also to all subsequent
      modification agreements.


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10.  REPRESENTATIONS
      OF THE BORROWER .
      The
      Borrower warrants and represents to the Lender as follows:




(a)  The
      Borrower has no defenses, affirmative or otherwise, rights of setoff, rights
      of
      recoupment, claims, counterclaims, actions or causes of action of any kind
      or
      nature whatsoever against the Lender or any past, present or future agent,
      attorney, legal representative, predecessor-in-interest, affiliate, successor,
      assign, employee, director or officer of the Lender, directly or indirectly,
      arising out of, based upon, or in any manner connected with, any transaction,
      event, circumstance, action, failure to act, or occurrence of any sort or type,
      whether known or unknown, which occurred, existed, was taken, permitted, or
      began prior to the execution of this Agreement and accrued, existed, was taken,
      permitted or begun in accordance with, pursuant to, or by virtue of the
      Obligations or any of the terms or conditions of the Loan Documents, or which
      directly or indirectly relate to or arise out of or in any manner are connected
      with the Obligations or any of the Loan Documents; TO THE EXTENT ANY SUCH
      DEFENSES, AFFIRMATIVE OR OTHERWISE, RIGHTS OF SETOFF, RIGHTS OF RECOUPMENT,
      CLAIMS, COUNTERCLAIMS, ACTIONS OR CAUSES OF ACTION EXIST OR EXTEND, SUCH
      DEFENSES, RIGHTS, CLAIMS, COUNTERCLAIMS, ACTIONS AND CAUSES OF ACTION ARE HEREBY
      FOREVER WAIVED, DISCHARGED AND RELEASED.




(b)  The
      Borrower has freely and voluntarily entered into this Agreement after an
      adequate opportunity and sufficient period of time to review, analyze and
      discuss all terms and conditions of this Agreement and all factual and legal
      matters relevant hereto with counsel freely and independently chosen by it.
      The
      Borrower further acknowledges that it has actively and with full understanding
      participated in the negotiation of this Agreement after consultation and review
      with its counsel and that this Agreement has been negotiated, prepared and
      executed without fraud, duress, undue influence or coercion of any kind or
      nature whatsoever having been exerted by or imposed upon any party to this
      Agreement.




(c)  As
      of the
      date hereof, there are no proceedings or investigations pending or, so far
      as
      the Borrower knows, threatened against it, before any court or arbitrator or
      any
      governmental, administrative or other judicial authority or agency.




(d)  There
      is
      no statute, rule, regulation, order or judgment, no charter, by-law or
      preference stock provision with respect to the Borrower, and no provision of
      any
      mortgage, indenture, contact or other Agreement binding on the Borrower or
      any
      of its properties which would prohibit or cause a default under or in any way
      prevent the execution, delivery, performance, compliance or observance of any
      of
      the terms or conditions of this Agreement.




(e)  The
      Borrower has not voluntarily or involuntarily, granted any liens or security
      interests to any creditor not previously disclosed to the Lender in writing
      on
      or before the date of this Agreement or taken any action or failed to take
      any
      action which could or would impair, change, jeopardize or otherwise adversely
      affect the priority, perfection, validity or enforceability of any liens or
      securing interests securing all or any portion of the Obligations or the
      priority or validity of the Lender’s claims with respect to the Obligations
      relative to any other creditor of the Borrower.





(f)  The
      Borrower has the full legal right, power and authority to enter into and perform
      its obligations under this Agreement, and the execution and delivery of this
      Agreement and the other Forbearance Documents by The Borrower and the
      consummation by the Borrower of the transactions contemplated hereby and thereby
      and performance of their obligations hereunder and thereunder have been duly
      authorized by all appropriate action (corporate or otherwise).





(g)  This
      Agreement and the Loan Documents to which it is a party constitutes the valid,
      binding and enforceable Agreement of the Borrower, enforceable against the
      Borrower in accordance with the terms thereof.


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11.  NO
      WAIVER OF RIGHTS OR REMEDIES .
      The
      Borrower acknowledges and agrees that the Lender (i) shall retain all rights
      and
      remedies it may have with respect to the Obligations under the Loan Documents
      and the Borrower’s failure to honor or otherwise comply with said Obligation
      (such rights and remedies are hereinafter collectively referred to as “Default
      Rights”), and (ii) shall have the right to exercise and enforce such Default
      Rights immediately upon termination of the Forbearance Period. The Borrower
      further agree that the exercise of any Default Rights by the Lender upon
      termination of the Forbearance Period shall not be affected by reason of this
      Agreement, and the Borrower shall not assert as a defense thereto the passage
      of
      time, estoppel, laches or any statute of limitations to the extent that the
      exercise of any Default Rights was precluded by this Agreement.




12.  OTHER
      OBLIGATIONS .
      All of
      the obligations under the Loan Documents, except to the extent modified or
      altered by the terms of this Agreement or waived in writing by the Lender,
      shall
      remain in full force and effect and unchanged.





