Exhibit 10.67
  AMENDMENT NO. 2 TO  FORBEARANCE AGREEMENT
 Amendment Amendment Effective Date Schedule 1 Borrower Borrowers FCMC Guarantor Huntington Lender Forbearance
Agreement
 RECITALS:
  inter alia Tranche A Note
 inter alia Tranche B-1 Note
 inter alia Tranche B-2 Note
 inter alia Tranche B-3 Note
 inter alia Tranche B-4 Note
 inter alia Tranche B-5 Note
 inter alia Tranche C Note




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inter alia Tranche D Note Notes
 Certain Post-Closing Deliverables Minimum Net Worth Identified Forbearance Defaults
    Definitions Added Certain Defined Terms
 Amendment No. 2
 Cash Flow Available for Debt Service
 Debt Service
 Amendment to Section 1(a)
  - 2 -




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Amendments to Section 12 Minimum Net Worth Interest Coverage Ratios WMC Claim Covenants
 Intentionally Left Blank.
 Cash Flow Coverage
 Cash Flow Available for Debt Service
 Debt Service plus Interest Expense
 WMC Claim
 Waiver of Identified Forbearance Defaults
 - 3 -




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Schedule 11 Schedule 11
 Conditions of Effectiveness
  (i)
    
    Three duly executed copies of this Amendment; and(ii)
    
    Three duly executed copies of a Pledge and Security Agreement (Commercial Tort Claims).
  pro rata
  Representations and Warranties , Constituent Document
 Ratification and Reaffirmation.
 - 4 -




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Reference to and Effect on the Loan Documents
 Waiver and Release of All Claims and Defenses; Communications
 Claims
 Communications
  - 5 -




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No Waiver
 Waiver of Right to Trial by Jury
 Counterparts
 Costs and Expenses
 Further Assurances
 Governing Law
 Headings
 Patriot Act Notice Act
 [Signature Pages Follow.]
 - 6 -




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EACH BORROWER LISTED ONSCHEDULE 1ATTACHED HERETO:By:
    /s/ Alexander Gordon JardinName:
    Alexander Gordon JardinTitle:     as Chief Executive Officer of, and on
behalf of, each Borrower listed on Schedule
1 attached hereto. th
  
 FRANKLIN CREDIT MANAGEMENT CORPORATIONBy:
    Thomas J. AxonName:
    Thomas J. AxonTitle:
    President Address for Notices
  Signature Page to Amendment No. 2 to Forbearance Agreement




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THE HUNTINGTON NATIONAL BANKBy:
    /s/ Alan D. SeitzName:
    Alan D. SeitzTitle:
    Senior Vice President Address for Notices
 
 
 Signature Page to Amendment No. 2 to Forbearance Agreement




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SCHEDULE 1




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SCHEDULE 11
 2008 DateDue
    
    Franklin Post-Closing Item1.
    
    August 15
    
    First Lien Mortgage, Assignment of Rents and
Security Agreement on 6 Harrison St., NY, NY2.
    
    August 31
    
    Close all deposit accounts and securities accounts
other than accounts at Huntington or its affiliates
or other financial institutions satisfactory to
Lender.3.
    
    November 30
    
    Guarantor shall use its best efforts to secure a
licensor consent to the pledge of such software in
form satisfactory to Lender. Licensor Consents to
be obtained with:     Nobel Systems Corporation4.
    
    September 15
    
    Guarantor, the applicable Borrower or such other
Subsidiary owning or having control of any REO
Property transfer such REO Property to Tribeca
Lending Corporation (other than certain
cooperatives identified to Lender in respect of
which FCMC shall have pledged the shares thereof to
Lender pursuant to Loan Documents in form and
substance satisfactory to Lender). Lender shall
have a first Lien on the capital stock and all
other equity interests in Tribeca Lending
Corporation pursuant to the terms of Loan Documents
in all respects satisfactory to Lender.5
    
    August 15
    
    First Lien Security Agreement on each Commercial
Tort Claim existing as of the date of Amendment No.
2.