Unassociated Document


    Merrill
      Lynch

    


    


    FORBEARANCE
      AGREEMENT
      
        

        

      

       

    

    This
      FORBEARANCE
      AGREEMENT
      (the
“Forbearance
      Agreement”)
      is
      entered into as of July 17, 2006 and will serve to confirm certain agreements
      of
MERRILL
      LYNCH BUSINESS FINANCIAL SERVICES INC.
      (“MLBFS”),
      Aspect
      Systems, Inc, (“Customer”),
      DND
      Technologies, Inc. (“DND”),
      and
      Douglas N. Dixon (“Dixon”)
      with
      respect to the following:

    


    
      	i)  	
              A
                certain Term
                LOAN AND SECURITY AGREEMENT No. 912852522
                dated as of May 14, 2004 between MLBFS and Customer, as thereafter
                supplemented, renewed, extended and/or amended including but not
                limited
                to that certain Letter
                Agreement dated as of May 17, 2006
                (the “Loan
                Agreement”);

            


    

    


    
      	ii)  	
              A
                certain UNCONDITIONAL
                GUARANTY
                dated as of May 14, 2004 respectively, and given to MLBFS by Dixon
                (the
                “Personal
                Guaranty”);

            


    

    


    
      	iii)  	
              A
                certain UNCONDITIONAL
                GUARANTY
                dated as of November 4, 2005 respectively, and given to MLBFS by
                DND
                respectively (the “Business
                Guaranty);

            


    

    


    
      	iv)  	
              All
                other agreements between MLBFS and Customer, Dixon, and DND or any
                other
                party who at any time has guaranteed or provided collateral, or will
                hereinafter guarantee or provide collateral (a “Guarantor”,
                or, if plural, “Guarantors”),
                for Customer’s
                obligations to MLBFS in connection therewith (the “Additional
                Agreements”).

            


    

    


    For
      purposes of this Forbearance Agreement, (i) Customer, Dixon, DND, and
      Guarantor(s) are collectively referred to as the “Obligors”,
      and
      (ii) the Loan Agreement, the Letter Agreement, the Personal Guaranty, the
      Business Guaranty and Additional Agreements are collectively referred to as
      the
“Loan
      Documents.”
      Capitalized terms used herein and not defined herein shall have the meaning
      set
      forth in the Loan Documents.

    


    RECITALS

    


    1.
      On
      June 15, 2006 the Letter Agreement extending the termination date expired on
      its
      own terms and conditions. Upon maturity of the Loan Agreement the entire
      indebtedness became immediately due and payable in full.

    


    2.
      Obligors and MLBFS have had ongoing negotiations regarding the repayment of
      the
      Obligations, and such negotiations have not, prior to the date hereof, resulted
      in any written or executed agreements.

    


    3.
      Obligors represented to MLBFS that they are unable to fully repay the
      Obligations at this time and have thereupon requested (i) that MLBFS forbear
      from exercising its rights and remedies under the Loan Documents, and (ii)
      that
      MLBFS defer the full collection of the Obligations while Obligors seek
      alternative financing to fully repay the Obligations owed to MLBFS.

    


    4.
      As a
      result of their inability to fully repay the Obligations at this time, and
      to
      allow Obligors time to seek alternative financing, MLBFS has agreed (i) to
      forbear from exercising its rights and remedies under the Loan Documents
      pursuant to the terms and conditions hereof, and (ii) to defer the full
      collection of the Obligations until the Termination Date (as hereinafter
      defined), subject to Obligors’
      full and
      complete compliance with all of the terms set forth in this Forbearance
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    AGREEMENT

    


    Accordingly,
      in consideration of the premises and of the mutual covenants herein, the receipt
      and sufficiency of which are hereby acknowledged, the parties hereby agree
      as
      follows:

    


    1.
      Recitals.
      The
      Recitals are true, accurate and complete, are not misleading in any material
      respect, constitute a material part of this Forbearance Agreement, and are
      incorporated by reference as if fully set forth herein.

    


    2.
      Acknowledgment
      of Defaults and Events of Default.
      Obligors
      acknowledge and agree: (i) that one ore more Events of Default have occurred
      and
      are continuing under the Loan Documents; (ii) that Obligors have waived (and
      hereby waive) any requirement that MLBFS provide further written notice that
      any
      Default or Event of Default has occurred under the Loan Documents; (iii) that
      the Events of Default are continuing without timely cure; (iv) that all amounts
      outstanding under the Loan Documents have been accelerated and are immediately
      due and payable in full, and (v) that MLBFS has not waived any of the Events
      of
      Default, or any of MLBFS’
      rights
      and remedies with respect to the Events of Default, in any respect.


    


    3.
      Exercise
      of Remedies.
      Obligors
      acknowledge that (i) since the occurrence of the Events of Default, MLBFS has
      had and continues to have the right to exercise any remedies it may have under
      the Loan Documents, including, without limitation, the right to declare the
      principal of and interest on the WCMA Loan Balance and all Obligations and
      all
      other amounts owed to MLBFS to be forthwith due and payable; and (ii)
      MLBFS’
      exercise
      of any remedies under the Loan Documents or applicable law, should they be
      pursued by MLBFS, would be in all respects adequate and proper.

    


    4.
      Indebtedness.
      Obligors
      acknowledge that the total sum owed to MLBFS, as of the open of business on
      July
      16, 2006, is as to the Loan Agreement; (a) $689,602.03,
      consisting of $582,162.31
      in
      principal, $19,157.65
      in
      accrued and unpaid interest with respect to the Term Loan, $9,349.53
      in
      accrued and unpaid late fees, $70,626.84
      in
      accrued and unpaid legal expenses, $8,117.68
      in
      accrued and unpaid Appraisal Expenses, $188.02
      in other
      fees; plus
      (b)
      additional interest that has accrued or will accrue after July 16, 2006, and
      (c)
      all costs and attorneys’
      fees
      incurred by MLBFS in connection with its efforts to collect the amounts owed
      by
      Obligors under the Loan Documents and (d) all costs and attorneys’
      fees
      incurred by MLBFS in connection with its efforts to collect the amounts owed
      by
      Obligors under the Loan Documents (collectively referred to the “Term
      Obligations”
      or the
“Debt”).
      Obligors further acknowledge and agree that the Debt remains outstanding and
      unpaid, is due and payable in full without offset, deduction or counterclaim
      of
      any kind, and is subject to increase or adjustment as a result of any interest,
      fees and other charges of any kind, including, without limitation,
      attorneys’
      fees and
      costs of collection. Obligors further agree that the Debt and all interest
      imposed under the Loan Documents through the date of this Forbearance Agreement,
      and all fees and other charges that have been collected from or imposed with
      respect to the Loan Documents, including, without limitation,
      attorney’s
      fees
      and costs of collection, were and are agreed to, and have been properly
      computed.

    


    4.
      Loan
      Documents.

    


    
      	 	
              (a)
                Obligors acknowledge and agree (i) that the Loan Documents are legal,
                valid and binding obligations of Obligors and are enforceable in
                accordance with their terms by MLBFS, and (ii) that Obligors have
                no
                defenses, counterclaims or rights of set-off which would affect
                MLBFS’
                ability to enforce the Loan Documents. If Obligors have any such
                defenses,
                counterclaims or rights of setoff, Obligors, through their execution
                of
                this Forbearance Agreement, hereby waive such defenses, counterclaims
                or
                rights of setoff. Furthermore, Obligors acknowledge and agree that
                Obligors were notified that the Term Loan was with all respects terminated
                and all amounts outstanding thereon were duly accelerated and were
                then
                immediately due and payable; and the Obligors affirm and agree that
                such
                Debt remains and continues to be due and payable. Except as expressly
                amended hereby, the Loan Documents shall continue in full force and
                effect
                upon all of their terms and conditions.


            


    

     

    
      
        
        

      

      
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              (b)
                No offsets. Obligors acknowledge and agree (i) that the Debt has
                been
                accelerated and is just, true and unpaid; (ii) that Obligors are
                jointly
                and severally obligated to pay the Debt in full; (iii) that all payments,
                credits and set offs have been applied against the Debt; (iv) that
                there
                are no offsets, defenses or counterclaims with respect to the Debt;
                (v)
                that there are no claims or defenses in the abatement or reduction
                of the
                Debt; (vi) that Obligors have no other claims whatsoever against
                MLBFS;
                (vii) that MLBFS has performed fully all obligations that it had,
                may have
                had, or now has under the Loan Documents, and (viii) that MLBFS has
                no
                obligation to make any additional loans or extensions of credit to
                or for
                the benefit of any of the Obligors, except as expressly set forth
                in this
                Letter Agreement.

            


    

    


    6.
      Representations
      of Obligors.
      In
      addition to any representations set forth in the Loan Documents, all of which
      are hereby ratified and confirmed in all respects, each of the Obligors
      represent that: (i) Customer is a Limited Liability Company that is organized,
      validly existing, and in good standing under the laws of the State of Arizona;
      (ii) MLBFS has a first lien and security interest in the Collateral, (iii)
      none
      of the Collateral is subject to any lien, encumbrance or security interest
      other
      than the liens and security interests of MLBFS; (iv) no litigation, arbitration,
      administrative or governmental proceedings are pending or, to the knowledge
      of
      Obligors, threatened against any Obligor, which would, if adversely determined,
      materially and adversely affect the liens and security interests of MLBFS
      hereunder or under any of the Loan Documents, the financial condition of any
      Obligor or the continued operations of any Obligor; and (v) Customer’s
      principal place of business is 375 East Elliot Road, Suite 6, Chandler, AZ
      85225.

    


    7.
      Obligations
      of Obligors.
      In
      exchange for MLBFS’
      agreement to forbear from exercising its rights and remedies under the Loan
      Documents and applicable law until the Termination Date, the Obligors hereby
      represent, warrant and agree as follows: 

    


    7.1
      Payments.
      In
      exchange for MLBFS’
      agreement to forbear, Obligors hereby promise and agree to pay to the order
      of
      MLBFS, at the times and in the manner set forth below, the following
      payments:

    


    (i)
      On or
      before August
      1, 2006,
      and on
      or before the First (1st)
      calendar day of each calendar month thereafter through and including until
      March
      1st,
      2007,
      a
      payment in amount equal to the sum of; (i) accrued interest at the Interest
      Rate, and (ii) $24,957.95. 

    


    (ii)
      On
      or before March
      31, 2007,
      the
      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.

    


    All
      of
      the payments set forth in Paragraph 7.1 are due on the date specified with
      a
five-day
      (5) grace period,
      and
      shall be sent to either: (i) Merrill Lynch Business Financial Services, Inc.,
      222 North LaSalle Street, 17th Floor, Chicago, IL 60601 Attention: Martin
      Aguilera, or (ii) 2356 Collections Center Drive, Chicago IL 60693. Each payment
      received hereunder shall be applied first
      to any
      fees and expenses of MLBFS payable by Customer under the terms of the Loan
      Agreement (including, without limitation, late charges), next
      to
      accrued interest at the Interest Rate, with
      the
      balance applied on account of the unpaid principal hereof, or in such other
      manner as the holder hereof may hereinafter determine from time to time for
      the
      allocation of such payments thereof.

    


    7.2
      Interest
      Rate.
      Obligors
      acknowledge, understand and agree that the Interest Rate on the Debt shall
      mean
      a variable per annum rate equal to the sum of (i) 4% plus (ii) the rate from
      time to time published in the “Money
      Rates”
      section
      of The
      Wall Street Journal
      as being
      the “Prime
      Rate”
      (or, if
      more than one rate is published as the Prime Rate, then the highest of the
      such
      rates). The Interest Rate will change as of the date of publication in
The
      Wall Street Journal
      of a
      Prime Rate that is different from that published on the preceding Business
      Day.
      In the event that The
      Wall Street Journal
      shall,
      for any reason, fail or cease to publish the Prime Rate, MLBFS will choose
      a
      reasonably comparable index or source to use as the basis for the Interest
      Rate.

    


    7.3
      Default
      Interest Rate.
      Obligors
      acknowledge, understand and agree that the term “Default
      Interest Rate”
      shall
      mean a rate equal to the sum of (a) Eight percent (8%) per annum, and (b) the
      Interest Rate. Upon the occurrence and during the continuance of a Default
      Event, Default or Event of Default, the Interest Rate may be increased to the
      “Default
      Interest Rate”,
      as
      herein provided. 

     

    
      
        
        

      

      
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    7.4
      Additional
      Financial Requirements.
      Pursuant
      to the terms of the Loan Documents regarding the financial statements and
      information and other general or business information and statements to be
      furnished to MLBFS in accordance with Loan Documents, Obligors shall provide
      or
      cause to be provided upon execution of this Forbearance Agreement to MLBFS,
      with
      the following financial information at the following dates and time, all of
      which shall be in reasonable detail and certified by Customer’s
      chief
      financial officer or chief executive:

    


    
      	A.  	
              Monthly
                A/P Aging. Within fifteen (15) days after the close of each fiscal
                quarter
                of Customer, a copy of the Accounts Payable Aging of
                Customer.

            


    

    


    
      	B.  	
              Deposit
                Reports: Within fifteen (15) days after the close of each fiscal
                month of
                Customer a copy of the Customer’s
                deposit report. Said report will indicate any and all deposits which
                have
                been made by the Customer’s
                clients for purchase orders.

            


    

    


    7.5
      Collateral
      Appraisal and Inspection.
      Obligors
      shall agree that MLBFS shall retain the right, but not the obligation, to
      inspect the Collateral and/or retain the services of a third party firm (said
      third party firm(s) shall be selected by MLBFS in its sole and absolute
      discretion) for the purpose of conducting a field examination/asset based audit
      and/or an appraisal of the Collateral. Obligors understand and unconditionally
      agree that any such inspection, field examination, or appraisal of the
      Collateral shall be for the sole benefit of MLBFS, and MLBFS shall not be
      obligated to provide the Obligors with any information regarding said
      inspections, field examinations, or appraisals. Furthermore, the Obligors agree
      and understand that the Obligors shall be solely responsible for the cost of
      conducting said field examination/asset based audit and/or appraisal of the
      Collateral (the “Appraisal
      Expense”).
      The
      Obligors agree to immediately reimburse MLBFS for the Appraisal Expense. The
      Obligors shall agree that MLBFS (and/or its authorized representatives) shall
      be
      given full access to the Customer’s
      properties (both real and personal), operations, Location(s) of Tangible
      Collateral.

    


    7.6
      Subordination
      of Notes Payable to Douglas N. Dixon.
      Any
      notes payable (or amounts, or accrued salary) to Douglas N. Dixon (“Dixon”)
      shall
      be subordinated to MLBFS, until such time that MLBFS is paid in full. Provided
      that the Customer (or the Obligors) is not in default under the terms of this
      Forbearance Agreement, MLBFS will allow monthly principal payments in the amount
      of $6,250.00. Additional payments for interest will not be allowed. Payments
      shall be made on the 30th
      of each
      calendar month. In the event of default, the Customer and Douglas N. Dixon
      agree
      that upon notice by MLBFS the Customer shall cease making any payments on
      account of the note payable to Douglas N. Dixon. As of the Customer’s
      March
      31, 2006 Interim Financials the aggregate amount due to Douglas N. Dixon is
      $490,936.00.

