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Exhibit 10.1

Quatech, Inc.

5675 Hudson Industrial Parkway

Hudson, Ohio ###-###-####

Attention: Steven D. Runkel, President

Reference is made to a Credit Agreement dated July 28, 2000, as amended by a certain First Amendment to Credit Agreement dated as of March 25, 2002, a Second Amendment to Credit Agreement dated as of September 4, 2002, a Third Amendment to Credit Agreement dated November 25, 2003, a Fourth Amendment to Credit Agreement dated July 21, 2005 and a Fifth Amendment to Credit Agreement dated on or about February 2006 (as amended, the “Credit Agreement”) by and among Quatech, Inc. (fka WR Acquisitions, Inc.) (the “Borrower”), each of the Guarantors specifically, Steven D. Runkel and William J. Roberts (as defined in the Credit Agreement) and National City Bank (“Bank” or “National City”). Borrower additionally has certain commercial credit card accounts with Bank. Capitalized terms used but not otherwise defined in this letter, shall have the meanings given such terms in the Credit Agreement. All the foregoing, all other evidence of Debt owing from Borrower to Bank, all security agreements and Related Writings and any amendments and supplements, collectively referred to as the “Quatech Loan Documents”.

The Revolving Note and Term Note C matured respectively August 1 and August 5, 2007 (“Maturity”). Additionally, Borrower has failed to comply with the financial covenant set forth in Section 3B.03 of the Credit Agreement for the period ended June 30, 2007 which covenant requires compliance with a Debt Service Coverage. Borrower has also failed to comply with the covenant set forth in Section 3B.02 of the Credit Agreement for the period ended June 30, 2007 which covenant requires compliance with a Senior Debt to EBITDA Ratio (the foregoing failures to comply with covenants are collectively referred to as the “Covenant Violations”). As a result of the Maturity and the Covenant Violations, Bank has the right to exercise all rights and remedies available to Bank under the Quatech Loan Documents and under law.

Bank, Borrower and Guarantors entered into a Reservation of Rights Letter and Loan Continuation Standstill Agreement, dated as of August 1, 2007 (“Reservation of Rights Letter”). The Reservation of Rights letter provides for among other things, that Bank would continue to make credit available under the Revolving Note and defer exercising its rights and remedies until August 24, 2007. Borrower and Guarantors’ agreed and acknowledged that by not exercising the foregoing rights at this time or any other rights, powers and remedies available to Bank under the Quatech Loan Documents, Bank did not and does not waive, and reserved, all of its rights, powers and remedies. This Reservation of Rights Letter is not a renewal or novation of either the Revolving Note or Term Note C and shall not operate or be construed as a waiver of any right, power or remedy of Bank under the Quatech Loan Documents and under law.

Quatech has requested that National City continue to extend credit pursuant to the Quatech Loan Documents and refrain and forbear from exercising the rights and remedies against Quatech available to National City following acceleration and demand for payment to allow Quatech time to seek and secure complete repayment of the Quatech Debt (as defined below) by the financial structuring further described on Exhibit A (the “Refinancing”);

This letter confirms that (i) the amount of Borrower's Debt to Bank as of August 29, 2007 is the principal amount of $1,982,000.00 on the Revolving Note and the principal amount of $279,367.00 on Term Note C plus interest on the foregoing plus the amount outstanding on certain commercial credit card accounts in the approximate amount of $112,052.18 (“Quatech Debt”) (ii) Bank is the perfected first priority secured creditor in all assets of Quatech (iii) Quatech and each of the Guarantors requested that Bank continue to make credit available under the Revolving Note and defer exercise of its rights and remedies under the Quatech Loan Documents and applicable law, for the period from the date of this letter agreement to the earliest of (such

period being referred to herein as the “Forbearance Period”): (I) November 30, 2007, (II) repayment of the Quatech Debt in full or (III) the occurrence of a Terminating Event (as defined below), and; (iv) Bank is willing to do so under the terms and subject to the conditions set forth in this letter agreement. In consideration of the representations and warranties set forth below and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Representations and Warranties

Forbearance and Deferral Agreement

Consideration for Forbearance and Deferral Agreement

C.

Installment payments of the Forbearance Fee will be deducted from Quatech’s checking account and National City shall be permitted and is hereby authorized by Quatech to debit any account of Quatech on the day upon which an installment payment is due. If a Terminating Event should occur, the entire unpaid balance of the Forbearance Fee shall be immediately due and owing. If the Refinancing should occur prior to or on November 30, 2007, all installments of the Forbearance Fee scheduled to be paid on November 30, 2007 or after the Refinancing will be forgiven.

Warrant of Attorney.

