Unassociated Document


     

    Exhibit
10.1

    


    DEBENTURE
MODIFICATION

    AND
FOURTH EXTENSION AGREEMENT

    


    THIS
AGREEMENT is by and between Enable Holdings, Inc. (hereinafter referred to as
“Company”), and ________ (hereinafter referred to as the “Holder”), and shall
have an effective date as of the date it is fully executed by all of the parties
hereto.

    


    WITNESSETH:

    


    WHEREAS,
Company previously executed a Debenture in an original principal amount of
_____________ originally dated October 31, 2008 as extended on January 15, 2009,
April 10, 2009 and July 14, 2009, copies of which are attached hereto as Exhibit
A (hereinafter referred to as the “Debenture”); and

    


    WHEREAS,
the Debenture was a part of a bridge loan financing between the Company, the
Holder and several other lenders with an aggregate principal balance currently
totaling Two Million Four Hundred Fifty Thousand ($2,450,000) (the “Bridge Loan
Financing”); and

    


    WHEREAS,
the Company has commenced raising money for a Senior Convertible Debenture (the
“Convertible Debenture”) of up to Seven Million Five Hundred Thousand Dollars
($7,500,000) of which an amount of approximately One Million Three Hundred
Thousand Dollars ($1,300,000) has been raised; and

    


    WHEREAS,
the Holder herein agrees that the Debenture shall in all respects be treated
pari passu with the holders of the Convertible Debenture; and

    


    WHEREAS,
the Company desires, and the Holder agrees, to extend the term of payment for
this Debenture until September 15, 2009, along with the majority of the other
Bridge Loan Financing debentures; and

    


    WHEREAS,
other than what has been agreed upon in the Debenture Modification and Extension
Agreement, the Debenture Modification and Second Extension Agreement, the
Debenture Modification and Third Extension Agreement and this Debenture
Modification and Fourth Extension Agreement, the Company has complied with all
material terms of the Debenture up to the date of this extension;
and

    


    WHEREAS,
Company and Holder wish to modify the Debenture in accordance with the terms and
conditions contained herein.

    


    NOW,
THEREFORE, in consideration of the foregoing premises and the terms and
conditions, provisions and covenants contained herein, Company and Holder do
hereby agree as follows:

    


    
      	
               
      

            	
              1.

            	
              Interest
      Payments as set forth in Section 2 shall continue to be paid
      monthly.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              2.

            	
              The
      Holder agrees that all the rights, stipulations and conditions contained
      in the Debenture, and any and all mortgages securing repayment thereof
      shall be deemed pari passu with the rights, stipulations and conditions
      contained in the Convertible
Debenture.

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      Maturity Date shall be extended until September 15,
  2009.

            


    

    


    
      	
               
      

            	
              4.

            	
              All
      the rights, remedies, stipulations and conditions contained in the
      Debenture, and any and all mortgages securing repayment thereof, shall
      also apply to any default in or failure to pay the modified payments
      required hereunder.

            


    

    


    
      	
               
      

            	
              5.

            	
              Company
      shall make and execute any and all other documents as may be necessary or
      required to effectuate the terms and conditions of this
      Agreement.

            


    

    


    
      	
               
      

            	
              6.

            	
              Save
      and except for the modifications contained herein, the terms, conditions
      and provisions of the Debenture, and any and all mortgages securing
      repayment thereof, shall continue in full force and
  effect.

            


    

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the ___ day
of August, 2009.

     

     

    
      
        	ENABLE
      HOLDINGS, INC.	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	       	 	 	      	 
	
                      
                  By:

                

              	 	 	
              	 
	
                      
                  Its: