**Exhibit 10.14**

 

**[This document has been translated into English from the originaldocument, which is in French.]**

 

**FACTOCIC**

 

**DEVELOPMENT FACTOR**

 

Head office: Tour Facto – 92988 Paris LaDéfense Cedex   Telephone: 01 46 35 74 00Fax: 01 46 35 69 21

 

**General conditions**

 

Factoring contract no.: 24283

 

Company stamp:

 

[stamp]

 
|   | CXR  ANDERSONJACOBSON                         | Rue de l’omette28410 ABONDANT |   |
|--------|-----------------------------------------------|------------------------------------|--------|
|   | Tel. 02 37 62 88 00 – Fax 02 37 62 88 01 |                               |
|   | R.C.S. Dreux – SIREN 785 754 706         |                               |

 

Limited company with capital of €7,680,000 RCSNANTERRE B 380 307 413 - Financial Company approved by the CreditEstablishments Committee

 

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**AMENDMENT No. 1 TO FACTORINGCONTRACT No. 024283**

 
| Agreed between the  company: CXR ANDERSON JACOBSON                |
|-------------------------------------------------------------------|
| SAS with capital of  €1,350,000.00                           |
| Head office: Rue de  l’ornette – 28410 ABONDANT         |
| RCS: 785 754 706 001 39                                           | hereinafter referred to as the Company; |
| and: **FACTOCIC**                                                 |
| FACTOCIC, a limited  company with capital of €7,680,000.00   |
| Financial company approved  by the Credit Establishment Committee |
| Head office: Tour Facto 92988 PARIS LA DEFENSE CEDEX              |
| RCS NANTERRE B 380 307 413                                        | hereinafter referred to as the Factor; |

 

The company wished to obtain certain contractuallyscheduled services from the Factor, in particular the funding of its invoices(with the exception of any insolvency guarantee) during the rebillingtime-limit set out in Article L 341-18 of the Monetary and Financial Code,the aim of this amendment is to organize the parties’ relationships for caseswhere rebilling would be exercised;

 

It is expressly agreed that no transferred credit willbe covered by credit guarantee or insurance while the rebilling time-limit hasnot expired and even more so if this faculty is exercised: once this time-limitis passed and complying with Article 2-2 of the general conditions, anyguarantee will retroactively cover up to its date of delivery; the existingoutstanding amount in the Factor’s accounts.

 

Exercise of the rebilling faculty by the company willnot call into question the subrogation occurred for the Factor against paymentin the current account.

 

The price of intervention of the Factor, paid in caseof rebilling, will be 25 EUROS per invoice transferred between the date ofsigning of the contract and the date of receipt by the Factor of the rebillingform appended to this contract, duly completed and signed by the Company.

 

From exercise of its right to rebilling, the Companymust reimburse without delay the debit balance released by the global positionof the factoring accounts and sub-accounts.

 

A repayment request will not bring revocation of therights of subrogatee held by the Factor, who, as long as s/he has not beenpaid, will be bound to act counter to any debt transferred and/or of theCompany.

 

During closure of the accounts, the guarantee fundswill be credited into the current account and the balance noted should be paidby the Factor to the Company if s/he is the creditor and by the Company to theFactor if the balance is in debit.

 

**Duration of the amendment**

 

This amendment will take effect from the date ofsigning of the contract and will transfer its effect particularly in the caseof non-exercise, within the legal time-limit, of the rebilling stated in Article L341-16 of the Monetary and Financial Code.

 

Completed in two copies in Paris La Défense, on

 

THE COMPANY  20                    September 2010                               THEFACTOR

 

Stamps and authorized signatures

 

[stamp]
| CXRANDERSONJACOBSON                            | Rue de l’omette28410 ABONDANT |   |
|------------------------------------------------|------------------------------------|--------|
| Tel.  02 37 62 88 00 – Fax 02 37 62 88 01 |                               |
| R.C.S.  Dreux – SIREN 785 754 706         |                               |

 
| AVA | GN03 |
|-----|------|

 

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|  | Factoring  Contract General Conditions |
|--|----------------------------------------|

 

**Article 1: Subject - Field of application**

 

**1-1****     ****Services of the Factor – Exclusivity** –In the conditions defined above, and for all of the commercial and professionaldebts of the Company, pertaining to the field of application specified in thespecial conditions, the Factor ensures their payment against subrogation, byinscription in the current account, the financing of the debts guaranteed byanticipation of their collection, keeping of the accounts of its clients(hereinafter called Purchasers). Their guarantee against the financial failuresof their private Purchasers, their current recovery and their collection, Inreturn, the Company is bound to transfer, exclusively to the Factor, ownershipof the debts concerned and is prohibited from completing or executing anyagreement conferred upon third parties of the rights of these debts.

 

**1-2****     ****Globality** – This contract applies,unless stipulated to the contrary, to all of the debts which correspond toclosed sale of goods delivered or to provisions of services rendered by theCompany complying with the orders received

 

**1-3****     ****Exclusions** – The billings are excludedfrom the field of application:

 

a) Intermediaries within the scope of company orsimilar contracts or – the payment of which, even after receipt withoutreservation – is subordinated to observation of execution of an obligation ofresult.

 

b) Relating to the services or provisions undertakenby a subcontractor.

 

c) Issued to the Purchasers who are also suppliers orwith which the latter holds dependency or interdependency reports (the lattercase is particularly aimed at who would have direct or indirect financial linkswith the company or with common de facto or de jure directors).

 

The respect of these exclusions is the responsibilityof the Company, the Factor not having to control their application.

 

**Article 2 – Guaranteeagainst the risk of insolvency**

 

**2-1****     ****Benefit**– To benefit from thisguarantee, the company must obtain prior agreement from the Factor on a taxinclusive outstanding amount for each of its private Purchasers. The Factorsupports within the limit of the guarantees in force the charge of the debts incase of non-payment exclusively linked to insolvency of the Purchasers. Thisinsolvency is recorded by opening of a procedure of recovery or of legalliquidation. From the moment the debit is not contested and subject to respectby the Company of the obligations placed under its responsibility by thiscontract, the Factor’s guarantee will be implemented. However, if subsequentlyto the payment by the Factor, the debt was, in whole or in part, rejected by alegal decision, the Company is bound to repay it without delay in principal andinterests.

 

**2-2**      **Definition – Coverage** –The guarantee processes should be undertaken by using the Telematic Services ofthe Factor in accordance with the conditions appearing in the specialconditions and modalities described in the Customer’s guide given to theCompany. The answers will be sent to the Company by all telematic means andconfirmed by sending of a monthly summary document. Apart from mention of adate of coming into effect, any guarantee retroactively covers up to its dateof issue, the existing outstanding amount in the Factor’s accounts.

 

**2-3****     ****Exceptions** – the Company remains ofthe payment of the debts transferred in the aforementioned cases.

 

a) absence of Guarantee or outstanding exceeding theGuarantee amount, within the limit of the overspend observed on the date of thefailure of the Purchaser or, if it is prior to it, on the date of revocation ofthe Guarantee.

 

b) default of payment on the due date of a guaranteedebt, based on an exception drawn from its reports with the Purchaser, or withthe third-parties, or difference on collection resulting in a change loss.

