EXHIBIT
      4.2

    


    Date:
      May
      8,
      2008

    


    Roswell
      Capital Partners, LLC, a Georgia Limited Liability Company

    1120
      Sanctuary Parkway, Suite 325

    Alpharetta,
      GA 3004 (the “Agent”)

     

    BridgePointe
      Master Fund Ltd., a Cayman Islands Exempted Company

    1120
      Sanctuary Parkway, Suite 325

    Alpharetta,
      GA 3004 (“BridgePointe”)

     

    CAMOFI
      MASTER LDC, a Cayman Islands Limited Duration Company 

    c/o
      Centrecourt Asset Management

    350
      Madison Avenue, 8th
      Floor

    New
      York
      City, NY 10017(“CAMOFI”)

    


    Alternative
      Construction Technologies, Inc.

    2910
      Bush
      Drive

    Melbourne,
      FL 32935

    United
      States (the “Borrower”)

    


    
      	
            	Re:	
              Blocked
                Deposit Accounts - Alternative Construction Technologies,
                Inc.

            


    

     

    Gentlemen/Ladies:

     

    THIS
      AGREEMENT Re: Blocked Deposit Accounts dated as of May 8, 2008 (the
“Agreement”), is executed by and among:

    THE
      PRIVATEBANK AND TRUST COMPANY (the “Bank”),
      on
      the one side, and 

    The
      Borrower, BridgePointe, CAMOFI (BridgePointe and CAMOFI are collectively
      referred to herein as the “Lenders”), and the Agent on the other
      side.

    This
      Agreement is executed pursuant to that certain Line of Credit Agreement dated
      as
      of May 8, 2008, executed by and among the Borrower, the Lenders, the Bank and
      the Agent as amended from time to time (the “Loan Agreement”), and shall serve
      as instructions regarding the operation and procedures for the bank account(s)
      described below.

     

    1. Lockbox
      and Account Identification. This Agreement applies to the account that has
      been
      established at the Bank and is identified in Exhibit A attached hereto (the
“Lockbox Account”) and the address box that has been established with the Bank
      and is identified in Exhibit B attached hereto (the “Lockbox”). The Bank has
      received from the Borrower an executed PrivateBank Lockbox Services Agreement
      in
      connection with the opening of the Lockbox and the Lockbox Account (the “PLSA”),
      and the Bank has established the Lockbox into which checks for the Borrower
      are
      to be processed. The Eligible Clients (as defined in the Loan Agreement) of
      the
      Borrower have been, or will be instructed irrevocably to remit (i) all envelopes
      containing Items (as hereinafter defined) to be processed through the Lockbox
      and (ii) all electronic funds transfer payments to the appropriate address
      set
      forth on the PLSA. Each remittance will be processed in accordance with the
      terms of this Agreement, the PLSA and the Bank’s standard operating
      procedures.

     

    2. The
      Lockbox and Lockbox Account.

     

    (a) The
      Lenders and the Borrower hereby agree that the Lockbox is being established
      for
      the sole purpose of receiving checks and other forms of collections, if any,
      from customers of the Borrower. The Borrower hereby agrees and confirms that
      it
      has no right or ability to direct the checks or documents held or received
      in
      the Lockbox or to make a claim against the Bank or the Lender in furtherance
      of
      the Lenders’ rights hereunder.

     

    
      
        
          
          

        

        
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      The
        PrivateBank and Trust Company

      May
        8,
        2008

      Page 2

    

     

    (b) The
      Lockbox has been established with the Bank in the name of the Borrower, for
      the
      purpose of receiving Items from customers for deposit into a Lockbox Account.
      The Borrower will not be entitled to give instructions to the Bank with respect
      to the Lockbox Account and the Bank will not be responsible for any loss arising
      from the Bank’s failure to act in accordance with such Borrower’s instructions.
      The Bank will process all Items received in the Lockbox as provided herein
      and
      will, on each day that banks in Chicago, Illinois are not authorized or required
      to be closed for the conduct of commercial banking business (a "Business Day"),
      credit the total amount thereof to the Lockbox Account. Electronic funds
      transfers from customers each on account of the receivables of the Borrower
      payable by such customers, shall also be deposited into the Lockbox Account.
      The
      Lenders and the Borrower hereby instruct the Bank, and the Bank agrees, on
      each
      Business Day to transfer, via federal wire transfer or ACH, the total of (A)
      all
      deposits received in the Lockbox Account the prior Business Day, minus
      (B) the
      sum of all outstanding and unpaid Charges (as hereinafter defined) or
      Chargebacks (as hereinafter defined) which the Bank is permitted to debit or
      offset against deposits in the Lockbox Account pursuant to the terms of this
      Agreement, to the Lenders pursuant to wire instructions to be provided by the
      Agent. The
      Agent, the Lenders and the Borrower hereby irrevocably instruct the Bank, and
      the Bank agrees, on each Business Day to transfer, via federal wire transfer
      the
      available balance in the Lockbox Account to an account at the Bank in the name
      of the Agent.