    


    7.7
      Subordination
      of Notes Payable to Lynn Brewer.
      Any
      notes payable (or earnouts, or accrued salary) to Lynn Brewer (“Brewer”)
      shall
      be subordinated to MLBFS, until such time that MLBFS is paid in full. MLBFS
      will
      allow interest payments, provided that any such payments, shall not in the
      aggregate, exceed payments to MLBFS. In the event of default, all payments
      to
      Lynn Brewer shall cease. As of the Customer’s
      March
      31, 2006 Interim Financials, the principal amount due to Lynn Brewer is
      $225,000.00.

    


    7.8
      Minimum
      Collateral Floor.
      So long
      as there are Obligations outstanding under the Loan Documents, then the sum
      of:
      (a) 80% of Customer’s
      Eligible Accounts Receivable, and (b) 100% of Customer’s
      Eligible Cash Balances, shall not at any time be less than $650,000.00. For
      purposes of this covenant, the term “Eligible
      Cash Balances”
      shall
      mean any financial assets/instruments held in the Customer’s
      name at
      MLPF&S, JP Morgan Chase Bank, N.A. (but specifically maintained in
      commercial checking account No. 000-000-023-956-267) and Bank of America, N.A.
      (but specifically maintained in commercial checking account No. 0047-7456-8780),
      but excluding the following: (a) any funds held as retirement assets or pension
      accounts, (b) any funds held in an annuity, (c) any funds subject to margin
      debt. The term “Eligible
      Accounts Receivables”
      shall
      have the meaning as set forth in the attached Exhibit “A”.

     

    
      
        
        

      

      
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    7.9
      Perfection
      of Security Interest in Depository Accounts.
      Customer
      agrees and understands that it shall furnish or cause to be furnished to MLBFS
      within 30 days from the Effective Date (as hereinafter defined) all of the
      following items:

    
      	
            	(i)	
              A
                Financial Assets Security Agreement (the “FASA”)
                and

            


    

    
      	 	
              (ii)

            	
              A
                Deposit Account Control Agreement, giving MLBFS a first position
                security
                lien on any depository account(s) held in the name of the Customer
                that is
                held outside of MLPF&S, including but not limited to JP Morgan Chase
                Bank, N.A. (commercial checking account No. 000-000-023-956-267)
                and Bank
                of America, N.A. (checking account No. 0047-7456-8780). Both JP Morgan
                Chase Bank, N.A. and Bank of America, N.A. will be required to sign
                a
                Deposit Account Control Agreement that is in a form and substance
                acceptable to MLBFS in its sole and absolute discretion.
                

            


    

    


    7.10
      Line
      Fee.
      The
      Obligors agree, concurrent with their execution of this Forbearance to pay
      MLBFS
      a Line Fee in the amount of $4,104.58
      for the
      Forbearance Period beginning June 15, 2006 and ending March
      31, 2007
      (the
“Forbearance
      Period”).
      The
      Customer agrees that the Forbearance Fee will be fully non-refundable once
      it
      has been paid. Obligors further agree that additional forbearance fees will
      become due and owing to MLBFS for any extensions to this Forbearance
      Agreement.

    


    8.
      Obligations of MLBFS.
      If there
      are no Events of Default under this Forbearance Agreement, and no other Events
      of Default, other than the existing Events of Default referenced in this
      Forbearance Agreement, occurs under the Loan Documents between the date of
      this
      Forbearance Agreement MLBFS will agree to forbear from exercising its legal
      rights and remedies as a secured creditor under the Loan Documents or under
      common or statutory law until the Termination Date.

    


    9.
      Release
      of MLBFS.
      Obligor(s), for itself and by its employees, agents, servants and
      representatives, 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.

    


    10.
      No
      Distributions, Loans and Transfers.
      Except
      upon the prior written consent of MLBFS, neither Customer nor any other Obligor
      shall (a) directly or indirectly pay any dividends or make any other
      distributions on account of its stock to its shareholders, (b) directly or
      indirectly lend any money to, or guaranty the Obligations of, any shareholder
      or
      other affiliated person or entity, or (c) directly or indirectly lend any money,
      or transfer any assets or property, to any other person or entity other than
      arms length transfers for fair consideration in the ordinary course of
      business.

    


    11.
      Term
      of Agreement.
      This
      Forbearance Agreement shall terminate (the “Termination
      Date”)
      upon
      the earlier of (A) an Event of Default under this Forbearance Agreement or
      the
      Loan Documents or (B) March
      31, 2007.
      After
      the Termination Date, MLBFS shall have no further obligation to Obligors to
      forbear from exercising its legal rights and remedies under the Loan Documents
      or under applicable law, or to perform any other act hereunder.

