AMENDMENT TO FORBEARANCE AGREEMENT

EXHIBIT 10.5

AMENDMENT TO FORBEARANCE AGREEMENT

This Amendment to Forbearance Agreement (this “Agreement”) is made this 26th day of March, 2009 by and among Media Sciences, Inc. (“Lessee”), Media Sciences International, Inc. (“Guarantor”), and PNC Equipment Finance, LLC, formerly known as PNC Leasing, LLC (“Lessor”).

BACKGROUND

A.        On July 26, 2005, Lessee and Lessor executed a master lease agreement (the “Lease Agreement”). The Lease Agreement provided for Lessor to lease to Lessee certain machinery, equipment and other personal property (the “Equipment”).

B.        On July 26, 2005, Lessee and Lessor executed a supplement to master lease agreement (the “Supplement”).

C.        On February 13, 2008, Lessee and Lessor executed a waiver and amendment to lease (the “Amendment”). The Amendment provided that the Lease Agreement would terminate on or before May 15, 2008 and that the Lessee would purchase the Equipment from Lessor at a price equal to the Termination Values set forth in Schedule 001 and Schedule 002.

D.        On May 15, 2008, Lessee and Lessor executed an amendment to lease (the “Second Amendment”). The Second Amendment provided that the Lessee would purchase the Equipment on Schedule 001 no later than May 15, 2008 and would purchase the Equipment on Schedule 002 no later than June 30, 2008.

E.        For the purposes hereof, the Lease Agreement, the Amendment and the Second Amendment, and all other agreements, instruments and documents executed pursuant thereto are sometimes hereinafter collectively called the “Existing Financing Agreements.” The Existing Financing Agreements are fully enforceable against the Lessee and Guarantor. All terms not otherwise defined herein shall have the respective meanings ascribed thereto in the Existing Financing Agreements.

F.        Lessee terminated the lease and purchased the Equipment on Schedule 001. However, Lessee did not purchase the Equipment on Schedule 002 and was accordingly in default under the Second Amendment (the “Existing Event of Default”).

G.        The parties entered into a forbearance agreement dated September 17, 2008 (the “Forbearance Agreement”). The Forbearance Agreement provided that Lessee would make monthly payments to Lessor and would satisfy the Indebtedness no later than March 31, 2009.

I.         The parties have agreed, subject to the terms and conditions of the Existing Financing Agreements, as modified by this Agreement, to modify certain terms of the Lease Agreement, the Amendment, the Second Amendment, and the Forbearance Agreement and the Lessor is agreeing to forbear from taking any actions to exercise its remedies as a result of the Existing Event of Default to the extent provided by, and pursuant to the terms and conditions of, this Agreement.

NOW, THEREFORE, with the foregoing Background deemed incorporated by reference herein and made a part hereof, the parties hereto, intending to be legally bound, hereby promise and agree as follows:

(a)       Lessee and Lessor confirm that the balance due under the Forbearance Agreement is $238,019.32 as of the date hereof, plus accrued and unpaid interest and unpaid costs and expenses (the “Indebtedness”), all of which are due and owing without defense, set off, counterclaim, discount or charge of any kind.

(a)       Lessee shall make monthly principal payments to Lessor of $39,668.33 each, together with accrued interest, commencing April 1, 2009 and on the first day of each month thereafter. All such payments shall be applied first to accrued interest at a rate of prime plus 2.5 percent, with the balance applied to principal. Lessee shall satisfy the outstanding principal balance, together with all accrued interest and late charges and all of Lessor’s costs and expenses no later than September 30, 2009. The obligation may be prepaid, in full or in part, at any time, without penalty.

(b)        The rate of interest charged on the outstanding principal balance of the Indebtedness shall be, effective on the date of this Agreement, prime plus 2.5 percent. Upon maturity, whether by acceleration, demand or otherwise, and at the Lessee’s option upon the occurrence of any Event of Default (as hereinafter defined) and during the continuance thereof, amounts outstanding under the Lease Agreement shall bear interest at a rate per annum (based on the actual number of days that principal is outstanding over a year of 360 days), respectively, which shall be five percentage points (5%) in excess of the interest rate otherwise in effect under this Agreement, but not more than the maximum rate allowed by law (the “Default Rate”). The Default Rate shall continue to apply whether or not judgment shall be entered. The Default Rate is imposed as liquidated damages for the purpose of defraying the Lessor’s expenses incident to the handling of delinquent payments, but is in addition to, and not in lieu of, the Lessor’s

exercise of any rights and remedies hereunder, under the Existing Financing Agreements or under applicable law, and any fees and expenses of any agents or attorneys which the Lender may employ. In addition, the Default Rate reflects the increased credit risk to the Lessor of carrying a lease that is in default. The Lessee agrees that the Default Rate is a reasonable forecast of just compensation for anticipated and actual harm incurred by the Lessor, and that the actual harm incurred by the Lessor cannot be estimated with certainty and without difficulty.

(c)       Upon payment of full of the Indebtedness, Lessor shall deliver to Lessee a bill of sale for the Equipment on Schedule 002, the Lease shall be terminated, Lessor shall file a UCC-3 termination statement, and the Guarantor shall be released from its obligations under the Guaranty. The parties agree that the UCC-1 financing statement previously filed by Lessor is intended to apply only to the Equipment and does not create a security interest by Lessor in any of Lessee’s other assets.

3.         AGREEMENT TO FORBEAR . In consideration for the terms hereof, Lessor agrees to forbear from taking any actions to terminate the Lease Agreement as to the Equipment on Schedule 002 or to seek possession of the Equipment until the date (the “Termination Date”) that is the earlier of: (a) the occurrence of an Event of Default hereunder, or (b) September 30, 2009. After the Termination Date, unless extended by Lessor, in Lessor’s sole and absolute discretion, in writing, Lessor shall have the option to exercise any and all rights and remedies it may have under the Existing Financing Agreements and as are otherwise available at law or in equity, including, without limitation, to demand immediate payment of all of Lessee’s obligations to Lessor. The Lessee has acknowledged and agreed with the Lessor that the Lessee failed to purchase the Equipment on Schedule 002 as required under with the Second Amendment and that such failure constitutes an Existing Event of Default. The Lessee has requested that the Lessor waive the Existing Event of Default. In reliance upon the Lessee’s representations and warranties and subject to the terms and conditions herein set forth, the Lessor agrees to grant a waiver of the Existing Event of Default. The Lessor is willing to continue the grant of its conditional waiver of the events of default as provided for in the Amendment and the Second Amendment, subject to the conditions in Section 4.

(a)       The Lessee and Guarantor shall make all payments to Lender set forth in Section 2 of this Agreement.

(b)       The Lessee and Guarantor shall pay a forbearance fee of $5,000.00. One half of the fee shall be payable upon execution of this Agreement with the balance due on September 30, 2009. If the Indebtedness is paid in full no later than June 30, 2009, the balance of the forbearance fee will be waived.

5.         INCORPORATION OF EXISTING FINANCING DOCUMENTS . The parties acknowledge and