    


    (c) The
      Borrower agrees and confirms that it has no dominion or control whatsoever
      over
      funds held in the Lockbox Account, and the Borrower hereby disclaims any right
      of any nature whatsoever to control or otherwise direct or make any claim
      against Bank (including, without limitation, any claim for conversion or other
      similar statutory or common law claim) for the Items deposited to, electronic
      funds transfers credited to, and any other funds on deposit in the Lockbox
      Account from time to time. The Bank has no obligation to determine the source
      of
      payments received into the Lockbox or Lockbox Account.

     

    3. Lien.
      The
      Borrower has granted to the Lenders a continuing lien on and security interest
      in the Lockbox and Lockbox Account and all amounts from time to time on deposit
      therein. The parties hereto agree that this Agreement complies with
      Section 9-104(a)(2) of the Illinois Uniform Commercial Code with
      regard to the Lockbox Account.

     

    4. Duties.
      The Bank agrees to take such action with respect to the Lockbox Account as
      shall
      from time to time be specified in any writing purportedly from the Agent as
      provided herein. The Borrower and the Lenders agree that (a) the Bank has
      no duty to monitor the balance of the Lockbox Account; (b) the Lenders,
      through the instructions of the Agent, may at any time make withdrawals from
      the
      Lockbox Account and take any and all actions with respect to the Lockbox
      Account, and the Bank is hereby authorized to honor any instructions with
      respect to Lockbox Account (including withdrawals therefrom) which purport
      to be from the Agent (in each case without notifying or obtaining the consent
      of
      the Borrower); (c) the Bank may, without further inquiry, rely on and act in
      accordance with any instructions it receives from (or which purport to be
      from) the Agent with respect to the Lockbox Account, notwithstanding any
      conflicting or contrary instructions it may receive from the Borrower, and
      the
      Bank shall have no liability to the Lenders, the Borrower or any other person
      in
      relying on and acting in accordance with any such instructions; (d) the
      Bank shall have no responsibility to inquire as to the form, execution,
      sufficiency or validity of any notice or instructions delivered to it hereunder,
      nor to inquire as to the identity, authority or rights of the person or persons
      executing or delivering the same; and (e) the Bank shall have one (1)
      Business Day within which to act in accordance with any notice or instructions
      from the Agent with respect to the Lockbox Account received prior to noon
      Chicago, Illinois time and two (2) Business Days within which to act in
      accordance with any notice or instructions from the Agent with respect to the
      Lockbox Account received later than noon Chicago, Illinois time. Notwithstanding
      the preceding terms of this Section 4, it is expressly understood and
      agreed that any direction or request by the Agent with respect to the Lockbox
      Account will apply only to deposits in the Lockbox Account that are (A)
      reasonably believed by the Bank to be finally and unconditionally collected,
      or
      (B) collected funds initially deposited into any of the Lockbox Account by
      ACH
      that are no longer subject to reversal under the operating rules of the National
      Automated Clearing House Association, and the Agent shall make withdrawals
      from
      the Lockbox Account only via fedwire or by electronic transfer to another
      account maintained with the Bank or another financial institution.

     

    
      
        
          
          

        

        
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      The
        PrivateBank and Trust Company

      May
        8,
        2008

      Page 3

       

    

    Notwithstanding
      anything to the contrary contained in this Agreement, the Bank shall immediately
      cease all transfers of funds pursuant to this agreement upon the commencement
      of
      any bankruptcy, receivership, insolvency, reorganization, dissolution or
      liquidation proceedings by or against the Borrower (a “Bankruptcy Filing”),
      provided, however, that such suspension shall in no way effect the rights of
      the
      Bank to debit the Lockbox Account for amounts due under this Agreement. From
      and
      after the date on which the Bank receives notice of such Bankruptcy Filing,
      the
      Bank shall hold all funds deposited in the Lockbox Account. Upon receipt by
      the
      Bank of an appropriate order from a court of competent jurisdiction, the Bank
      shall thereafter resume any transfer of funds pursuant to this
      agreement.

