0001070188-08-000059 Sample Contracts

FORBEARANCE AGREEMENT
Forbearance Agreement • September 25th, 2008 • Media Sciences International Inc • Miscellaneous chemical products • New Jersey

This Forbearance Agreement (this “Agreement”) is made this 17th day of September, 2008 by and among Media Sciences, Inc. (“Lessee”), Media Sciences International, Inc. (“Guarantor”), and PNC Equipment Finance, LLC, formerly known as PNC Leasing, LLC (“Lessor”).

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SECOND AGREEMENT OF AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT
Second Agreement • September 25th, 2008 • Media Sciences International Inc • Miscellaneous chemical products • New Jersey

This Second Agreement of Amendment to Revolving Loan and Security Agreement ("Second Amendment") is effective September 22, 2008 by and among SOVEREIGN BANK, a federal savings bank, having an address of 101 Wood Avenue South, Iselin NJ 08830 ("Lender"), MEDIA SCIENCES INTERNATIONAL, INC., a Delaware corporation, MEDIA SCIENCES, INC., a New Jersey corporation, and CADAPULT GRAPHIC SYSTEMS, INC., a New Jersey corporation, having their chief executive office at 8 Allerman Road, Oakland NJ 07436 (either separately, jointly, or jointly and severally, "Borrower").

logo of PNC BANK] February 12, 2008 Media Sciences, Inc. Cadapult Graphic Systems, Inc. Allendale, NJ 07401 Attention: Michael W. Levin, President
Loan and Security Agreement • September 25th, 2008 • Media Sciences International Inc • Miscellaneous chemical products

This letter is issued in connection with the Agreement referenced above. Terms used in this letter which are defined in the Agreement shall have the same meanings in this letter as they do in the Agreement. The Borrower's failure to comply with the FINANCIAL COVENANTS Section of the Agreement by failing to maintain EBITDA to Fixed Charge greater than 1.00 to 1.00 for the period ending December 31, 2007 and a ratio of Funded Debt to EBITDA of less than 2.50 to 1.00 for the period ending December 31, 2007 constitute Events of Default under the Agreement.

Amendment to Lease
Master Lease Agreement • September 25th, 2008 • Media Sciences International Inc • Miscellaneous chemical products

THIS AMENDMENT TO LEASE (this "Amendment") is made as of May 13, 2008, by and between MEDIA SCIENCES, INC. (the "Lessee") and PNC EQUIPMENT FINANCE, LLC, formerly known as PNC Leasing, LLC (the "Lessor").

Waiver and Amendment to Lease
Master Lease Agreement • September 25th, 2008 • Media Sciences International Inc • Miscellaneous chemical products

THIS WAIVER AND AMENDMENT TO LEASE (this “Amendment”) is made as of February 13, 2008, by and between MEDIA SCIENCES, INC. (the “Lessee”) and PNC EQUIPMENT FINANCE, LLC, formerly known as PNC Leasing, LLC (the “Lessor”).

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