Unassociated Document


    EXHIBIT
      10.28

     

    
      	 	
              Private
                Client Group

              


              Merrill
                Lynch Business

              Financial
                Services Inc.

              222
                North LaSalle Street

              
                17th
                  Floor

              

            
	Merrill Lynch	
                       Chicago,
                Illinois 60601

              
                (312)
                  269-4428

                FAX:
                  (312) 499-3252

                


                March
                  14, 2007

              

            


    

     

    Mr.
      Dennis Key

    Aspect
      Systems, Inc.

    375
      East
      Elliot Road

    Suite
      6

    Chandler,
      AZ 85225

    


    Dear
      Mr.
      Key:

    


    Enclosed
      herewith is a Letter Agreement amending the underlying Loan Documents (as
      defined in the attached).

    


    Please
      note that, among other conditions in said Letter Agreement, in order for this
      agreement to become effective, one copy of the enclosed Letter Agreement must
      be
      fully executed and returned along with any required documents and payments
      to me
      within 5 days from the date hereof.

    


    If
      you
      have any questions, please call me at (312) 269-4428.

    


    Very
      truly yours,

    


    Merrill
      Lynch Business Financial Services Inc.

     

    
      	 	 	 	 	 
	By: 	
              /s/
                Martin Aguilera   

            	 	 	
            
	 	
              

              Martin
                Aguilera

              
                Vice-President

              

            	 	 	
            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      


      Very
        truly yours,

      


      Merrill
        Lynch Business Financial Services Inc.

       

      
        	 	 	 	 	 
	By: 	
                /s/
                  Martin Aguilera   

              	 	 	
              
	 	
                

                Martin
                  Aguilera

                
                  Vice-President

                

              	 	 	
              


      

    

     

    Accepted:

     

    ASPECT
      SYSTEMS, INC.

    
       

      
        	 	 	 	 	 
	By: 	
                /s/
                  Dennis Key

              	 	 	
              
	 	
                

                
                  Printed
                    Name: Dennis
                    Key 
                    Its:
                      CEO

                  

                

              	 	 	
              


      

      
        
          
             

            DND
              TECHNOLOGIES, INC.

             

          

          
            	 	 	 	 	 
	By: 	
                    /s/
                      Dennis Key

                  	 	 	
                  
	 	
                    

                    
                      
                        Printed
                          Name: Dennis
                          Key

                        
                          Its:
                            CFO

                        

                      

                    

                  	 	 	
                  


          

           

        

      

    

    
      	 	 	 	 
	
              /s/
                Douglas N. Dixon

            	 	 	
            
	
              

              DOUGLAS
                N. DIXON

            	 	 	
            

 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                
                  Private
                    Client Group

                  


                  Merrill
                    Lynch Business

                  Financial
                    Services Inc.

                  222
                    North LaSalle Street

                  17th
                    Floor

                

              
	Merrill Lynch	
                         Chicago,
                  Illinois 60601

                
                  (312)
                    269-4428

                  FAX:
                    (312) 499-3252

                  


                  March
                    14, 2007

                

              


      

       

    

    Aspect
      Systems, Inc.

    375
      East
      Elliot Road

    Suite
      6

    Chandler,
      AZ 85225

     

    Re:
      Amendment to the Forbearance Agreement 

    


    Dear
      Ladies and Gentleman:

    


    This
      Letter Agreement (the “Letter Agreement”) will serve to confirm certain
      agreements of Merrill Lynch Business Financial Services Inc. (“MLBFS”) and
      Aspect Systems, Inc. (“Customer”) with respect to: (i) that certain FORBEARANCE
      AGREEMENT
      (the
“Forbearance Agreement”) dated as of July 17, 2006 between MLBFS and Customer
      and the other Obligors (as that term is defined in Forbearance Agreement),
      (ii)
      that certain TERM
      LOAN AND SECURITY AGREEMENT No. 912852522
      dated as
      of May 14, 2004 between MLBFS and Customer (including any and all amendments
      and
      extensions or modifications thereof) (collectively the “Loan Agreement”), and
      (iii) all other agreements between MLBFS and Customer or any party who has
      guaranteed or provided collateral for Customer’s obligations to MLBFS (a
“Guarantor”) in connection therewith (collectively the “Other Agreement”; the
      Other Agreements, along with the FORBEARANCE
      AGREEMENT,
      and the
LOAN
      AGREEMENT
      are
      collectively, the “Loan Documents”). Capitalized terms used herein and not
      defined herein shall have the meaning set forth in the Loan
      Documents.

    


    Subject
      to the terms hereof, effective as of the “Effective Date” (as defined below),
      the Loan Documents are hereby amended as follows:

    


    (a)
      The
      term “Termination Date” of the “Forbearance Agreement” shall mean April 30,
      2007.