     

    5. Deposit
      of Items. The Borrower and the Lenders irrevocably direct and authorize the
      Bank, and the Bank agrees to process for deposit to the Lockbox Account the
      checks, drafts, or other orders for the payment of money (collectively, “Items”)
      as set forth in the lockbox services agreement between the Borrower and the
      Bank, in the form of that attached as Exhibit C (the “Lockbox Services
      Agreement”).

     

    6. Information.
      The Bank shall provide the Agent with (a) all regular monthly account statements
      covering deposits to and withdrawals from the Lockbox Account (with a copy
      to
      the Borrower unless the Bank has been otherwise directed in writing by the
      Agent
      to send such statements to another person), (b) upon request, images of all
      Items (which Items shall be maintained by the Bank in the sequence processed
      and
      retained by the Bank for five (5) years as legal records), and (c) such other
      information with respect to the Lockbox Account as the Agent may from time
      to
      time reasonably request. The Borrower hereby consents to such information being
      provided to the Lenders and agrees to pay all expenses in connection
      therewith.

     

    7. Exculpation;
      Indemnity. The Bank undertakes to perform only such duties as are expressly
      set
      forth herein. Notwithstanding any other provisions of this Agreement, the
      parties hereby agree that the Bank shall not be liable for any action taken
      by
      it or any of its directors, officers, agents or employees in accordance with
      this Agreement, including, without limitation, any action so taken at the
      Agent’s request, except direct damages attributable to the Bank’s or such
      person’s own gross negligence or willful misconduct. In no event shall the Bank
      be liable for any (i) losses or delays resulting from acts of God, war,
      computer malfunction, interruption of communication facilities, labor
      difficulties or other cause beyond the Bank’s reasonable control, or
      (ii) for any other damages, including, without limitation, indirect,
      special, punitive or consequential damages, or to any third party as a result
      of
      any actions taken or omitted by the Bank in accordance with this Agreement.
      The
      Borrower and the Lenders agree, severally and not jointly, to indemnify and
      hold
      the Bank harmless from and against all costs, damages, claims, judgments,
      attorneys’ fees (whether such attorneys shall be regularly retained or specialty
      employed), expenses, obligations and liabilities of every kind and nature which
      the Bank may incur, sustain or be required to pay (other than solely, as a
      result of the Bank’s gross negligence or willful misconduct or the gross
      negligence or willful misconduct of any of the Bank’s directors, officers,
      agents or employees) in connection with or arising out of this Agreement, the
      Lockbox Account or the Lockbox, and to pay to the Bank on demand the amount
      of
      all such costs, damages, judgments, attorneys’ fees, expenses, obligations and
      liabilities (including, without limitation, the amount of any overdraft created
      in the Lockbox Account resulting from a Chargeback being charged to the Lockbox
      Account or from debiting the Lockbox Account for fees owed to the Bank described
      in Section 8 hereof). Nothing in this Section 7, and no indemnification of
      the Bank hereunder, shall affect in any way the indemnification obligations
      of
      the Borrower to the Lenders under the Loan Agreement. The provisions of this
      Section 7 shall survive termination of this Agreement.

     

    
      
        
          
          

        

        
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      The
        PrivateBank and Trust Company

      May
        8,
        2008

      Page 4

       

    

    8. Charges.
      In consideration of the services of the Bank in establishing, maintaining,
      and
      conducting transactions through the Lockbox Account and Lockbox, the Bank has
      established, and the Borrower hereby agrees to pay the fees and other charges
      for the Lockbox Account (collectively, the “Account Charges”), together with any
      and all other expenses incurred by the Bank in connection with this Agreement,
      the Lockbox Account, and the Lockbox, including, but not limited to, the
      reasonable legal fees of the Bank, including the fees of the Bank’s internal
      counsel, of every kind and nature, paid or incurred by the Bank in enforcing
      its
      rights and remedies under this Agreement, or in connection with defending
      against any defense, cause of action, claim, counterclaim, setoff or cross-claim
      based on any act of commission or omission by the Bank with respect to this
      Agreement, the Lockbox Account or Lockbox (collectively with the Account
      Charges, the “Charges”).

     

    The
      Borrower agrees and authorizes the Bank to debit the Lockbox Account for the
      amount of such Charges. In the event there are insufficient funds in the Lockbox
      Account, then the Lenders will be jointly and severally responsible, upon
      request of the Bank, to pay the amount of the Charges to the Bank, in
      immediately available funds, within one (1) Business Day after receipt of such
      notice, provided that any such liability of the Lender to the Bank shall in
      no
      way release the Borrower from liability to the Lender under the Loan Agreement
      and shall not impair the Lender’s rights and remedies against Borrower, by way
      of subrogation or otherwise, to collect all such Charges. The Bank reserves
      the
      right to change any or all of the fees and charges according to annual review,
      upon not less than ten (10) days written notice to the Borrower and the
      Agent.

     

    9. Chargebacks.
      All Items deposited in, and electronic funds transfers credited to, the Lockbox
      Account and then returned unpaid or returned (or not finally settled) for
      any reason (collectively, “Chargebacks”) will be handled in the following
      manner:

     

    (a) Any
      Item
      which is returned because of insufficient or uncollected funds or otherwise
      dishonored for any reason will be charged back to the Lockbox
      Account.

     

    (b) Any
      returns, reversals or Chargebacks relating to electronic funds transfers or
      deposits into the Lockbox Account, or merchant card, debit card or credit card
      transactions involving the Lockbox Account will be charged back to the Lockbox
      Account.

     

    The
      Bank
      will notify the Borrower of any and all Chargebacks which have been charged
      back
      to the Lockbox Account by reporting the return of such Items (or electronic
      funds transfers) to the persons identified in Section 14 hereof. The
      returned Item will be sent to the Borrower along with a debit advice. The Agent
      will also receive a copy of each such returned Item and the debit advice,
      provided, however, that after receipt of written notice from the Agent, the
      Bank
      will send the returned Item directly to the Agent.

     

    In
      the
      event there are insufficient funds in the Lockbox Account to cover such
      Chargebacks, upon receipt of notice from the Bank of the occurrence of such
      Chargebacks, the Lenders agree to pay the amount of the Chargebacks to the
      Bank,
      in immediately available funds, within one (1) Business Day after receipt of
      such notice, provided that any such liability of the Lenders to the Bank shall
      in no way release the Borrower from liability to the Lender under the Loan
      Agreement and shall not impair the Lenders’ rights and remedies against
      Borrower, by way of subrogation or otherwise, to collect all such
      Chargebacks.

     

    10. Irrevocable
      Agreement. The Borrower acknowledges that the agreements made by it and the
      authorizations granted by it herein are irrevocable and that the authorizations
      granted in Sections 2 and 3 are powers coupled with an interest.

     

    11. Set-off.
      The Bank waives all of its existing and future rights of set-off and banker’s
      liens against the Lockbox Account and all Items (and proceeds thereof) that
      come into possession of the Bank in connection with the Lockbox Account, except
      those rights of set-off and banker’s liens arising in connection with
      (a) any charges, fees, expenses, payments and other amounts for which the
      Borrower and/or the Lenders are responsible to the Bank (including, without
      limitation, any of the foregoing with respect to cash management services
      provided by the Bank to the Borrower, including, but not limited to, funds
      transfer (origination or receipt), trade, lockbox, commercial card, investment,
      disbursement, reconcilement, stop payment, positive pay, automatic investment,
      imaging, and information services), (b) Chargebacks, (c) Charges, and
      (d) amounts owed to the Bank pursuant to Sections 6 and 7
      hereof.

