FACTORING AGREEMENT

Perf-Go Green, Inc.

12 East 52 ^nd Street , 4 ^th floor

New York, New York 10022

1.           You hereby sell and assign to us, making us absolute owner thereof, (a) all accounts, contract rights, and all other obligations to you, now existing or hereafter arising, for the payment of money, arising out of the sale of goods you purchase from us under the Supply Agreement dated as of the date hereof between you and us (as it may be amended, the “ Supply Agreement ” ) and (b) such other accounts, contract rights and other obligations to you for the payment of money as you may offer to us and we may purchase from time to time (each a “ Receivable ” and collectively the “ Receivables ”), together with all proceeds thereof; all security therefore, and guarantees thereof, and all of your rights to any goods and property represented thereby or relating thereto. We shall have all the rights of an unpaid seller of any goods, the sale of which gives rise to each Receivable, including, without limitation, the right of stoppage in transit, reclamation and replevin. Upon each purchase of a Receivable from you, you shall execute and deliver to us such further and confirmatory assignments of the Receivable as we require, all of which shall be in form and manner satisfactory to us (including, without limitation, in the case of Receivables due from the U.S. Government or any department or agency thereof, such assignments and notices of assignment as may be necessary to comply with 41 U.S.C. §15, 31 U.S.C. §3727, and the regulations adopted thereunder (collectively, the “ Assignment of   Claims   Act ”)) , together with copies of invoices and all shipping or delivery receipts and such other proof of sale and delivery or performance as we from time to time may require. You will make appropriate notations upon your books and ledgers indicating the sale and assignment of the Receivables to us. All invoices or other statements to customers evidencing Receivables shall be mailed at your expense whether mailed by you or at our option by us and shall clearly state in a manner satisfactory to us that each such Receivable has been assigned to us or our assignees and is payable to us or our assignees. Without limiting the foregoing, you agree and acknowledge that (i) we have the right to sell, assign, transfer and/or re-factor the Receivables to any entity or entities; (ii) we may in connection with such sale, assignment transfer and/or re­factoring, from time to time, request that any such entity or entities make advances to us and advance payments of the purchase price of and/or secured by the Receivables, (iii) we may purchase insurance against credit losses arising on Receivables (“ Credit Insurance ”); (iv) we may assign any or all of our rights under this Agreement or with respect to any of the Receivables to any issuer of Credit Insurance on Receivables, and any entity or entities to which we sell, assign, transfer and/or re-factor Receivables; and (v) we may sell participations in any of the Receivables, in this Agreement, or in any of your obligations to us hereunder, to any person or entity.

2.           (a) We shall not assume the credit risk on any Receivable purchased by us hereunder unless (i) it arises out of a specific sale to a customer of yours that has been submitted to us for credit approval and has been approved by us in writing (an “ Approved Sale ”) or (ii) it arises out of a sale to a customer of yours with respect to whom we have approved a credit limit (an “ Approved Credit Limit ”) in writing, the sale meets all of the terms and conditions of our approval, the goods are shipped or the services are provided to the customer during the period specified in our approval, and the resulting Receivable, when added to all other outstanding Receivables from such customer, does not exceed the Approved Credit Limit for such customer. Any approval provided by us hereunder (whether of a particular sale or a credit limit to a particular customer) must be in writing and shall be limited to the specific terms and conditions listed therein. In no event shall we have any credit risk on any Receivable, whether or not approved by us, if the net amount of such Receivable is less than $250.00.

(b)           On Approved Sales and sales under Approved Credit Limits we shall assume the credit risk, being responsible only for the financial inability of your customers with respect to Receivables we have purchased (such customers herein referred to as “ Customers ”) to pay at maturity, such assumption of credit risk going into effect upon delivery or performance, and acceptance of the goods or services by such Customer, without dispute. We shall not be responsible for any nonpayment of a Receivable because of the assertion of any claim or dispute by a Customer or the exercise of any counterclaim or offset (whether or not such claim, dispute, counterclaim or offset relates to the specific Receivable) or where nonpayment is a consequence of enemy attack, civil commotion, the acts or restraint of public authorities, acts of God or force majeure, or if any warranty made by you to us in respect of such Receivable has been breached, or if you fail to provide us upon our written request, with copies of invoices and shipping or delivery receipts or such other woof of sale and delivery or performance as we may from time to time require. We shall have no liability of any kind for refusing to give or for withdrawing credit approval pursuant to the terms of this Agreement, or for exercising or refusing to exercise any rights or remedies we have under this Agreement or otherwise.

