<PAGE>
EXHIBIT 10.14

                       CORPORATE CERTIFICATE OFC OMITTED]
                            GULFGATE EQUIPMENT, INC.


As a continuing inducement to BLX Funding LLC ("BLX") to purchase accounts
receivable in factoring transactions from the corporation named above (the
"Company"), the undersigned officers of the Company represent, warrant and
covenant to BLX as follows:

1. The exact name of the Company is:
   GOLFGATE EQUIPMENT, INC.
   -------------------------------------------------------

2. The Company was incorporated on MAY 21, 1998 under the laws of the State of
Texas; is in good standing under the laws thereof; and will continue to be so
upon each sale of an account receivable to BLX.

3. The principal place of business of the Company and location of its books
pertaining to accounts, contract rights, inventory and other business records
is:
7125 LONG DR.
--------------------------------------------------------------------------------
Street Address

HOUSTON, HARRIS COUNTY, TEXAS  77087
--------------------------------------------------------------------------------
City, County, State and Zip Code

The other office(s) of the Company are at the following addresses (attach
additional sheets if necessary):

          N/A                                 N/A
------------------------                ------------------------
Street Address                          Street Address

------------------------                ------------------------
City, County, State and Zip Code        City, County,State and Zip Code

4. The stockholders and directors of the Company have duly authorized and
adopted all corporate proceedings necessary to enable the Company to sell
accounts receivable to BLX in factoring transactions including, without
limitation, the execution, delivery and performance by any officer or employee
of the Company, acting singly, of a Purchase and Sale Agreement for each such
invoice factored.

BLX may rely on the execution of a Purchase and Sale Agreement by any employee
of the Company as conclusive evidence of the binding determination of the
Company to enter into the transactions set forth therein.

5. The officers of the Company and their respective titles and signatures are
(attach additional sheets if necessary):

President:                  James A. Latty           /s/ James A. Latty
                    ----------------------------  ------------------------------
                    Printed                       Signed

Vice President:
                    ----------------------------  ------------------------------
                    Printed                       Signed



                                                                             /s/
                                       1
<PAGE>

Secretary:                 James A. Latty           /s/ James A. Latty
                    ----------------------------  ------------------------------
                    Printed                       Signed

CFO:                Richard W. York               /s/ R.W. York
                    ----------------------------  ------------------------------
                    Printed                       Signed


Except as indicated below, each of these officers, acting singly or in concert
with one or more other such officers, has the full power to execute documents
for and on behalf of the Company in all transactions with BLX.

6. The Company will deliver written notice to BLX of any change with respect to
any of the foregoing matters within 10 days following the occurrence of any such
change. BLX shall, however, be entitled to rely in all respects on the foregoing
certifications unless or until any such notice is received.

IN WITNESS WHEREOF, the undersigned has duly executed this Corporate Certificate
as of the 22nd day of November, 2006.


/s/ James A. Latty
--------------------------------
Signature of Corporate Secretary

The undersigned hereby certifies to BLX that the above signatory is the duly
elected and qualified Secretary of the Company.

/s/ James A. Latty
--------------------------------
Signature of President

                                                                             /s/
                                       2
<PAGE>

                                 ACKNOWLEDGMENT

STATE OF CA          :
                     : SS:
COUNTY OF L.A.       :


On this  22nd day of November, 2006, before me personally came Richard W. York,
to me known, who being duly sworn, did depose and say that he resides at 5254
Corte Bocina, #42, Camarillo, California 93012, and that he is the Chief
Financial Officer of Gulfgate Equipment, Inc., a Texas corporation, the
corporation described in and which executed the foregoing instrument, and
acknowledged that he executed the same by authority of the board of directors of
said corporation for the uses and purposes in said corporation set forth.

/S/ Hayedeh Eftekhari
---------------------------
Notary Public
                                                  [NOTARY SEAL]



                                                                             /s/

                                       3
<PAGE>

                              PERFORMANCE GUARANTY


This Performance Guaranty made as of the 22 day of November, 2006 by and between
BLX Funding LLC, a Delaware Limited Liability Company, having an office at 1633
Broadway, 39th Floor, New York, NY 10019 ("BLX") and MEMS USA, INC., a Nevada
corporation f/k/a Lumalite Holdings, Inc. ("Guarantor").

WHEREAS:

A. Bott Equipment Company, Inc. and Gulfgate Equipment, Inc. (collectively
the "Company") and BLX have or are about to enter into a Factoring Agreement, of
even date herewith (the "Factoring Agreement") and, from time to time after the
date hereof, intend to enter into Purchase and Sale Agreements (collectively,
the "Account Agreements"), pursuant to which BLX will purchase certain accounts
receivable billed to customers of the Company ("Accounts Receivable") on the
basis of, and in reliance upon, the representations, warranties and covenants of
the Company contained in the Account Agreements (collectively, the
"Representations").

B. Guarantor is the parent corporation of the Company and owns 100% of the
issued and outstanding shares of the Company.

C. It is a condition precedent to the obligation of BLX to enter into the
Factoring Agreement and the Account Agreements and to purchase Accounts
Receivable pursuant thereto that Guarantor shall have entered into this
Performance Guaranty for the purpose of guaranteeing performance by the Company
of the Representations.

NOW, THEREFORE, in order to induce BLX to enter into the Factoring Agreement and
the Account Agreements and to purchase Accounts Receivable pursuant thereto, and
for ten dollars (510.00) and other good and valuable consideration, the receipt
and sufficiency of which bring hereby acknowledged, Guarantor hereby agrees as
follows:

1. GUARANTEED OBLIGATIONS. Guarantor hereby irrevocably and unconditionally
guarantees (a) the due and punctual performance by the Company of the
Representations, (b) the payment (and not merely the collectibility) of any
loss, liability or expense incurred by BLX in the event any one or more of the
Representations is untrue in any respect or fail to be performed, and (c) the
payment (and not merely the collectibility) of any other obligation owed by the
Company to BLX of any nature that arises hereafter: (i) under the Factoring
Agreement or any Account Agreement; (ii) pursuant to any modification or
amendment thereof; or (iii) pursuant to any new, amended, modified or
superceding Factoring Agreement executed hereafter by BLX and the Company (the
"Guaranteed Obligations"). This Performance Guaranty is a continuing guaranty of
the Guaranteed Obligations for the duration of the term of any such Factoring
Agreement and Account Agreements and shall be fully enforceable until each of
the Guaranteed Obligations has been fully and completely satisfied. If the
Company, or any of its successors and assigns, shall fail to perform all or any
of the Representations and/or fail to duly and punctually pay the amounts set
forth in subdivisions (a), (b), and (c) above, or any of them, Guarantor shall
forthwith pay the same on demand.

2. DEMAND BY BLX. The liabilities and obligations of Guarantor hereunder in
respect of the Guaranteed Obligations shall become due and payable by Guarantor
to BLX immediately after demand hereunder is made upon Guarantor by BLX in
writing. Any such demand may be delivered concurrently with any notice of
default. BLX shall be entitled to exercise its rights hereunder one or more
times and no failure to exercise any such rights shall constitute a waiver
thereof or of the right thereafter to seek payment hereunder on account thereof
or otherwise.

3. PRIMARY OBLIGATION. The liability of Guarantor hereunder shall be primary,
direct and immediate, and not conditional or contingent upon pursuit by BLX of
any remedies it may have against the Company or any other party with respect to
the Guaranteed Obligations. Any one or more successive and/or concurrent

                                                                             /s/

                                       4
<PAGE>

actions may be brought against Guarantor either in the same action or
proceeding, if any, brought against the Company, or in separate actions, as BLX
in its sole discretion may deem advisable.

4. SUBROGATION. Guarantor shall become subrogated TO the rights of BLX against
the Company for any amounts actually paid by Guarantor to BLX hereunder only
upon the payment or discharge in full of all of the Guaranteed Obligations. SUCH
rights of subrogation shall be shared with other guarantors, if any, pari passu
and in proportion to the payments any such guarantors have made to BLX under any
like performance guaranty. BLX shall be entitled to exercise any and all
remedies to which it may be entitled against any collateral pledged by the
Company as if no such rights of subrogation exist.

5. WAIVER OF DEMANDS, NOTICES, DILIGENCE. Guarantor hereby consents, to the
extent permitted by applicable law, to all the terms and conditions of the
Guaranteed Obligations and waives (a) demand for payment of the Guaranteed
Obligations or of any claim therefore; (b) notice of the occurrence of a default
or of an event of default of any of the Guaranteed Obligations; (c) protest of
the nonpayment of any of the Guaranteed Obligations; (d) notice of presentment,
demand and protest; (e) notice of acceptance of any guaranty herein provided for
or of the terms and provisions thereof or hereof by BLX; (f) notice of any
indulgences or extensions granted to the Company or to any other person or
entity which shall have succeeded to or assumed the obligations of the Company;
(g) any requirement of diligence or promptness on BLX's part in the enforcement
of any of its rights hereunder; (h) any enforcement of any of the Guaranteed
Obligations; (i) any right which Guarantor might have to require BLX to proceed
against any other guarantor of the Guaranteed Obligations or to realize on any
collateral security therefore; and (j) any and all notices of every kind and
description which may be required to be given by any statute or rule of law in
any jurisdiction. The waivers hereinabove set forth shall be effective in all
events and shall survive any liquidation, merger or consolidation of the Company
or if the Company otherwise ceases to exist.

6. OBLIGATIONS OF GUARANTOR. The obligations of Guarantor under this Guaranty
shall be unconditional, irrespective of the validity, regularity or
enforceability of any of the Guaranteed Obligations. Such obligations shall not
be affected by any action taken under any Guaranteed Obligations in the exercise
of any right or remedy therein conferred; by any failure or omission on BLX's
part to enforce any right granted there under or hereunder or any remedy
conferred thereby or hereby; by any waiver of any term, covenant, agreement or
condition of any of the Guaranteed Obligations or this Guaranty; by any release
of any security or any other guaranty at any time existing for the benefit of
BLX; by the merger or consolidation of the Company, or by any sale, lease or
transfer by the Company to any person or entity of any or all of its properties;
by any action of BLX granting indulgence or extension to or waiving or
acquiescing in any default by the Company or by an successor to the Company or
by any other person or entity which shall have assumed its obligations; by
reason of any disability or other defense of the Company or of any successor to
the Company; by any modification, or amendment of any agreement between the
Company and BLX, or by the execution of any new, amended, modified or
superseding Factoring Agreement between BLX and the Company or by any
circumstance whatsoever (with or without notice to or knowledge of Guarantor)
which may or might in any manner or to any extent vary or increase the risk of
the Guarantor hereunder, it being the purpose and intent of Guarantor that the
obligations of Guarantor shall be absolute and unconditional under any and all
circumstances and shall not be discharged except by payment or performance as
provided herein, and then only to the extent of such payment or performance.

7. NOTICES. All notices, demands, requests and other communications required or
permitted hereunder shall be deemed to have been sufficiently given or made if
in writing and delivered by hand personally to, or mailed by registered or
certified mail, return receipt requested, or by overnight courier, or telefaxed
with confirmation of receipt requested, to:

        To BLX:                   BLX Funding LLC
                                  1633 Broadway, 39th Floor New
                                  York, NY 10019
                                  Attn: Mark Weinberg
                                  Fax: (646) 723-5089

                                                                             /s/

                                       5
<PAGE>

         To Guarantor:             MEMS USA, INC.
                                   5701 Lindero Canyon Road
                                   Westlake Village, California 91362
                                   Fax: (818) 735-4744

or at such other address as the party to whom such notice or demand is directed
may have designated in writing to the other parties hereto by notice as provided
in this section.

8. SURVIVAL OF GUARANTY. This Performance Guaranty shall inure to the benefit of
and be binding upon Guarantor and BLX and their respective heirs, successors and
assigns, including any subsequent holder or holders of any Guaranteed
Obligations, and the term "BLX" shall include any such holder or holders
whenever the context permits. Guarantor hereby expressly consents and agrees
that this Performance Guaranty shall continue in full force and effect
notwithstanding: (a) the modification, amendment or change in any way, of the
terms and conditions of the relationship between BLX and the Company; (b) any
increase or change in Guarantor's risk resulting from any such modification,
amendment or change in any of the terms and conditions of the relationship
between BLX and the Company and/or (c) the execution of a new or superseding
Factoring Agreement between BLX and the Company.

9. INDEPENDENT OBLIGATION. BLX may proceed against Guarantor under this
Performance Guaranty without first proceeding against the Company, against any
other guarantor or any other person or any security held by BLX and without
pursuing any other remedy.

10. COUNTERPARTS. This Performance Guaranty may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of the
counterparts shall together constitute one and the same instrument.

11. SUCCESSORS, GOVERNING LAW, CONSENT TO JURISDICTION, WAIVER OF SERVICE,
WAIVER OF JURY TRIAL. This Performance Guaranty shall inure to the benefit of
and be binding upon the successors and assigns of the parties hereto. This
Performance Guaranty shall be governed by construed in accordance with the laws
of the State of New York applicable to agreements made and to be performed
exclusively within such state. The parties hereto mutually agree that any legal
action relating to or arising from this Performance Guaranty or relating in any
way to the factoring relationship between BLX and the Seller and Guarantor(s),
shall be maintained only in (a) the Supreme Court of the State of New York,
Borough of Manhattan, or (b) the federal courts in and for the Southern District
of New York (the "Courts of Jurisdiction"), and the parties hereto expressly
consent and agree, and waive any objection, to the jurisdiction of the Courts of
Jurisdiction over any such legal action, and over the parties hereto, and to the
laying of venue in any of the Courts of Jurisdiction. The parties expressly
agree that no legal action may be maintained between or among the parties hereto
other than in the Courts of Jurisdiction, however, nothing in this paragraph
shall be construed to limit the rights of the parties to domesticate, or
otherwise pursue, any judgment obtained in the Courts of Jurisdiction in any
other court, state, territory or nation. Furthermore, the parties hereto
expressly agree to waive all otherwise applicable statutes, rules, or other
requirements relating to the service of legal process, including, but not
limited to, the service of a summons and/or complaint, and hereby agree to
accept service of process in any such legal action pursuant solely to the notice
provisions contained herein. Any such service of legal process made pursuant to
the notice provisions hereof shall be deemed to be good and valid service,
without regard for any contrary or inconsistent statute, rule or provision. The
parties hereto do hereby waive any and all right to a trial by jury in an action
or proceeding arising out of this Performance Guaranty or any of the Factoring
Documents.

IN WITNESS WHEREOF, the Guarantor has executed this Performance Guaranty as of
the day and year first above written.

For:      GUARANTOR
          MEMS USA, INC.

BY:       /S/ R.W. York
          ------------------------------
          Richard W. York, CFO

                                                                             /s/

                                       6
<PAGE>


ACKNOWLEDGMENTED


STATE OF CA                   :
                              :SS:
COUNTY OF LA                  :


On this 22 day of November, 2006, before me personally came Richard W. York, to
me known, who being duly sworn, did depose and say that he resides at 5254 Corte
Bocina, #42, Camarillo, California 93012, and that he is the Chief Financial
Officer of MEMS USA, INC., a Nevada corporation, the corporation described in
and which executed the foregoing instrument, and acknowledged that he executed
the same by authority of the board of directors of said corporation for the uses
and purposes in said corporation set forth.

/S/ Hayedeh Eftekhari
---------------------------
Notary Public
                                                  [NOTARY SEAL]

                                                                             /s/

                                       7
<PAGE>

BLX Funding LLC                                        BLX Transaction # _______
1633 Broadway, 39th Floor
New York, NY 10019
646-723-5000

                                                                   Date:11/22/06


                           PURCHASE AND SALE AGREEMENT

Name and Address of Client ("Seller"): Gulfgate Equipment, Inc., 7125 Long
Drive, Houston, Texas 77087
Aggregate Amount of Invoices (the "Accounts Receivable"):______________________
Advance Amount (the "Advance Amount"): $_______________________________________

Seller and BLX Funding LLC ("BLX") hereby agree to the following terms and
conditions of this Purchase and Sale Agreement:

1. PURCHASE AND SALE OF INVOICES.

(a) Seller hereby sells, assigns, transfers, conveys and delivers to BLX
and BLX hereby purchases and receives from Seller, all of Seller's right, title
and interest in and to the Accounts Receivable. The Accounts Receivable and the
customers of Seller who are obligated to pay such Accounts Receivable (the
"Account Debtors") are set forth on Schedule A attached hereto and made a part
hereof.

(b) BLX shall, within two (2) business days of BLX's receipt of a fully executed
original of this Purchase and Sale Agreement, together with all documentation
required hereby, notify Seller of the approved Accounts Receivable and the
Advance Amount and shall deliver such Advance Amount within one (1) business day
thereafter. Such documentation shall include, but not be limited to, an original
and at least one (1) copy of each invoice, proof of delivery and an envelope
addressed to the Account Debtor for each invoice. BLX will, upon collection of
the Accounts Receivable from the Account Debtors, pay to Seller the Net Balance.
The term "Net Balance" means the Aggregate Amount of Invoices so collected less
(a) the Advance Amount and (b) the fee (including reimbursable out-of-pocket
expenses) earned by BLX pursuant to the Fee and Reimbursements Schedule attached
hereto and made a part hereof.

2. SELLER'S REPRESENTATIONS. Seller represents, warrants and covenants to BLX
that:

(a) Seller is the sole owner of the Accounts Receivable and none of the Accounts
Receivable have previously been assigned or encumbered in any manner; Seller has
the full power and authority to sell each of the Accounts Receivable and has
duly authorized their sale to BLX pursuant to this Purchase and Sale Agreement.

(b) Each Account Receivable is for the amount stated on Schedule A and is/are
due and payable in accordance with its/their terms and there are no set-offs,
deductions, discounts, reductions, disputes, contingencies or counterclaims
against Seller or any of the Accounts Receivable (collectively, a "Chargeback").

(c) The full amount of the Accounts Receivable is current and presently due and
owing to Seller; payment is not contingent upon fulfillment of any other
obligation at any time. Furthermore, the prices and terms of shipment conform in
all material respects to the terms of any related purchase order or agreement
with the Account Debtor.

(d) Upon purchase hereunder, BLX shall be the sole owner and holder of the
Accounts Receivable, together with any products, contract rights and/or
insurance claims (including the right to receive the proceeds thereof), rights
of stoppage in transit and rights of return relating to the Accounts Receivable,
all of which are to be deemed a part of the Accounts Receivable. Seller
expressly agrees to immediately notify BLX of any payment on account of the
Accounts Receivable which Seller receives and to hold any checks and other
instruments so received in trust for BLX and to deliver the same in the form
received or the proceeds thereof to or at the direction of BLX.

                                                                             /s/
                                       8
<PAGE>

(e) BLX shall have the right of endorsement on all payments received in
connection with each Account Receivable and Seller hereby appoints BLX its
attorney-in-fact, coupled with an interest, for such purpose.

(f) None of the Accounts Receivable has been generated from a sale to a parent,
subsidiary or affiliate or constitute a consignment sale, a replacement of
returned goods or a bill and hold transaction.