13.  TERMINATION .





(a)  The
      Forbearance Period shall terminate automatically and without notice to the
      Borrower upon the occurrence of a Forbearance Default. The occurrence of any
      Forbearance Default shall automatically and without further notice constitute
      an
      immediate Event of Default under the Loan Agreement and each of the Loan
      Documents.





(b)  For
      purposes hereof, the Borrower shall be in default (each, a “Forbearance
      Default”) if:





(i)  the
      Borrower fails to observe, perform, or comply with any of the terms, conditions
      or provisions of this Agreement, as and when required;





(ii)  any
      additional Events of Defaults shall occur under any of the Loan Documents,
      as
      modified hereby;





(iii)  any
      recital, representation or warranty made by the Borrower herein, in any document
      executed and delivered in connection herewith, or in any report, certificate,
      financial statement or other instrument or document previously, now or hereafter
      furnished by or on behalf of the Borrower in connection with this Agreement,
      shall prove to have been false, incomplete or misleading in any material respect
      on the date as of which it was made;





(iv)  a
      material impairment in the perfection or priority of Lender’s security interest
      in the Collateral occurs; and





(v)  with
      respect to any evidence of indebtedness or liability of the Borrower for
      borrowed money (other than the Loan) if the effect of such default is to
      accelerate the maturity of such evidence of indebtedness or liability or to
      permit the holder or obligee thereof to cause any indebtedness to become due
      prior to its stated maturity.





Upon
      termination of the Forbearance **** Period,
      should the Obligations not be paid and satisfied in full, the Lender shall
      without further notice of any kind be entitled to immediately pursue its various
      rights and remedies in accordance with the Loan Documents, including the Default
      Rights, against the Borrower, all Collateral given to secure the Obligations
      or
      any other Person liable therefor.


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14.  HEADINGS .
      Descriptive headings are for convenience only and will not control or affect
      the
      meaning or construction of any provision of this Agreement.





15.  SUCCESSORS
      AND ASSIGNS .
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and each of their respective heirs, personal representatives, successors and
      assigns.





16.  TIME
      OF ESSENCE .
      Time is
      of the essence of this Agreement.





17.  COUNTERPARTS .
      This
      Agreement may be executed in any number of duplicate originals or counterparts,
      each of such duplicate originals or counterparts shall be deemed to be an
      original and all taken together shall constitute but one and the same
      instrument. The parties further agree that facsimile signatures shall be binding
      on all parties and have the same force and effect as original
      signatures.





18.  GOVERNING
      LAW .
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the Commonwealth of Virginia. The parties agree that any cause of action
      pertaining to this agreement shall be heard in the federal or state courts
      of
      the Commonwealth of Virginia.





19.  SEVERABILITY .
      In case
      one or more provisions contained in this Agreement shall be invalid, illegal,
      or
      unenforceable in any respect under any law, the validity, legality and
      enforceability of the remaining provisions contained herein shall remain
      effective and binding and shall not be affected or impaired
      thereby.





20.  AMENDMENTS .
      This
      Agreement may be amended, modified or supplemented only by written agreement
      signed by all parties hereto. No provision of this Agreement may be waived
      except in writing signed by the party against whom such waiver is sought to
      be
      enforced.





21.  ENTIRE
      AGREEMENT .
      This
      Agreement and the Loan Documents set forth the entire agreement and
      understanding of the parties hereto with respect to payment of the Obligations
      and performance of the obligations, superseding all prior representations,
      understandings and agreements, whether written or oral.





22.  EFFECTIVE
      DATE .
      This
      Agreement shall be effective immediately upon the execution and delivery of
      this
      Agreement by all Persons who are parties hereto. If this Agreement is not
      executed by the Borrower and returned to the Lender by Noon on May __, 2007,
      this offer to forbear set forth in this Agreement shall automatically and
      without further notice be terminated and the Lender may exercise any and all
      of
      its rights under the Loan Documents.


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23.  EXPENSES .
      The
      Borrower agrees to pay to the Lender on demand all out-of-pocket costs, fees
      and
      expenses incurred by or on behalf of the Lender in connection with the
      preparation, negotiation, execution and delivery of this Agreement and any
      and
      all of the other Documents related hereto and all other reasonable out-of-pocket
      costs, fees and expenses, incurred by, or on behalf of the Lender in connection
      with the enforcement, preservation, or collection of the Obligation and/or
      this
      Agreement, including, without limitation, reasonable attorneys fees and
      expenses, and recordation and filing fees and taxes (collectively, the
“Enforcement Costs”). Such Enforcement Costs shall be deemed to be part of the
      Obligations and shall be payable upon demand.





[SIGNATURES
      BEGIN ON THE FOLLOWING PAGE]


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IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed and
      delivered under seal by the duly authorized representatives as of the date
      and
      year first written above.





WITNESS/ATTEST:
            
            **BORROWER:****SOLUTION
                TECHNOLOGY INTERNATIONAL, INC.**By:(SEAL)Name:
            Dan
                JonsonTitle:
            President**LENDER:****CROSSHILL
                GEORGETOWN CAPITAL, L.P.**By:(SEAL)Name:Title:





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