    


    (b)
      Documentation
      Fee.
      Customer
      acknowledges and agrees that as an additional inducement for MLBFS to enter
      into
      this Letter Agreement, Customer shall pay MLBFS a Documentation Fee (the
“Documentation Fee”) in the amount of $500.00. Customer agrees to pay the
      Documentation Fee with a check drawn on a non-Merrill Lynch checking account,
      and agrees that the Documentation Fee will be fully non-refundable once it
      has
      been paid.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)
      Subparagraph (ii) of Paragraph 7.1 of the Forbearance Agreement is hereby
      amended and restated to read in its entirety as follows:

    


    
      
        
          	
                	(ii)	
                  On
                    or before March 19, 2007 a payment in the amount of the sum of
                    (a)
                    $24,957.95 plus (b) all accrued interest to be applied towards
                    the
                    Debt.

                


        

      

    

    


    
      	
            	(iii)	
              On
                or before April 13, 2007 a payment in the amount of the sum of (a)
                $24,957.95 plus (b) all accrued interest to be applied towards the
                Debt.

            


    

    


    
      	
            	(iv)	
              On
                or before April 30, 2007 Obligors will be required to make a final
                payment
                in an amount equal to the then outstanding Debt, plus any of MLBFS’ out of
                pocket fees, interest and costs, including but not limited to attorneys’
                fees.

            


    

    


    Except
      as
      expressly amended hereby, the Loan Documents shall continue in full force and
      effect upon all of their terms and conditions. Customer and each Guarantor,
      for
      itself and by its respective employees, agents, servants and representatives,
      does jointly and severally completely release and forever discharge MLBFS and
      its parents, affiliates, subsidiaries, and divisions, and each such entity’s
      officers, directors, shareholders, employees, owners, partners, agents,
      successors, and assigns, of and from any and all causes of action, claims,
      or
      demands whatsoever, in law or in equity, whether now known or hereafter
      discovered, including but not limited to those that in any way pertain to the
      Loan Documents or arise from the conduct of MLBFS, its parents, affiliates,
      subsidiaries, and divisions. 

    


    By
      their
      execution of this Letter Agreement, the below-named Guarantors hereby consent
      to
      the foregoing modifications to the Loan Documents, and hereby agree that the
      “Obligations” under their respective Unconditional Guaranty and/or agreements
      providing collateral shall extend to and include the Obligations of Customer
      under the Loan Documents, as amended hereby.

    


    Customer
      and said Guarantors acknowledge, warrant and agree, as a primary inducement
      to
      MLBFS to enter into this Letter Agreement, that: (a) no Default or Event of
      Default has occurred and is continuing under the Loan Documents; (b) each of
      the
      warranties of Customer in the Loan Documents is true and correct as of the
      date
      hereof and shall be deemed remade as of the date hereof; (c) neither Customer
      nor any of said Guarantors have any claim against MLBFS or any of its affiliates
      arising out of or in connection with the Loan Documents or any other matter
      whasoever; and (d) neither Customer nor any of said Guarantors have any defense
      to payment of any amounts owing, or any right of counterclaim for any reason
      under, the Loan Documents.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Provided
      that no Event of Default or event which with the giving of notice, passage
      of
      time, or both, would constitute an Event of Default, shall then have occurred
      and be continuing under the terms of the Loan Documents, the amendments and
      agreements in this Letter Agreement will become effective on the date (the
      “Effective Date”) upon which

    


    
      	(a)  	
              Customer
                and all Guarantors shall have executed and returned the duplicate
                copy of
                this Letter Agreement;

            


      	 	 


    

    
      	(b)  	
              A
                copy of the Annual Financial Statement for fiscal year ending December
                31,
                2006;

            


      	 	 


    

    
      	(c)  	
              Copies
                of the monthly A/R Report, A/P Report and Inventory Report for month
                ending February 28, 2007;

            


      	 	 


    

    
      	(d)  	
              A
                copy of the Backlog Report clearly indicating upcoming
                projects;

            


      	 	 


    

    
      	(e)  	
              A
                copy of the Monthly Projections Report containing all cash and accounts
                projected to be received by Customer for a six month period ending
                September 30, 2007; and 

            


      	 	 


    

    
      	(f)  	
              A
                check in the amount of $500.00 drawn on a non-Merrill account for
                the
                Documentation Fee as stated above.

            


    

    


    Notwithstanding
      the foregoing, if Customer and the Guarantors do not execute and return the
      duplicate copy of this Letter Agreement within 5 Business Days from the date
      hereof, or if for any other reason (other than the sole fault of MLBFS) the
      Effective Date shall not occur within said 5 Business day period, then all
      of
      said amendments and agreements will, at the sole option of MLBFS, be
      void.