ACCOUNTS RECEIVABLE FINANCING AGREEMENT

SUMMARY DISCLOSURE

(all terms subject to the terms and conditions of this Agreement)

1.   Purpose, Definitions and Construction .  The purpose of this Agreement and the financing provided herein is commercial in nature and is not for household, consumer, family and/or personal use.  The following terms have been given the following meanings:

1.1.    “ Account Debtor ” - the obligor on an Account.

1.2.    “ Account Due Date ” - with respect to a Purchased Account, thirty ( 30) calendar days from the date on which the Initial Purchase Price is paid.

1.3.   “ Accounts ” - accounts (as defined in the Uniform Commercial Code) created by the Client.

1.4.   “ Agreement ” - This Accounts Receivable Financing Agreement as modified or amended from time to time, and any exhibits or attachments to this Agreement.

1.5.   “ Avoidance Claim ” - any claim that any payment received by Crestmark from or for the account of an Account Debtor is avoidable under the Bankruptcy Code or any other debtor relief statute.

1.6.   “ Crestmark ” - see preamble.

1.7.   “ Crestmark Investment ” - with respect to a Purchased Account, the sum of (i) the Initial Purchase Price, plus (ii) all past due fees and charges owed by Client to Crestmark relating to said Purchased Account.

1.8.   “ Crestmark Investment Percentage ” - 100% less the Reserve Percentage.

1.9.   “ Clearance Days ” – Three (3) calendar days.

1.10.   “ Client ” - see Preamble.

1.11.   “ Closed ” -a Purchased Account is closed upon the first to occur of (i) receipt of full payment by Crestmark or (ii) the unpaid balance has been charged to the Reserve Account by Crestmark pursuant to the terms hereof.

1.12.   “ Collateral ” - all now owned and hereafter acquired personal property and fixtures, and proceeds thereof, (including proceeds of proceeds) including without limitation Accounts, Chattel Paper, Goods Inventory, Equipment, Instruments, including Promissory Notes, Investment Property, Documents, and General Intangibles.

1.13.   “ Early Termination Fee ” - the sum of (i) all fees paid or payable by Client pursuant to Section 5 hereof in the ninety (90) day period preceding the date on which the termination is to be made, and (ii) all Purchase Discounts earned in the ninety (90) day period preceding the date on which the termination is to be made.

1.14.    “ Eligible Account ” - an Account which is not an Ineligible Account.

1.15.   “ Events of Default ” - see Section 15.

1.16.   “Exposed Payments” – Payments received by Crestmark from an Account Debtor which has become subject to a bankruptcy proceeding, to the extent such payments cleared said Account Debtor’s deposit account within ninety days of the commencement of said bankruptcy case.

1.17.   “ Ineligible Accounts ” - Purchased Accounts:

1.17.1.   that do not conform with the representations and warranties set forth in Section 12 of this Agreement;

1.17.2.   or any portion thereof, for which payment has not been received by Crestmark, for any reason, within ninety (90) days of the date of invoice;

1.17.3.   which are owned by Crestmark at the time that Client has committed an Event of Default hereunder.

1.18.   “ Initial Purchase Price ” - the Purchase Price less the Reserve Percentage relating to that Purchased Account.

1.19.   “ Incremental Discount ” - with respect to any Purchased Account which is unpaid in whole or in part, the product of the Incremental Discount Percent multiplied by the Net Face Amount of such Purchased Account.

1.20.   “ Incremental Discount Percent ” – One and one-quarter percent (1.25%).

1.21.   “ Incremental Discount Period ” - a thirty (30) day period.

1.22.   “Invoice” – the document that evidences or is intended to evidence an Account.  Where the context so requires, reference to an Invoice shall be deemed to refer to the Account to which it relates.

1.23.   “ Maximum Crestmark Investment ” - the product of the Net Face Amount of Purchased Accounts multiplied by the Crestmark Investment Percentage.

1.24.   “ Misdirected Payment Fee ” - fifteen percent (15%) of the amount of any payment on account of a Purchased Account where said payment has been received by Client and not immediately delivered in kind or the proceeds paid by Client to Crestmark.

1.25.   “ Missing Notation Fee ” – fifteen percent (15%) of the Net Face Amount.

1.26.    “ Net Face Amount ” - the gross amount of a Purchased Account, based on shortest selling terms, less all credits, discounts, and allowances to which the Account Debtor is entitled.

1.27.   “ Obligations ” - all present and future obligations owing by Client to Crestmark, whether or not for the payment of money, whether or not evidenced by any note or other instrument, whether direct or indirect, absolute or contingent, due or to become due, joint or several, primary or secondary, liquidated or unliquidated, secured or unsecured, original or renewed or extended, whether arising before, during or after the commencement of any Bankruptcy Case in which Client is a debtor, and all principal, interest, fees, charges, expenses, attorneys’ fees and accountants’ fees chargeable to Client or incurred by Crestmark in connection with this Agreement and/or the transaction(s) related thereto.

1.28.   “ Primary Defaults ” - Events of default as set forth in Sections 15.1, 15.2, 15.4, or 15.7 herein.

1.29.   “ Purchase Discount ” – One and one-quarter percent (1.25%).

1.30.   “ Purchase Price ” - with respect to a Purchased Account, the product of (i) the Net Face Amount multiplied by (ii) 100% minus the Purchase Discount.

1.31.   “Purchase Schedule” – a numbered schedule prepared by Crestmark listing those Accounts purchased by Crestmark from Client.

1.32.   “ Purchased Account ” - an Account which has been purchased by Crestmark from Client hereunder.