 

c) debts outside of the field of application or forwhich the Company receives another Guarantee granted by an insurance company ora credit company authorized to practice in France.

 

d) franchises stipulated with special conditionsparticular accordingly of their amount.

 

**2-4****     ****Evolution of Guarantees** –The Factor may, at any time, notify the Company of evolution of the Guarantees –and in particular their increase and their reduction – with immediate effectbut without retroactivity except for the increases.

 

**2-5****     ****Collections -  **Any amount credited to factoring accounts (where the outstanding amount ofthe transferred credits are recorded) in the Factor’s books allocated bypriority on the guaranteed outstanding amount. As determined by the renewaleffect, the debts exceeding the outstanding ceiling will therefore be covered,gradually by the effective collections, according to their due dates. Therenewal effect no longer comes into play when the guarantee is revoked. It islimited to the new amount in case of reduction.

 

**2-6****     ****Recoveries**– after revocation of aGuarantee or in case of insolvency of the Purchaser, any recovery of any kindobtained by either party, is charged au pro rata on the guaranteed outstandingamount and not guaranteed in the Factor’s accounts. The Guarantees being issuedinclusive of tax, the Company is bound to reverse to the Factor the recoverableVAT amount, and this, au prorate of the guaranteed outstanding. This 

 

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repayment will intervene from receipt of a documentattesting to the non-recoverability of the debt or on the date of judgmentsanctioning the recovery plan and deciding on continuation of activity ordeclaring legal liquidation of the Purchaser.

 

**2-7****     ****Contestation** – in case of contestationof the amount of the Guarantee, the Company should produce in support of itsrequest any document from the Factor attesting to the validity of theGuarantee.

 

**Article 3: Transfer of thedebts**

 

**3-1****     ****Time-limit** – the Company is bound totransfer its debts before their due dates and at the latest, thirty calendardays after the issue date of the invoices.

 

**3-2****     ****Subrogation** – in return for the paymentsof the Factor by registering the credit in the current account, the Companysubrogates it within all the rights and actions attached to the debts,complying with Article 1250 of the Civil Code. The Factor remains the soleholder of any transferred debt, even in the case of debit in the currentaccount and this up until it has been effectively repaid. The Company must setup a subrogative receipt complying with the formula approved by the Factor andattaching to it in particular a copy of the invoices as well as details of thediscount on the appended list or any other justification agreed between theparties.

 

**3-3****     ****Validity** – The Company vouches forthe legal effectiveness of each of the subrogative receipts and in particularthe existence and validity of the debts as well as the opposability of theirtransfer, with regards to the Purchasers as well as other third-parties in sucha way that the subrogation is not in any way, deprived of effect, in fact or inlaw.

 

**3-4****     ****Information from the Purchasers** – TheCompany must, from signing of this contract, inform its Purchasers of it by aletter the wording of which must be subject to the Factor’s approval. It mustinsert in the same body of the invoices a mention focusing on the specialconditions indicating, due to the subrogation, only a payment from the Factoris released.

 

The Factor is authorized by operation of law and atany time to notify the purchasers and any other third-parties of the existenceof this contract and its quality as subrogatee.

 

**3-5****     ****Seizures** – When the debtstransferred to the Factor are the subject of seizures (or of any equivalentprocedures) at the request of a third-party presenting itself as a Companydebtor,

 

·                  in the hands of a Purchaser

·                  in the hands of the Factor

 

The latter will be able to, as a totalwithdrawal/release of it not being notified, to transfer the available amountfrom the current account to credit an escrow account, and this accordingly forthe total amount of seizure.

 

This faculty also concerns the available amountobserved after each subrogated prior payment of seizures.

 

**3-6****     ****Contracts** – Before any invoicingwithin the scope of a contract, the Company is bound to transfer to the Factor,in application of articles L 31 3-23 to L 31 3-34 of the Monetary and FinancialCode the contract, within the scope of which the invoice is to be issued, andto give a copy of the private contract to it or the sole copy of the publiccontract.

 

**Article 4 – Disputes – direct payments – Credit notes**

 

**4-1****     ****Contestation of debts (disputes)** –In case of contestation by a Purchaser refusing to pay the Factor all or partof a transferred debt, this debt will be known to be contentious accordingly.It will be a case of exceptions inherent to the debt such as notablynon-compliance (qualities, quantities, time-limits) of the goods or servicesprovided in respect of the order, with external exceptions to the debt, forexample in particular compensation, opposition.

 

Each party is bound to inform the other one, as soonas possible, of any contestation of this type brought to its knowledge.

 

**4-2****      ****Processing of the contested debts** –From issue of a notice of dispute by the Purchaser or the Factor, the Companyhas, for its part, a maximum time-limit of thirty calendar days to obtain fromthe Buyer what it pays the Factor.

 

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Failing that, the Factor will be able to debit thecurrent account of a sum at least equal to the amount of this debt, to creditan escrow account, or to credit the factoring account recording the outstandingof the transferred debts to revoke the subrogation accordingly of the availableamount.

 

The time-limit stated in the two previous paragraphsbecomes non applicable as soon as the contestation focuses on the veryexistence of the debt (absence of order or of delivery) or that this debt iscontested within the scope of a legal action.

 

**4-3****     ****Direct payments** – When the paymentmeans are sent directly to the Company as payment for transferred debts to theFactor, the latter, which can only receive them in the quality of depository ofthe Factor, must, from receipt, return them to it.  Failing that, the latter will be able todebit the current account, due at concurrence, and without prejudice to anyother recourse.

 

**4-4****     ****Compliant credit notes** –The Company is bound not to modify the extent of the rights attached to a transferredcredit without the Factor’s agreement. This agreement is assumed in case ofissue, within the scope of current business management, of credit notes complyingwith the usual practices. In all cases, it is bound to send to the Factor, fromtheir issue and at the latest within five working days, the totality of the creditnotes pertaining to the transferred debts.

 

**4-5****     ****Non-compliant credit notes** –Credit notes not complying with the usual practices (the issue of credit notes significantlyaffecting the transferred debts does not for example constitute complying withthe usual practice) or issued in fraud of the rights of the Factor, will beacknowledged as non-invocable to it even in the case where they would have beenthe subject of a credit with the factoring account recording the outstanding ofthe transferred debts. Without prejudice of any recourse against the Company,it will in particular be for non-motivated credit notes, while waiting forwritten justification and for those followed by rebilling issued with nomention of the subrogation for the Factor.

 

**Article 5 – Duty of information** –The Company must inform the Factor as soon as possible of any acts or eventslikely to affect the rights of the latter over the transferred debts. In caseof characterized or reiterated lack by the Company of its informationobligations, the Factor will be able to declare the loss of right of all guaranteesissued on the outstanding amounts of the transferred debts and to claimrepayment of the losses sustained.

 

The Company acknowledges to the Factor as well as toany person designated by it, the right to obtain communication of all documentsto ensure the respect of the contractual obligations. It is bound to facilitatefor the Factor exercise of this right and to send to the Factor, within thelegal time-limits, its statement, certified by its auditors in cases stipulatedby the law, as well as the appended documents.

 

**Article 6 – Current accounts**

 

**6-1****     ****Agreement** – The sums paid by theFactor in virtue of this contract and those which are due to it, for any purposewhatsoever, by the Company will enter into the current account. The reciprocaldebts, related indivisible, will be expressed in items of credit and debit andwill there be compensated between them when they are payable. Il will be thesame case of opening of sub-accounts of the current account to facilitatemonitoring of the operations.

 

**6-2****     ****Balance** – The current account andits sub-accounts form an indivisible whole, it is the general balance of thesingle account after compensation of the debits and the credits, which will beconsidered at any time – and in particular after cessation of the factoringoperations. – like the balance of the current account.

 

**6-3****     ****Overdraft** – The current account doesnot include overdraft authorization. Any debit balance is immediately payablewithout a demand for payment being required and bearing interest even after itsclosure, at the rates of the Special Financing Commission (SFC), up until fullrepayment.

 

**6-4****     ****Operations** – The current account willbe credited in particular with the amounts of transferable bills, payments tothe order of the Company that the Factor will collect in its quality of proxyas well as bank transfers coming from the sub-accounts to the current account.It will be debited from the Company direct debits, the sums transferred to thesub-accounts, as well as all of the sums due par the Company to the Factor, particularlyin respect of this contract and any other contracts or operations.

 

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**6-5**** ****Statements** – The monthly account statements are acknowledged as being definitivelyaccepted by the Company, unless there is written and relevant contestationwithin the thirty calendar days following their stop date.

 

**6-6****     ****Payment** – Any debit of a debt isnot valid as payment if the present current account before this entry or creditbalance at least equal to the amount of the debit.

 

**6-7****     ****Closure** – After termination of thecontract and complete of the operations, the current account will be closed andits balance, if it is in credit, paid back to the Company.

 

**Article 7 – Guarantee funds**

 

**7-1****     ****Subject** – This is a sub-account ofthe current account with the objective of guaranteeing to the Factor exerciseof its contractual recourses in respect of the acknowledged or potentialnon-values, such as in particular the credit notes issued or requested, directpayments, disputes, deferred discounts, delay on credits financed and nonGuaranteed. Its balance may not be lower than a certain quota of theoutstanding of the transferred debts and at a minimum threshold. This quota wascalculated in accordance with the items brought to the Factor’s knowledgeduring the study on entry into relation. It will later be minified in case of significantvariation of the items and especially a modification of the percentage ofrecognized and potential non-values.

 

**7-2****     ****Constitution** – It is supplied by directdebits on the available amount while subrogatory payments. The adjustments tothe reduction are the subject of a credit in a current account.

 

**7-3****     ****Use** - The Factor may withdrawon this account the necessary amounts to cover a debtor position of the currentaccount. In the same case, the quota and/or the contractual threshold areimmediately rebuilt. On closure of the accounts between the parties, thebalance is transferred to the credit of the current account.

 

**Article 8 – Escrow accounts**

 

These are sub-accounts of the current account wherethe subrogatory payments are transferred corresponding to non-financed debts,when waiting for their collection. They can be opened to facilitated monitoringof each type of operation such as in particular debts covered by the ceiling ofguaranteed outstanding amounts the payment of which at term is not attested bya justification, available values after in case of seizure or opposition. Theseamounts will be transferred to the current account as soon as the operationconcerned is put in order.

 

**Article 9: Management of Purchasers’ accounts**

 

**9-1 – Current recovery** – Asit remains holder of the transferred debts, the Factor or its proxy with thesole quality to undertake management of their recovery and their collection. Itholds the accounts pertaining to it, grants or refuses the reports,prorogations or arrangements, with or without discounts, requested by thePurchasers. Subject to their effective collection, it carried the payments forthe factoring account. The Company is bound to lend its competition to theFactor and to give it in particular all documents, correspondences and specialproxies as required. For the non-guaranteed fraction of the transferred debts,the Factor does not bear the costs and fees of contentious recovery after theirdue date. If it undertakes it in advance, it will by operation of law debitthem to the current account.

 

**9-2 Mandate** – For it to enablecollection without delay the payment instruments received from the Purchasers,the Company gives mandate to the Factor to appose there any mention andnecessary signature.  If it acknowledgesthat the payments to its order did not concern the transferred debts, theFactor will be repute for having collected them as a proxy and this, even afterfulfillment of the contract. These collections will be, subject to correctexecution, credited into the current account.

 

**9-3 Ownership reserve** –For the sales completed with property reserves, the Factor is not held toclaim, unless on written request from the Company and accepted by theFactor.  This claim will be undertaken atthe Company’s cost. In case of a claim, the Company is bound to provide everyassistance especially for identification and recovery. For the goods andrepurchase of the recovered goods for a price which will not be lower thantwo-thirds of the amount initially billed. In any case, the Company cannotoppose the Factor the risk charge in case of loss or destruction of the itemsold. The mandates set out in this article are stipulated in the commoninterest of both parties.

 

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**9-4 Late penalties and interests** –With a view to maintaining management of its business relations with itsclientele, the Company expressly reserves the right to override or abandon anylate penalties and all late interests which will be due by its Purchasers forthe debts factored and to undertake accounting of them in its books. To do so,it will be up to the Company to factor its accounts by any means available toit. The debts corresponding to the late penalties and/or interests are excludedfrom the field of application of the factoring contract.

 

**Article 10: Compensation of the Factor**

 

**10-1 Factoring commission** –In respect of its services, the Factor will receive commission calculated onthe tax inclusive amount of the transferred invoices, its rate is, like theannual minimum, specified in the Special Conditions. The accumulated amount ofthe factoring commissions received in a calendar year will not in any case belower than the minimum annual amount. At the start of the second calendarhalf-year, the Factor will be able to withdraw, if there is one, the differencebetween the accumulation of the factoring commissions deducted since the startof the year and half of the annual minimum. In case of termination on theFactor’s initiative, the minimum amount set out above is only due for the sixmonths current on expiration of the time limit of the notice. In all othercases, termination without notice or on the Company’s initiative, the annualminimum becomes payable immediately from notification of termination of thecontract.

 

**10-2 Evolution** – The parameterswhich determine evolution of the factoring commission rates are renowned forbeing set in constant Euros. They will thereby be revalued on the 1st of January and the 1st of July of each year inaccordance with evolution of the Consumer Price Index (CPI), Services heading(Identifier: 4009E). The references and revision index will be respectively thelast index published on date of signing of the contract and the last indexpublished before each revision,

 

In either of the following cases;

 

·                  Modification affecting the composition and/or definition of the CPI indexor of the rate in which the special financing commission is set out below.

·                  Disappearance of this index or of the rate and substitution of a rate orindex of the same type or equivalent, modification affecting the bodypublishing it or the modalities of publication, following in particular passageto the single European currency, the index or rate issued from thismodification of this substitution will apply by operation of law.

 

**10-3 Financing commission** –In respect of the amounts it is funding, the Factor receives a specialcommission (CSF) the annual rate of which varies according to evolution of areference rate agreed between the parties. Unless stipulated to the contrary,it is the Factor’s reference rate. This rate will vary in such a way that itwill never exceed the arithmetical average of the base rates of the CICincreased by a half-point (fifty base points). From issue of the Factor’schecks or payments, this commission is provisionally estimated and inaccordance with the average due date of the debts. Its definitive amount isliquidated on the date of effective collection of the debts. At the end of eachmonth, after taking into account the dates of value applied to collections andpayments, a CSF discount is established, its net debit balance of anydeductions is brought to the debit of the current account. The value dates,which the Company acknowledges it is aware of, are only the CSF’s calculationmodalities, this disposition forming an indivisible whole with the otherclauses of the contract.

 

**10-4 Promissory notes** –Subscription by the Factor, at the Company’s request, of promissory notes, willresult in the collection of a commission calculated prorate temporis dependingon the due date of the promissory note.

 

**10-5 Taxes** – The Company is liable forthe taxes it is subject to, on the date of their realization, the operationsprocessed in virtue of this contract.

 

**10-6 Collection or transfer costs** –the collection or transfer costs will be borne in full by the Company by way ofdebit of its current account.

 

**Article 11: Confidentiality – Substitution**

 

**11-1 – Confidentiality** –All information sent by the Factor, particularly Guarantees and theirmodifications, is confidential. The Company is bound not to divulge itdirectly, or via a third party. Any breach could result in termination of thecontract and in the Company entering into third party liability.

 

**11-2 – Substitution** –Unless there is an agreement in writing from the Factor, the Company cannot, inany form whatsoever, be substituted by a third party for execution of theobligations it is responsible for by this contract.

 

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**Article 12 – Duration – Termination**

 

**12-1 – Duration**– Unless stipulationto the contrary in the special conditions, this contract, completed without aduration limit, comes into effect on the date of signing. Subject to threemonths’ notice, each party may terminate it at any time by notifying the otherparty of its decision by registered letter with proof of receipt.

 

**12-2 – Termination by the Factor** –The Factor may terminate the contract without notice in the following cases:

 

a) non-respect by the Company of its obligations inrespect of the contract,

b) appointment of a provisional administrator,closing down of business, cessation of payments from the Company or amiableliquidation, recovery or legal liquidation against it.

 

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SPECIAL CONDITIONS OF FACTORING CONTRACT No. 024283

 
| Completed between the  Company:                                   |
|-------------------------------------------------------------------|
| CXR ANDERSON JACOBSON                                             |
| SAS with capital of  €1,350,000.00                           |
| Head office: Rue de  l’ornette – 28410 ABONDANT         |
| RCS: 785 754 706 001 39                                           | hereinafter referred to as the Company; |
|                                                              |
| and:                                                              |
|                                                              |
| **FACTOCIC**                                                      |
| Factocic, a limited  company with capital of €7,680,000.00   |
| Financial company approved  by the Credit Establishment Committee |
| Head office: Tour Facto  92988 PARIS LA DEFENSE CEDEX             |
| RCS NANTERRE B 380 307 413                                        | hereinafter referred to as the Factor; |

 

This contract is comprised of special conditions andgeneral conditions of the factoring contract of the Factor (referenced FC3007.01.03) numbered from 1 to 15 and appended to this document, which theCompany acknowledges it is fully aware of.

 

This is a factoring contract with notification ofsubrogation for the Factor to the Purchasers. Furthermore, the Factor entruststhe Company, in the conditions defined below, mandate of recovery of thetransferred debts.

 

**Article 15: Field of application**

 

Sales and services invoiced to the Purchasers locationin Metropolitan France.

 

Any transfer of debts to a determined Purchaserresults in an obligation for the Company to transfer to the Factor all of thedebts that it holds or will hold on this Purchaser.

 

The maximum credit duration granted by the Company toits Purchasers will be 120 calendar days.

 

**Article 17 – Frequency of discounts – Justifications – Legalobligation – Indicative payment clause – Subrogation advertising.**

 

**Article 17-1: Frequency of discounts**

 

The discounts will be taken at a maximum 4 times amonth with sending of the originals of the invoices to the Purchasers by theCompany or the Factor in case of revocation of the mandate.

 

**Article 17-2: Justifications**

 

The following justifications will have to be madeavailable from the Factor to the Company: the public and private contracts andthe purchase orders and the accepted quotes and the order confirmations and thesigned delivery notes, and the collection notes signed by the transporter.

 

The wording of this note which must appear on theinvoices is as follows: “To be released, your payment must be made directly forthe order of FACTOCIC – TOUR FACTO 92988 PARIS LA DEFENSE TEL: 01 46 35 74 00RIB 11978 00001 02428310090 78 – who receives it by subrogation within thescope of a factoring contract and should be informed of any claim relating tothis debt”.

 

**Article 17-3: Legal obligation – New Economic Regulations –TRACFIN –**

 

Invoices with an amount greeter than or equal to150,000.00 should be subrogated to us by a subrogative receipt isolated andidentified to which is attached a copy of the invoice the public or privatecontracts and the purchase orders and the accepted quotes and the orderconfirmations and the signed delivery notes, and the collection notes signed bythe transporter, and any justification available from the Company of a type tojustification economic founding of the transferred debt.

 

**Article 17-4: Indicative payment clause – Subrogation advertising**

 

In application of Article 3-4 of the GeneralConditions, the Company is bound to show the Factor a copy of the invoiceincluding the signature comprising the wording of the following note:

 

“To be discharged, the payment of this debt must beworded to the order of FACTOCIC subrogated in our rights within the scope of afactoring contract, and sent to FACTOCIC – TOUR FACTO 92988 PARIS LA DEFENSECEDEX TEL: 01 46 35 74 00 RIB 11978 00001 02428310090 78.”

 

The company will inform its purchasers of theexistence of the factoring contract by a letter whose project will be subjectto the Factor. Any new purchaser will be informed before the first transfer tothe Factor of the first invoices of the existence of the factoring contract bythe same letter.

 

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The drafts sent to the Purchasers and drawn up by theCompany for covering the invoices will be payable to the Factor.

 

The Factor reserves the possibility, furthermore, ofnotifying the Company’s purchasers itself, at any time, of the existence of thefactoring contract and of its role of subrogated.

 

**Article 18 – Recovery mandate**

 

The Company possesses an administrative structure andproven methods for management of its customer accounts and wishes to retainmanagement of the recovery on its Purchasers.

 

The Factor accepts as a result to entrust it with arecovery mandate within the conditions defined below and subject to respect bythe Company of its own procedures as regards recovery of which are integralparts of this contract.

 

**18-1 Common interest and character**

 

The mandate in this contract is stipulated in thecommon interest of both parties.

 

In this respect, the Company will receive no payment,this mandate not being free for all that, taking into account the essential commercialinterest that the Company attaches to recovery on its Purchasers.

 

**18-2 Recovery mandate**

 

The Company is mandated by the Factor to undertakerecovery of the transferred debts. For each debt, the mandate ends 100 calendardays after its due date except for application of article 18-6 below.

