INTERIM LOAN AGREEMENT

THIS INTERIM LOAN AGREEMENT (this “ Agreement ”) is entered into as of the 9th day of October, 2009, by and between ENABLE HOLDINGS, INC., a Delaware corporation (“ Borrower ”) and HDIBU LLC, THEODORE DEIKEL, an individual, and TALOS PARTNERS LLC, a Delaware limited liability company (collectively, “ Lenders ”).

A.           Borrower and Lenders have on this date executed a Confidential Summary of Principal Terms and Conditions for a proposed investment by Lenders in Borrower, under which Lenders would purchase $5,000,000 of newly created preferred stock of Borrower, subject to the negotiation of binding agreements, which the parties are now discussing (the “ Investment ”).

B.           Borrower requires funds for paying ongoing expenses and costs associated with the ordinary course of its business.

C.           Borrower wishes to establish a line of credit with Lenders for the foregoing purposes, the principal sum of not to exceed $500,000.

D.           Lenders are willing to make the foregoing line of credit available, but only on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, upon these premises, which are incorporated herein, and for and in consideration of the terms and conditions set forth below, Borrower and each of the Lenders, severally and not jointly, agree as follows:

1.01         Capitalized Terms .  Unless otherwise indicated in this Agreement, capitalized terms used herein have the meanings given below:

(a)         “ Borrower’s Knowledge ” means the knowledge of any director or officer of Borrower, including facts of which directors and officers, in the reasonably prudent exercise of their duties, should be aware.

(b)         “ Commitment ” means an aggregate principal amount of $500,000 as more fully described in Section 2.01 .

(c)         “ Confidential Information ” means trade secrets, confidential information, and know-how (including ideas, formulae, compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications, support documentation, drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related information).

(d)         “ Default ” has the meaning assigned in Section 6.01 of this Agreement.

(e)          “ Disclosure Schedules ” has the meaning specified in the preamble to Article IV.

(f)          “ Environmental Laws ” has the meaning set forth in Section 4.16 of this Agreement.

(g)         “ Exchange Act ” means the Securities Exchange Act of 1934, any amendments thereto, any successor statutes, and any regulations promulgated thereunder.

(h)         “ Infringe ” has the meaning set forth in Section 4.15(d) of this Agreement.

(i)           “ Intellectual Property ” means all of the following: (i) patents, patent applications, patent disclosures, and inventions (whether or not patentable and whether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, slogans, and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and copyrightable works; (iv) registrations, applications, and renewals for any of the foregoing; and (v) proprietary computer software (including data, data bases, and documentation).

(j)           “ Investment ” has the meaning assigned in the premises of this Agreement.

(k)          “ Investment Date ” has the meaning assigned in Section 2.05 of this Agreement.

(l)           “ License Agreement ” has the meaning assigned in Section 4.15(b) of this Agreement.

(m)         “ Line of Credit ” means the line of credit provided for in this Agreement.

(n)         “ Material Adverse Effect ” as used in this Agreement shall mean any change or effect that, individually or when taken together with all such other changes or effects, would be reasonably likely to be materially adverse to the assets, liabilities, financial condition, results of operations, or current or future business of such entity.

(o)         “ Note ” means that certain Convertible Promissory Note of Borrower evidencing the obligation of Borrower to repay the Line of Credit in the principal amount not to exceed the Commitment and otherwise in form and substance satisfactory to Lenders.

(p)         “ Note Rate ” has the meaning specified in Section 2.04 of this Agreement.

(q)         “ Person ” means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, other entity, or group (as defined in Section 13(d) of the Exchange Act).

(r)          “ Principal Advance ” shall mean such sum as requested, in writing, by Borrower to Lender.  In the event of Default, Lender shall not make any additional Principal Advances.

(s)          “ SEC Filings ” has the meaning specified in Section 4.06 of this Agreement.

(t)          “ Securities Act ” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.

(u)         “ Series A Preferred Stock ” shall mean shares of Borrower’s stock designated Series A Preferred Stock.

(v)          “ Subsidiaries ” shall have the meaning set forth in Section 4.01 .

(w)         “ Transaction Documents ” shall have the meaning set forth in Section 2.07 .

1.02         Miscellaneous Terms .  All terms not specifically defined have the meanings assigned to such terms by generally accepted definitions.

1.03         Interpretation .  Section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.  Except when the context clearly requires to the contrary:  (a) all references in this Agreement to designated “Sections” are to the designated Sections and other subdivisions of this Agreement; (b) instances of gender or entity-specific usage (e.g., “his,” “her,” “its,” or “individual”) shall not be interpreted to preclude the application of any provision of this Agreement to any individual or entity; (c) the word “or” shall not be applied in its exclusive sense, unless the context otherwise requires; (d) “including” shall mean that the items listed are illustrative and not exclusive or limiting; (e) references to laws, regulations, and other governmental rules (collectively, “rules”), as well as to contracts, agreements, and other instruments (collectively, “instruments”), shall mean such rules and instruments as in effect at the time of determination (taking into account any amendments thereto effective at such time without regard to whether such amendments were enacted or adopted after the effective date of this Agreement) and shall include all successor rules and instruments thereto; (f) references to “$,” “cash,” or “dollars” shall mean the lawful currency of the United States; (g) references to “federal” shall be to laws, agencies, or other attributes of the United States (and not to any state or locality thereof); (h) the meaning of the terms “domestic” and “foreign” shall be determined by reference to the United States; (i) references to “days” shall mean calendar days; references to “business days” shall mean all days other than Saturdays, Sundays, and days that are legal holidays in the state of New York; (j) references to monthly or annual anniversaries shall be to the actual calendar months or years at issue (taking into account the actual number of days in any such month or year); (k) days, business days, and times of day shall be determined by reference to local time in New York; (l) the English language version of this Agreement shall govern all questions of interpretation relating to this Agreement, notwithstanding that this Agreement may have been translated into, and executed in, other languages; (m) whenever in this Agreement a Person or group is permitted or required to make a decision in its “discretion” or under a grant of similar authority or latitude, such Person or group shall be entitled to consider only such interests and factors as it deems appropriate, in its absolute discretion; and (n) whenever in this Agreement a Person or group is permitted or required to make a decision in its “good faith” or under another express standard, the Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law.

2.01         The Commitment .  So long as Borrower is not in Default, and subject to the restrictions set forth in Section 2.02 , Lenders agree to make Principal Advances to Borrower from time to time in amounts not to exceed in the aggregate $500,000 pursuant to the terms and conditions of this Agreement.

2.02         Advances .  Principal Advances under the Line of Credit shall be in amounts of $250,000 each transmitted on the next business day after the execution and delivery of this Agreement and thereafter, subject to Lenders’ continuing satisfaction of the term and conditions set forth in this Agreement, on the one-week and two-week anniversaries of the first Principal Advance.

2.03         Restrictions .  Principal Advances made from time to time under the Line of Credit may be used solely for the purposes set forth on Exhibit A .  At the request of Lenders, special disbursal arrangements through escrow or similar third parties will be implemented to Lenders’ reasonable satisfaction to provide for disbursal of Line of Credit proceeds directly to creditors of Borrower.  Evidence of such permissible use and amount satisfactory to Lenders in the exercise of their reasonable judgment shall be supplied to Lenders prior to a Principal Advance.

2.04         Interest Rate .  Amounts owing on the Line of Credit shall accrue interest monthly at an annual interest rate equivalent to the U.S. Prime Rate, which is the base rate on corporate loans posted by at least 70% of the 10 largest U.S. banks, (as quoted in the Wall Street Journal) on the last day of each month or the date of each payment, plus 500 basis points (the “ Note Rate ”).

2.05         Repayment .  The full amount of principal borrowed under this Line of Credit and all accrued interest shall be due and payable on the earlier of: (a) if the Investment is not completed by November 30, 2009 (the “ Investment Date ”), within 60 days after demand by Lenders; (b) if the Investment is completed on or before the Investment Date, on the Investment Date with proceeds from such Investment; or (c) at the election of Lenders, by conversion into Series A Preferred Stock if the Investment is not completed by the Investment Date.

2.06         Documentation .  The obligation of Borrower to repay the Line of Credit shall be evidenced by the Note, this Agreement, and such other documents, instruments, and agreements as Lenders may deem necessary (the “ Transaction Documents ”).

The execution and performance of this Agreement by Lenders, including each and every Principal Advance under the Line of Credit, are subject to the following conditions precedent, unless waived by Lenders:

3.01         Documents .  Borrower shall execute and deliver to Lenders this Agreement, a Note in favor of each of the Lenders in the amount to be advanced by such Lender and all other documents deemed necessary or desirable by Lenders.

3.02         Permissible Use and Amount .  Borrower shall supply evidence of permissible use (as defined in Section 2.03 above) and amount to Lenders prior to a Principal Advance, which shall be satisfactory to Lenders in the exercise of their reasonable judgment.

3.03         Amendment of Charter .  Borrower shall approve an amendment to its certificate of incorporation setting forth the rights, privileges and preferences of its preferred stock and shall use its best efforts to file such amendment within five business days of the Effective Date.

3.04         Acquisition of Warrants .  Borrower shall use its best efforts to obtain an agreement, in a form acceptable to Lenders, to cancel an aggregate of 38,000,000 issued and outstanding common stock purchase warrants issued to certain investors, including Dawn Geras, David Geras, Theodore Deikel and others, which are exercisable at exercise prices of $0.10 or $0.25 per share.

In connection with this Agreement and the transactions contemplated hereby, Borrower shall deliver disclosure schedules that shall be correspondingly numbered to the sections of this Article IV (the “ Disclosure Schedules ”).  The Disclosure Schedules shall contain complete and correct copies, as presently in effect, of all documents, agreements, instruments, arrangements, contracts, commitments, or writings of any nature (including any amendments thereto) that in any way relate to the items listed, described, or disclosed therein.