(g) The Accounts Receivable are free of all liens, claims, charges and
encumbrances.

(h) Seller hereby ratifies and confirms each of the statements, representations,
and warranties made in the most current copy of its Corporate Certificate
delivered to BLX and in any other document or agreement in connection herewith.

3. NO RECOURSE TO Seller. Except as hereinafter provided, Seller shall not be
liable to repay all or any portion of the Advance Amount if any portion of the
Accounts Receivable is not paid by the Account Debtor(s). Notwithstanding the
foregoing, in the event (a) any of Seller's representations set forth in Section
2 shall be untrue in any respect or there shall otherwise occur a breach of
Seller's obligations hereunder or (b) there shall be a reduction in the amount
paid on an Account Receivable by means of allowance(s), discount(s), return(s),
performance defense(s) or offset(s), BLX may (i) take a corresponding reduction
from any other payments received on account of Seller or any subsidiary,
affiliate or division thereof and/or reduce by a corresponding amount any
payment to be made by BLX hereunder or under any other Purchase and Sale
Agreement between BLX and Seller and if a deficiency exists (ii) demand
reimbursement directly from Seller for the amount of any such deficiency and
Seller shall immediately deliver such amount to BLX.

4. GOVERNING Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely therein, without giving effect to conflicts of laws
rules.

5. CHARGES.

(a) BLX shall have the full power and authority to collect each Account
Receivable, through legal action or otherwise and may, if necessary, in its sole
discretion to facilitate collection, settle, compromise, or assign (in whole or
in part) the claim for any of the Accounts Receivable, or otherwise exercise any
other right now existing or hereafter arising with respect thereto. Any such
compromise or settlement which reduces the amount collected on account of such
Accounts Receivable shall reduce any amount otherwise due to Seller. In
addition, BLX may apply and thereby further reduce any amount otherwise due to
Seller, its reasonable costs and expenses (including attorney's fees and
disbursements) of enforcing its rights against one or more of the Account
Debtors. Seller shall be and hereby is liable, in addition to any other
obligations under this Purchase and Sale Agreement, for all costs and expenses
(including attorney's fees and disbursements), together with interest on the
amount of the Accounts Receivable from the date hereof to and including the date
of collection at the maximum rate permitted by applicable law, in the event BLX
is required to enforce its rights hereunder against Seller or any Guarantor by
virtue of Seller's breach of the provisions of Section 2 hereof.

(b) Any payment to which Seller shall be entitled hereunder shall be reduced by
the reimbursable out of pocket costs incurred by BLX for Seller pursuant to the
Fee and Reimbursements Schedule attached hereto.

6. COMPLETE AGREEMENT. This Agreement sets forth the complete and entire
understanding between Seller and BLX and may only be modified by a written
instrument signed by the party to be bound thereby. All understandings and
agreements heretofore had between the parties, if any, with respect to the
subject matter hereof are merged into this Purchase and Sale Agreement which
alone fully and completely expresses their agreement, but shall, in all events,
be governed by the terms and conditions of the Factoring Agreement between the
parties.

                                                                             /s/

                                       9
<PAGE>

7. PARTIES TO BE BOUND. This Agreement shall bind BLX and Seller, their
respective successors and assigns, and all subsidiaries and affiliates of
Seller, to which each of the provisions hereof shall apply; provided, however,
that Seller may not assign its interest hereunder without BLX's prior written
consent.

8. NOTICES. All notices and other communications hereunder shall be deemed to
have been sufficiently given when (a) mailed, postage prepaid, by certified or
registered mail, return receipt requested, sent by courier or telefaxed with
confirmation of receipt requested and (b) sender shall have received such return
receipt or confirmation, addressed to the party intended to receive the same at
the address hereinabove set forth. The parties shall have the right to rely on
as an original any notice given hereunder by telefax as aforesaid.




IN WITNESS WHEREOF, the parties hereto have executed this Purchase and Sale
Agreement as of the day and year first above written.


For: BLX Funding LLC                       For: Gulfgate Equipment, Inc.

By:                                        By: /s/ R.W. York
    ----------------------------              ------------------------------
    Mark Weinberg, CEO                        Richard W. York, CFO

                                                                             /s/
                                       10
<PAGE>

                         FEE AND REIMBURSEMENTS SCHEDULE

The purchase price ("Purchase Price") for the Accounts Receivable purchased by
BLX shall be calculated from the invoice date and shall be based upon the date
on which BLX actually collects the amount due under the Accounts Receivable, as
follows:

-----------------------------------------------------------------------
        NUMBER OF DAYS(1)         PURCHASE PRICE       DISCOUNT(2)
-----------------------------------------------------------------------
  Less than or equal to 30             97.50%             2.50%
-----------------------------------------------------------------------
  More than 30 but less than or        96.66%             3.34%
  equal to 40
-----------------------------------------------------------------------
  More than 40 but less than or        95.82%             4.18%
  equal to 50
-----------------------------------------------------------------------
  More than 50 but less than or        94.98%             5.02%
  equal to 60
-----------------------------------------------------------------------
  More than 60 but less than or        94.14%             5.86%
  equal to 70
-----------------------------------------------------------------------
  More than 70 but less than or        93.30%             6.70%
  equal to 80
-----------------------------------------------------------------------
  More than 80 but less than or        92.46%             7.54%
  equal to 90
-----------------------------------------------------------------------
  More than 90                         85.00%            15.00%
-----------------------------------------------------------------------
(1) FIVE (5) DAYS WILL BE ADDED FOR COLLECTION
(2) The Discount SHALL BE the FACE amount OF EACH INVOICE LESS THE PURCHASE
PRICE AND shall in NO EVENT EXCEED 15%



BLX has or will incur certain customary and regular charges on behalf of Seller
for which BLX shall be entitled to reimbursement as a deduction from amounts to
which seller may otherwise be entitled under the Purchase and Sale Agreement, as
follows:

<TABLE>
<S>     <C>
 -----------------------------------------------------------------------------------------------------
                              ITEM                                             AMOUNT
 -----------------------------------------------------------------------------------------------------
  Postage; first class mail of Seller's invoices to Account         U.S. Postal Service prevailing rates
  Debtors
 -----------------------------------------------------------------------------------------------------
  Preparation of credit report                                      $65.00 per report
 -----------------------------------------------------------------------------------------------------
  Domestic wire transfer of immediately available funds             $25.00 per transfer
 -----------------------------------------------------------------------------------------------------
  Overnight mail                                                    $35.00 per package
 -----------------------------------------------------------------------------------------------------
  Check certification /Cashier's checks                             $25.00 per check
 -----------------------------------------------------------------------------------------------------
  Initial UCC search and filing fee                                 $350.00 or actual if greater
 -----------------------------------------------------------------------------------------------------
  Continuation search fees                                          $250.00
 -----------------------------------------------------------------------------------------------------
  Audit charge                                                      $700.00 per diem
 -----------------------------------------------------------------------------------------------------
  Monthly reports access                                            $50.00 per month
 -----------------------------------------------------------------------------------------------------

                                       11
<PAGE>

                                                  SCHEDULE A
                                                      TO
                                       PURCHASE AND SALE AGREEMENT
                                          DATED____________________

                                            BETWEEN BLX FUNDING LLC
                                                      AND
                                           GULFGATE EQUIPMENT, INC.

                                       REQUEST FOR PURCHASE OF INVOICES


------------------------------------------------------------------------------------------------------------------
  #               CUSTOMER NAME                    INVOICE DATE           INVOICE NO.       INVOICE AMOUNT ($)
------------------------------------------------------------------------------------------------------------------
  1
------------------------------------------------------------------------------------------------------------------
  2
------------------------------------------------------------------------------------------------------------------
  3
------------------------------------------------------------------------------------------------------------------
  4
------------------------------------------------------------------------------------------------------------------
  5
------------------------------------------------------------------------------------------------------------------
  6
------------------------------------------------------------------------------------------------------------------
  7                           EXAMPLE OF FORM
------------------------------------------------------------------------------------------------------------------
  8
------------------------------------------------------------------------------------------------------------------
  9
------------------------------------------------------------------------------------------------------------------
  10
------------------------------------------------------------------------------------------------------------------
  11
------------------------------------------------------------------------------------------------------------------
  12
------------------------------------------------------------------------------------------------------------------
  13
------------------------------------------------------------------------------------------------------------------
  14
------------------------------------------------------------------------------------------------------------------
  15
------------------------------------------------------------------------------------------------------------------
[Add additional sheets if required]                                                Total
                                                                                          ------------------------

</TABLE>

The undersigned hereby requests that BLX Funding LLC purchase, pursuant to the
Purchase and Sale Agreement, the above referenced invoices, each and all of
which are validly now due and owing.


For: Gulfgate Equipment, iNC.

By: /S/ R.W. York
    -----------------------------
    Richard W. York, CFO

                                                                             /s/
                                       12
<PAGE>

                                 ACKNOWLEDGMENT

STATE OF C                        :
                                  :SS:
COUNTY OF L. A.                   :


On this 22nd day of November, 2006, before me personally came Richard W. York,
to me known, who being duly sworn, did depose and say that he resides at 5254
Corte Bocina, #42, Camarillo, California 93012, and that he is the Chief
Financial Officer of Gulfgate Equipment, Inc., a Texas corporation, the
corporation described in and which executed the foregoing instrument, and
acknowledged that he executed the same by authority of the board of directors of
said corporation for the uses and purposes in said corporation set forth.


