AGREEMENT

SOVEREIGN BANK, having an office at 619 Alexander Road, Princeton, New Jersey 08540 (“Lender”);

YOMAH, INC., a New Jersey corporation, having an address of 207 Carey Street, Lakewood, New Jersey 08701 (“Borrower”);

SHEILA ROTTENBERG, AHARON ROTTENBERG (collectively, the “Individual Guarantors”), and KEDMA, INC., a New Jersey corporation (the “Corporate Guarantor” and, together with the “Individual Guarantors” collectively referred to herein as “Guarantors”) for purposes of this Agreement all having an address at 207 Carey Street, Lakewood, New Jersey 08701 (singly by name, and collectively, “Guarantors”);

BARRY HERTZ, TRACK DATA CORPORATION, a Delaware corporation, SILVER POLISH, LLC, a New Jersey limited liability company, and ISAAC GENUTH , for purposes of this Agreement having an address c/o Steven Pfeffer, Esq., 2105 West County Line Road, Jackson, New Jersey 08527 (jointly and severally, singly by name, and collectively, “Assignees”)

WHEREAS, Borrower is justly indebted to Lender in the principal amount of $22,029,000.00 (the “Loan”) pursuant to two promissory notes executed by Borrower, the first being a promissory note dated April 4, 2005 in the principal amount of $20,943,147.00 (“Note I”), and the second being a promissory note entitled Letter of Credit Reimbursement Note, dated April 4, 2005 in the principal amount of $1,085,853.00 (“Note II”); and

WHEREAS, Note I has an unpaid principal balance as of April 1, 2009 of $12,887,657.60 exclusive of interest, late fees, fees and costs due Lender (the “Note I Underlying Indebtedness”); and

WHEREAS, Note II serves as evidence of the Borrower’s obligation to pay Lender up to $542,927.00 in the event the Township of Lakewood (“Beneficiary”) draws down upon a certain Amended LC (herein defined) prior to its expiration date of April 4, 2010 (the “Note II Underlying Indebtedness”); and

WHEREAS, the Note I Underlying Indebtedness and the Note II Underlying Indebtedness are collectively referred to herein as the “Underlying Indebtedness”); and

WHEREAS, Note I and Note II   (collectively, the “Notes”) are secured by a certain Mortgage made by Borrower in favor of Lender dated April 4, 2005 and recorded in the Ocean County Clerk’s Office on April 11, 2005 in MB 12558 at Page 29 et seq. (the “Mortgage”) which Mortgage continues to encumber all of the real property described therein including, but not limited to, Borrower’s rights in and to the common areas, unimproved streets and rights of way, together with all other appurtenances and hereditaments located within and related to that certain subdivision located in the Township of Lakewood, New Jersey commonly known as Sterling Place (collectively, the “Mortgaged Premises” or “Mortgaged Property”); and

WHEREAS, The Individual Guarantors and Corporate Guarantor executed guaranties of payment in favor of Lender dated April 4, 2005 (collectively, the “Guaranties”) guaranteeing payment in full of all sums due Lender under the Notes, Mortgage, Modification Agreement (hereinafter defined), and the other documents executed by Borrower and/or Guarantors in favor of Lender in connection with the Loan (such Notes, Mortgage, Mortgage Modification and other documents being collectively, the “Loan Documents”); and

WHEREAS, To better secure the Guaranties, the Guarantors executed and delivered to Lender a second mortgage and security agreement which was recorded in the Ocean County Clerk’s Office on July 27, 2007 in Mortgage Book 13726 at page 157 et seq . (the “Second Mortgage”) which Second Mortgage encumbers, among other properties, twenty-four (24) condominium units owned by Individual Guarantors located in the Township of Lakewood, Ocean County, New Jersey (the “Condo Units”); and

WHEREAS, Yomah and the Guarantors executed in favor of Lender a Modification and Extension Agreement dated July 26, 2007, which was recorded in the Ocean County Clerk’s Office on July 27, 2007, in MB 13726 at page 0176 et seq. (Modification Agreement”); and

WHEREAS, At Borrower’s request, Lender issued an Irrevocable Standby Letter of Credit dated April 4, 2005 in favor of the Beneficiary in the face amount of $1,085,853.00 bearing No. 3844 (the “Original LC”); and

WHEREAS, By resolution dated December 13, 2007, the Beneficiary agreed to reduce the face amount of the Original LC to $542,927.00, and on July 8, 2008, Lender issued an amendment to the Original LC entitled Amendment #1 to Irrevocable Standby Letter of Credit No. 3844 reducing the face amount of the Original LC from $1,085,853.00 to $542,927.00 (the “Amended LC”) which Amended LC was accepted by the Beneficiary on July 17, 2008; and

WHEREAS, The Amended LC expires pursuant to its terms on April 4, 2010. The Amended LC has not been drawn upon as of the date hereof; and

WHEREAS, Borrower acknowledges the accuracy of the Underlying Debt and Borrower’s obligation to pay same to Lender’ and

WHEREAS, Borrower acknowledges that it has defaulted on the Notes and the Guarantors acknowledge that they have defaulted on their respective Guaranties and that said events of default continue through the date hereof; and

WHEREAS, By virtue of Borrower’s and Guarantors’ aforementioned defaults, Lender has instituted a foreclosure action against Yomah, Inc. et als. in the Superior Court, Chancery Division, Ocean County (the “Court”), bearing Docket No. F25192-08 (the “Yomah Foreclosure Action”) seeking to foreclose upon those lots in Sterling Place which continue to be encumbered by the Mortgage; and

WHEREAS, in consideration of payment to Lender of the sums referenced below, (i) Assignees desire to acquire from Lender an assignment without representations, warranties or recourse of all of Lender’s rights in and to the Yomah Foreclosure Action and in and to the loan documents referred to therein related to the Sterling Place property (collectively, the “Yomah Loan Documents”), except Assignees do not desire to take an assignment of any corporate or personal guarantees executed by the Guarantors in favor of Lender, inclusive of those Guaranties executed by Borrower and Guarantors in favor of Lender with respect to the Second Mortgage encumbering the Condo Units, and (ii) Lender desires to assign all of such rights under the terms and conditions set forth herein; and

WHEREAS, Borrower, Guarantors and Assignees have jointly proposed a settlement arrangement to Lender for its consideration; and

WHEREAS, Borrower, Guarantors and Assignees have advised Lender that they have entered into separate agreement(s) by, between and among themselves with respect to the subject matter of this Agreement (the “Other Agreements”); and

WHEREAS, Borrower, Guarantors and Assignee acknowledge and confirm that Lender is not a party to any of the Other Agreements nor privy to the contents of same and further, that none of said parties have entered into any separate or side agreement, written or oral, with Lender regarding the subject matter of this Agreement.

NOW THEREFORE, in consideration of the sum of Ten and 00/100 ($10.00) Dollars and other good and valuable consideration, and in further consideration of the mutual promises and covenants made by the Parties set forth herein, the Parties agree as follows:

1. (A) So long as the Borrower, Guarantors and Assignees perform their respective duties and obligations set forth herein and are free from default hereunder, Lender agrees to forbear from issuing execution or seeking the appointment of a receiver or becoming mortgagee in possession concerning the Mortgaged Property or under the Yomah Foreclosure Action, except as otherwise permitted in Section 4 of this Agreement. In consideration therefor, and of the Lender’s conditional agreement to accept a discounted price for the assignment of the Loan, and with Borrower’s and Guarantors’ full knowledge, approval and consent, Assignees shall pay to Lender the Loan purchase sum of EIGHT MILLION EIGHT HUNDRED THOUSAND AND 00/100 ($8,800,000.00) (the “Settlement Sum”) in the manner provided in Section 2 of this Agreement which Settlement Sum Borrower, Guarantors and Assignees acknowledge represents a substantial discount of the Underlying Indebtedness due Lender. In addition to payment of the Settlement Sum to Lender, Assignees also agree to “replace” (which term shall include a payment to the Lender in the form of bank or certified check in the amount of $542,927 and, if such Amended LC is sooner drawn upon by its beneficiary, Township of Lakewood, then, to the extent such draft is honored, “replace” shall also include the reimbursement of Lender for the amount of such honored drafts) the Amended LC prior to June 15, 2009, TIME BEING OF THE ESSENCE, unless that deadline is extended as permitted pursuant to Section 2(d) herein, of if the Amended LC is drawn upon by the Beneficiary prior to the “Amended LC Payment Deadline” or the “Extended Amended LC Payment Deadline” (as those terms are defined in Section 2(d) herein), in which case Assignees shall pay the Lender the sum of $542,927 within twenty- four hours of notice by Lender to the Assignees that the Amended LC has been drawn upon, TIME BEING OF THE ESSENCE.