     

    
      
        
          
          

        

        
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      The
        PrivateBank and Trust Company

      May
        8,
        2008

      Page 5

       

    

    12. Miscellaneous.
      This Agreement is binding upon the parties hereto and their respective
      successors and assigns (including any trustee of the Borrower appointed or
      elected in any action under the Bankruptcy Code) and shall inure to their
      benefit. Neither the Borrower nor the Lenders may assign their respective rights
      hereunder unless the prior written consent of the Bank is obtained, which shall
      not be unreasonably withheld. Neither this Agreement nor any provision hereof
      may be changed, amended, modified or waived, except by an instrument in writing
      signed by the parties hereto. Any provision of this Agreement that may prove
      unenforceable under any law or regulation shall not affect the validity of
      any
      provision hereof. This Agreement shall be governed by, and interpreted in
      accordance with, the laws of the State of Illinois without regard to conflict
      of
      laws provisions. Any action in connection with this Agreement shall be brought
      in the courts of the State of Illinois, located in Cook County, or the courts
      of
      the United States of America for the Northern District of Illinois. Each party
      hereto irrevocably waives any objection on the grounds of venue, forum
      non-conveniens or any similar grounds, irrevocably consents to service of
      process by mail or in any other manner permitted by applicable law and consents
      to the jurisdiction of said courts. Each party hereto intentionally, knowingly
      and voluntarily irrevocably waives any right to trial by jury in any proceeding
      related to this Agreement. This Agreement may be executed in any number of
      counterparts which together shall constitute one and the same
      instrument.

     

    13. Agent’s
      Obligation to Lenders. The Agent shall cause funds to be disbursed out of the
      Lockbox Account only in conformity with Section 6(c) of the Line of Credit
      Agreement by and between the Company and the Lenders, of date even
      herewith.

     

    14. Termination
      and Resignation. This Agreement may be terminated by the Lenders upon thirty
      (30) days’ prior written notice to the Bank. The Bank may, at any time upon
      thirty (30) days’ prior written notice to the Lenders and the Borrower,
      terminate this Agreement and close the Lockbox Account.

     

    15. Notices.
      Unless otherwise specifically provided herein, any notice or other communication
      required or permitted to be given shall be in writing addressed to the
      respective party as set forth below and may be personally served, telecopied
      or
      sent by overnight courier service and shall be deemed to have been given:
      (a) if delivered in person, when delivered; (b) if delivered by
      telecopy, on the date of transmission if transmitted on a business day before
      4:00 P.M. (Chicago, Illinois time) (but only if such telecopied document is
      also delivered by another method permitted by this Agreement by the next banking
      business day), or, if not, on the next succeeding banking business day; or
      (c) if delivered by reputable overnight courier, the banking business day
      on which such delivery is made by such courier.

     

    
      	 	Notices
              shall be addressed as follows:
	 	 
	
              Agent:

            	 	
              Roswell
                Capital Partners, LLC

              1120
                Sanctuary Parkway, Suite 325 

              Alpharetta,
                GA 30004

               

              Attn:
                Chadwick Douglas McIntyre

              Telecopy:
                770-777-5844

            
	 	 	 
	
              Lender:

            	 	
              BridgePointe
                Master Fund Ltd.

              1120
                Sanctuary Parkway, Suite 325 

              Alpharetta,
                GA 30004

               

              Attn:
                Chadwick Douglas McIntyre

              Telecopy:
                770-777-5844

            
	 	 	 
	
              Lender:

            	 	
              CAMOFI
                MASTER LDC

              c/o
                Centrecourt Asset Management

              350
                Madison Avenue, 8th
                Floor

              New
                York City, NY 10017

              Facsimile:
                646-758-6751

               

              Attn:
                Michael Loew, Esq., General Counsel

            


    

     

    
      
        
        

      

      
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      The
        PrivateBank and Trust Company

      May
        8,
        2008

      Page 6

       

    

    
      	
              Bank:

            	 	
              The
                PrivateBank and Trust Company

              70
                West Madison Street, Suite 200

              Chicago,
                Illinois 60602

               

              Attn:

              Mark
                Veach

              Managing
                Director

              Phone:
                404-926-2428

              e-mail:
                MVeach@ThePrivateBank.com

               

              Zennie
                Lynch

              Associate
                Managing Director

              Phone:
                404-926-2431

              e-mail:
                ZLynch@ThePrivateBank.com

               

              Colleen
                Conaty

              Associate
                Managing Director

              Phone:
                404-926-2405

              e-mail:
                CConaty@ThePrivateBank.com

            
	 	 	 
	
              Borrower:

            	 	
              Alternative
                Construction Technologies, Inc.