/S/ Hayedeh Eftekhari
---------------------------
Notary Public
                                                  [NOTARY SEAL]

                                                                             /s/
                                       13
<PAGE>

                               SECURITY AGREEMENT


This Security Agreement made as of the 22 day of November, 2006 by and between
BLX Funding LLC, a Delaware Limited Liability Company, having an office at 1633
Broadway, 39th Floor, New York, NY 10019 ("BLX") and Gulfgate Equipment, Inc., a
Texas corporation, having a place of business at 7125 Long Drive, Houston, Texas
77087 (the "Company").

WHEREAS:

A. The Company and BLX HAVE entered or are about to enter into a Factoring
Agreement, of even date herewith (the "Factoring Agreement") and intend, from
time to time after the date hereof, to enter into one or more Purchase and Sale
Agreements (the "Account Agreements") pursuant to which BLX will purchase
certain accounts receivable billed to customers of the Company (such accounts
receivable, together with the proceeds thereof, being hereinafter referred to as
the "Accounts Receivable") on the basis of, and in reliance upon, the
representations, warranties and covenants of the Company contained in the
Account Agreements (the "Representations").

B. It is a condition precedent to the obligation of BLX to enter into the
Factoring Agreement and the Account Agreements and to purchase Accounts
Receivable pursuant thereto that the Company shall have entered into this
Security Agreement for the purpose of securing the performance of the
Representations.

NOW, THEREFORE, to induce BLX to enter into the Factoring Agreement and the
Account Agreements and to purchase Accounts Receivable pursuant thereto, and in
consideration thereof and for ten dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which being hereby acknowledged,
the parties hereto agree as follows:

1. Security Interest. The Company hereby grants to BLX and its succesors and
assigns, a security interest (the "Security Interest") in all of the following
property now owned or at any time hereafter acquired by the Company or in which
the Company now has or at any time hereafter may acquire any right, title or
interest other than as set forth in Exhibit A attached hereto and made a part
hereof. Accounts (whether or not purchased by BLX pursuant to an Account
Agreement), Chattel Paper, Inventory, Equipment, Instruments, Investment
Property, General Intangibles, Documents, Contract Rights and proceeds and
products of the foregoing (including, without limitation, proceeds of
insurance)(the "Collateral"). Any term used in the Uniform Commercial Code
("UCC") and not defined in this Security Agreement shall have the meaning given
to the term in the UCC or in the Factoring Agreement.

2. OBLIGATIONS. This Security Agreement and the Security Interest shall secure
the following obligations (the "Obligations"):

(a) Any and all obligations of the Company under the Account Agreements (but not
the payment of the Accounts Receivable purchased pursuant thereto) or under any
other agreement or instrument executed and delivered pursuant thereto; and

(b) Any and all other liabilities and obligations of every kind and nature
whatsoever of the Company to BLX, whether such liabilities and obligations be
direct or indirect, absolute or contingent, secured or unsecured, now existing
or hereafter arising or acquired, due or to become due.

3. FINANCING STATEMENTS AND OTHER ACTION. The Company will do all lawful acts
which BLX deems necessary or desirable to protect the Security Interest or
otherwise to carry out the provisions of this Security Agreement, including, but
not limited to the procurement of waivers and disclaimers of interest in the
Collateral by the owners of any real estate on which the Collateral is located.
The Company irrevocably appoints BLX as its attorney-in-fact, coupled with an
interest, during the term of this Security Agreement to do all acts which it may
be required to do under this Security Agreement.

                                                                             /s/

                                       14
<PAGE>

4. AUTHORIZATION TO FILE FINANCING STATEMENTS.

(a) The Company hereby irrevocably authorizes BLX at any time and from time to
time to file in any Uniform Commercial Code jurisdiction any initial financing
statements and amendments thereto that:

         (i) indicate the Collateral as all assets of the Company or words of
         similar effect, regardless of whether any particular asset comprised in
         the Collateral falls within the scope of Article 9 of the UCC, or as
         being of an equal or lesser scope or with greater detail;

         (ii) contain any other information required by part 5 of Article 9 of
         the UCC for the sufficiency or filing office acceptance of any
         financing statement or amendment, including (x) whether the Company is
         an organization, the type of organization, and any organization
         identification number issued to the Company and, (y) in the case of a
         financing statement filed as a fixture filing or indicating Collateral
         as as-extracted collateral or timber to be cut, a sufficient
         description of real property to which the Collateral relates;

         (iii) contain a notification that the Company has granted a negative
         pledge to BLX, and that any subsequent lienor may be tortuously
         interfering with BLX's rights; and

         (iv) advises third parties that any notification of the Company's
         Account Debtors will interfere with BLX's collection rights.

(b) The Company agrees to furnish any of the foregoing information to BLX
promptly upon request.

(c) The Company ratifies its authorization for BLX to have filed any like
initial financing statements or amendments thereto if filed prior to the date
hereof.

(d) BLX may add any supplemental language to any such financing statement as BLX
may determine to be necessary or helpful in acquiring or preserving rights
against third parties.

5. ENCUMBRANCES. The Company warrants that it has title to the Collateral
purportedly owned by it and that there are no sums owed or claims, liens,
security interests or other encumbrances against the Collateral other than as
set forth in Exhibit A attached hereto and made a part hereof. The Company will
notify BLX of any lien, security interest or other encumbrance against the
Collateral securing any obligation of the Company, will defend the Collateral
against any claim, lien, security interest or other encumbrance adverse to BLX,
except for liens having priority thereover as set forth on Exhibit A, attached
hereto and made a part hereof, and will not create, incur, assume, or suffer to
exist any lien, security interest or other encumbrances against the Collateral,
whether now owned or hereafter acquired, except:

(a) liens in favor of BLX and such other liens as are set forth on Exhibit A
attached hereto and made a part hereof;

(b) liens for taxes or assessments or other government charges or levies if not
yet due and payable or, if due and payable, if they are being contested in good
faith by appropriate proceedings and for which appropriate reserves have
previously been delivered by the Company to BLX;

(c) liens imposed by law, such as mechanics', materialmen's, landlords',
warehousemen's, and carriers' liens, and other similar liens, securing
obligations incurred in the ordinary course of business, which are not past due
for more than 30 days or which are being contested in good faith by appropriate
proceedings, and for which appropriate reserves have been previously delivered
to BLX;

(d) liens, deposits, or pledges to secure the performance of bids, tenders,
contracts (other than contracts for the payment of money), leases, public
statutory obligations, surety, stay, appeal, indemnity, performance, or other
similar bonds, or other similar obligations arising in the ordinary course of
business;

                                                                             /s/
                                       15
<PAGE>

(e) judgments and other similar liens arising in connection with court
proceedings, provided that the execution or other enforcement of such liens is
effectively stayed and the claims secured thereby are being actively contested
in good faith and by appropriate proceedings;

(f) easements, right-of-way restrictions, and other similar encumbrances which,
in the aggregate, do not materially interfere with the occupation, use, and
enjoyment by the Company of the property or assets encumbered thereby in the
normal course of its business or materially impair the value of the property
subject thereto; and

(g) purchase-money liens on any property hereafter acquired or the assumption of
any lien on property existing at the time of such acquisition (and not created
in contemplation of such acquisition), or a lien incurred in connection with any
conditional sale or other title retention agreement or a capital lease; provided
that:

         (i) any property subject to any of the foregoing is acquired by the
         Company in the ordinary course of its business and the lien on any such
         property attaches to such asset concurrently or within 90 days after
         the acquisition thereof;

         (ii) the obligation secured by any lien so created, assumed, or
         existing shall not exceed 100% of the lesser of the cost or the fair
         market value as of the time of acquisition of the property covered
         thereby to the Company; and

         (iii) each such lien shall attach only to the property so acquired and
         fixed improvements thereon.

6. MAINTENANCE OF COLLATERAL. The Company shall preserve the Collateral for the
benefit of BLX. Without limiting the generality of the foregoing, the Company
shall:

(a) make all such repairs, replacements, additions and improvements to its
equipment as in its judgment are necessary to permit such business to be
properly and advantageously conducted at all times;

(b) maintain and preserve its inventory except as sold in the ordinary course of
business;

(c) preserve all beneficial contract rights to the extent commercially
reasonable;

(d) in conjunction with, and at the direction of, BLX, take commercially
reasonable steps to collect all Accounts; and

(e) pay all taxes, assessments or other charges on the Collateral when due,
unless the amount or validity of such taxes, assessments or charges is being
contested in good faith by appropriate proceedings and reserves with respect
thereto in conformity with generally accepted accounting principles have been
provided on the books of the Company.

Nothing contained herein shall be construed to prohibit the Company from buying
and selling equipment and inventory in the ordinary course of business;
provided, however, that the Company will not sell equipment where either the
adjusted basis of such equipment determined in accordance with generally
accepted accounting principles or the sales price of such equipment exceeds, for
any 12 month period, $50,000 in any individual transaction or $200,000 in the
aggregate.

7. ADDITIONAL PROVISIONS CONCERNING THE COLLATERAL.

(a) The Company irrevocably appoints BLX as its attorney-in-fact (such power of
attorney being coupled with an interest) and proxy, with full authority in the
place and stead of the Company and in its name or otherwise, from time to time
in BLX's discretion, to take any action or execute any instrument which BLX may
deem necessary or advisable to accomplish the purposes of this Security
Agreement, including, without limitation: (i) to obtain and adjust insurance
required to be paid to BLX pursuant to Section 8 hereof; (ii) to ask, demand,
collect, sue for, recover, compound, receive, and give acquittance and receipts

                                                                             /s/

                                       16
<PAGE>

for moneys due and to become due under or in respect of any of the Collateral;
(iii) to receive, endorse, and collect any checks, drafts or other instruments,
documents, and chattel paper in connection with clause (i) or clause (ii) above;
(iv) to sign the Company's name on any invoice or bill of lading relating to any
Account, on drafts against customers, on schedules and assignment of Accounts,
on notices of assignments, financing statements and other public records, on
verification of Accounts and on notices to customers (including notices
directing customers to make payment directly to BLX); (v) if a Default (as
hereinafter defined) has occurred and is continuing, to notify the postal
authorities to change the address for delivery of its mail to an address
designated by BLX, to receive, open and process all mail addressed to the
Company, to send requests for verification of Accounts to customers; and (vi) to
file any claims or take any action or institute any proceeding which BLX may
deem necessary or desirable for the collection of any of the Collateral or
otherwise to enforce the rights of BLX with respect to any of the Collateral.
The Company ratifies and approves all acts of such attorney; and so long as such
attorney acts in good faith and without gross negligence, such attorney shall
have no liability to the Company for any act or omission thereas.

