ON-GOING PURCHASE AGREEMENT

1.

I consideration of $1,138,721.37, the Seller hereby sells, assigns, transfers and conveys to the Buyer, all those revolving contracts, credit agreements, invoices, indebtedness, or other obligations and any instruments securing same (herein called Receivables) which are listed in Schedule A attached hereto and made part hereof, except any thereof which shall have been paid to the Seller in full on or after 4/25/05. The above purchase price shall be payment for all records and files relating to said Receivables.

2.

With respect to the above Receivables, the Seller warrants that:

a.

It has complied with all applicable federal, state and local laws and regulations, including but not limited to all applicable fair lending laws and regulations.

b.

It owns outright and has full title to all Receivables, free and clear of all claims, liens, pledges and other encumbrances of any kind whatsoever.

c.

It has full power and authority to sell, assign, transfer and convey the Receivables to the Buyer, and all other necessary proceedings on the part of the Seller have been duly taken to authorize the sale.

d.

All of the Receivables, together with any instruments securing the same, were made for valuable considerations and now constitute valid and legally enforceable obligations of the respective persons shown as indebted thereon. All payments shown on the records relating to the Receivables were made on the date indicated on the said records and were actually made by the persons shown as indebted with respect to the Receivables.

e.

There are no claims or defenses with respect to the Receivables, including but not limited to set-offs, counterclaims, right of cancellation, lack of consideration, fraud, forgery and alteration.

f.

The amounts shown on Schedule A or any other data provided by Seller to Buyer to be owing and unpaid on the respective Receivables represent the true and correct outstanding balances thereon at the date of this Agreement.

g.

The information concerning the Receivables and the security therefore and the person shown indebted thereon which has been furnished by the Seller to the Buyer is correct.

h.

All taxes of any nature or description whatsoever relating to the Receivables have been paid in full.

i.

There are no judgements against Seller or any pending litigation, suit, or claim which could become a lien against the Receivables.

j.

The Receivables represent less than 75% of the Sellers total assets as of the date of this Agreement.

3.

It is understood that certain customers of Seller whose Receivables are sold and transferred to Buyer hereunder, have in effect policies of credit life and/or accident and health insurance