(B) Upon (a) full payment of the Settlement Sum, and (b) replacement of the Amended LC, whichever event is last to occur, and only then, shall Lender be obligated to assign to Assignees, without representations, warranties or recourse, all of the Lender’s then right, title and interest in and to the existing Yomah Foreclosure Action and the Loan Documents (specifically excluding from such assignment (i) The Guaranties (ii) Lender’s rights against the Guarantors pursuant to their respective Guaranties, (iii) the Second Mortgage and (iv) Lender’s rights and remedies against the properties encumbered by the Second Mortgage). So long as there is no default hereunder by the Borrower, Guarantors and/or Assignees, then, pending final payment of the Settlement Sum and replacement of the Amended LC as herein provided, and provided Borrower, Guarantors or Assignees have not defaulted on this Agreement, Lender agrees, at Borrower’s, Guarantors’ and Assignees’ request, not to issue execution to enforce the foreclosure judgment against Borrower and/or Guarantors and/or the Mortgaged Property in the Yomah Foreclosure Action but may obtain a Final Judgment against the named defendants in said Yomah Foreclosure Action. No provision in this Agreement shall limit or is intended to limit or prevent Lender from enforcing its rights and pursuing its remedies against any of the Guarantors under their respective Guaranties or under the Second Mortgage encumbering the Condo Units. Additionally, Borrower and Assignees agree that they shall not, singly and/or collectively, interfere with Lender’s rights to foreclose upon the Condo Units or pursue any other right Lender possesses under the Guaranties, the Second Mortgage, or by virtue of law including, but not limited to, Lender’s right to have a rent receiver appointed for the Condo Units.

2. The Settlement Sum shall be paid to the Lender by the Assignees as follows:

(a) Upon execution of this Agreement by Borrower, Guarantors and Assignees, the Assignees shall pay to Lender the sum of $500,000.00 representing a “good faith” deposit (the “Initial Deposit”). Once this Agreement is executed by Borrower, Guarantors and Assignees and delivered to Lender, their agreement herewith shall be irrevocable for a period of twenty-one (21) days from the date Lender receives same to afford the Lender a power of acceptance hereof to be manifest by the Lender countersigning same within the twenty-one (21) day interval. The Initial Deposit shall be in the form of a bank or certified check payable to the Lender, or by federal wire transfer as Lender may instruct. In the event Lender does not approve of the terms of this Agreement and fails to sign same within twenty-one (21) days following its full execution by Borrower, Guarantors and Assignee, this Agreement shall automatically cease and terminate and be of no force and effect and the Initial Deposit shall be returned to Assignees whereupon Lender shall be free to enforce the Loan, including, without limitation, resuming the prosecution of the Yomah Foreclosure. However, once Lender signs this Agreement and transmits a copy of same to Abraham Penzer, Esq. and Steven Pfeffer, Esq. (“Date of Delivery”) in accordance with the provisions of Section 16 herein, the Initial Deposit shall thereupon become the Lender’s property and shall become non-refundable to Assignees (the “Non-Refundable Initial Deposit”).

(b) Within three (3) business days following the Date of Delivery, TIME BEING OF THE ESSENCE, Assignees shall pay to Lender the additional sum of $4,500,000.00 (the “Additional Deposit”) by federal wire transfer to Lender’s account as Lender may instruct and thereupon the Additional Deposit shall become the Lender’s property and be non-refundable (the “Non-Refundable Additional Deposit”). The Non-Refundable Initial Deposit and the Non-Refundable Additional Deposit are sometimes collectively referred to herein as the “Non-Refundable Deposits”.

(c) In the event the Non-Refundable Additional Deposit is not timely paid to Lender as herein provided, this Agreement shall be null and void and Lender shall retain the Non-Refundable Initial Deposit and may proceed to enforce the Loan, including, without limitation, prosecuting the Yomah Foreclosure Action. In such an event, Borrower, Guarantors and Assignees acknowledge that the Non-Refundable Initial Deposit shall not be applied to reduce the principal balance, interest, fees or costs due Lender under the Notes or any of the Loan Documents but, rather, shall serve as agreed liquidated damages for Assignees’ failure to consummate the transaction as contemplated herein which sum Borrower, Guarantors and Assignees agree represents fair and reasonable damages for Assignees’ failure to pay the Additional Deposit since it is extremely difficult with any degree of accuracy to measure the actual damages Lender would incur if the Borrower, Guarantors and/or Assignees default hereunder.