(b) If the Company fails to perform any agreement contained herein, BLX may
itself perform, or cause performance of, such agreement or obligation, and the
costs and expenses of BLX incurred in connection therewith shall be payable by
the Company and shall be fully secured hereby.

(c) The powers conferred upon BLX hereunder are solely to protect its interest
in the Collateral and shall not impose any duty upon BLX to exercise any such
powers. Except for the safe custody of any Collateral in its possession and the
accounting for moneys actually received by BLX hereunder, BLX shall have no duty
as to any Collateral or as to the taking of any necessary steps to preserve
rights against prior parties or any other rights pertaining to any Collateral.

(d) Anything herein to the contrary notwithstanding, (i) the Company shall
remain liable under any contracts and agreements relating to the Collateral, to
the extent set forth therein, to perform all of its obligations thereunder to
the same extent as if this Security Agreement had not been executed; (ii) the
exercise by BLX of any of its rights hereunder shall not release the Company
from any of its obligations under the contracts and agreements relating to the
Collateral; and (iii) LX shall not have any obligation or liability by reason of
this Security Agreement under any contracts and agreements relating to the
Collateral, nor shall BLX be obligated to perform any of the obligations or
duties of the Company thereunder or to take any action to collect or enforce any
claim for payment assigned hereunder.

8. INSURANCE. The Company shall maintain insurance covering the Collateral with
financially sound and reputable insurers satisfactory to BLX against such risks
as are customarily insured by a business in the same or similar industry and
similarly situated for an amount not less than the full replacement value of
such Collateral. All such insurance policies covering property on and after the
date such property becomes subject to the Security Interest shall name BLX an a
Lender's Loss Payable Endorsement . At the request of BLX, all insurance
policies covering property subject to the Security Interest shall be delivered
to and held by BLX. If, while any Obligations are outstanding, any proceeds in
excess of $5,000 with respect to any casualty loss are paid to BLX under such
policies on account of such casualty loss, and there is no breach by the Company
of any representations, or default by the Company in the performance of any
covenant herein or in the Factoring Agreement contained (any of the foregoing
being hereinafter referred to as an "Event of Default") which is continuing, BLX
will pay over such proceeds in whole or in part to the Company, for the purpose
of repairing or replacing the Collateral destroyed or damaged, any such repaired
or replaced Collateral being secured hereby. If an Event of Default has occurred
and is continuing, BLX may apply the proceeds in its discretion to any of the
Obligations. All proceeds less than or equal to $5,000 with respect to any
casualty loss shall be paid to the Company, to be used by the Company to replace
or repair the Collateral destroyed or damaged, except that if an Event of
Default shall have occurred, then BLX shall apply the proceeds in its discretion
to any of the Obligations. BLX is hereby appointed during the term of this
Agreement as irrevocable attorney-in-fact to collect the proceeds of such
insurance, to settle any claims with the insurers in the event of loss or
damage, to endorse settlement drafts and, upon an Event of Default under this
Agreement, to cancel, assign or surrender any insurance policies.

9. FIXTURES. It is the intention of the parties hereto that none of the
equipment, machinery or other property securing the Obligations hereunder shall
become or constitute fixtures.

                                                                             /s/
                                       17
<PAGE>

10. DEFAULT. (a) (i) If breach or default shall be made in the due
performance or observance of any provision of this Security Agreement and such
breach or default shall continue for a period of 5 days after written notice
thereof shall have been received by the Company from BLX; or (ii) an Event of
Default, as defined in Section 8, shall have occurred and shall continue for a
period of 5 days after written notice thereof shall have been received by the
Company from BLX (each of the foregoing being hereinafter referred to as a
"Default"), then upon the occurrence of any such Default or at any time or times
thereafter, unless such Default shall have been cured within any applicable
grace period, or waived in writing by BLX, BLX shall have all of the rights and
remedies of a secured party under the Uniform Commercial Code and shall have
full power and authority to sell or otherwise dispose of the Collateral or any
part thereof. Any such sale or other disposition, subject to the provisions of
applicable law, may be by public or private proceedings and may be made by one
or more contracts, as a unit or in parcels, at such time and place, by such
method, in such manner and on such terms as BLX may determine. Except as
required by law, such sale or other disposition may be made without
advertisement or notice of any kind or to any third party or third person. In
the event any consent, approval or authorization of any governmental agency
shall be necessary to effectuate any such sale or sales, the Company shall
execute, as necessary, all applications or other instruments as may be required.

(b) Upon the occurrence of a Default and at any time or times thereafter,
subject to the provisions of applicable law, BLX may commence proceedings in any
court of competent jurisdiction for the appointment of a receiver (which term
shall include a receiver-manager) of the Collateral or of any part thereof or
may by instrument in writing appoint any person to be receiver of the Collateral
or any part thereof and may remove any receiver so appointed by BLX and appoint
another in his stead; and any such receiver appointed by instrument in writing
shall have the power (i) to take possession of the Collateral or any part
thereof, (ii) to carry on the business of the Company, (iii) to borrow money on
the security of the Collateral in priority to this Security Agreement required
for the maintenance, preservation or protection of the Collateral or any part
thereof or for the carrying on of the business of the Company, and (iv) to sell,
lease or otherwise dispose of the whole or any part of the Collateral at public
auction, by public tender or by private sale, either for cash or upon credit, at
such time and upon such terms and conditions as the receiver may determine;
provided that any such receiver shall be deemed the agent of the Company and BLX
shall not be in any way responsible for any misconduct or negligence of any such
receiver except for willful misconduct or gross negligence.

11. STANDARDS FOR EXERCISING REMEDIES. To the extent that applicable law imposes
duties on BLX to exercise remedies in a commercially reasonable manner, the
Company acknowledges and agrees that it is not commercially unreasonable for
BLX:

(a) to not incur expenses to prepare Collateral for disposition or otherwise to
complete raw material or work in process into finished goods or other finished
products for disposition;

(b) to fail to obtain third party consents for access to Collateral to be
disposed of, or to obtain or, if not required by other law, to fail to obtain
governmental or third party consents for the collection or disposition of
Collateral to be collected or disposed of;

(c) to fail to exercise collection remedies against Account Debtors or other
persons obligated on Collateral or to remove liens or encumbrances on any
adverse claims against Collateral;

(d) to exercise collection remedies against Account Debtors and other persons
obligated on Collateral directly or through the use of collection agencies and
other collection specialists;

(e) to advertise dispositions of Collateral through publications or media of
general circulation, whether or not the Collateral is of a specialized nature;

(f) to hire one or more professional auctioneers to assist in the disposition of
Collateral, whether or not the collateral is of a specialized nature;


                                                                             /s/


                                       18
<PAGE>

(g) to dispose of Collateral by using Internet sites that provide for the
auction of assets of the types included in the Collateral or that have the
reasonable capability of doing so, or that match buyers and sellers of assets;

(h) to dispose of assets in wholesale rather than retail markets;

(i) to disclaim all disposition warranties; or

(j) to purchase insurance or credit enhancements to insure BLX against risks of
loss, collection or disposition of Collateral or to provide to BLX a guaranteed
return from the collection or disposition of Collateral.
The Company acknowledges that the purpose of this Section 11 is to provide
non-exhaustive indications of what actions or omissions by BLX would not be
commercially unreasonable in BLX's exercise of remedies against the Collateral
and that other actions or omissions by BLX shall not be deemed commercially
unreasonable solely on account of not being indicated in this Section 11.
Without limitation upon the foregoing, nothing contained herein shall be
construed to grant any rights to the Company or to impose any duties on BLX that
would not have been granted or imposed by this Security Agreement or by
applicable law in the absence of this Section 11.

12. PAYMENT OF TAXES, CHARGES. BLX, at its option, after notice to the Company,
may discharge any taxes, charges, assessments, security interests, liens or
other encumbrances (except those permitted by Section 5 of this Security
Agreement) upon the Collateral or otherwise protect the value thereof. All such
expenditures incurred by BLX shall become payable by the Company to BLX upon
demand, shall bear interest at the rate of 18% per annum from the date incurred
to the date of payment, and shall be secured by the Collateral.

13. DUTIES WITH RESPECT TO COLLATERAL. BLX shall have no duty to the Company
with respect to the Collateral other than the duty to use reasonable care in the
safe custody of any of the Collateral in its possession. Without limiting the
generality of the foregoing, BLX, although it may do so at its option, shall be
under no obligation to the Company to take any steps necessary to preserve
rights in the Collateral against other parties.

14. PROCEEDS AND EXPENSES OF DISPOSITIONS. The Company shall pay to BLX on
demand any and all expenses, including reasonable attorneys' fees and
disbursements, incurred or paid by BLX in protecting, preserving or enforcing
its rights under or in respect of any of the Obligations or any of the
Collateral. After deducting all of said expenses, the residue of any proceeds of
collection or sale of the Collateral shall, to the extent actually received in
cash, be applied to the payment of the Obligations in such order or preference
as BLX may determine, notwithstanding contrary instructions received by BLX from
the Company or any other third party.