 

**18-3 Diligences and General obligations of the proxy**

 

The Company is bound to bring the recovery of thetransferred debts, as with conservation of the rights pertaining to them, allthe diligence normally required for management of its own debts and generally,to execute the mandate in a prudent, diligent and informed manner. Furthermore,the Company is bound to respect its recovery procedures appended here.

 

**18-4 Report of execution of the mandate**

 

The Company is bound to:

 

·                  notify the Factor without delay, by any means in writing or any other mediaapproved by the parties, the occurrence of any event of a nature to compromisepayment on the correct date of the transferred debts of an amount greater than45,000.00 (request for prorogation, payment default on the due date, disputes,recovery or legal liquidation, etc),

·                  to inform, among other events, the Factor of any change affecting thegeneral and special conditions governing its contractual relationships with allof its clientele.

 

**18-5 Checks by the Factor**

 

The Factor will have the right to undertake – or tohave another company carry out – at any time a check of to ensure that theCompany is complying permanently with the obligations it is liable for in applicationof this contract.

 

The Company is bound to bring all of its assistance tothe Factor for implementation of these checks as well as any circularizationprocedures to its Purchasers. To maintain confidentiality of the operationsduring validity of the mandate, these circulars will be sent on Company-headedpaper.

 

Taking into accounts the specific details of thiscontract, the Factor will be able, at any time, to appoint, at the cost of theCompany, its auditors to check the regularity of the billings and the realitiesand the consistency of the debts transferred by the Company.

 

**18-6 Revocations of the recovery mandate**

 

**18-6-1 Revocation**

 

Revocation of the recovery mandate may take place inthe following cases:

 

a) Revocation of the mandate following terminationof the factoring contract:

 

The coming into effect of termination of the factoringcontract may result in, for the Factor, revocation without notice of therecovery mandate.

 

b) Revocation for a specific reason:

 

Revocation of the recovery mandate, notified as statedin Article 14-1 of the general conditions, may occur in one of thefollowing cases:

 

2

----

 

b-1) Revocation with notice for a specific reason:

 

b-1.1) Deterioration of the Company’s financialsituation or any other event of a type to compromise correct execution of themandate, in that they do not permit continuation of the contract.

 

b-1.2) Observation in one of the Company’s books anddocuments of one of the following events:

 

·      percentageof invoices failed for over 30 days for 3 consecutive months greater than 15%of the turnover factored each month,

 

·      existenceof acknowledged or potential non-values (for example in particular credit notesnot being the subject or rebilling, disputes) greater than 10% of the turnovertransferred over 3 consecutive months, and this without prejudice ofapplication of article 20,

 

b-2)Revocation without notice of the mandates:

 

·      on ageneral scale any significant or reiterated breach of the Company in itsobligations and for which the Factor does not intend to override the clauses ofarticle 12-2 of the General Conditions.

 

·      morespecifically, the non-respect by the Company of its recovery procedures.

 

**18-6-2: Revocation notifications:**

 

The Factor:

 

·                  undertakes recovery of all of the transferred debts even subsequent to thedate or revocation of the mandate,

 

·                  notifies without delay the Purchasers of the transfer of debts by means ofsubrogation by causing interdiction of paying the Company,

 

·                  sends the originals of the invoices to the Purchasers,

 

·                  increase the factoring commission rate by 0.20 points,

 

·                  increases the funds guarantee withdrawal rate by 5 points,

 

·                  withdraws 10.00 Euros exclusive of tax in set fees per invoice.

 

**The Company:**

 

·      isbound to put the following note in its invoices, “To be released, your paymentmust be made directly for the order of FACTOCIC TOUR FACTO – 18 rue Hoche –Cedex 88 - 92988 LA DEFENSE CEDEX - TEL: 01 46 35 74 00 RIB 11978 0000102428310090 78 – who receives it by subrogation within the scope of a factoringcontract and should be informed of any claim relating to this debt”.

 

**Article 19 Putting the Factor’s guarantee into play**

 

In case of insolvency observed by a Purchaser in thesense of Article 2 of the General Conditions, the Company will send to theFactor, within a maximum delay of 30 days from the end of its mandate, thefollowing documents:

 

·                  detailed statements of the account of the Purchaser concerned,

 

·                  invoices, purchase orders, delivery notes and all documents singed by thePurchaser attesting to the payability of the debt,

 

·                  reminder letter, correspondences exchanged with the Purchaser and any otherdocument concerning the unpaid debts and their recovery in application of theprocedures appended to this contract,

 

·                  demanding accordance with the approved model by the parties, informing thePurchaser that if payment is not made, legal recovery of the debt will beundertaken,

 

·                  instrument of payment of the Purchaser returned unpaid.

 

If the Factor does not receive within the time-limitprescribed above, the entire dossier containing the documents mentioned above,the debts and guarantee will be definitely acknowledged as being paid, thefactoring account being credited accordingly by debit of the current account.

 

*Advance  ***Article 20 – Guarantee funds**

 

*rate**                         *It is set at 10% minimum of the outstanding inclusive of tax of thetransferred debts, and will be donebydebit of 10.00% on the subrogatory payments. Its minimum threshold is set at31,000.00 Euros.

 

In case of investment by the Company under collectiveprocedure or termination of the contract, theGuaranteefunds will be increased by 10 points.

 

**Article 21: Factoringcommission**

 

The rate is set at 0.430% exclusive of tax of theamount inclusive of tax of the transferred debts and thecredit notes issued.

 

3

----

 

**Commission scale**

 

The commission rate was set in accordance with thecriteria of the following table:

 
| **FMT in Euros with Turnover in KEuros inclusive of   tax** | ** ** | **1700 to  2100** | ** ** | **2100 to 2800** | ** ** | **Greater than  2800** | ** ** |
|----------------------------------------------------------------------------------------------------------|------------|------------------------|------------|----------------------------|------------|-----------------------------|------------|
| **2500 to 3000**                                                                                         |       | 0.559                  | %          | 0.516                      | %          | 0.495                       | %          |
| **3000 to 4000**                                                                                         |       | 0.473                  | %          | 0.430                      | %          | 0.409                       | %          |
| **Greater than 4000**                                                                                    |       | 0.439                  | %          | 0.396                      | %          | 0.374                       | %          |

 

This rate will be adjusted on 1st January and on 1st July of each year, inaccordance with the factored turnover, and the average unit value of theinvoices transferred during the twelve months preceding the adjustment. Thisadjustment will have a retroactive effective on the previous six months. Thefirst revision will take place on 01/07/11. When the reference period is lessthan the calendar year, the corresponding turnover is divided by the number ofdays left to run and multiplied by 365.

 

The minimum annual amount of the commission will be10,000.00 Euros exclusive of tax.

 

**Article 22: Financing by the Factor**

 

By direct debit on the available amount in the currentaccount, the Factor will issue payments payable to the Company.

 

**Article 23: Special funding commission**

 

Interest rate

 

The special funding commission rate is equal to themonthly average set up the previous month by l’EURIBOR 3 months increased by14.0 points or, to date, 2.30 per year exclusive of tax.

 

**Article 24: Miscellaneous commissions**

 

Administrative fees: 300 EUROS EXCLUSIVE OF TAX

 

**Article 25: Guarantee requests**

 

It receives a contract start-up credit of 864 Euroswith a validity of 3 months and an annual set price of 216 Euros which will betacitly except for denunciation one month after the contract anniversary date.

