Letter Agreement Clarifying Convertible Note Funding—Harbor Business Acquisition Corp., Harbor Healthcare Holding LLC, and Moreco Partners LLC

Summary

This agreement between Harbor Business Acquisition Corp., Harbor Healthcare Holding LLC, and Moreco Partners LLC clarifies that certain convertible notes, though executed on August 24, 2006, were not funded at that time. The parties agree that the notes will be funded immediately before the company's initial public offering, and no interest will accrue until funding occurs. The agreement ensures all parties understand the timing and conditions for funding and interest accrual related to the notes.

EX-10.1 7 b414687ex_10-1.txt EXHIBIT 10.1 Exhibit 10.1 Harbor Business Acquisition Corp. 200 Highpoint Drive, Suite 215 Chalfont, PA 18914 As of October 3, 2006 Harbor Healthcare Holding LLC Moreco Partners LLC Gentlemen: Reference is made to those certain Convertible Notes (the "Notes") dated August 24, 2006 made by Harbor Business Acquisition Corp. (the "Company") in favor of each of (i) Harbor Healthcare Holding LLC ("HHC") in the amount of up to $345,000 and (ii) Moreco Partners LLC ("MP") in the amount of up to $575,000. This letter agreement is to clarify the parties intentions at the time the Notes were issued. The parties intended that the Notes be executed on or prior to the filing of the Registration Statement filed on August 25, 2006 (the "Registration Statement") and the Notes were so executed on August 24, 2006. However, the parties did not intend and so disclosed in the Registration Statement that the Notes were issued but not funded. The parties acknowledge and agree that it was intended that the Notes would be funded and HHC and MP agree to fund the purchase price of the Notes immediately prior to the consummation of the Company's initial public offering. The parties acknowledge that the Notes have not been funded to date, and will not be funded until immediately prior to the consummation of the Company's initial public offering. As the Notes have not yet been funded, each of HHC and MP agree that interest does not accrue under the Notes until such time as the Notes are funded. Very truly yours, /s/ W. Thomas Lomax W. Thomas Lomax Chairman of the Board Acknowledged, Agreed to and Accepted: Harbor Healthcare Holding LLC By: /s/ Bennett P. Lomax ----------------------------------- Bennett P. Lomax Manager Moreco Partners LLC By: /s/ Robert Moreyra ----------------------------------- Robert Moreyra Managing Member