Exhibit 10.1

























Exhibit 10.2

WHEREAS, in connection with the consummation of the Transaction, Buyers have committed to cause Brookridge to pay by wire transfer of immediately available funds to a bank account designated by MGM all amounts necessary to discharge any amounts due in connection with the Credit Agreement, including interest and fees (collectively, the “Payoff Amount”); and

WHEREAS, in connection therewith and concurrent with the payment of the Payoff Amount, the parties hereto have determined that it is in their mutual best interests to terminate the Credit Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, and other good and valuable consideration, and as an inducement for the termination of the Credit Agreement and payment of the Payoff Amount, the parties hereto do hereby agree as follows:

1.

Termination of Credit Agreement.  Subject to the terms and conditions hereof, the Credit Agreement is hereby terminated effective as of the date hereof, together with all indebtedness, liabilities and obligations of Brookridge (including the Obligations), and obligations and commitments of MGM, in connection therewith.  Notwithstanding such termination, MGM continues to be entitled to indemnification as provided in Section 9.07 thereof with respect to all matters arising out of circumstances or events existing or occurring on or prior to the time of such termination.

 

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Settlement of Payoff Amount.

(a)

The Payoff Amount due as of the date hereof is $0.  MGM hereby confirms to Brookridge that payment in full of the Payoff Amount and termination of the Credit Agreement will not cause any prepayment penalty or other charges under the Credit Agreement.  Payment of the Payoff Amount, should such amount exceed $0, shall be paid by wire transfer of immediately available funds to such bank account as MGM shall designate.

(b)

MGM hereby acknowledges and agrees that upon its receipt of the Payoff Amount, all of the liens, pledges, security interests, financing statements, encumbrances, pledges, guarantees (including the Guarantee), mortgages and other similar interests or charges of whatever nature against property of Brookridge, Hilton or McNiff, including, without limitation, those granted to MGM by the Security Agreement or otherwise in favor of MGM, shall automatically terminate and be automatically released.

(c)	In furtherance of the foregoing, MGM hereby authorizes Brookridge, Hilton or McNiff and their respective designees to prepare and file such termination statements and similar documents as may be necessary to evidence of record the termination and releases set forth herein.

3.

Miscellaneous. This Agreement constitutes the final and exclusive expression of the agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior written or oral agreements with respect to such subject matter.  This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without giving effect to the choice of law provisions or principles thereof.  This Agreement may be executed by the parties in multiple separate counterparts, all of which taken together shall constitute a single Agreement, and shall be effective as of the date hereof upon the execution of a counterpart hereof, whether or not the same counterpart, by each party hereto.  Transmission of images of signed signature pa ges by facsimile, e-mail or other electronic means shall have the same effect as the delivery of manually signed documents in person.

[Signatures begin on the following page]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed in their respective names, as of the day and year set forth above.

 

	BROOKRIDGE FUNDING SERVICES, LLC
	By:
		Name:  John A. McNiff III
		Title: Co-president
	By:
		Name: Michael P. Hilton
		Title: Co-president

 

	MGM FUNDING, LLC
	By:
		Name: Morry Rubin
		Title: Managing Member

 

 

 

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Exhibit 99.1 - Press Release

 

FOR IMMEDIATE RELEASE – October 12, 2010

ANCHOR FUNDING SERVICES, INC. (OTC BULLETIN BOARD SYMBOL “AFNG.OB”) COMPLETES RESCISSION OF ACQUISITION OF CERTAIN ASSETS OF BROOKRIDGE FUNDING LLC.

 

Boca Raton, Fl. (PR Newswire) October 12, 2010 Anchor Funding Services, Inc. (OTC Bulletin Board Symbol "AFNG.OB") announced today that it completed a rescission on October 6, 2010 on its previously announced asset acquisition of Brookridge Funding LLC. Under the terms of the rescission agreement, Anchor received approximately $783,000 from the sale of its 80% interest in Brookridge Funding Services, LLC ("Brookridge").

The rescission of the Brookridge Funding LLC transaction provides significant benefits to Anchor which include:

·	A reduction of interest expense resulting in annualized savings of approximately $160,000; and

·	Opportunity to expand our accounts receivable funding and purchase order financing as a combined product offering to our current and prospective clients of Anchor (exclusive of clients of Brookridge), without the burden of the Brookridge overhead.

We are excited about the continued growth of Anchor's business and expansion opportunities for our small and mid size business finance products who require working capital and additional credit facilities. We will continue to communicate important developments as they occur.

About Anchor

Anchor provides innovative accounts receivable funding, purchase order financing and credit management services to small and mid-size U.S. businesses. Our funding programs which are based upon the credit worthiness on accounts receivable and supported by physical collateral, provides rapid and flexible financing to support small and mid size businesses’ daily working capital needs.

Additional Information

 

For additional information, a copy of Anchor’s Form 8-K can be obtained on the Internet by going to www.sec.gov, clicking “Search for Company filings,” then clicking “Companies & Other Filers,” typing in our company name and clicking “find Companies.”

 

 

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995.

 

Certain statements in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the company to be materially different from any future results, performances or achievements express or implied by such forward-looking statements as a result of various factors including those risks and uncertainties described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our most recently filed Annual Report on Form 10-K and our subsequently filed Quarterly Reports of Form 10-Q.  The forward-looking sta tements are subject to risks and uncertainties including, without limitation, changes in levels of competition, possible loss of customers, and the company’s ability to attract and retain key personnel. We urge you to consider those risks and uncertainties in evaluating our forward-looking statements.  We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made.  Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Contact Morry F. Rubin, Chairman and C.E.O. (866) 950- 6669 EXT 302

Email: mrubin@anchorfundingservices.com