Borrower authorizes any attorney-at-law (a) to appear in any state or federal court of record in the United States after any obligation evidenced or referred to in this Agreement matures whether occurring by lapse of time or by acceleration; (b) to waive the issuance and service of process; (c) to confess judgment against Borrower in favor of Bank or other holder of this Agreement or the obligations referenced in this Agreement for the amount then appearing due from such party, together with interest and costs of suit; and (d) to release all errors and waive all rights of appeal and stay of execution. This warrant of attorney to confess judgment is a joint and several warrant of attorney. The warrant of attorney shall survive any judgment; and if any judgment be vacated for any reason, the holder hereof nevertheless may hereafter use the foregoing warrant of attorney to obtain an additional judgment or judgments against Borrower or any one or more of them. Borrower hereby expressly waives any conflict of interest that the holder’s attorney may have in confessing such judgment against such parties and expressly consents to the confessing attorney receiving a legal fee from the holder for confessing such judgment against Borrower.

Waiver of Jury Trial.

EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, THE DOCUMENTS OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY

PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. IN ADDITION, EACH PARTY WAIVES THE RIGHT TO CLAIM OR RECOVER IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY DAMAGES OTHER THAN OR IN ADDITION TO ACTUAL DAMAGES.

Release

In consideration of the accommodations being made available by National City to or for the benefit of Quatech under this letter agreement, including, without limitation, the forbearance on the part of National City, Quatech for itself and its agents, employees, representatives, officers, successors and assigns, do hereby remise, release and forever discharge National City and their respective shareholders, subsidiaries, affiliates, directors, servants, agents, employees, representatives, officers, attorneys and their respective heirs, personal representatives, successors and assigns (collectively, the “Released Parties”) of and from any and all claims, counterclaims, demands, actions and causes of action of any nature whatsoever, whether at law or in equity, including, without limitation, any of the foregoing arising out of or relating to the transactions described in this letter agreement, the Quatech Loan Documents or any Related Writing, which against the Released Parties, or any of them, Quatech now has or hereafter can or may have for or by reason of any cause, matter or thing whatsoever, from the beginning of the world to the date of this letter agreement. In addition, Quatech agrees not to commence, join in or prosecute any suit or other proceeding in a position that is adverse to any of the Released Parties arising directly or indirectly from any of the foregoing matters.

Indemnification

From and after the date of this letter agreement, each of Quatech shall indemnify, defend and hold harmless National City and their respective shareholders, subsidiaries, affiliates, directors, servants, agents, employees, representatives, officers, attorneys and their respective heirs, personal representatives, successors and assigns (severally and collectively, the “Indemnified Parties”) against and from any and all liability for, and against and from all losses or damages Indemnified Parties may suffer as a result of, any claim, demand, cost, expense, or judgment of any type, kind, character or nature (including attorneys' fees and court costs), which Indemnified Parties shall incur or suffer as a result of (i) any act or omission of Quatech or any of its agents or representatives in connection with the transactions described in this letter agreement, the Quatech Loan Documents or any Related Writing, (ii) the inaccuracy of any of the representations or warranties of Quatech or (iii) the breach of any of the respective covenants set forth herein of either Quatech. This indemnification shall survive execution and delivery of this letter agreement.

Miscellaneous

Except as otherwise expressly provided herein, the Quatech Loan Documents, as amended, remains in full force and effect. Any default under, or breach of, the terms of this letter agreement shall constitute an Event of Default under, and breach of, the Quatech Loan Documents. Further, National City’s agreement to forbear from exercising its rights and remedies under the Quatech Loan Documents based on the terms and subject to the conditions set forth in this letter agreement shall not constitute an expressed or implied course of dealing for any future payment requirements or any other action that National City may take in connection with, or relating to, the Quatech Loan Documents.

If you are in agreement with the foregoing terms and conditions, please sign all two enclosed copies of this letter agreement and return them to me. Once I have signed originals from you, I will provide you with an original executed copy. Should you have any questions, please do not hesitate to call me. If acceptance is not received by August 31, 2007, then the terms contained herein shall expire and be non-binding upon National City.

Sincerely,

Patrick Whelan

Vice President

WARNING – BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

ACCEPTANCE

SIGNATURES AND NOTARY PROVISIONS ON NEXT PAGE

WARNING – BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

BEFORE ME, a Notary Public in and for said County and State, personally appeared Steven D. Runkel in his capacity as President of the above-named entity, QUATECH, INC., who acknowledged that he did sign the foregoing for and on behalf of that entity, with all necessary power and authority to do so, and that the same is the free act and deed of that entity and is the free act and deed of such individual personally and in the capacity hereinbefore set forth.

IN TESTIMONY, I set my hand and official seal this          day of August 2007

BEFORE ME, a Notary Public in and for said County and State, personally appeared                      in his capacity as                      of the above-named entity, QUATECH, INC., who acknowledged that he did sign the foregoing for and on behalf of that entity, with all necessary power and authority to do so, and that the same is the free act and deed of that entity and is the free act and deed of such individual personally and in the capacity hereinbefore set forth.

IN TESTIMONY, I set my hand and official seal this          day of August 2007