MASTER FACTORING AGREEMENT

                          --------------------------



                                (Periodic Spot)



THIS MASTER FACTORING AGREEMENT (this "Agreement") is made this 22/nd/ day of

August, 2001 by and between the Assignor, General Kinetics Incorporated

(referred to throughout this Agreement as "you", "your" and "yours"), and the

Assignee, LINK2IT CORPORATION (referred to throughout this Agreement as "we",

"us", our" and "ours").



         1. Sale and Assignment of Accounts Receivable.

            ------------------------------------------



           1.1. Purchase and Sale of Accounts. From time to time during the term

                -----------------------------

of this Agreement, you will offer to sell to us selected of your Accounts

(hereinafter defined) and we will consider purchasing, in our sole discretion,

such Accounts which are acceptable to us. As used herein, the term "Accounts"

means, collectively, accounts, contract rights and other forms of obligation

arising in the ordinary course of business from the sale or lease of goods or

rendition of services. Any purchase of Accounts will be evidenced by the

execution of an Agreement for Assignment and Transfer of Accounts Receivable

(each an "Assignment Agreement") in the form of Exhibit A. Any Account which we

                                                ---------

purchase is hereinafter called an "Assigned Account." Each purchase shall be

subject to the terms of this Agreement.



           1.2. Purchase Price. We will pay to you for each Assigned Account a

                --------------

price (a "Purchase Price") equal to eighty-five percent (85%) of the outstanding

amount of such Account, provided that we may, in our sole discretion,

unilaterally decrease the Purchase Price in the event of any breach of the

representations and warranties set forth in Paragraph of 2.2 below or any other

Default (as hereinafter defined) under this Agreement.



           1.3. Sale and Assignment of Accounts. You agree to sell, assign and

                -------------------------------

transfer to us all of your right, title and interest in and to the Assigned

Accounts, together with (a) any notes or drafts related thereto, (b) the

contracts under which such Accounts arose, (c) your books and records relating

thereto, (d) any returned, rejected or repossessed goods (if any) giving rise to

such Accounts, (e) your rights as an unpaid vendor or lienor, (f) all rights of

stoppage in transit, replevin, repossession and reclamation, (g) all security

therefor and guarantees thereof, and (h) all rights to insurance proceeds

resulting therefrom (all of the foregoing being included in the term "Assigned

Accounts").



           1.4. Account Documentation. Upon acceptance by us of any Assignment

                ---------------------

Agreement, you will deliver to us: (a) copies of all documents evidencing the

Accounts listed thereon and (b) such other documentation as we require, in form

satisfactory to us in all respects. You will maintain all shipping documents,

delivery receipts and invoices relating to Assigned Accounts, available for

inspection and copying by us, and you will deliver them to us promptly upon our

request. Each sale of Accounts will be reflected as a sale on your books and

financial statements.





           1.5. Processing Fee. In consideration of our purchase of Accounts

                --------------

from you and our rendition of processing and monitoring services, you agree to

pay to us a fee (the "Processing Fee") as set out in the rate sheet attached

hereto as Exhibit B.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC