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jun120058kex101.txt





                     ACCOUNTS RECEIVABLE PURCHASE AGREEMENT



     Access Capital, Inc. ("Access Capital") and the undersigned companies named

below (the  "Companies")  hereby  mutually  agree to the  creation  of a funding

relationship  between the parties, on the terms and conditions  contained within

this Accounts  Receivable Purchase Agreement (the "ARPA") and in accordance with

the Standard  Terms and  Conditions of Accounts  Receivable  Purchase  Agreement

attached hereto as Exhibit A and made a part hereof (the "Standard  Terms";  the

ARPA and the Standard Terms are collectively referred to as the "Agreement"; all

defined  terms  used  herein and not  expressly  defined  herein  shall have the

meaning given to such terms in the Standard Terms):



     1. Invoice Delivery;  Purchase. The Companies will deliver copies of all of

their customer  invoices (each, an "Account  Receivable" and  collectively,  the

"Accounts  Receivable")  to  Access  Capital  for  verification  and  processing

promptly  after their  creation.  The Companies will forward each invoice to the

respective  customer of the  appropriate  Company (the  "Account  Debtor"),  and

Access  Capital will  promptly  notify the  Companies of which  invoices it will

purchase  (each  a  "Purchased  Receivable"  and  collectively,  the  "Purchased

Receivables").  At the request of the  respective  Company,  Access Capital will

deliver an initial  payment  (the  "Initial  Payment")  to the  Company for each

Purchased  Receivable  equal to 80% of the  amount  invoiced  on such  Purchased

Receivable.  Following  receipt of payment for any Purchased  Receivable in each

instance,  Access Capital shall promptly deliver to the appropriate  Company all

of the amounts  collected in excess of the Initial  Payment with respect to such

Purchased  Receivable,  less any fees,  expenses and other amounts due to Access

Capital.  Without the prior written consent of Access Capital, in no event shall

the aggregate amount of uncollected Initial Payments made by Access Capital with

respect  to  Purchased  Receivables  and the amount  outstanding  under the Term

Facility (defined hereunder),  together exceed the lesser of (i) $1,000,000 (the

"Capital  Availability  Amount") or (ii) the Percentage  Limitations (as defined

below).



     Additional  Advances;   Term  Facility.Access   Capital  will  provide  the

Companies with a Term Facility ("Term  Facility") under the Agreement secured by

unencumbered machinery and equipment.  At closing, the aggregate advances on the

Term  Facility  shall not exceed the lesser of: (x)  $200,000  or (y) 15% of the

Eligible Accounts  Receivable (as defined  hereunder).  The principal balance of

the Term Facility will be repaid in twenty-four-(24) equal monthly installments,

together with the monthly payment of Fees (as set forth below).



     During the term, the total  outstanding  Term Facility shall not exceed the

percentage of Eligible  Accounts  Receivable (the "Percentage  Limitations") set

forth on Exhibit B attached hereto and made part hereof.



     2. Fees. The Companies shall pay Access Capital the following fees, each of

which shall be an Obligation (as such term is defined in the Standard Terms):



        (a)  For  purchasing  Accounts  Receivable   hereunder  an  amount  (the

"Purchase  Fee") equal to the  fluctuating  annual rate of two percent (2%) over

Prime on the  amount  of each  Initial  Payment  from  the date of such  Initial

Payment  until  such time as such  Initial  Payment  is  collected  in full.  In

providing the Term Facility, monthly interest on the outstanding balance thereof

at the rate of two percent (2%) over Prime,  payable in arrears on the first day

of each month that the Term facility  will be in effect.  "Prime" shall mean the

"Prime Rate" of Citibank,  N.A. from time to time. Proceeds of collections shall

be  available to the  Companies  (so long as  consistent  with the terms of this

Agreement)  on the first  business day after receipt by Access  Capital  without

regard to clearance  but  effectively  credited to  outstanding  balances on the

second (2nd) business day after receipt thereof.



        (b) For the  management  of the  collateral  hereunder,  an amount  (the

"Collateral  Management  Fee") equal to 20 basis points (.20%) per month, on the

average daily outstanding Initial Payments and balance of the Term Facility.



        (c) An annual fee (the  "Annual  Fee") equal to one percent  (1%) of the

Capital  Availability  Amount upon the closing  and on each  anniversary  of the

closing of the ARPA.



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     3. Term.  This ARPA shall be in effect for an initial term beginning on the

date  hereof  and  continuing  until two years from the date on which any of the

Companies  shall have first  received  the  proceeds of an Initial  Payment from

Access Capital (the "Initial Term"),  and thereafter  automatically  renew for a

one year  period , unless  one party  shall  terminate  in  accordance  with the

Standard Terms.



     4. Conditions  Precedent.  Unless otherwise consented to by Access Capital,

Access  Capital  shall not be  obligated  to purchase  any  Accounts  Receivable

hereunder unless and until all of the conditions  precedent set forth on Exhibit

C  attached  hereto  shall have been  satisfied  (the  documents  listed on said

Exhibit C collectively referred to herein as the "Transaction Documents").



     5.  The  Companies'  Representations,  Warranties  and  Covenants.  By  the

Companies'  delivery of invoices to Access  Capital or  acceptance of an Initial

Payment  with  respect to an  Account  Receivable,  the  Companies  jointly  and

severally expressly acknowledge that each shall be deemed to represent,  warrant

and covenant to Access Capital with respect to each such invoice that:



        (a) The  Companies'  presenting  such  invoice is the sole owner of such

Accounts  Receivable  and such  Accounts  Receivable  have not  previously  been

assigned  or  encumbered  in any  manner;  that  Company  has the full power and

authority  to  sell  such  Account  Receivable  and the  sale  of  such  Account

Receivable to Access Capital has been duly authorized by all necessary corporate

action;



        (b) The goods or services listed or referred to in the invoices  related

to any such  Accounts  Receivable  have been  shipped or rendered to the Account

Debtor,  and the prices and terms of shipment set forth  therein  conform in all

material  respects to the terms of any related  purchase order or agreement with

the Account Debtor;



        (c) The invoices  representing  such Accounts  Receivable  correctly set

forth the full purchase price of the goods or services covered thereby, and such

amount  is due and  owing  from the  Account  Debtor,  subject  to no  set-offs,

deductions,   disputes,  contingencies  or  counterclaims  against  any  of  the

Companies or the invoice, and payment thereof is not contingent upon fulfillment

of any obligation; and



        (d) Upon Access  Capital's  delivery of an Initial  Payment for Accounts

Receivable, Access Capital shall be vested with all right, title and interest in

and to the Accounts Receivable purchased, including all proceeds thereof, rights

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