              2910
                Bush Drive

              Melbourne,
                FL 32935

              United
                States

               

              Attn:
                Michael Hawkins

              Phone:
                321-421-6601

              Fax:
                321-308-0320

            


    

     

    or
      in any
      case, to such other address as the party addressed shall have previously
      designated by written notice to the serving party, given in accordance with
      this
Section 14.

     

    [Signature
      Page to Follow]

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Signature
      Page to Blocked Deposit Account Agreement

     

    This
      Agreement has been executed and delivered by each of the parties hereto by
      a
      duly authorized officer of each such party on the date first set forth
      below.

     

    
      
        
          	
                  ALTERNATIVE
                    CONSTRUCTION TECHNOLOGIES, INC.

                	
                   

                	
                  BRIDGEPOINTE
                    MASTER FUND LTD

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  By: 

                	        
	
                   

                	
                  By: 

                	        

	 	 	 	 	 
	
                  Name:
                     

                	       
	
                   

                	
                  Name:

                	
                       
                    

                
	 	 	 	 	 
	
                  Its:

                	            
                   	
                   

                	
                  Its:

                	
                  Its:           
                    

                
	 	 	 	 	 
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  CAMOFI
                    MASTER LDC

                	
                   

                	
                  ROSWELL
                    CAPITAL PARTNERS, LLC

                
	 	 	 
	
                  By:

                	     
	
                   

                	
                  By: 

                	     

	 	 	 	 	 
	
                  Name:

                	
                  Name:
                         

                	
                   

                	
                  Name:

                	
                  Name:
                        

                
	 	 	 	 	 
	
                  Its:

                	
                  Its:            
                    

                	
                   

                	
                  Its:

                	
                  Its:             
                    

                


        

        

          
            
              
              

            

            
              7

              
                

              

            

            
              
              

            

          

        

         

      

    

    ACCEPTED
      AND AGREED TO as of this

    _______
      day of _____________,
      _________.

    


    THE
      PRIVATEBANK AND TRUST COMPANY 

     

    
      
        	
                By: 

              	
                     
                  

              
	
                 

              	
                 

              
	
                Name: 

              	
                     
                  

              
	
                 

              	
                 

              
	
                Title: 

              	
                       
                  

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      B

     

    LOCKBOX

     

    
      	
              Address
                Box - First Class Mail:

               

              Alternative
                Construction Technologies

              P.O.
                Box 534674

              Atlanta,
                GA 30353-4674

               

              Address
                Box - Overnight Mail by
                special couriers should be sent to the actual site address listed
                below
                and should reflect the Lockbox Number and Name in the reference section
                of
                the airbill:

               

              PNC
                c/o Alternative Construction Technologies

              Lockbox
                Number 534674

              1669
                Phoenix Parkway, Suite 210

              College
                Park, GA 30349

            	 	
              Title

            


    

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

     

    FORM
      OF LOCKBOX SERVICES AGREEMENT

     

    A
      form of
      the Lockbox Services Agreement is attached.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    LOCKBOX
      SERVICE

    


    This
      lockbox service (the “Service”) provides you with lockbox mail collection
      services for remittance payments from your customers with access to images
      of
      those payments and accompanying remittance documents received through your
      lockbox (the “Lockbox”). 

    


    Mail
      Account.
      You will
      advise your customers to send checks, drafts, and other orders for the payment
      of money to be processed under this Service ("Items") to the lockbox address
      in
      Annex A. You
      will
      instruct your customers (a) to send Items to the Lockbox by means of a check,
      draft or money order and (b) not send cash or business reply mail to the
      Lockbox. You will direct your customers not to use the Lockbox for any purpose
      other than sending Items. The PrivateBank and Trust Company (the “Bank”) may
      terminate the Service and close the Lockbox in the event you fail to comply
      with
      these requirements. We
      will
      pick up mail containing Items at the U.S. Post Office from time to time in
      accordance with our regular lockbox collection schedules. You authorize the
      Bank
      to act as your agent and to have exclusive and unrestricted access to the
      Lockbox for the purposes of collecting mail therein.

    


    Your
      relationship to the Bank as a depositor will commence only when Items are
      credited to your Account. Prior to such time, we will be a bailee as to the
      Items in our possession.