As an inducement to and to obtain the reliance of Lenders, Borrower hereby represents and warrants that, except as set forth in the Disclosure Schedules delivered herewith:

4.01         Organization, Good Standing, and Qualification .  Each of Borrower and its Subsidiaries is an entity duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to carry on its business as now conducted and to own its properties.  Each of Borrower and its Subsidiaries is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify has not and could not reasonably be expected to have a Material Adverse Effect.  Borrower’s Subsidiaries are reflected in the Borrower’s SEC Filings (as defined below).

4.02         Authorization .  Borrower has full power and authority and has taken all requisite action on the part of the company and its officers, directors, and stockholders necessary for: (a) the authorization, execution, and delivery of the Transaction Documents; (b) authorization of Borrower’s performance of all obligations hereunder or thereunder; and (c) the authorization, issuance (or reservation for issuance), and delivery of the Investment.  The Transaction Documents constitute the legal, valid, and binding obligations of Borrower, enforceable against Borrower in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors’ rights generally.

4.03         Capitalization .

(a)           Borrower is authorized to issue: (i) 200,000,000 shares of common stock, $0.001 par value, of which 19,726,678 shares are issued and outstanding as of the date of this Agreement, 70,943,527 shares are reserved for issuance on the exercise of outstanding options and warrants; and (ii) 25,000,000 shares of preferred stock, $0.001 par value per share.  The common stock has the voting powers, designations, preferences, rights, qualifications, limitations, and restrictions set forth in Borrower’s Certificate of Incorporation and amendments thereto.  All of the issued and outstanding shares of Borrower’s capital stock have been duly authorized and validly issued and are fully paid and nonassessable and not issued in violation of the preemptive right of any Person.  The undesignated preferred stock may be issued in such series with the voting powers, designations, preferences, rights, and qualifications, limitations, or restrictions as may be duly approved by Borrower’s board of directors.  All of the issued and outstanding shares of Borrower’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights and were issued in full compliance with applicable law and any rights of third parties.  All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable, and free of preemptive rights; were issued in full compliance with applicable law and any rights of third parties; and are owned by Borrower, beneficially and of record, subject to no lien, encumbrance, or other adverse claim.  No Person is entitled to preemptive or similar statutory or contractual rights with respect to any securities of Borrower.  Except as described above, there are no outstanding warrants, options, convertible securities, or other rights, agreements, or arrangements of any character under which Borrower or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither Borrower nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind.  Except as described on Schedule 4.03 and except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements, or other agreements of any kind among Borrower and any of Borrower’s security holders relating to the securities of Borrower held by them.  Borrower has not granted any Person the right to require Borrower to register any securities of Borrower under the Securities Act, whether on a demand basis or in connection with the registration of securities of Borrower for its own account or for the account of any other Person.

(b)            Schedule 4.03 sets forth a true and complete table setting forth the pro forma capitalization of Borrower on a fully diluted basis giving effect to: (i) the issuance of the Series A Preferred Stock; (ii) any adjustments in other securities resulting from the issuance of the Series A Preferred Stock; and (iii) the exercise or conversion of all outstanding securities.  Except as described on Schedule 4.03 , the consummation of the Investment will not obligate Borrower to issue shares of common stock or other securities to any other Person (other than Lenders) and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding security.

(c)           Borrower does not have outstanding stockholder purchase rights or any similar arrangement in effect giving any Person the right to purchase any equity interest in Borrower upon the occurrence of certain events.

4.04         Valid Issuance .  The shares of Series A Preferred Stock have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, will be validly issued, fully paid, and nonassessable, and shall be free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.  Borrower has reserved a sufficient number of shares of common stock for issuance upon the conversion of the Series A Preferred Stock, free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.

4.05         Consents .  The execution, delivery, and performance by Borrower of the Transaction Documents and the offer, issuance, and sale of the Series A Preferred Stock require no consent of, action by or in respect of, or filing with any Person, governmental body, agency, or official other than filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws that Borrower undertakes to file within the applicable time periods.  Borrower has taken all action necessary to exempt the issuance and sale of the Series A Preferred Stock and the other transactions contemplated by the Transaction Documents from the provisions of any anti-takeover, business combination, or control share law or statute binding on Borrower or to which Borrower or any of its assets and properties may be subject or any provision of Borrower’s Certificate of Incorporation, Bylaws, or any stockholder rights agreement that is or could become applicable to Lenders as a result of the transactions contemplated hereby, including the issuance of the Series A Preferred Stock and the ownership, disposition, or voting of the Series A Preferred Stock by Lenders or the exercise of any right granted to Lenders pursuant to this Agreement or the other Transaction Documents.

4.06         Delivery of SEC Filings; Business .  Borrower has provided Lenders with copies of Borrower’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and all other reports filed by Borrower pursuant to the Exchange Act since the filing of that 10-K and prior to the date hereof (collectively, the “ SEC Filings ”).  The SEC Filings are the only filings required of Borrower pursuant to the Exchange Act for such period.  Borrower and its Subsidiaries are engaged only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of