(c)           We reserve the right to withdraw credit approval of an Approved Sale at any time before delivery or performance and, in any event, such credit approval shall be deemed to be withdrawn if full delivery or performance is not made within 30 days after the delivery or shipment date specified in the terms of sale submitted to us for approval, or, if no such delivery or shipment date is specified, within 30 days of the date of such credit approval, or as may be otherwise stated in such credit approval.

(d)           We reserve the right to reduce or cancel an Approved Credit Limit for a Customer by giving you written notice to that effect. If we reduce or cancel the Approved Credit Limit for a Customer (i) such reduction or cancellation shall take effect immediately and (ii) any Receivables arising out of sales you make to such customer after receipt of such notice shall be CR Receivables (as defined below) to the extent that they exceed the Approved Credit Limit as so reduced or cancelled.

(e)           Any purchase of Receivables from you which is not approved in writing by us as to credit shall be known as a C.R. (Client’s Risk) Receivable (each a “ CR Receivable ”   and   collectively the “ CR Receivables ”). All CR Receivables are assigned to and purchased by us with full recourse to you and at your credit risk, but are otherwise subject to the covenants, terms and conditions provided herein in respect of approved Receivables on which we have assumed the credit risk. We shall have the right to charge back to your account the amount of CR Receivables at any time either before or after their maturity and you agree to pay us upon demand the amount thereof, together with all expenses (if any) including, without limitation, collection charges and other collection and attorneys’ fees incurred by us up to the date of such payment in attempting to collect or enforce any such payment and in attempting to collect or enforce any such Receivable. In addition, if we, at your request, but subject to our discretion, file a proof of claim in any insolvency proceeding with respect to a CR Receivable and/or forward such CR Receivable to an attorney or agency for collection, we shall charge your account, at the time such CR Receivable or claim is so filed or forwarded, with an amount equal to 15% of the CR Receivable. In addition, (whether or not such CR Receivable or claim is filed or submitted at your request) any other charges incurred by us thereafter shall be charged to your account.

(f) Any payments received by us from or for the account of a Customer that is the account debtor with respect to both CR Receivables and Receivables as to which we have assumed the credit risk (“ Factor Risk Receivables ”) shall be applied, first, to Factor Risk Receivables until all such Receivables have been paid in full and then to CR Receivables, irrespective of any instructions to the contrary from the person or entity that made such payment.

3.           Any goods rejected or returned by any Customer shall be our property held by you in trust for us separate and apart from any other goods, and upon demand shall forthwith be delivered to us or disposed of by you at our direction and without charge to us. You shall report to us in writing all disputes and claims made by any Customers, and the return of or offer to return any goods, and you will promptly settle all such claims and disputes at your expense. As absolute owner of each Receivable, we may in our sole discretion enforce, effect any compromise, settle and adjust any Receivable, in our name or yours, without affecting or limiting your obligation to us under this Agreement, and whether or not any such Receivable shall have been charged back. We reserve the right at any time to charge back to your account the full amount of the Receivable involved in any claim, dispute or return asserted by your Customer, and you agree to pay us upon demand the full amount thereof. The charge back to your account of the amount of any Receivable shall not be deemed a reassignment thereof to you and title thereto, to the proceeds thereof, to all security and guarantees therefor and to your interest in the goods represented thereby, shall remain in us. You shall indemnify us for, and hold us harmless against, any loss, liability, claim or expense of any kind arising from any claims of, or disputes with any Customer as to terms, price, quality, or otherwise, with respect to any Receivable, including, without limitation, any claim for a return of any payments thereunder and any and all expenses and attorneys’ (whether in-house or outside) fees incurred by us in collecting or attempting to collect any Receivables charged back to you.

4.           If any checks, drafts, notes, acceptances, cash collections or payments in any form shall be received by you on any Receivable, you will immediately transmit and deliver them to us or to our assignees in the identical form received. You agree that we and any such person or entity as we may from time to time designate, shall have the right to sign and/or endorse your name on all remittances and all papers, bills of lading, receipts, instruments and documents relating to Receivables and the transactions between us. We shall have the right to deposit any checks or other remittances received on any Receivable regardless of notations or conditions placed thereon by any Customer or deductions reflected thereby and to charge the amount of any such deductions to your account.

