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<br />3. Forbearance. Except in the event that any party to this Agreement enters into
<br />Bankruptcy of any type, voluntarily or involuntarily, PEDC shall forbear from all legal actions
<br />for the collection or enforcement of the Obligations and shall forebear from all legal actions
<br />related to any security interests and/or liens related to the Obligations, unless and until C- Tech
<br />defaults in the payments due to PEDC under Section 2 of this Agreement or defaults as to any
<br />other provision of this Agreement, and fails to cure any such default within ninety (90) days after
<br />PEDC has given written notice to C- Tech of such default.
<br />
<br />4. Corporate Stock of C-Tech. C-Tech agrees and guarantees that C-Tech Stock
<br />Certificate #1 represents all of the issued and outstanding shares of stock of C- Tech, and further,
<br />that C- Tech will issue no other stock to any person or entity until all terms of this Agreement
<br />shall have been fully completed or except with the consent of PEDC, which consent will not be
<br />unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, C- Tech may
<br />issue additional stock as long as the proceeds are used to pay all of C- Tech's obligations to
<br />PEDC under this Agreement.
<br />
<br />5. Life Insurance. In lieu of any previous agreement between PEDC and C- Tech
<br />and/or Meshbesher, C- Tech will obtain and keep current an insurance policy on the life of
<br />Meshbesher in the amount of $200,000, which policy will list PEDC as the primary beneficiary
<br />on that policy up to the amount then currently owed to PEDC by C- Tech under the terms of this
<br />Agreement.
<br />
<br />6. Termination of Obligations. Effective as of the Final Payment Date, PEDC hereby
<br />terminates all agreements, whether written or oral, to which PEDC is a party, or of which PEDC
<br />is a direct or indirect beneficiary with respect to C-Tech's Paris, Texas operations and the Real
<br />Property, including, without limitation, the Incentive Agreement, the Note, the Loan Agreement,
<br />the Amendment, all security agreements, the deed of trust granted by Holdings and C- Tech in
<br />favor of Gary Vest, as trustee ofPEDC dated April 7, 2005, and any and all personal guarantees
<br />given by the parties hereto in favor of PEDC, including, without limitation, any personal
<br />guarantees ofMeshbesher to PEDC; also, effective as of the Final Payment Date, all other parties
<br />to such agreements that are parties to this Agreement hereby terminate all such agreements. As
<br />of the Final Payment Date, PEDC, hereby releases and terminates any security interests, liens, or
<br />encumbrances in its favor with respect to assets owned by C- Tech, Holdings, Indigo or
<br />Meshbesher, including, without limitation, the Real Property (the "Encumbrances"). As of the
<br />Final Payment Date, PEDC hereby forgives any and all monies payable to or due PEDC by any
<br />party hereto under the Note or any other instrument and irrevocably waives any right to payment
<br />thereunder. As of the Final Payment Date, PEDC hereby authorizes Holdings, C- Tech, Indigo
<br />and Meshbesher to file any documentation reasonably necessary to terminate and release the
<br />Encumbrances, including, without limitation, the filing of UCC-3 termination statements with
<br />the appropriate governmental offices, and agrees to execute any reasonable documents prepared
<br />by the parties hereto to effectuate same. For the avoidance of any doubt, after the Final Payment
<br />Date, Holdings will retain ownership of the Real Property free and clear of any Encumbrances in
<br />favor of PEDC and neither C- Tech, Holdings, Meshbesher, nor Indigo will have any obligations
<br />or liabilities to PEDC other than as set forth in this Agreement.
<br />
<br />PEDC shall return to C- Tech the following original documents on the Final Payment
<br />Date: (i) the Note, (ii) the Amendment, and (iii) the original Stock Certificate number one of C-
<br />Tech.
<br />
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