15. NO LIEN TERMINATION WITHOUT RELEASE. IN recognition of BLX's right to have
its attorneys' fees and other expenses incurred in connection with this Security
Agreement secured by the Collateral, notwithstanding payment in full of all
Obligations by the Company, BLX shall not be required to terminate any Uniform
Commercial Code Financing Statements filed in its favor against the Company
relating to the Collateral unless and until the Company and all entities which
are secondarily liable on the Obligations have executed and delivered to BLX a
general release, covering claims both known and unknown, in a form reasonably
satisfactory to BLX. Company understands that this provision constitutes a
waiver of its rights under ss.9-513 of the UCC.

16. WAIVERS. To the extent permitted by law, the Company hereby waives demand
for payment, notice of dishonor or protest and all other notices of any kind in
connection with the obligations except notices required hereby, by law or by any
other agreement between the Company and BLX. BLX may release, supersede,
exchange or modify any Collateral or security which it may from time to time
hold and may release, surrender or modify the liability of any third party
without giving notice hereunder to the Company. Such modifications, changes,
renewals, releases or other actions shall in no way affect any of the
Obligations or the Company's obligations hereunder.

                                                                             /s/

                                       19
<PAGE>

17. TRANSFER EXPENSES. The Company will pay, indemnify and hold harmless BLX
from and against all costs and expenses (including taxes, if any) arising out of
or incurred in connection with any transfer of Collateral into or out of the
name of BLX and all reasonable costs and expenses, including reasonable legal
fees, of BLX arising out of or incurred in connection with this Security
Agreement; provided, however, that the Company shall not be responsible for
expenses arising out of or incurred as a result of willful misconduct by BLX.

18. MODIFICATION. This Agreement may not be modified or amended without the
prior written consent of each of the parties hereto.

19. Notices. Except as otherwise provided in this Security Agreement, all
notices and other communications hereunder shall be deemed to have been
sufficiently given when mailed, postage prepaid, by certified or registered
mail, sent by courier or telefaxed, return receipt requested, or confirmation of
receipt requested in the case of a telefax, and the sender shall have received
such return receipt or confirmation, such notices or communications to be,
addressed as follows:

        To BLX:                   BLX Funding LLC
                                  1633 Broadway, 39th Floor
                                  New York, NY 10019
                                  Attn: Mark D. Weinberg Fax:
                                  (646) 723-5089

        To Company:               Gulfgate Equipment, Inc.
                                  7125 Long Drive
                                  Houston, Texas 77087
                                  Attn: Richard W. York
                                  Fax:.(818) 735-4744

or at such other address or telefax number, as the case may be, as the party to
whom such notice or demand is directed may have designated in writing to the
other party hereto by notice as provided in this Section 19. Each of the parties
hereto shall have the right to rely on as an original any notice given hereunder
by telefax as aforesaid.

20. RIGHTS; MERGER. No course of dealing between the Company and BLX, nor any
delay in exercising, on the part of BLX, any right, power or privilege
hereunder, shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies hereunder are cumulative and are in addition to, and not
exclusive of, any rights or remedies provided by law or in equity, including,
without limitation, the rights and remedies of a secured party under the Code.
It is understood and agreed that all understandings and agreements heretofore
had between the parties, if any, with respect to the subject matter hereof are
merged into this Security Agreement, which alone fully and completely expresses
their agreement.

21. GOVERNING LAW, BINDING EFFECT. This Security Agreement and the rights and
obligations of the parties hereunder shall be construed in accordance with and
governed by the laws of the State of New York. This Security Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, including any other holder or holders of any obligations
and may be executed in two or more counterparts, each of which shall together
constitute one and the same agreement.

                                                                             /s/

                                       20
<PAGE>

22. SEVERABILITY. The invalidity or unenforceability of any provision hereof
shall in no way affect the validity or enforceability of any other provision
hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Security Agreement as
of the day and year first above written.


For: BLX Funding LLC                       For: Gulfgate Equipment, Inc.

By:                                        By: /s/ R.W. York
    ----------------------------              ------------------------------
    Mark Weinberg, CEO                        Richard W. York, CFO

                                                                             /s/

                                       21
<PAGE>


                                    EXHIBIT A
                                 PERMITTED LIENS


REFERENCE MEMS USA, INC. SEC FORM 8-K (NOV. 16, 2006):

SECURITIES PRUCHASE AGREEMENT WITH CGA

STRATEGIC INVESTMENT FUND LIMITED DATED OCTOBER 31, 2006.



NOTE: ASSETS SOLEY ATTRIBUTABLE TO THE DEBTOR'S ALTERNATIVE FUEL PROJECTS ARE
NOT SUBJECT TO ASSIGNMENT OF DEBTOR'S RIGHTS, TITLE AND INTEREST, INCLUDING
PROCEEDS THEREOF, AND ARE TO BE EXCLUDED FROM COLLATERAL.




                                                                             /S/


                                       22
<PAGE>


                                 ACKNOWLEDGMENT


STATE OF CA              :
                         :SS:
COUNTY OF: L.A.          :


On this 22ND day of November, 2006, before me personally came Richard W. York,
to me known, who being duly sworn, did depose and say that he resides at 5254
Corte Bocina, #42, Camarillo, California 93012, and that he is the Chief
Financial Officer of Gulfgate Equipment, Inc., a Texas corporation, the
corporation described in and which executed the foregoing instrument, and
acknowledged that he executed the same by authority of the board of directors of
said corporation for the uses and purposes in said corporation set forth.



/S/ Hayedeh Eftekhari
---------------------------
Notary Public



                                                                             /S/

                                       23
<PAGE>

                               FACTORING AGREEMENT


This Factoring Agreement made as of the 22 day of November, 2006 by and between
BLX Funding LLC, a Delaware Limited Liability Company, having an office at 1633
Broadway, 39th Floor, New York, NY 10019 ("BLX") and Gulfgate Equipment, Inc., a
Texas corporation, having a place of business at 7125 Long Drive, Houston, Texas
77087 ("Seller").

WHEREAS:

A. Seller has requested that BLX purchase from Seller, from time to time,
all of Seller's right, title and interest in and to certain accounts receivable
due to Seller from its customers; and

B. BLX has agreed to purchase certain of such accounts receivable from Seller,
from time to time, upon the terms and subject to the conditions set forth in
this Factoring Agreement.

NOW, THEREFORE, in order to induce BLX to purchase such accounts receivable, and
for ten dollars ($10.00) and other good and valuable consideration, the receipt
and sufficiency of which being hereby acknowledged, the parties hereto agree as
follows:

1. SALE AND PURCHASE OF ACCOUNTS RECEIVABLE. Seller will tender to BLX certain
of Seller's invoices to be rendered to Seller's customers ("Account Debtors")
with respect to goods sold and delivered to, or services performed for, such
Account Debtors by Seller (individually, an "Account Receivable" and
collectively, the "Accounts Receivable"). Such invoices shall be forwarded by
BLX to the respective Account Debtors, in accordance with the standard billing
procedures of BLX, together with or after notice from Seller and/or BLX to such
Account Debtors of the irrevocable assignment to BLX of payment there under. BLX
will conduct such examination and verification of the invoices so tendered, and
such credit investigation of such Account Debtors, as BLX considers necessary or
desirable, and will notify Seller as to which of the individual Accounts
Receivable so tendered, if any, BLX elects to purchase. BLX shall at all times
have the absolute right in its sole discretion to reject any or all of the
Accounts Receivable, whether or not BLX has previously purchased Accounts
Receivable from Seller or previously purchased Accounts Receivable of any
particular Account Debtor.

2. ACCOUNT AGREEMENTS. The Accounts Receivable that BLX elects to purchase from
Seller shall be purchased upon the terms and subject to the conditions of
separate Purchase and Sale Agreements, between Seller and BLX, the form of which
has heretofore been provided to Seller (the "Account Agreements"). BLX shall
advance against the Purchase Price (as defined in the Account Agreements) for
the Accounts Receivable BLX elects to purchase pursuant to the provisions
hereof, Seventy-Five (75%) Percent of the face amount of such Accounts
Receivable purchased. BLX shall pay the balance of the Purchase Price, as
calculated pursuant to the applicable Account Agreement, pursuant to the further
provisions of this Section 2. For the purposes hereof, the term "Schedule
Closure Date" shall mean, with respect to each of the schedules or batches of
Accounts Receivable purchased pursuant to each Account Agreement (a "Schedule"),
the date with respect to each Schedule on which the applicable Account Debtors
have either paid all such Accounts Receivable in the Schedule or, a Chargeback
(as defined in the Account Agreements) has been taken there against; provided,
however, that Seller may, at its election, repurchase any such Accounts
Receivable from BLX, for a price equal to the face amount of such Account
Receivable, in which event such Account Receivable shall be deemed duly paid for
the purposes of determining the Schedule Closure Date. Notwithstanding anything
to the contrary herein contained, the Accounts Receivable purchased by BLX
pursuant to an Account Agreement, may be aggregated and administered as a single
Account Receivable, or as several discreet Accounts Receivable, in the
discretion of BLX (each, an "Aggregate Receivable" or Schedule as previously
defined). Periodically, from and after each Schedule Closure Date, the balance
of the Purchase Price, if any, payable in respect of the Accounts Receivable
purchased pursuant to each Account Agreement (the "Purchase Price Balance")
shall be aggregated with the Purchase Price Balance, if any, from all other
Schedules in respect of which there has occurred other Schedule closures (the
"Aggregate Purchase Price Balance"), and BLX shall credit to Seller's reserve
account, the positive amount, if any, of such Aggregate Purchase Price Balance.
Chargebacks from all Account Agreements shall be debited against the Seller's

                                                                             /S/
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<PAGE>

reserve account and the net credit balance, if any, shall be rebated to the
Seller in accordance with BLX's standard rebate practices. Capitalized terms not
herein defined shall have the respective meanings attributed thereto in the
Account Agreement. In the event of any conflict between the provisions of an
Account Agreement and this Factoring Agreement, the provisions of this Factoring
Agreement shall govern and control. Notwithstanding the first sentence of this
Section 2, if either Seller or BLX shall fail to execute an Account Agreement
with respect to a particular Account Receivable tendered by Seller to BLX, and
BLX shall nevertheless pay an Advance Amount to Seller for such Account
Receivable, BLX shall be presumed conclusively to have purchased, and Seller
shall be presumed conclusively to have sold, such Account Receivable pursuant to
an Account Agreement, and such Account Receivable shall be governed by the terms
and conditions (including, without limitation, Seller's representations,
warranties and covenants to BLX contained therein) set forth in the Account
Agreement in the form heretofore provided to Seller.