 

Beyond these amounts, the uses will be invoiced asfollows:

 

In case of agreement, total or partial, on the requestamount

 
| ·  Request comprised between 0 and 15,000 EUR  |   | = 17.00 Euros exclusive of tax |
|-----------------------------------------------------|--------|--------------------------------|
| ·  Request comprised between 15 and 50,000 EUR |   | = 27.00 Euros exclusive of tax |
| · Request  equal or superior to 50,000 EUR     |   | = 53.00 Euros exclusive of tax |

 

In case of refusal

 
| ·  Whatever the amount of the guarantee request |   | = 17.00 Euros exclusive of tax |
|------------------------------------------------------|--------|--------------------------------|

 

**Article 25: Specific pricing– Collection or transfer fees**

 

Article 10-6 of the GeneralConditions, from now on entitled “Specific pricing – Collection or transferfees” is completed by a §1 written as follows:

 

Any service from the Factor, other than thosedescribed in Article 1-1 of the General Conditions and/or priced in theSpecial conditions and the amendments, will be the subject of specific pricing,detailed in the company price guide or failing that in a quote subject to theapproval of the Company.

 

**Article 27 – Definancing**

 

The debts unpaid over 30 days after their due dates willbe withdrawn from the escrow account by debit from the current account. Theywill be the subject of a recovery and therefore be credited to the currentaccount after effective collection of the corresponding debts.

 

4

----

 

**Article 28 – Banks notification**

 

The Factor will inform the Company’s bankers of thefactoring contract and of its field of application. The Company is bound, forthe duration of this contact, to keep the Factor informed of any new entry in relationwith the banking or financing establishment, the Factor reserves all right toverification by any appropriate means, within the scope of a short-termcontact.

 

**Article 29 – Telematic Services**

 

The methods of information of the FACTOCICNET customersite are described in the Customer guide. They operate within the scope ofarticle 13 of the general conditions and of the software license contract.These services provide detailed information online about the Company’s accountsand about its Purchasers’ accounts. By using the FACTOCICNET customer site, theCompany may download all of this information to its microcomputer and send itsinvoices to the Factor by file transmission.

 

Billing of these services is included in the monthlyset price stated in the e-Pack purchase order.

 

Any additional information request, especially forpaper editions, will be the subject of specific pricing mentioned in thecompany price guide in a quote subject to the approval of the Company; thispayment will be debited from the current account.

 

**Article 30: Annual Percentage Rate (APR)**

 

**30-1: Notification of the General Conditions**

 

Article 10-3 of the general conditions (“Financingcommission”) is completed by the following paragraph:

 

For application of the clauses in article R 313-1 ofthe Monetary and Financial Code, each of the parties considers that, takinginto account the specific details of this contract (especially the variabilityof the rate and the effective base of applicable special financing commission),the annual percentage rate (APR) may not be calculated on the date of signingof the contract but a calculation indicative of the aforementioned rate isgiven in the special conditions.

 

**30-2: Calculation indicative of the APR**

 

In application of the clauses of article R 313-1 ofthe Monetary and Financial Code, the applicable annual percentage rate to thefactoring advances is set on the date of this document at 2.60% per year.

 

This rate is calculated for information only on thebasis of a calendar year, or 365 days (366 in leap years), by placing it,during the life of the contract, in consideration of the terms and conditionsapplicable to its normal functioning, and therefore within the following cases:

 

·                  financing on transferred debts of: 43800000 EUR (INCLUSIVE OF TAX)

·                  an average payment time-limit for Purchasers of: 45 calendar days

·                  a special financing commission rate (see article 23) of 2.30% per year

·                  a Guarantee Fund withdrawal rate (see article 20) of: 10.00%

 

**Article 31: Documents and information to send to the Factor**

 

The intermediate half-yearly accounting scenarios thatthe Company is liable to establish, copy of the reminder procedure as well asthe customers/suppliers quarterly balance.

 

**Article 32: Coming into effect of the contract**

 

Coming into effect of the contract is subordinated onreception of the following items:

 

·                  sending by the Company from initial handing over of the debts for the oldbalance;

·                  recovery procedures of the Company set out by its legal representative aswell as implementation of IT Relations – RIV, complying with the specificationsof the IT Terms and Conditions.

 

**Article 33 – Signatories**

 

The signatories of this contract are the legalrepresentatives of the Company and of the Factor or their duly authorizedrepresentatives. They act as proxy in respect for the party they represent ofthe contractual obligations incumbent on the latter.

 

Completed in two copies in Paris La Défense, on

 

20 September 2010

 

5

----

 
| THE COMPANY                            | THE FACTOR                              |
|----------------------------------------|-----------------------------------------|
| Represented by Mr. Pierre EYBRALY | Represented by Mr. Bernard SANCIER |
| General Manager                        | General Manager                         |

 

Authorized stamps and signatures

 

[stamp]
| CXR  ANDERSONJACOBSON                          | Rue de l’omette28410 ABONDANT |   |
|------------------------------------------------|------------------------------------|--------|
| Tel.  02 37 62 88 00 – Fax 02 37 62 88 01 |                               |
| R.C.S.  Dreux – SIREN 785 754 706         |                               |

 

----

 

AMENDMENT NO. 2 TO FACTORING AGREEMENT NO.024283

 
| Entered into between: **CXR  ANDERSON JACOBSON**                            |                                     |
|-----------------------------------------------------------------------------|------------------------------------------|
| S.A.S. [Simplified Joint Stock Company] with  capital of €1,350,000.00 |                                     |
| Registered office: Rue de l’omette – 28410  ABONDANT              |                                     |
| R.C.S. [Trade and Company Register]  785.754.706.001.39                     | hereinafter  referred to as the Company; |
|                                                                        |                                     |
| and **FACTOCIC**                                                            |                                     |
| FACTOCIC, Public Limited Company with capital of  7,680,000 euros,          |                                     |
| Financial Company chartered by the Committee of  Credit Institutions        |                                     |
| Registered office: Tour Facto 92988 PARIS LA  DEFENSE CEDEX                 |                                     |
| R.C.S. Nanterre B 380.307.413                                               | hereinafter  referred to as the Factor;  |

 

**New articles for special terms of the factoring agreement****:**

 

Preliminarily, it is stated that the Company and theFactor have agreed, as professionals, to expressly to dispense with items 1 to5 of Article 1369-4 of the Civil Code, as well as the provisions of Article 1369-5of that Code with respect to the conclusion of the factoring agreement, as wellas the its amendments and annexes.

 

**Article No. 34 – e-médi@t – option 3**

 

**1 – Purpose of the Service**

 

The e-médi@t service, hereinafter referred to as “theService,” enables the company to undertake online:

 

· thetransfer of receivables in the form of computerized subrogation releases and

· theissuance of computerized payment orders

 

with complete security thanks to the use of anelectronic signature by means of an electronic certificate delivered by anapproved certification authority (see Decree No. 2001-272 of MARCH 30,2001).