    


    12.
      No
      Insolvency.
      None of
      the Obligors: (i) will be rendered Insolvent as a result of executing and
      performing under this Forbearance Agreement or any other document or agreement
      executed and/or delivered to MLBFS in connection with this Forbearance
      Agreement, and (ii) will be left with remaining property that constitutes
      unreasonably small capital or property the value of which was unreasonably
      small
      in relation to their businesses. For purposes of this Forbearance Agreement,
      the
      word “Insolvent”
      means
      that the present fair saleable value (i.e. the amount that would be arrived
      at
      by a willing seller and a willing buyer under no compulsion to make a sale)
      of
      Obligors’
      assets
      is less than the amount that will be required to pay the probable liability
      on
      existing debts (including, without limitation, any legal liability, whether
      matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent)
      as they become absolute and matured.

     

    
      
        
        

      

      
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    13.
      Event
      of Default.
      The
      occurrence of any of the following events shall constitute an “Event
      of
      Default”
      under
      this Forbearance Agreement: (i) Obligors shall fail to pay when any amounts
      owed
      under this Forbearance Agreement; (ii) Obligors shall default in the performance
      or observance of any covenant or provision to be performed or observed under
      this Forbearance Agreement, any other agreement entered into by the parties
      pursuant to this Forbearance Agreement, or any of the Loan Documents; (iii)
      any
      representation or warranty made by Obligors contained in this Forbearance
      Agreement, any other agreement entered into by the parties pursuant to this
      Forbearance Agreement, or any of the Loan Documents shall at any time prove
      to
      have been incorrect in any material respect when made; (iv) a proceeding under
      any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt
      or
      receivership law or statute shall be filed or consented to by any or all of
      the
      Obligors, or any such proceeding shall be filed against any or all of the
      Obligors, or any or all of the Obligors shall make a general assignment for
      the
      benefit of creditors, or any or all of the Obligors shall generally fail to
      pay
      or admit in writing its inability to pay their debts as they become due, or
      any
      or all of the Obligors shall be adjudicated as bankrupt or insolvent; (v) the
      cessation of Customer’s
      operations; (vi) the death of Guarantor; or (vii) any Event of Default shall
      occur under any of the Loan Documents or any event which, with the giving
      notice, passage of time, or both, would constitute an Event of Default, shall
      occur. 

    


    14.
      Remedies.
      Upon the
      occurrence of an Event of Default, MLBFS shall have all rights hereunder and
      under law and equity and all rights and remedies contained within the Loan
      Documents, including but not limited to the following rights:

    


    (i)
      MLBFS
      may obtain a replevin order by consent in a replevin action in favor of MLBFS
      and against any Obligors, jointly and severally, with respect to all Collateral.
      This replevin may be filed in Illinois. The Obligors agree to not contest the
      entry of a consent replevin order should it be pursued by MLBFS. 

    


    (ii)
      MLBFS may demand and obtain from Obligors any and all Collateral without the
      need for judicial process. MLBFS may, at any time, take possession of any
      portion or all of the Collateral and keep it on the premises of Customer or
      any
      Obligor, at no cost to MLBFS, or remove any part of it to such other location
      or
      place as MLBFS may desire; or Customer or any Obligor shall, upon demand of
      MLBFS, at the sole cost of Customer or such Obligor, assemble the Collateral
      and
      make it available to MLBFS at a place reasonably convenient to
      MLBFS.

    


    (iii)
      MLBFS may file a lawsuit against any or all of the Obligors, jointly and
      severally, for the sole purpose of having a trial court enter judgment in favor
      of MLBFS against Obligors for all amounts owed by them. Obligors agree to not
      contest the entry of said judgment.

    


    (iv)
      MLBFS shall have any and all default rights and remedies of a secured party
      under the Uniform Commercial Code.

    


    (v)
      Obligors hereby consent to the appointment of a receiver by MLBFS or any court
      of competent jurisdiction in any action initiated by MLBFS pursuant to this
      Forbearance Agreement or the Loan Documents, and each Obligor hereby waives
      notice and the posting of a bond in connection therewith. Such receiver so
      appointed may be MLBFS. Such appointment shall be without regard to the value
      of
      the Collateral at such time, and without bond being required of the applicant.
      Such appointment may be without notice and without regard to the solvency or
      insolvency at the time of application for such receiver of the person or
      persons, if any, liable for the payment of the Debt.

    


    (vi)
      MLBFS may sell and deliver any Collateral at public or private sales, for cash,
      upon credit or otherwise, at such prices and upon such terms as MLBFS deems
      advisable, at MLBFS’
      discretion. MLBFS may, if MLBFS deems it reasonable, postpone or adjourn any
      sale of the Collateral by an announcement at the time and place of sale or
      of
      such postponed or adjourned sale without giving a new notice of
      sale.