3. CONDITIONS PRECEDENT. BLX shall not be required to purchase any Accounts
Receivable pursuant to an Account Agreement unless and until each of the
following conditions shall have been satisfied:

(a) BLX and Seller shall each have entered into a Security Agreement in the form
heretofore provided to Seller (the "Security Agreement"), to secure the
performance by Seller of certain representations, warranties and covenants set
forth in the Account Agreements (the "Representations") (but not the payment of
the Accounts Receivable purchased thereby);

(b) MEMS USA, INC. and CALIFORNIA MEMS USA, INC. shall each have executed and
delivered to BLX a Performance Guaranty in the form heretofore provided to
Seller (the "Performance Guaranty"), to guarantee Seller's performance of the
Representations (but not the payment of the Accounts Receivable purchased
thereby);

(c) Seller shall have authorized BLX to file Uniform Commercial Code financing
statements with the appropriate filing officer or officers in each jurisdiction
where, in the reasonable opinion of BLX, such filing is necessary or desirable
to perfect the security interests granted pursuant to the Security Agreement and
to provide notice of the factoring arrangement; and

(d) Seller shall have executed and delivered to BLX an Account Agreement in the
form heretofore provided to Seller, together with the schedule of proposed
Accounts Receivable attached thereto as Schedule A, which Schedule A shall be
duly executed and dated by Seller.

BLX's failure to require the satisfaction of any one or more of these conditions
precedent shall not be deemed a waiver thereof, nor shall such failure in any
way alter, modify or vitiate Seller's obligations hereunder or any guarantor's
obligations under the respective Performance Guaranties.

4. CROSS-COLLATERALIZATION. If a Default (as defined in the Security Agreement)
shall have occurred, BLX shall have the right, which may be exercised in its
sole and absolute discretion at any time and from time to time during the
continuance of such Default, to apply all amounts collected with respect to
Accounts Receivable, as follows, before any payment from such collections shall
be made to Seller: (i) first, against the unreimbursed balance of the Advance
Amounts made by BLX to Seller with respect to Accounts Receivable purchased from
Seller under one or more Account Agreements; (ii) next, to the payment of all
fees and expense reimbursements (as described in the Account Agreements) accrued
with respect to Accounts Receivable purchased by BLX from Seller, whether or not
such fees have become due and payable pursuant to the terms of the Account
Agreements; and (iii) the balance, if any, to the payment of any and all other
liabilities and obligations of Seller to BLX pursuant to this Factoring
Agreement, the Security Agreement, the Account Agreements and any other
agreement entered into between BLX and Seller concurrently or in connection
herewith.

5. COLLECTION OF ACCOUNTS RECEIVABLE. Seller will instruct all of the Account
Debtors obligated with respect to the Accounts Receivable assigned to BLX to
mail or deliver payments on such Accounts Receivable directly to BLX at its
address herein above set forth or at such other address as BLX may specify in a
written notice to Seller. Such instructions shall not be rescinded or modified
without BLX's prior written consent. If, despite such instructions, Seller shall

                                                                             /S/
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<PAGE>

receive any collections or other proceeds of the Accounts Receivable assigned to
BLX, Seller shall as soon as practicable, but in no event later than two (2)
business days after such receipt, deliver such payments, in the exact form
received, to BLX. Failure to deliver such payments to BLX as provided herein
shall be deemed a default under the Factoring Agreement and under the Security
Agreement and shall, in addition to any and all other amounts due, cause Seller
to be obligated to pay to BLX, a charge of fifteen (15%) percent of the amount
of any such payment which has been received by Seller and not delivered in kind
to BLX as provided herein. All payments received by BLX shall be applied as
provided in Section 4 above. BLX shall have no liability to Seller for any
mistake in the application of any payment received with respect to any Account
Receivable, provided BLX shall have acted in good faith and without gross
negligence in respect thereof.

6. PAYMENT OF EXPENSES AND TAXES. Seller will (a) pay or reimburse BLX for all
of BLX's out-of-pocket costs and expenses incurred in connection with the
preparation and execution of, and any amendment, supplement or modification to
this Factoring Agreement, the Security Agreement, any of the Account Agreements
and any other documents prepared in connection herewith or therewith, and the
consummation of the transactions contemplated hereby and thereby, including,
without limitation, the fees and disbursements of counsel to BLX (whether or not
such counsel is affiliated with BLX); (b) pay or reimburse BLX for all its costs
and expenses incurred in connection with the enforcement or preservation of any
rights under this Factoring Agreement, the Security Agreement, the Account
Agreements and such other documents, and the verification of the Accounts
Receivable and the creditworthiness of the Account Debtors, including, without
limitation, fees and disbursements of counsel to BLX (whether or not such
counsel is affiliated with BLX); (c) pay, indemnify, and hold harmless from and
against any and all recording and filing fees and any and all liabilities with
respect to, or resulting from, any delay in paying, stamp, excise and other
taxes, if any, which may be payable or determined to be payable in connection
with the execution and delivery of, or consummation of, any of the transactions
contemplated by, or any amendment, supplement or modification of, or any waiver
or consent under or in respect of this Factoring Agreement, the Security
Agreement, the Account Agreements and any such other documents; and (d) pay,
indemnify, and hold BLX harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement and performance of this Factoring Agreement,
the Security Agreement, the Account Agreements and such other documents (all of
the foregoing being hereinafter collectively referred to as the "indemnified
liabilities"); provided, however, that Seller shall have no obligation hereunder
to BLX with respect to indemnified liabilities arising from (i) the gross
negligence or willful misconduct of BLX, (ii) salaries and other amounts payable
by BLX to its employees in the ordinary course of business or (iii) expenses
incurred by BLX (other than those specifically enumerated in clauses (a), (b)
and (c) above) in the ordinary course of business in connection with the
performance of its obligations hereunder. In recognition of BLX's right to have
its attorneys' fees and other expenses incurred in connection with this
Factoring Agreement secured by the collateral pledged by Seller pursuant to the
Security Agreement, notwithstanding payment in full of all obligations by
Seller, BLX shall not be required to record any terminations or satisfactions of
any of BLX's liens on the collateral unless and until Seller has executed and
delivered to BLX, a general release in a form reasonably satisfactory to BLX.
Seller understands that this provision constitutes a waiver of its rights under
section 9-513 of the Uniform Commercial Code. The agreements in this Section 6
shall survive the termination of this Factoring Agreement.

7. AMENDMENTS. The provisions of this Factoring Agreement may be modified or
amended only by a written instrument duly executed on behalf of BLX and Seller
by their respective duly authorized representatives and no such amendment or
modification hereof will in any way release or diminish any guarantor's
obligations under the respective Performance Guaranties.

8. TERMINATION. This Factoring Agreement shall begin on the date hereof and,
unless sooner terminated as herein provided, terminate at 11:59 p.m. on the day
immediately preceding the second year anniversary of the date hereof (the
"Scheduled Term"), except that the Representations, warranties and covenants of
Seiler and the remedies of BLX for a breach of such Representations, warranties
and/or covenants shall survive the termination of this Factoring Agreement. Such
termination shall not affect the rights of BLX in enforcing its remedies against
Seller or any collateral upon any default by Seller hereunder or upon a

                                                                             /S/

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<PAGE>

Default under the Security Agreement. This Factoring Agreement shall be deemed
automatically renewed from year to year (the "Rescheduled Term") unless Seller
shall deliver written notice of cancellation to BLX at least 60 days but not
more than 90 days prior to the expiration date then in effect hereunder.

