FULL THE TERMS OF AGREEMENT BETWEEN THE PARTIES HERETO WITH
RESPECT TO THE FORBEARANCE AND THE SECOND AMENDMENT TO THE LOAN AGREEMENT
SPECIFIED HEREIN, AND IS INTENDED TO BE THE FULL, COMPLETE, AND EXCLUSIVE
CONTRACT GOVERNING THOSE MATTERS, SUPERSEDING ALL OTHER DISCUSSIONS, PROMISES,
REPRESENTATIONS, WARRANTIES, AGREEMENTS, AND UNDERSTANDINGS BETWEEN THE PARTIES
WITH RESPECT THERETO.
NO TERM OF THIS AGREEMENT MAY BE MODIFIED OR AMENDED, NOR
MAY ANY RIGHTS THEREUNDER BE WAIVED, EXCEPT IN A WRITING SIGNED BY THE PARTY
AGAINST WHOM ENFORCEMENT OF THE MODIFICATION, AMENDMENT, OR WAIVER IS SOUGHT.
ANY WAIVER OF ANY CONDITION IN, OR BREACH OF, ANY OF THE FOREGOING IN A
PARTICULAR INSTANCE SHALL NOT OPERATE AS A WAIVER OF OTHER OR SUBSEQUENT
CONDITIONS OR BREACHES OF THE SAME OR A DIFFERENT KIND.
THE LENDER'S EXERCISE
OR FAILURE TO EXERCISE ANY RIGHTS OR REMEDIES UNDER ANY OF THE FOREGOING IN A
PARTICULAR INSTANCE SHALL NOT OPERATE AS A WAIVER OF ITS RIGHT TO EXERCISE THE
SAME OR DIFFERENT RIGHTS AND REMEDIES IN ANY OTHER INSTANCES.
THERE ARE NO ORAL
AGREEMENTS AMONG THE PARTIES HERETO THAT ARE INCONSISTENT WITH THE TERMS OF THIS
AGREEMENT.
(Remainder of the page intentionally left blank)
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IN WITNESS WHEREOF, this Forbearance Agreement and Amendment to Loan Agreement
has been executed by the parties hereto as of the date first written above.
BORROWERS:
AMERICAN DEFENSE SYSTEMS, INC.
By:
President
A. J. PISCITELLI & ASSOCIATES, INC.
By:
President
AMERICAN PHYSICAL SECURITY GROUP, LLC.
By:
President
LENDER:
TD BANK, N.A.
By:
Vice President
15