ACCOUNTS RECEIVABLE PURCHASE AGREEMENT



This Summary Disclosure is merely a summary of the attached Agreement provided

for the convenience of the Client and the Client is urged to read the entire

Agreement for all details. In any conflict between this Summary Disclosure and

the Agreement, the Agreement prevails. Further, the Client understands that CCL

assumes no responsibility for the accuracy of this Summary Disclosure, and is

not liable for any conflict between this Summary Disclosure and the Agreement,

absent gross negligence or willful misconduct.



                               SUMMARY DISCLOSURE

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



Initial Purchase Price (up to):     85%

Interest Rate:    New York Prime Rate plus 1%  (based upon funds employed)

Servicing Fee:    An incremental 0.7% each 15 days (based upon Net Face Amount)

Example: Invoice payment received 44 days from date account purchased equals a

total Servicing Fee of 2.1%



         This AGREEMENT is entered into by and between E-TOP-PICS, INC., a

Massachusetts , having its principal place of business at 56 Roland Street,

Boston, Massachusetts 02129 ("Client"), and COMMERCIAL CAPITAL LENDING, LLC

located at 11135 Industriplex Boulevard, Suite 1500, Baton Rouge, Louisiana

70809 (hereinafter referred to as "CCL").





AGREEMENT



1. Definitions and Construction. For the purpose of this Agreement, the

following terms have been given the following meanings: 1.1. "Account Debtor" -

the obligor on an Account.



      1.2. "Accounts" - accounts (as defined in the Uniform Commercial Code)

created by the Client.



      1.3. "Agreement" - This Accounts Receivable Purchase Agreement as modified

or amended from time to time, and any exhibits or attachments to this Agreement.



      1.4. "Balance Subject to Interest" - The difference between the unpaid Net

Face Amount of Purchased Accounts and the Reserve Percentage.



      1.5. "Avoidance Claim" - any claim that any payment received by CCL from

or for the account of an Account Debtor is avoidable under the Bankruptcy Code

or any other debtor relief statute.



      1.6. "CCL" - see preamble.



      1.7. "CCL Investment" - with respect to a Purchased Account, the sum of

(i) the Initial Purchase Price, plus (ii) all unpaid fees and charges owed by

Client to CCL relating to said Purchased Account.



      1.8. "CCL Investment Percentage" - 100% less the Reserve Percentage.



      1.9. "Client" - see Preamble.



      1.10. "Closed" -a Purchased Account is closed upon the first to occur of

(i) receipt of full payment by CCL or (ii) the unpaid balance has been charged

to the Reserve Account by CCL pursuant to the terms hereof.



      1.11. "Collateral" - all now owned and hereafter acquired personal

property and fixtures, and proceeds thereof, (including proceeds of proceeds)

including without limitation Accounts, Chattel Paper, Instruments, including

Promissory Notes, Investment Property, Documents, and General Intangibles.

Collateral does not include Inventory and Equipment.



      1.12. "Default Interest Rate" - The Interest Rate plus ten percent (10%)

per annum.







      1.13. "Early Termination Fee" - 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.



      1.14. "Eligible Account" - an Account which is not an Ineligible Account.



      1.15. "Events of Default" - see Section 14.



      1.16. "Exposed Payments" - Payments received by CCL 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 11 of this Agreement;



      1.17.2. or any portion thereof, for which payment has not been received by

CCL, for any reason, within ninety (90) days of the date of invoice;



      1.17.3. which are owned by CCL 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. "Interest" - The product of the Interest Rate multiplied by the

average daily Balance Subject to Interest, computed on a 360 day year.



      1.20. "Interest Rate" - One percent (1%) over the Prime Rate.

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