EXHIBIT 10.1 FORBEARANCE AGREEMENT

                                  EXHIBIT 10.1

                              FORBEARANCE AGREEMENT

                              ---------------------

         Whereas, Winfield Capital Corp. is a Small Business Investment Company

("SBIC") licensed and regulated by the U.S. Small Business Administration

("SBA") in accordance with the Small Business Investment Act of 1958, as

amended, (the "Act") and the regulations promulgated thereunder;

         Whereas, as of March 23, 2005, Winfield Capital Corp. ("Winfield") is

indebted to SBA, in the approximate amount of $4,997,111.73, plus interest which

continues to accrue after March 23, 2005;

         Whereas, Winfield has violated SBA's regulations with respect to

capital impairment and acknowledges that SBA is entitled to a judgment and to be

appointed Receiver pursuant to the Act;

         Whereas, SBA agrees to temporarily forebear on seeking the above

mentioned remedies, based on the conditions set forth in this agreement;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements

herein contained, the parties hereto agree as follows:

         1.     As of March 23, 2005, Winfield is indebted to SBA in the

approximate amount of $4,997,111.73, plus interest which continues to accrue

after March 23, 2005 ("the Indebtedness"). Winfield shall pay the Indebtedness

to SBA by June 30, 2005 (the "final maturity date"). The parties acknowledge and

agree that the foregoing Indebtedness is being reviewed by SBA in order to

satisfy the parties that all interest has been applied properly in conformity

with SBA guidelines. SBA will determine the correct amount of the Indebtedness

and the parties will agree on that final amount within thirty days.

         2.     If any one or more of the following events listed below ("events

of default") shall occur and remain uncured for a period of fifteen (15) days

after the date of the letter from SBA to Winfield stating the event of default,

the entire unpaid balance of the principal and interest of the outstanding

indebtedness shall become immediately due and payable and without the necessity

of any demand, presentment, protest or notice upon Winfield, all of which are

expressly waived by Winfield. In addition, SBA may file and enforce the Consent

to Receivership, which is to be executed by Winfield simultaneously with the

execution of this Agreement, and apply to the U.S. District Court for the

appointment of SBA as Receiver and for a money judgment.

                (a)     Failure by Winfield to make payment of the Indebtedness

                        pursuant to the terms of this Agreement;

                (b)     Any violation of SBA's Act or Regulations by Winfield

                        that SBA is not currently aware of;

                                       1

<PAGE>

                                  EXHIBIT 10.1

                (c)     Material Adverse Change in the financial condition of

                        Winfield's operations including but not limited to, any

                        material reduction, other than the disposition of assets

                        (even below their carrying value) to repay SBA

                        indebtedness, in the value of Winfield's remaining

                        assets or any act of Winfield which in the reasonable

                        opinion of SBA imperils the prospect of full performance

                        or satisfaction of Winfield's obligations herein. For

                        purposes of this subsection, a material adverse change

                        shall mean a 50% decline in the value of the equity of

                        the remaining assets (above SBA's debt);

                (d)     The rendering of any judgment against Winfield or the

                        occurrence of any attachment of any of its properties

                        involving in excess of $50,000 which shall not be paid,

                        stayed on appeal, discharged, bonded, or dismissed for a

                        period of thirty (30) days or more;

                (e)     Dissolution of the licensee;