5.           As to each Receivable assigned to us, you hereby warrant that (i) it is a bona fide existing obligation created by the sale and actual delivery of goods or the rendition of services to a Customer in the ordinary course of business and in compliance with such Customer’s purchase order and all applicable procurement regulations, which you then own free of liens and encumbrances, except for Permitted Liens (as defined in that certain Security Agreement of even date herewith between the parties hereto) and which is then unconditionally owing to you without defense, offset or counterclaim; and (ii) the Customer has received and will accept the goods or services, and the invoices therefor, without dispute or claim of any kind. Nothing contained in the previous sentence shall reduce, affect or limit in any way your responsibility to assure us (or your liability to us in connection therewith) that each Receivable assigned to us by you will be paid in the ordinary course of business regardless of your knowledge of any irregularity, defense, offset or counterclaim in connection with any such Receivable or our ability to rely on such assurances. You hereby represent and warrant that you are solvent, that you have full right and authority to sell and assign to us and to grant to us a security interest in the Receivables, that other than as contemplated by that certain Subordination Agreement between you, us, PERF Go-Green Holdings, Inc., and certain third party lenders, dated as of the date hereof (as may be amended or modified from time to time, the “ Subordination Agreement ”), you have not granted a security interest therein or in any of your inventory to any other party and that you will not hereafter grant any security interest therein or in any of your inventory to anyone other than to us at any time during the term of this Agreement and until the security interests granted hereunder have been terminated, and that your inventory and Receivables are not subject to any lien, interest, claim or other encumbrance in favor of any third party (other than Permitted Liens), whether arising by contract, by operation of law or in equity. You further represent and warrant that your name, place of business, chief executive office and location of your books and records relating to the Receivables is as you are addressed above and you agree to notify us promptly of any change in such or in your corporate or business structure or your state of organization. You further represent and warrant that (i) you have identified to us all tradenames, tradestyles or other assumed or fictitious business names (sometimes referred to as “DBA” or “doing business as” names) that you use; (ii) you will advise us in writing if you commence using any other such names in the future; and (iii) upon our request therefor, you will provide to us evidence of your registration of all such names in all jurisdictions in which such registration is required by law. You hereby covenant that you will not change your name or jurisdiction of organization without giving us at least 30 days’ prior written notice thereof.

(b)           The factoring commission on Receivables due from a Customer (or any affiliates or subsidiaries thereof) listed on any schedule issued by us from time to time which refers to this Agreement and is designated a Special Accounts Schedule, shall be equal to the rate set forth above, plus an amount equal to the surcharge set forth on the such Special Accounts Schedule for such Customer. The surcharge with respect to any Receivable shall be due and payable on the date on which the factoring commission for such Receivable is due and payable, and shall be chargeable to your account.

(c)           You have represented to us that your factored sales volume will be at least $10,000,000.00 per twelve-month period during the duration of this Agreement. You hereby acknowledge that we have relied on that representation in deciding to offer to you the discretionary factoring facility contemplated hereby, and that lower sales volumes would have a material adverse effect on our projected profit margins hereunder. Accordingly, in order to induce us to enter into this Agreement and provide the discretionary factoring facility contemplated hereby, you hereby agree that, notwithstanding anything to the contrary contained herein, in the event that the aggregate amount of all factoring commissions actually paid by you during any Calculation Period (the “ Actual Commissions ”) are less than the Minimum Commission payable during such Calculation Period, you shall pay to us immediately upon demand the difference between the Minimum Commission and the Actual Commissions for such Calculation Period (said difference herein called the “ Shortfall ”). For purposes of this Agreement, (i) the term “ Calculation Period ” shall mean each twelve-month period commencing on the date hereof or on any anniversary of such date and (ii) the term “ Minimum Commission ” shall mean, with respect to any Calculation Period, the sum of $100,000. You further agree that we may, at our option, charge the amount of the Shortfall at any time owing to us to your account with us. At your request and as an accommodation to you, we hereby agree that, notwithstanding the foregoing, so long as you are in compliance with all of the terms and conditions of this Agreement and all related documents and no default or event of default has occurred hereunder or thereunder:

(x)           we shall not charge the amount of the Shortfall to your account with us prior to June 1,2009;

(y)           we shall limit the amount of the Shortfall charged to your account with us during any calendar month commencing on or after June 1, 2009 and before March 1, 2010, to an amount not exceeding the Minimum Commission minus the Actual Commissions paid prior to June 1,2009, divided by nine (9); and

(z)           we shall limit the amount of the Shortfall charged to your account with us during any calendar month commencing on or after March 1, 2010 to an amount not exceeding the Minimum Commissions divided by twelve (12).

7.           (a) The purchase price for each Receivable shall be the invoice amount of the Receivable, less returns (whenever made), all selling discounts (at our option, calculated on shortest terms), and credits or deductions of any kind allowed or granted to or taken by the Custome