    


    (vii)
      Obligors agree that MLBFS has no obligation to preserve rights to the Collateral
      or marshal any assets, including the Collateral, for the benefit of any
      person.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    (viii)
      MLBFS is hereby granted a license or other right to use, without charge,
      Obligators’
      labels,
      patents, copyrights, name, trade secrets, trade names, trademarks, and
      advertising matter, or any similar property, in completing production,
      advertising or selling any Collateral and Obligors’
      rights
      under all licenses and all franchise agreements shall inure to MLBFS’s
      benefit. Any requirement of reasonable notice shall be met if such notice is
      mailed postage prepaid to Customer at its address set forth above in this
      Forbearance Agreement at least five (5) days before sale or other disposition.
      The proceeds of any sale shall be applied first to all attorney fees and other
      expenses of sale, and second on account of the Debt in such order as MLBFS
      shall
      elect, in its sole discretion. MLBFS shall return any excess proceeds to
      Customer, and Obligors shall remain jointly and severally liable for any
      deficiency to the fullest extent permitted by law.

    


    (ix)
      Except as otherwise provided herein, MLBFS shall have the continuing and
      exclusive right to apply or reverse and reapply any and all payments to any
      portion of the Debt in such order and in such manner as MLBFS shall determine
      in
      its sole discretion. To the extent that Obligors make a payment or MLBFS
      receives any payment or proceeds of the Collateral which is subsequently
      invalidated, declared to be fraudulent or preferential, set aside or required
      to
      be repaid to a trustee, debtor-in-possession, receiver or any other party under
      any bankruptcy law, common law or equitable cause, or otherwise, then to such
      extent, the Debt or the part of the Debt that was intended to be satisfied
      by
      such payment shall be revived and continue as if such payment or proceeds had
      not been received by MLBFS.

    


    (x)
      Obligors shall perform without objection any other act required or requested
      by
      MLBFS under any right or remedy given to it pursuant to the Loan Documents
      or
      under the law.

    


    (xi)
      Notification of Account Debtors. MLBFS may notify any Account Debtor that its
      Account or Chattel Paper has been assigned to MLBFS and direct such Account
      Debtor to make payment directly to MLBFS of all amounts due, or becoming due
      with respect to such Account or Chattel Paper; and MLBFS may enforce payment
      and
      collect, by legal proceedings or otherwise; such Account or Chattel
      Paper.

    


    15.
      Review
      of Books and Records.
      In
      further consideration of MLBFS’
      agreement to forbear from exercising its rights, Obligors will continue to
      allow
      MLBFS to have access to Obligors’
      offices
      so as to allow MLBFS to review and inspect each of such Obligor’s
      books,
      records and Collateral. 

    


    16.
      Insurance.
      Obligors
      agree that Obligors shall maintain insurance on all Collateral under a policy
      or
      policies of physical damage insurance for the full replacement value thereof,
      providing that losses will be payable to MLBFS as its interests appears pursuant
      to the lender’s
      or
      mortgagee’s
      long
      form loss payable endorsement. Obligors shall further maintain a policy or
      policies of commercial general liability. Obligors further agree that MLBFS
      may
      at its sole and absolute discretion, obtain, and maintain insurance on the
      Collateral under a policy or policies of physical damage insurance for the
      full
      replacement value thereof and providing that losses will be payable to MLBFS.
      Obligors agree to execute any and all documents necessary in order for MLBFS
      to
      obtain and maintain insurance on the Collateral.

    


    17.
      Sales
      of Assets.
      Without
      the prior written consent of MLBFS, none of the Obligors shall sell, transfer
      or
      otherwise dispose of any of their respective assets or Collateral other than
      in
      the ordinary course of dealing. Additionally, in the event that any Obligor
      should at any time find alternate financing (directly or indirectly) or raise
      directly or indirectly any additional equity during the Forbearance period, such
      Obligor shall remit said proceeds directly to MLBFS as a permanent pre-payment
      of the Debt.

    


    18.
      Execution
      of Documents.
      Obligors
      agree to execute all documents necessary to effectuate the terms and conditions
      of this Forbearance Agreement.

    


    19.
      Course
      of Dealing.
      No
      course of dealing on the part of Obligors or any delay or failure on the part
      of
      MLBFS to exercise any right shall operate as a waiver of such rights or
      otherwise prejudice MLBFS’
      rights,
      powers or remedies.

    


    20.
      No
      Further Advance.
      Obligors
      acknowledge and agree that, except as expressly provided for in this Forbearance
      Agreement, MLBFS has no obligation to advance, provide or loan any further
      or
      additional monies or credit to Obligors. Obligors further acknowledge and agree
      that, except as expressly provided for in this Forbearance Agreement, that
      MLBFS
      has no obligation to grant any further forbearance to Obligors or to extend
      the
      time for the repayment of the Debt beyond the Termination Date of this
      Forbearance Agreement.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    21.
      Notices.
      Any
      notices required under this Forbearance Agreement shall be given in writing
      and
      shall be mailed via first class mail to the party at the address noted, postage
      prepaid, or delivered personally:

    


    If
      to Merrill Lynch Business Financial Services Inc.

    


    Martin
      Aguilera

    Merrill
      Lynch Business Financial Services Inc.

    222
      N.
      LaSalle Street, 17th Floor

    Chicago,
      IL 60601

    


    If
      to Obligors

    


    Mr.
      Dennis Key

    Aspect
      Systems Inc.