    


    Inspection
      of Items.
      Each
      Banking Day, we will open the envelopes picked up from the lockbox and will
      remove their contents. Every
      day
      is a Banking Day except Saturdays, Sundays and holidays observed by the Bank.
      We
      may, at our option, perform the Services on a day other than a Banking Day.
      We
      may refuse to accept any mail which we deem inappropriate, including packaging,
      boxes and C.O.D. mail. Checks shall not be deemed to have been received by
      the
      Bank until picked up by the Bank from the United States Post Office.
Items
      contained in the envelopes will be inspected and handled as follows: 

    


    
      	
              ·

            	
              Payees.
                An
                Item not bearing an acceptable payee designation will not be deposited
                in
                the Account. If a necessary endorsement of a payee (other than yours)
                is
                missing, the Item will not be deposited into the Account. Checks
                payable to an acceptable payee name and another party must be endorsed
                by
                such second party in order to be processed. If not endorsed, the
                check
                will not be processed.

            


    

    


    
      	
              ·

            	
              Dates.
                An
                Item will be deposited into the Account even though it is stale-dated,
                post-dated or does not bear a date. Checks
                dated (1) more than 6 months prior to the date of presentation, or
                (2)
                more than 5 days after the date of receipt may not be processed in
                the
                Bank’s sole discretion. Notwithstanding the foregoing, the Bank shall
                have
                no liability for processing an Item that may be undated, stale, or
                post-dated.

            


    

    


    
      	
              ·

            	
              Amounts.
                If
                the written and numeric amounts of an Item differ, the written amount
                will
                control over the numeric amount unless the written amount is ambiguous.
                If
                the amount of an Item cannot be determined or if the amount is missing
                altogether, the Item ill not be deposited into the
                Account.

            


    

    


    
      	
              ·

            	
              Drawer's
                Signature.
                If
                the drawer's signature is missing, we will deposit the Item into
                the
                Account and affix a stamp requesting the drawee bank or other payor
                to
                contact the drawer for authority to pay the
                Item.

            


    

     

    
      
        	
                ·

              	
                Alterations.
                  An
                  item which appears to us to have been materially altered will not
                  be
                  deposited into the Account.

              


      

       

    

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              ·

            	
              Other
                Language. The
                Bank does not generally inspect the back sides of an Item and shall
                not be
                under any obligations to isolate and not process Items bearing restrictive
                legends or endorsements on the fronts (e.g., “paid in full”, “final
                payment” or words of similar meaning). The Bank will not process an Item
                if the Bank discovers that such Item contains any legend or endorsement
                or
                is accompanied by written matter purporting to restrict the nature
                of
                payment or that is intended to modify your contractual rights. Such
                an
                Item, if discovered, will be delivered to you.


            


    

    


    
      	
              ·

            	
              Endorsement.
                You hereby irrevocably make, constitute and appoint, the Bank (and
                all
                persons designated by the Bank for such purpose) as your true and
                lawful
                attorney-in-fact to endorse your name (or acceptable designated payee
                name) on all such Item(s) with the endorsement “Credit to the account of
                the within-named payee” or words of similar
                effect.

            


    

    


    
      	
              ·

            	
              International
                Payments.
                An
                Item denominated in foreign currency and drawn upon a foreign bank
                will
                not be deposited into the Account but will be submitted for collection
                only. An appropriate advice will be forwarded to you. We will not
                be
                responsible for fluctuation in exchange
                rates.

            


    

    


    Record
      Maintenance.
      All
      deposited Items will be digitally imaged and the imaged record will be retained
      by the Bank in accordance with our policies and procedures. To obtain copies
      in
      addition to the Deposit Advices of the recorded Items, you must contact us
      and
      additional charges may be imposed for furnishing additional photocopies to
      you.

    


    Processing
      Procedures.
      Items
      found acceptable for deposit will be encoded, endorsed, and deposited into
      the
      Account. The endorsement will be our standard endorsement for lockbox items,
      as
      it reads from time to time, and this endorsement will be the binding endorsement
      of the payee of the Item. We will process Items and make deposits throughout
      each Banking Day. During each Banking Day, we will make available to you images
      of the following: 

    


    
      	
              ·

            	
              Deposited
                Items 

            


    

    


    
      	
              ·

            	
              Accompanying
                Documents

            


    

    


    We
      will
      send back to you the originals of the following:

    


    
      	
              ·

            	
              Except
                for Items denominated in a foreign currency, original Items unacceptable
                for deposit, accompanying documents and other miscellaneous written
                communications received through the lockbox.