(d) Simultaneously with the payment of the Additional Deposit, the Assignees shall execute in favor of Lender a promissory note (“Assignees’ Note”) as evidence and not in payment of the balance, which Assignees’ Note shall be in the form annexed and in the principal sum of $4,342,927 (which sum includes the balance of the Settlement Amount ($3,800,000) plus the amount of the Amended LC ($542,927)). The Assignees’ Note shall provide that by June 15, 2009, TIME BEING OF THE ESSENCE, (the “Amended LC Payment Deadline”) Assignees shall reduce the principal amount of the Note by the principal sum of $542,927 which shall be paid to Lender in the form of a certified check, bank check, or federal wire transfer as Lender may instruct. In the event Assignees fail to reduce the Assignees’ Note in the amount of $542,927 by the Amended LC Payment Deadline, Assignees shall be in default hereunder and the provisions of Section 6 of this Agreement shall be applicable and controlling. The Assignees’ Note shall also provide that Assignees shall be permitted to extend the Amended LC Payment Deadline until July 15, 2009, TIME BEING OF THE ESSENCE (the “Extended Amended LC Payment Deadline”), provided no later than May 1, 2009, or ten (10) days following the date the Lender executes this Agreement, whichever event is later to occur, TIME BEING OF THE ESSENCE as to all such dates, assuming the Beneficiary has not drawn upon the Amended LC by said date, Assignees post with the Beneficiary a Replacement LC and request in writing that the Beneficiary accept same in substitution of the Amended LC.

A copy of the written request shall be delivered to the Lender at the same time it is delivered to the Beneficiary. In the event the Beneficiary has not accepted the Replacement LC by the Extended Amended LC Replacement Deadline, Assignees shall pay Lender the sum of $542,927 within two business days thereafter, TIME BEING OF THE ESSENCE , which payment shall be applied toward reducing the outstanding principal balance of the Assignee’s Note and in the event Assignees fail to reduce the Note in the amount of $542,927 as herein provided, Assignees shall be in default hereunder and the provisions of Section 6 of this Agreement shall be applicable and controlling. The Assignees’ Note shall have a term of six (6) months and be payable in full upon the expiration thereof (the “Maturity Date”). Assignees shall have the right to make prepayments on the Assignees’ Note at any time prior to the Maturity Date without penalty. Interest shall be payable upon the Note’s maturity date, whether at stated maturity or by acceleration, and accrue on the principal sum of the Assignees’ Note at the annual rate of ten percent(10.00%). However, Lender agrees to waive the interest due on the Assignee’s Note if, and only if, the full principal sum due Lender is paid in full on or before the Maturity Date. In the event that the Assignee’s Note is not paid on the Maturity Date, whether by virtue of the stated maturity or by acceleration, then such interest from the date of the Assignee’s Note shall be due upon Lender’s demand and shall continue to accrue until the Assignee’s Note is paid in full.

3. Provided the total of $5,000,000 in such Non-Refundable Deposits has been timely paid to Lender without default or offset as required in Sections 2(a) and 2(b) above, and Assignees have executed and delivered to Lender the Assignee’s Note as set forth in Section 2(d) above, and provided further that the Borrower, Guarantors and/or Assignees are not in default under this Agreement, then, in that event, pending the Maturity Date set forth in the Assignee’s Note and subject to the following provisions and protocols and upon the written request of Borrower (or a legal representative of Assignee if Borrower has theretofore conveyed title to Assignees pursuant to Section 5 of this Agreement), the Lender agrees to execute and deliver releases of individual Sterling Place dwelling units and respective lots from the lien of the Mortgage (each release so requested is referred to herein as a “Unit Release”) in consideration of payment to the Lender of the fixed sum of $275,000 each (the “Unit Release Fee”). Each Unit Release Fee shall be applied both toward the principal balance due Lender under the Assignee’s Note referenced in Section 2(d) above, which represents the deferred portion of the Settlement Sum discounted purchase price for the Loan and replacement of the Amended LC. Lender shall also credit the undisc