    375
      East
      Elliot Road

    Suite
      6

    Chandler,
      AZ 85225

    


    22.
      Mutual
      Consent.
      The
      parties acknowledge that this Forbearance Agreement has been negotiated at
      arms
      length, that each has had the opportunity to consult with legal counsel if
      so
      desired, and that the parties have entered into this Forbearance Agreement
      of
      their own free will, without force, coercion or duress.

    


    23.
      Governing
      Law.
      This
      Forbearance Agreement shall be governed in all respects by the laws of the
      State
      of Illinois.

    


    24.
      Binding
      Agreement.
      This
      Forbearance Agreement shall be binding upon, and shall inure to the benefit
      of
      MLBFS, each of the Obligors and their respective successors and assigns. None
      of
      the Obligors shall assign any of their rights or delegate any of their
      obligations under this Forbearance Agreement without the prior written consent
      of MLBFS. Unless otherwise expressly agreed to in a writing signed by MLBFS,
      no
      such consent shall in any event relieve Obligors of any of their obligations
      under this Forbearance Agreement.

    


    25.
      No
      Release of Security.
      Nothing
      contained herein shall annul, release, vary, modify or affect the lien or
      priority of lien securing the Debt, or any guaranty, lien, priority assignment
      or security interest in favor of MLBFS, or any right, title, interest, claim,
      lien or priority which MLBFS now has or may hereafter have in or to any property
      securing the Debt, all of which shall continue in full force and effect. MLBFS
      specifically reserves and shall have all rights and remedies available to it
      under the provisions of the Loan Documents and in any agreement with respect
      to
      security for the repayment thereof. 

    


    26.
      Not
      a Novation.
      This
      Forbearance Agreement is not a novation, nor is it to be construed as a release
      or modification of any of the terms, conditions, warranties, waivers or rights
      set forth in the Loan Documents, except as expressly provided
      herein.

    


    27.
      Headings.
      Section
      headings used in this Forbearance Agreement are for convenience only and shall
      not affect the construction of this Forbearance Agreement.

    


    28.
      Neutral
      Interpretation.
      This
      Forbearance Agreement constitutes the product of negotiation of the parties
      hereto and in the enforcement hereof shall be interpreted in a neutral manner,
      and not more strongly for or against any party based upon the source of the
      draftsmanship hereof. Whenever the context so requires, the masculine gender
      shall include the feminine or neuter, the singular shall include the plural,
      and
      vice versa.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    29.
      Review
      by Legal Counsel.
      Obligors
      acknowledge that they have thoroughly read and reviewed the terms and provisions
      of this Forbearance Agreement and are familiar with the terms hereof. Such
      terms
      and provisions are clearly understood and fully and unconditionally consented
      to
      by them. Obligors have had the full benefit and advice of counsel of their
      own
      choosing, or the opportunity to obtain the benefit and advice of counsel of
      their own choosing to understand the terms, meanings and effect of this
      Forbearance Agreement. Obligors’
      execution of this Forbearance Agreement and the delivery of the documents is
      done freely, voluntarily, with full knowledge and without duress, force or
      coercion, and that in executing this Agreement none of Obligors have relied
      on
      any other representations, either written or oral, express or implied, made
      to
      them by MLBFS or any party.

    


    30.
      Authority
      to Execute.
      The
      parties to this Forbearance Agreement, and each of their representatives,
      represent and warrant to the other parties that they have the full power and
      authority to execute this Forbearance Agreement in the capacity in which they
      are signing, that they have the full power and authority to execute and deliver
      this Forbearance Agreement without the necessity or joinder of any other or
      third party, that each of the parties and its undersigned representative is
      legally competent to execute this Forbearance Agreement, and that each of the
      parties has not assigned, transferred, sold, pledged or in any other manner
      whatsoever conveyed any right, title, interest or claim of any portion of the
      Loan Documents to any other party.

    


    31.
      Severability.
      In the
      event that any provision of this Forbearance Agreement is held to be
      unenforceable or invalid, the remaining provisions hereof shall nevertheless
      be
      given full force and effect.

    


    32.
      Counterparts.
      This
      Forbearance Agreement may be executed in any number of counterparts, each of
      which when so executed shall be deemed an original document, and all of which
      counterparts, when taken together, shall constitute one and the same
      agreement.

    


    33.
      No
      Use of Merrill Lynch Name.
      No
      Obligor will directly or indirectly publish, disclose or otherwise use in any
      advertising or promotional material, or press release or interview, the name,
      logo or any trademark of MLBFS, Merrill Lynch Pierce Fenner & Smith
      Incorporated, Merrill Lynch and Co., Incorporated or any of their affiliates.
      

