Contract to purchase seller's accounts.

Agreement made this _________ day of _________, _________[date]:

First. (a) _________(seller), agrees to offer for sale to _________ (purchaser), all of seller's accounts, and
purchaser agrees to purchase all accounts which may be acceptable to it from a credit consideration or which
purchaser may have approved in writing for purchase prior to the date of delivery of the merchandise being sold.

(b). Nothing contained in this agreement to the contrary shall oblige purchaser to purchase any account
which it does not approve as to credit risk, and purchaser shall be the sole judge of credit risk.

(c). Purchaser will discount and purchase approved accounts for _________ percent of their net amount,
the net amount to be calculated or based on the most favorable terms given to the customers or the lowest
figure for which they can pay the accounts in full. An additional _________ percent of the net amount of
each account purchased, less any charges or debts due from seller to purchaser, will be paid or credited to the
seller on the _________ day of the month after receipt by purchaser of payment of the account or after it has
been determined by purchaser that payment has not been made because of the financial inability of the debtor
to pay the account.

(d). The terms of this agreement shall in no way restrict or prohibit the purchase at a discount rate of
_________ percent by purchaser from seller of any account of seller previously rejected by purchaser.

Second. Seller warrants, guarantees and agrees as follows:

(a). Contemporaneously with the purchase of accounts which shall be subject to and governed by this
contract, seller shall execute proper assignments so as to vest in purchaser full title to accounts purchased.
Purchaser shall then become entitled to all of the ownership, title, right, securities, or guaranties possessed by
seller in respect to the accounts, and in respect to the property evidenced by the accounts, including the right
to stoppage in transit and to replevin in any of the merchandise covered by the account, including, but not
limited to any and all of the merchandise that may be rejected, returned or reconsigned, and in any new claim
or account created through the resale or exchange of merchandise and including the right to collect and
receive all moneys due and to become due on the account and/or any new account. Purchaser is authorized
and empowered to compromise or settle, on any terms as it sees fit, any dispute arising between seller and
seller's debtors, and to dispose of any returned merchandise on terms and conditions as purchaser sees fit. If it
becomes necessary to sue seller's purchasers, seller authorizes purchaser to use any and all lawful means to
collect the account, including the use of seller's name if necessary, ratifying and confirming any and all
actions taken by purchaser in connection with the same.

(b). Seller agrees to furnish purchaser with original and duplicate invoices and evidence of shipment. All
invoices shall bear a printed endorsement that the account has been assigned and is payable to purchaser only,
and billing of invoices shall operate as an assignment to purchaser.

(c). All outstanding accounts assigned to purchaser shall be the property of purchaser subject only to final
acceptance by the customer without dispute as to price, terms, quality, as stated above. If for any reason seller
should receive any moneys, checks or other evidences of indebtedness in payment of or on account of any of
the invoices purchased by purchaser under this agreement, seller agrees that seller will receive and hold them
in trust for purchaser and keep them separate and apart from seller's property. Seller will endorse and transmit
them to purchaser on the day the remittance is received in the original form.

(d). All purchases of seller's accounts by purchaser are irrevocable, and all expenses of settlement of
disputes shall be borne by seller. Seller guarantees that payment of all accounts receivable purchased under
this agreement to the extent of the amount paid by purchaser. This guaranty, however, shall terminate as to
each individual account purchased, whenever the person liable under the assigned account acknowledges
notice of the assignment of the account and his or her liability. In the event the acknowledgment is only as to
 a portion of the account or invoices assigned purchaser shall have the right at its option to charge the whole
or any portion of the account to seller, and purchaser shall be relieved of any and all credit risk involved in
the account.

(e). Each and every account represents a bona fide sale covering the kind, quantity and quality of
merchandise stated, and that same has been delivered, and that there are no counterclaims or offsets against
the amounts shown due on the account, and that the merchandise has not been sold on consignment nor with
any return privilege whatsoever, except defective merchandise, and that seller has no information or reason to
suspect that any purchaser is other than a good financial risk. Seller agrees to notify purchaser immediately,
in the event any debtor of any account sold to purchaser by seller refuses payment, rejects, returns or refuses
acceptance of any merchandise from seller, claims any offset or disputes the validity of his or her account for
any reason whatsoever. Purchaser shall have the right, immediately on discovery of any disputes, to charge
back to the account of seller the amount or amounts involved and any expense including attorney's fees
incurred by purchaser, and upon the incidence of any dispute purchaser shall be relieved of any credit risk
involved in the account or accounts.

Third. Neither of the parties shall be bound by anything not expressed in writing. This contract shall inure to
and be binding upon the parties, heirs, executors, administrators, successors and assigns.

In witness, etc.