9. Fee. The fee to be earned by BLX for the purchase of Accounts Receivable from
Seller, as set forth in the Fee and Reimbursements Schedule attached to the
Account Agreements (the "Fee"), has been established after negotiation between
the parties based upon the delivery by Seller of not less than $200,000 per
month of approved Accounts Receivable (the "Monthly Base Sales Amount") to BLX
during each 30 day period (a "Term Month") of the Scheduled Term or Rescheduled
Term, as applicable. Seller expressly acknowledges that BLX has agreed to the
Fee in reliance upon Seller's agreement during each Term Month to deliver at
least the Monthly Base Sales Amount and that BLX would have required an
increased Fee in the event a lesser volume of approved Accounts Receivable had
been agreed to in any Term Month. Consequently, if the aggregate amount of
approved Accounts Receivable delivered by Seller to BLX during any Term Month,
whether by reason of Seller's premature termination, reduced level of sales, or
otherwise, shall be less than the Monthly Base Sales Amount, then Seller shall
pay to BLX an adjustment fee on account of such Term Month equal to (a) the
product of (i) the actual aggregate fees earned by BLX from the purchase of
Accounts Receivable from Seller for the applicable Term Month (or then expired
portion thereof) (the "Partial Fee") and (ii) a fraction, the numerator of which
is the Monthly Base Sales Amount and the denominator of which is the actual
aggregate amount of Accounts Receivable theretofore delivered by Seller in such
Term Month, less (b) the Partial Fee, provided, however if, in any Term Month,
Seller shall deliver no Accounts Receivable to BLX, then Seller shall pay to BLX
in respect of such Term Month an adjustment fee equal to the product of (c) the
Monthly Base Sales Amount and (d) a fraction, the numerator of which is the
aggregate Fees theretofore earned by BLX pursuant to this Factoring Agreement
and the denominator of which is the actual aggregate amount of Accounts
Receivable theretofore purchased by BLX pursuant to this Factoring Agreement
(the "No Delivery Fee"). If Seller shall deliver no Accounts Receivable
whatsoever to BLX under this Factoring Agreement, then Seller shall pay to BLX
an adjustment fee equal to the product of (e) the minimum Discount as set forth
in the Fee and Reimbursement Schedule of the Purchase and Sale Agreement and (f)
the total amount of Accounts Receivable committed by Seller to be delivered to
BLX under this Factoring Agreement (also a "No Delivery Fee"). Notwithstanding
anything to the contrary herein contained, this Factoring Agreement may be
terminated by BLX, in BLX's sole discretion on three (3) days written notice to
Seller if, for a period of forty five (45) days, Seller shall deliver no
Accounts Receivable to BLX for purchase as herein provided (a "No Delivery
Termination"). Upon any such No Delivery Termination, Seller shall pay to BLX
the No Delivery Fee calculated as above-provided, for each and every unexpired
Term Month remaining in the Scheduled Tel in or Rescheduled Term, as applicable.

10. NOTICES. All notices and other communications hereunder shall be deemed to
have been sufficiently given when mailed, postage prepaid, by certified or
registered mail, sent by courier or telefaxed, return receipt requested, or
confirmation of receipt requested in the case of a telefax, and the sender shall
have received such return receipt or confirmation, addressed to the party
intended to receive the same at the address herein above set forth. Each of the
parties hereto shall have the right to rely on as an original any notice given
hereunder by telefax as aforesaid.

11. SUCCESSORS, GOVERNING LAW, CONSENT TO JURISDICTION, WAIVER OF SERVICE, JURY
TRIAL WAIVER. This Factoring Agreement shall inure to the benefit of and be
binding upon the successors and assigns of the parties hereto, except that this
Factoring Agreement may not be assigned by Seller without the prior written
consent of BLX. This Factoring Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed exclusively within such state. The parties hereto mutually
agree that any legal action relating to or arising from the Factoring Agreement,
the Security Agreement, the Account Agreements or the Performance Guaranty (or
Guaranties), if any, or relating in any way to the factoring relationship
between BLX and the Seller and Guarantor(s), shall be maintained only in (a) the
Supreme Court of the State of New York, Borough of Manhattan, or (b) the federal
courts in and for the Southern District of New York (the "Courts of
Jurisdiction"), and the parties hereto expressly consent and agree, and waive
any objection, to the jurisdiction of the Courts of Jurisdiction over any such
legal action, and over the parties hereto, and to the laying of venue in any of
the Courts of Jurisdiction. The parties expressly agree that no legal action may
be maintained between or among the parties hereto other than in the Courts of

                                                                             /S/
                                       27
<PAGE>

Jurisdiction, however, nothing in this paragraph shall be construed to limit the
rights of the parties to domesticate, or otherwise pursue, any judgment obtained
in the Courts of Jurisdiction in any other court, state, territory or nation.
Furthermore, the parties hereto expressly agree to waive all otherwise
applicable statutes, rules, or other requirements relating to the service of
legal process, including, but not limited to, the service of a summons and/or
complaint, and hereby agree to accept service of process in any such legal
action pursuant solely to the notice provisions contained herein. Any such
service of legal process made pursuant to the notice provisions hereof shall be
deemed to be good and valid service, without regard for any contrary or
inconsistent statute, rule or provision. The parties hereto do hereby waive any
and all right to a trial by jury in any action or proceeding arising out of this
Factoring Agreement or any of the other Factoring Documents.

12. NONCONFORMING RECEIVABLES. If any one or more of the Accounts Receivable is
not paid by the Account Debtor(s) within 100 days from the invoice date of such
Account Receivable and such failure to pay is not the result of the insolvency
or other financial inability to pay of the Account Debtor or, if any Account
Debtor asserts that it is entitled to a deduction or otherwise asserts a
dispute, contingency, set-off or counterclaim with respect to any Account
Receivable, Seller shall reimburse BLX on demand for the Advance Amount (as
defined in the Account Agreement) with respect to such Account Receivable.
Seller shall be obligated to pay and BLX shall have the right to retain all
applicable fees earned by BLX with respect to the Account Receivable
notwithstanding Seller's obligation to reimburse BLX as set forth in this
section 12. For the purposes hereof, (i) any failure of an Account Debtor to pay
all or any portion of an invoice shall be deemed to have been for other than the
insolvency or financial inability to pay of such Account Debtor unless Seller
provides evidence to the contrary acceptable to Seller, and even if Seller
provides such evidence under clause (i) above, any failure of an Account Debtor
to pay all or part of an invoice shall be deemed to have been for a reason other
than the insolvency or financial inability of such Account Debtor if such
Account Debtor has asserted any defense, dispute, contingency, deduction, or set
off, regardless of the financial condition of such Account Debtor and therefore
shall be presumed to be the result of a breach by the Seller of one or more of
the Representations set forth in section 2 of the Account Agreement.

13. BANKRUPTCY. The parties expressly agree that in the event Seller voluntarily
files for protection pursuant to any provision of the United States Bankruptcy
Code or, in the event an involuntary petition in bankruptcy is filed against the
Seller, (a) this Factoring Agreement shall automatically terminate upon such
filing, and (b) Seller's obligations under this Factoring Agreement, the
Security Agreement, the Account Agreements and the Performance Guaranties, if
any, shall be automatically accelerated and all sums due under any provision of
the aforementioned documents shall be immediately due and payable. Following
either of the aforementioned bankruptcy filings, BLX may elect to offer
financing to the debtor-in-possession, but nothing in this paragraph shall
obligate BLX to offer or provide such financing.

14. Merger. It is understood and agreed that all understandings and agreements
heretofore had between the parties, if any, with respect to the subject matter
hereof are merged into this Factoring Agreement and the related Account
Agreements, Security Agreement and Performance Guaranties (collectively the
"Factoring Documents") which alone fully and completely express their agreement.

15. AUDIT. BLX shall be entitled in its sole discretion, upon at least two (2)
business days notice to Seller, to conduct or cause to be conducted an audit of
Seller's books and records and Seller hereby agrees to make available all
invoices, bills, bank books and account statements, cancelled checks, accounts
receivable and payable ledgers, tax returns and like financial information, and
otherwise fully to cooperate with BLX or its designated representative, in
connection therewith. Seller shall pay upon demand as set forth in the Account
Agreement(s) the cost of not more than two (2) such audits performed in any
twelve (12) month period; provided, however, that if there shall occur a Default
and this Agreement shall not be terminated by BLX, Seller shall thereafter pay
the cost of any and all such audits conducted or caused to be conducted by BLX.

16. No WAIVER. No COURSE of dealing between BLX and Seller, nor any failure or
delay by BLX to exercise any right, power or remedy under this Factoring
Agreement or under any of the other Factoring Documents shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy hereunder. The rights and remedies provided
in the Factoring Documents are cumulative and are not exclusive of any other
rights, powers or remedies now or hereafter existing at law or in equity or
otherwise.

                                                                             /S/
                                       28
<PAGE>

17. HEADINGS. The section headings set forth in bold type throughout the
Factoring Documents are included in the Factoring Documents for the convenience
of reference only and shall not constitute a part of the Factoring Documents for
any other purpose.


IN WITNESS WHEREOF, the parties hereto have executed this Factoring Agreement as
of the day and year first above written.


For: BLX Funding LLC                       For: Gulfgate Equipment, Inc.

By:                                        By: /s/ R.W. York
    ----------------------------              ------------------------------
    Mark Weinberg, CEO                        Richard W. York, CFO

                                                                             /s/


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<PAGE>


                                 ACKNOWLEDGMENT

STATE OF
COUNTY OF L.A.                     . SS:

On this day of November, 2006, before me personally came Richard W. York, to me
known, who being duly sworn, did depose and say that he resides at 5254 Corte
Bocina, #42, Camarillo, California 93012, and that he is the Chief Financial
Officer of Gulfgate Equipment, Inc., a Texas corporation, the corporation
described in and which executed the foregoing instrument, and acknowledged that
he executed the same by authority of the board of directors of said corporation
for the uses and purposes in said corporation set forth.




                                 ACKNOWLEDGMENT


STATE OF CA              :
                         :SS:
COUNTY OF: L.A.          :


On this 22ND day of November, 2006, before me personally came Richard W. York,
to me known, who being duly sworn, did depose and say that he resides at 5254
Corte Bocina, #42, Camarillo, California 93012, and that he is the Chief
Financial Officer of Gulfgate Equipment, Inc., a Texas corporation, the
corporation described in and which executed the foregoing instrument, and
acknowledged that he executed the same by authority of the board of directors of
said corporation for the uses and purposes in said corporation set forth.



/S/ Hayedeh Eftekhari
---------------------------
Notary Public


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