    


    34.
      Jurisdiction;
      Waiver. THE OBLIGORS ACKNOWLEDGE THAT THIS FORBEARANCE AGREEMENT IS BEING
      ACCEPTED BY MLBFS IN PARTIAL CONSIDERATION OF MLBFS’
      RIGHT AND OPTION, IN ITS SOLE DISCRETION, TO ENFORCE THIS FORBEARANCE AGREEMENT
      AND THE LOAN DOCUMENTS IN EITHER THE STATE OF ILLINOIS OR IN ANY OTHER
      JURISDICTION WHERE THE OBLIGORS OR ANY COLLATERAL FOR THE OBLIGATIONS MAY BE
      LOCATED. THE OBLIGORS CONSENT TO JURISDICTION IN THE STATE OF ILLINOIS AND
      VENUE
      IN ANY STATE OR FEDERAL COURT IN THE COOK COUNTY FOR SUCH PURPOSES, AND THE
      OBLIGORS WAIVE ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE. THE
      OBLIGORS FURTHER WAIVE ANY RIGHTS TO COMMENCE ANY ACTION AGAINST MLBFS IN ANY
      JURISDICTION EXCEPT IN COOK COUNTY AND THE STATE OF ILLINOIS. MLBFS AND THE
      OBLIGORS HEREBY EACH EXPRESSLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY
      IN
      ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES AGAINST
      THE OTHER PARTY WITH RESPECT TO ANY MATTER RELATING TO, ARISING OUT OF OR IN
      ANY
      WAY CONNECTED WITH THE DEBT, THIS FORBEARANCE AGREEMENT, ANY ADDITIONAL
      AGREEMENTS RELATED HERETO, THE LOAN DOCUMENTS AND/OR ANY OF THE TRANSACTIONS
      WHICH ARE THE SUBJECT MATTER OF THIS FORBEARANCE AGREEMENT, ANY ADDITIONAL
      AGREEMENTS RELATED HERETO, OR THE LOAN DOCUMENTS.

    


    35.
      Integration.
      THIS FORBEARANCE AGREEMENT, TOGETHER WITH THE LOAN DOCUMENTS AND ANY ADDITIONAL
      AGREEMENTS RELATED HERETO, CONSTITUTES THE ENTIRE UNDERSTANDING AND REPRESENTS
      THE FULL AND FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT
      MATTER HEREOF, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR WRITTEN
      AGREEMENTS OR PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
      PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENT OF THE PARTIES. NO AMENDMENT
      OR
      MODIFICATION OF THIS FORBEARANCE AGREEMENT OR ANY OF THE ADDITIONAL AGREEMENTS
      TO WHICH ANY OF THE OBLIGORS ARE A PARTY SHALL BE EFFECTIVE UNLESS IN A WRITING
      SIGNED BY MLBFS AND EACH OBLIGOR.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    36.
      Return
      of Executed Documents.
      Notwithstanding anything to the contrary contained herein, Obligors agree to
      execute and return to MLBFS, in a form and manner acceptable to MLBFS, in its
      sole and absolute discretion, opinion and judgment, the following documents
      and
      payments on or before 5:00 P.M. Central Standard Time on July
      28, 2006.

    


    
      	(a)  	
              This
                Forbearance Agreement, fully
                executed.

            


    

    
      	(b)  	
              The
                Subordination Agreements fully executed by Dixon and
                Brewer.

            


    

    
      	(c)  	
              A
                check made payable to MLBFS in the amount of $4,104.58, covering
                the Line
                Fee.

            


    

    


    If
      no
      further 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, then the amendments
      and
      agreements in this Forbearance Agreement will become effective on the date
      (the
“Effective
      Date”)
      upon
      which: (i) Obligors shall have executed and returned the original copy of this
      Forbearance Agreement to MLBFS, along with any other documents reasonably
      required by MLBFS, in its sole discretion, to effectuate the terms and
      conditions of this Forbearance Agreement; and (ii) an officer of MLBFS shall
      have reviewed and approved this Forbearance Agreement and all of the other
      documents as being consistent in all respects with the original internal
      authorization hereof. If Obligors do not return to MLBFS (a) the fully executed
      original copy of this Forbearance Agreement; (and (b) any other documents
      reasonably required by MLBFS, in its sole discretion, to effectuate the terms
      of
      this Forbearance Agreement all by July
      28, 2006,
      or if
      for any other reason (other than the sole fault of MLBFS) the Effective Date
      shall not occur by July
      28, 2006,
      then
      this Forbearance Agreement and all of the terms contained herein may, at the
      sole option of MLBFS, be declared to be null and void and be of no force and
      effect.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties have signed and delivered this Forbearance Agreement, on or about the
      date stated above.

    


    MERRILL
      LYNCH BUSINESS FINANCIAL SERVICES INC.

    


    By:
      ___________________________

    


    Printed
      Name: ___________________

    


    Title:
      __________________________

    


    


    ASPECT
      SYSTEMS, INC.

    


    By:
      /s/
      G.
      Dennis Key

    


    Printed
      Name: G. Dennis Key

    


    Its:
      President

    


    


    DND
      TECHNOLOGIES, INC.

    


    By:
      /s/
      G.
      Dennis Key

    


    Printed
      Name: G. Dennis Key

    


    Its:
      Chief Technical Officer

    


    


    


    


    /s/
      Douglas N. Dixon

    DOUGLAS
      N. DIXON

     

    
      
        
        

      

      
        11