 

**2 – Availability and Suspension of the Service**

 

a)              As the Service is secured through the use of electronic signatures, itsavailability is subject to:

 

· thesigning of a contract for subscribing to a level 3+ electronic certificationservice with one of the providers referred by the Factor,

· thelegalization of a power-of-attorney for each holder of an electroniccertificate, in addition to the legal representative of the Company.

 

The transactions consummated electronically betweenthe Company and the Factor within the scope of the e-médi@t Service shall be validlyconcluded upon verification by us of the validity of your electronically signedorder.

 

The Factor cannot guarantee the availability of theService, which may be subject to interruptions particularly due to an interruptionof the Internet network or a temporary failure of the computer equipment.

 

b)             The Factor may be compelled to suspend all or part of the Service in theevent of:

 

·impairment of the operation of the factoring agreement,

·deterioration of the financial situation of the Company,

·distraint(s) or an equivalent proceeding(s) against the Company,

·cancellation of this agreement during the prior notification period.

 

**3 – Electronic Certificate – Power-of-Attorney**

 

The electronic certificates and powers-of-attorneymust be consistent with one another to enable in all circumstances(interruption or suspension of the network or of the Service, etc.) thecontinuity of the operation of the factoring agreement, with, if applicable, atthe the Company’s initiative, upon simple notification that will be sent to it,continuation of the performance of the factoring agreement in paper form.

 

----

 

The Company thus undertakes to notify the Factorwithin twelve working hours of any new power-of-attorney and/or any revocationof prior powers-of-attorney made by the provider of the electroniccertification. Consequently, the Factor will not be held liable in the eventthat the Company should breach the above-mentioned provisions.

 

024283

**4 – Details of the Option**

 

Following the processing of two computerizedsubrogation releases, the Company will be dispensed from sending the invoicesand supporting documents pursuant to Article No. 17. “The public andprivate contracts, the purchase orders, the accepted quotations, the orderconfirmations, the signed delivery orders, and the pick-up orders signed by thetransporter must be available within the Company” of the Special Terms.

 

Nevertheless, the Factor may, on the basis of a randominspection system, require the transmission of certain invoices and supportingdocuments at any time.

 

If these items are not received within the time limitallowed, the Factor reserves the right to then transfer said receivables to theescrow account by debiting the current account (definancing) and/or to requiretransmission of the invoices and supporting documents in support of eachremittance.

 

The billing of this service is included in the monthlyflat rate indicated in the purchase order attached in annex for a maximum of 15transactions (transaction shall be understood to mean any transmission, thesignature of which has been validated by the approved provider and therecording of which has been confirmed by the Factor). The Factor may makepayment, free-of-charge, by order and on behalf of the Company, of all sums dueby the Company to the approved certifying beneficiary****bycharge to the current account of the Company, up to the date that thecancellation of the factoring agreement takes place or that the electroniccertification, if applicable.

 

If the needs of the Company should exceed the 15transactions included in the flat rate, each additional operation may be billedat EUR 1.90 excluding tax.

 

**Article 35: Collection of information of a personal nature**

 

With respect to the provisions of Law No. 78-17of January 6, 1978, amended by the Law of August 6, 2004, relative tocomputerized processing, to files and to freedoms, the Factor utilizes anautomated processing of personal information of the managers and of some of theiragents, specifically the representatives or the attorneys-in-fact signing thesubrogation releases and related documents.

 

Information of a personal nature is processed andretained for a purpose strictly necessary for the services rendered within thecontext hereof. The Factor may, however, need to transmit it to other companiesof the group to which it belongs, within the scope of applicable laws orregulations. With respect thereto, the Company shall be accountable forallowing its managers and agents to transmit the information mentioned in thepreceding article.

 

The concerned persons may request communication oftheir personal information and request that any inaccurate informationconcerning them be corrected or removed by contacting the sales department ofthe Factor at the address mentioned in the heading of this agreement.

 

The Company undertakes to inform its concernedmanagers and agents of the existence, the methods and the purpose of theautomated processing by the Factor undertaken within the context hereof.

 

The other general and special terms of the agreementremain unchanged.

 

This amendment will take effect from the day of itssigning.

 

Executed in two counterparts in Paris, on

 

ANNEX – Purchase order

 

THE COMPANY                                                               THEFACTOR

*On September 2, 2010*

 

Authorized Seals and Signatures

[stamp]
| CXRANDERSONJACOBSON                            | Rue de l’omette28410 ABONDANT |   |
|------------------------------------------------|------------------------------------|--------|
| Tel.  02 37 62 88 00 – Fax 02 37 62 88 01 |                               |
| R.C.S.  Dreux – SIREN 785 754 706         |                               |

 

----

 

CONVEYANCE OF PROFESSIONAL RECEIVABLES

Article L.313-23 to L.313-34 of TheMonetary and Financial Code

 
| **Beneficiary  Institution** | **Assignor**           |
|------------------------------|------------------------|
|                         |                   |
| CICCIO                       | CXR  ANDERSON JACOBSON |
| 9,  Place Marceau            | Rue  de l’omette  |
| B.P.  9                      | 28410  ABONDANT        |
| 28001  CHARTRES CEDEX        |                   |

 

This schedule, subject to the provisions of ArticlesL.313-23 to L.313-34 of The Monetary and Financial Code, on the one hand, andto the signed special covenants, on the other hand, concerns the followingreceivables enumerated here. It is deemed to be endorsable.

 
| **Designation  and address of the debtor**                                                       | **Designation  of the account receivable**                                                                                                                                        |
|--------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                             |                                                                                                                                                                              |
| FACTOCIC                                                                                         | All  amounts payable in connection with the credit balance of the current account  of the factoring agreement No. 024283 CXR ANDERSON JACOBSON upon the closing  of the accounts. |
| Public  Limited Company with capital of € 7,680,000, the registered office of which  is at: |
| Tour  Kupka – 18, Rue Hoche - 92988 PARIS LA DEFENSE                                        |
| ** **                                                                                       | ** **                                                                                                                                                                        |
| **Date  of the assignment**                                                                      | **Signature  and seal of the assignor**                                                                                                                                           |
| * *                                                                                         | [stamp]                                                                                                                                                                           |
| *On  September 2, 2010*                                                                          | CXR                                                                                                                                                                               |   |
|                                                                                             | ANDERSON                                                                                                                                                                          | Rue  de l’omette |
|                                                                                             | JACOBSON                                                                                                                                                                          | 28410  ABONDANT |
|                                                                                             | Tel. 02 37 62 88 00 – Fax 02 37 62 88 01                                                                                                                                     |
|                                                                                             | R.C.S. Dreux – SIREN 785 754 706                                                                                                                                             |

 
| CES/024283 | GN09 |
|------------|------|

 

----

 

PURCHASE ORDER corporate e-services 

 

**Corporate e-services**

 
| ·  e-defact | o €  15 Excl. Tax |
|------------------|------------------------|

 

Computerized and secure transmission of your invoices,supporting documents and subrogation releases.