1.33.    “ Reserve Account ” - an account established in the records of Crestmark (and not a segregated or separate account), representing the difference between the Crestmark Investment and the Net Face Amount of Purchased Accounts.

1.34.   “ Reserve Percentage ” – Eighteen and three-quarters percent (18.75%).

1.35.   “ Settlement Amount ”- payments received by Crestmark as proceeds of Purchased Accounts listed on a Purchase Schedule in excess of the Crestmark Investment relating thereto.

2.   Sale and Acceptance of Accounts .

2.1.   The Client may tender to Crestmark for purchase pursuant to this Agreement certain of its Accounts by delivering to Crestmark copies of the Invoices or the original Invoices and any additional backup documentation relating thereto as directed by Crestmark.

2.2.   Crestmark will conduct such examination and verification of the Accounts, and such credit investigation of the Account Debtors, as it considers necessary or desirable, and will notify the Client as to which of the individual Accounts tendered by the Client, if any, Crestmark elects to purchase from the Client.  Crestmark shall have the absolute right, in its sole discretion, to reject any or all of the Accounts tendered to it by the Client, irrespective of whether or not Crestmark has previously purchased Accounts from the Client or has purchased Accounts of any particular Account Debtor.

2.3.   Those Accounts which Crestmark elects to purchase from the Client shall be listed in a Purchase Schedule sent by Crestmark to Client.  Client shall have been deemed to have sold to Crestmark, and Crestmark shall be deemed to have purchased all right, title, and interest of the Client in and to the Accounts listed on the Purchase Schedule.

3.   Payment of Purchase Price .

3.1.   The Initial Purchase Price for each Purchased Account, less any amounts due by Client to Crestmark hereunder, shall be paid to the Client in immediately available funds at the time of purchase.

3.2.   Client shall not permit the Crestmark Investment to exceed the Maximum Crestmark Investment, and any such excess shall be paid by Client to Crestmark on demand.

4.   Reserve Account.

4.1.   Refund of Reserve Account.  At Crestmark’s discretion, Crestmark shall pay the Settlement Amount to Client, net of any amount due to Crestmark by Client hereunder.

4.2.   Crestmark may reduce the Reserve Account by any amounts due from Client to Crestmark hereunder.

4.3.   Crestmark may increase the Reserve Account at any time without notice if in the exercise of its reasonable discretion such increase is necessary to reflect events, conditions, contingencies or risks which do or may affect the value of the Collateral or Client’s ability to perform its obligations hereunder.

4.4.   Crestmark may pay any amounts due Client hereunder by a credit to the Reserve Account;

4.5.   Upon termination of this agreement, Crestmark may retain the Reserve Account unless and until Client has executed and delivered to Crestmark a general release in the form of Exhibit A hereto.

4.6.   Exposed Payments.

4.6.1.   Upon termination of this Agreement, Client shall pay to Crestmark (or Crestmark may retain), to hold in a non-segregated non-interest bearing account, the amount of all Exposed Payments (the “Preference Reserve”).

4.6.2.   Crestmark may charge the Preference Reserve with the amount of any Exposed Payments which Crestmark pays to the bankruptcy estate of the Account Debtor which made the Exposed Payment, on account of a claim asserted under Section 547 of the Bankruptcy Code.

4.6.3.   Crestmark shall refund to Client from time to time that balance of the Preference Reserve for which a claim under Section 547 of the Bankruptcy Code can no longer be asserted due to the passage of the statute of limitations, settlement with the bankruptcy estate of the Account Debtor or otherwise.

5.   Fees.

5.1.   Incremental Discount .  Client shall pay to Crestmark, when a Purchased Account is Closed, the Incremental Discount computed at the end of each Incremental Discount Period (or portion thereof) relating to a Purchased Account from the Account Due Date until the date Closed.

5.2.   Misdirected Payment Fee .  Client shall pay any Misdirected Payment Fee to Crestmark, immediately upon accrual.

5.3.   Missing Notation Fee .  Client shall pay the Missing Notation Fee on any Account that is sent by Client to an Account Debtor which does not contain the notice as required by Section 8.1 hereof, immediately upon accrual.

6.   Clearance Days .  For all purposes under this Agreement, Clearance Days will be added to the date on which Crestmark receives any payment.

7.   Repurchase of Accounts .  Crestmark may require that Client repurchase, by payment of the Crestmark Investment, on demand, or, at Crestmark's option, by Crestmark's charge to the Reserve Account:

7.1.   Any Purchased Account which becomes an Ineligible Account;

7.2.   Any Purchased Account, the payment of which has been disputed by the Account Debtor obligated thereon, Crestmark being under no obligation to determine the bona fides of such dispute;

7.3.   Any Purchased Account for which Client has breached its warranty under Section 12 hereunder;

7.4.   Any Purchased Account owing from an Account Debtor which in Crestmark’s reasonable credit judgment has become insolvent; and

7.5.   All Purchased Accounts upon the occurrence of an Event of Default or upon the termination date of this Agreement.

8.   Collection of Accounts; Special Power of Attorney.

8.1.   Client shall direct the Account Debtors on Accounts to make payment as directed by Crestmark by providing such notation on an Invoice as Crestmark shall direct.

8.2.   Any payments from Account Debtors received by Client contrary to payment instructions given to such Account Debtors shall be delivered in kind to Crestmark immediately upon receipt.

8.3.   Client hereby grants Crestmark an irrevocable power of attorney (which, being coupled with an interest, is irrevocable) for the purpose of acting on Client’s behalf to:

8.3.1.   endorse or sign Clien