            


    

    


    Images;
      Retention and Truncation. We
      will
      make images of the documents listed above available to you through
      PrivateLockbox Web or by delivering to you a CD ROM or other agreed upon
      physical medium. Images may be viewed through PrivateLockbox Web. Use of
      PrivateLockbox Web is subject to the separate terms and conditions for that
      service (including hours of availability), which we will provide to you if
      you
      elect to use it. If you elect to receive images on a physical medium, we will
      deliver a CD ROM or other physical medium to you daily, weekly or monthly as
      you
      request. 


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    We
      will
      handle original Items and present them for payment according to our procedures
      in effect from time to time. Certain original documents that are too large
      or
      otherwise cannot be scanned will be returned to you. We will destroy the
      originals of all other documents three (3) days after we receive them. We retain
      image files for a limited period of time, which may change from time to time
      and
      which we will tell you upon request. Beyond that time, the best way to ensure
      availability of images or copies of your Items and other documents is to
      download them from PrivateLockbox Web and/or take delivery of the images on
      CD
      ROM or other physical medium that you can keep. If the image of a particular
      document (other than an Item) is not legible, we will be unable to produce
      another image or copy if you tell us after we have destroyed the original.
      We
      will not be liable to you if an image is not legible.

    


    Microfilm.
      All
      deposited Items will be microfilmed in processing sequence for reference
      purposes. We will retain the microfilm for a period consistent with our policy
      in effect from time to time and will provide photocopies of deposited Items
      to
      you upon timely request and payment of our retrieval and photocopying
      charges.

    


    Returned
      Items; Adjustments.
      We will
      notify you of returned Items. We will have the right to credit or debit the
      Account to correct processing mistakes that are capable of correction. Copies
      of
      credit or debit advices will be sent to you. 

    


    Cooperation.
      You
      agree to assign appropriate contact(s) to work with our personnel for the
      establishment and operation of lockbox services. You agree to follow reasonable
      procedures specified by us from time to time that are necessary for the
      efficient operation of this Service.

    


    Special
      Instructions.
      You will
      deliver to the Bank any special instructions that are applicable to the Service.
      We will use our best efforts to comply with such special instructions but we
      shall not be obligated to do so in the event such special instructions conflict
      with our established procedures or result in additional expenses.

    


    Obligations
      of the Bank.
      We will
      exercise care in selecting employees or agents to pick up and deliver the
      contents of the Lockbox (“the Bank Designees”) or in selecting third party
      providers to assist us in the offer of the Service. In the event of a loss
      caused by such third parties or the Bank Designee’s negligence or misconduct,
      the Bank’s sole obligation will be to exercise its best efforts, at your costs
      and expense, to assist you in obtaining repayment from the responsible party.
      The Bank shall exercise its best efforts in determining the optimum time to
      pick
      up mail at the Lockbox and the best carrier to deliver that mail to its
      operations center. However, the Bank shall not be liable in the event the chosen
      pickup time and carrier prove not to result in the earliest possible
      availability of funds. Your account will be back-valued as necessary to
      compensate customer in the event any check is deposited late.

    


    Termination;
      Liquidated Damages.
      Either
      you or we may terminate this Service as provided elsewhere in this Terms and
      Conditions. If, however, you terminate this Service before you have used it
      for
      twelve (12) consecutive months for any reason other than our failure to
      reasonably perform our obligations hereunder, you will pay to us, as liquidated
      damages and not as a penalty, an amount equal to sixty percent (60%) of our
      average monthly billings to you for this Service multiplied by the number of
      months remaining until the end of the 12-month period. Any mail received by
      us
      in the lockbox after the termination date will be sent to the address specified
      by you for a period of three (3) months. You will pay us our charges for
      forwarding any mail.

    


    [Date]

    


    Signed
      by:

     

    
      
        	
                [name
                  of the client]

              	 	 	
                The
                  PrivateBank and Trust Company

              
	 	 	 	 	 
	
                          
                  

              	 	 	
                          
                     

              	 
	
                [name
                  and title]

              	 	 	
                [name
                  and title]

              	 


      

    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    Annex
      A

    


    [lockbox
      address]

    

      
        
          
          

        

        
          14