 

The qualification of your customers item is availablethrough **Siretage**

 
| ·  e-médiat | x  € 22 Excl. Tax |
|-----------------------|-----------------------------|

 

Access to the e-médiat service for the computerizedmanagement of your financing requests in real time and in a secure environment.Up to 15 monthly transactions; refer to the attached pricing for all additionaltransactions.

 
| ·  Computerized promissory notes | o €  8 Excl. Tax |
|---------------------------------------|-----------------------|

 

Financing of your CIC account within 24 hours.

 

Automatic e-mail to your CIC bank notifying theissuance of a promissory note and/or bank transfer is available.

 
| ·  Factocic Net | x € 40 Excl. Tax |
|---------------------------|-----------------------|

 

Requests for guarantees, access via the Internet,account and statistical queries, secure sharing of information within thecompany, downloading and remote transmission.

 

**Tax exclusive total of the chosenservices: *62* Excluding tax**

 

**1)  General remarks**: In order to enable the company to have access to all the management informationwithin the context of the agreement, the factor has established datacommunication (Internet and specific software) services, the content and theoperating methods of which are described in the customer guide. Access to theseservices requires the use of a microcomputer. The company assumes all therelative costs, including those for telecommunications. The services can onlybe accessed through confidential codes and an identification code and apassword, which are notified to the company upon the signing hereof.

 

**2)  Industrial property rights** – **Granting of a license** – All theindustrial property rights and copyrights relative to the data communicationservices, their presentation, content, (software, visual and sound functions,articles and in general all the information appearing therein) are worksprotected by the Industrial Property Code and International Conventions onCopyrights, which belong exclusively to the factor, in the old, current orfuture versions.

 

Any reproduction or dissemination, in whole or inpart, by any means whatever, is expressly prohibited without the written andprior consent of the Factor:

 

The Factor grants to the company the non-exclusiveright to use its specific software mentioned in 1 above, for its own use aloneand for the sole purpose of performing, within the context of the performanceof the agreement, the operations described in the customer guide.

 

The company is obligated to respect the terms of thelicense agreement that is delivered to it with the software. It undertakes toreturn it to the Factor at the end of the agreement and to destroy all thecopes that it has made of it.

 

**3)  Liability of the Factor** – The Factor cannot be held liable for the improper operation of thetelephone lines, the equipment necessary for the use of the data communicationservices, for the use that is made of them, or for the results obtained.Furthermore, it shall have the right to interrupt or to modify the operation ofthe services, at any time, specifically for the purpose of maintaining theirquality, reliability, security or performances. In no case can it be heldliable the consequences, particularly loss of data, loss of operation or anyother financial loss that would result from one of the preceding events.

 

**4)  Confidentiality – Liability** – The Factor has taken all measures for the purpose of protecting theconfidentiality of the access to the information. The company undertakes tokeep the access codes secret. It alone is responsible for the codes and theconservation of them, for their confidentiality and their use. The Factorcannot be held liable in case of fraudulent or improper use due to a voluntaryor involuntary disclosure of any of the confidential codes attributable to thecompany. The latter further guarantees that it will at all times observe 

 

----

 

all the laws and regulations applicable to the use ofthe data communication services. It shall answer for the respect for theprovisions of this article by its staff.

 

**5) Pricing** – The Company e-servicesare billed at the beginning of the month at the above-indicated monthly rates.They are subject to review at the beginning of each civil year.

 

Failure to use the e-defact and e-médiat services orto transmit your subrogation releases by computer file shall entail a billingof € 10 excluding tax per release.

 

Factocic

Factor of Development

Tour Facto - 92988 PARIS LA DEFENSE Cedex

 

Corporate e-services SUBSCRIPTION

www.factocic.fr

 
| Company:      |   CXR ANDERSON JACOBSON           | Seller  code: 024283       |                         |
|---------------|----------------------------------------|----------------------------|------------------------------|
| Address:      | Rue  de l’omette                  | Name:                      | Mr.  Pierre EYBRALY          |
| Postal  Code: | 28410    City: ABONDANT | Function  of the signatory | *Assistant  General Manager* |
| Date:         | *September  2, 2010*                   |                       |                         |
|          |                                   | Seal and signature         |
|          |                                   | *September 2, 2010*        |
|          |                                   | [signature]                |

 

----

 

**POWER OF ATTORNEY**

**APPENDIX TO THE FACTORING CONTRACT NR. 024283  on this date**08/20/2010

 

I, the undersigned, Mr. Pierre EYBRALY

 
| Born on                                                            | *04/21/1954*  [handwritten] |                                      |
|--------------------------------------------------------------------|-----------------------------|-------------------------------------------|
|                                                               |                        |                                      |
| Living at the address:                                             | *66 Route Lignerolles*      | *27810 MARCILLY / EURE* [handwritten]     |
|                                                               |                        |                                      |
| Acting as the General  Director                                    | *Adjunct*  [handwritten]    |                                      |
|                                                               |                        |                                      |
| of the CXR ANDERSON  JACOBSON Company                              |                        | with a capital of 1,350,000.00 € EUR |
|                                                               |                        |                                      |
| Simplified Limited  Liability Company                              |                        |                                      |
|                                                               |                        |                                      |
| With headquarters at: Rue  de l’ornette – 28410 ABONDANT |                        |
|                                                                    |                             |                                           |  |  |

 
|   |   | hereafter referred to as “the company” |
|--------|--------|--------------------------------------------------|

 

·                  consideringthe reference factoring contract entered into between the company and FACTOCIC,public limited company with headquarters at TOUR FACTO, 92988 PARIS LA DEFENSE,hereafter referred to as “the Factor”.

 

·                  delegatesthrough this present the following authorities to

M*rs. MagaliInizan*[handwritten]

 

living at

*50 rue Albert Sarraut 78000VERSAILLES*[handwritten]

 

1 – Surrogate in my name and stead the Factor in therights related to the credits of the company, sign all subrogation releases andall transfer and credit transfer deeds.

2 – Use all existing or potential accounts in the nameof the company for the Factor, make all payments or withdrawals, emit and signall debit orders.

3 – Accept, subscribe, endorse and pay all commercialpapers, extend all deadlines, certify all invoices.

4 – More generally, do whatever may be deemednecessary for the complete execution of the factoring contract referred toabove.

 

·                  Ideclare the Factor discharged of any and all responsibility with regard to theconsequences that may result from the present mandate, that will remain validuntil express revocation by certified mail to the Factor.

 

Made in Paris La Défense, on*08/20/2010*[handwritten]

 

·                  constituent’ssignature preceded by the handwritten words “good for authority”

 

·                  constituent’ssignature preceded by the handwritten words “good for acceptance”

 

·                  companyseal

 
| *Good for authority*[handwritten]              |                  | *Good for acceptance*[handwritten] |
|------------------------------------------------|-----------------------|------------------------------------|
| [stamp]                                        | * *              | * *                           |
| CXR                                            |                  |                               |  |
| ANDERSON                                       | Rue  de l’omette |                               |
| JACOBSON                                       | 28410  ABONDANT       |                               |
| Tel. 02 37 62 88 00 – Fax  02 37 62 88 01 |                  |
| R.C.S. Dreux – SIREN 785  754 706         |                  |
| PR                                             |                  | GN06                               |

 

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