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Exhibit 10.15
         This Agreement is made as of the last date signed below between CLIENT
identified on the last page of this Agreement (herein called CLIENT) and METRO
FACTORS, INC. a Texas corporation with its principal place of business located
in Dallas, Texas (herein called METRO). For good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, CLIENT agrees to sell
to METRO and METRO agrees to purchase from CLIENT accounts receivable for the
sale of inventory or goods or rendering of services or labor upon the following
terms and conditions:

1.   DEFINITIONS
     1.1. CUSTOMER. That person or business entity legally obligated to pay an
          INVOICE sold and/or assigned by CLIENT to METRO.
     1.2. INVOICE. Any right to payment for the sale of inventory or goods or
          the rendering of services or labor by CLIENT.
     1.3. ELIGIBLE INVOICE. An INVOICE that complies with all representations,
          warranties, and covenants of this Agreement, is not more than ninety
          (90) days old from the original date of such INVOICE, and is within
          approved credit limits pursuant to Paragraph 3 of this Agreement, and
          is due from a CUSTOMER whose debt to METRO which is more than ninety
          (90) days from the date of INVOICE does not exceed 25.0% of such
          CUSTOMER'S total debt to METRO.
     1.4. RECOURSE BASIS. The purchase of INVOICES from CLIENT by METRO wherein
          CLIENT retains the risk of non-payment of an INVOICE by a CUSTOMER for
          any reason whatsoever.
     1.5. DISPUTE. Any defense, dispute, offset, or claim asserted by a CUSTOMER
          with respect to an INVOICE.
     1.6. NET CASH EMPLOYED. The total outstanding and unpaid face amount of
          INVOICES purchased by METRO from CLIENT minus CLIENT'S RESERVE FUND on
          the day such figure must be determined.
     1.7. MAXIMUM NET CASH EMPLOYED. The NET CASH EMPLOYED shall not exceed
          $2,000,000.
     1.8. UCC. Any word or phrase used in the Uniform Commercial Code of Texas
          ("UCC") and not defined in this Agreement has the meaning given to the
          word or phrase in the UCC.
     1.9. SOLVENT. As the term relates to CLIENT, the ability of CLIENT to pay
          its debts in a manner that does not have a material adverse effect
          upon CLIENT'S performance of all its obligations to CUSTOMERS whose
          INVOICES have been sold to METRO by CLIENT or in which METRO has a
          security interest that will, or reasonably may prevent or
          significantly delay the payment of such INVOICES within the terms of
          such INVOICES.

2.   SALE OF ACCOUNTS. In CLIENT'S sole discretion, CLIENT shall determine the
     INVOICES that are to be offered for sale to METRO; however if any INVOICES
     of a particular CUSTOMER are offered for sale to and purchased by METRO.
     Which such purchases will not be unreasonably refused by METRO, CLIENT
     agrees to offer for sale to METRO all INVOICES due form respective CUSTOMER
     provided that CLIENT may elect at the time of offer for sale to METRO for
     METRO to purchase such INVOICES on a non-advance basis and shall so
     designate by submitting such INVOICES to METRO on a separate schedule of
     assignment and under a separate account number established for such
     purpose. INVOICES purchased by METRO on a non-advances basis shall be
     subject to a reduced commission rate (see Paragraph 5.2) and an increased
     RESERVE FUND requirement (see Paragraph 6). All such INVOICES offered for
     sale to METRO shall be identified by separate and subsequent written
     assignments in a form approved by METRO, which form shall include, but not
     be limited to, all forms of electronic transfers. METRO shall delete from
     such assignments any INVOICES not purchased by METRO and return a copy of
     such assignment to CLIENT with such deletions so marked. CLIENT will
     immediately upon sale of INVOICES to METRO make proper entries on its books
     and records disclosing the absolute sale of all such INVOICES to METRO. All
     INVOICES purchased by METRO from CLIENT constitute a sale of accounts and
     legal and equitable title to said INVOICES shall pass to METRO. All
     ELIGIBLE INVOICES for which a fully completed assignment to METRO is
     received by METRO by 11:00 a.m. on any given BANKING DAY shall be included
     by METRO on the immediately following BANKING DAY and thereafter for
     purposed of determining the amount of funds available to be received by
     CLIENT as an ADVANCE. METRO shall make all reasonable efforts to initiate,
     by 12:00 noon of a BANKING DAY, a wire transfer to CLIENT of all funds
     available to CLIENT which have been requested by CLIENT by 10:00 a.m. of
     the day CLIENT desires such wire transfer to be made.

3.   CREDIT APPROVAL. METRO reserves the right to approve credit of any CUSTOMER
     prior to the purchase of any INVOICE due from such CUSTOMER. METRO may, but
     shall not be obligated to, establish maximum credit limits upon any
     CUSTOMER. METRO may withdraw any credit approval at any time before
     delivery or performance by CLIENT. All INVOICES are purchased by METRO on a
     RECOURSE BASIS.


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4.   ADVANCES (NET CASH EMPLOYED). CLIENT shall have the right at any time to be
     advanced funds from METRO in an amount up to 80.0% of the total face amount
     of outstanding and unpaid INVOICES purchased from CLIENT by METRO, subject
     to the adequacy of the RESERVE FUND as provided herein. INVOICES offered
     for sale to METRO on a non-advance basis will not be considered for
     purposes of this paragraph.

5.   INTEREST, FEES, AND EXPENSES.

     5.1. INTEREST ON NET CASH EMPLOYED. CLIENT agrees to pay interest to METRO
          upon the NET CASH EMPLOYED at an annual rate equal to the lessor of
          the BASE LENDING RATE plus 1.5% or the maximum rate allowed by
          applicable state or federal law. Such interest shall be calculated on
          a daily basis upon a year consisting of 360 days and shall be due and
          payable daily as it accrues. BASE LENDING RATE as used herein shall be
          the BASE LENDING RATE from time to time announced by KeyBank National
          Association, Cleveland, Ohio on the date such BASE LENDING RATE must
          be determined. Each change in the BASE LENDING RATE shall be effective
          without notice to CLIENT on the date on which a change in the BASE
          LENDING RATE shall have been made by the bank. The bank charges its
          customers interest at rates at, above, or below its BASE LENDING RATE.
          The BASE LENDING RATE of KeyBank National Association is currently
          4.75%. For purposes of calculating interest, CLIENT'S account shall be
          credited with payments received by METRO relating to CLIENT after
          allowance of three (3) banking days (Collection Days). In no event
          shall the rate charged by METRO exceed the maximum rate of interest
          permitted by applicable state or federal law. All sums of money which
          shall not be paid to METRO by CLIENT when due, including deficiencies
          in the RESERVE FUND, shall bear interest at the highest rate allowed
          by law from such due date until paid in full. In an EVENT OF DEFAULT
          and for so long as an EVENT OF DEFAULT persists, METRO may increase
          the interest rate upon the NET CASH EMPLOYED up to the highest rate
          allowed by law which rate is presently 18.0% per annum. Any delay in
          the election to increase such interest rate shall not be deemed a
          waiver of METRO'S right to do so at any time subsequent to an EVENT OF
          DEFAULT. On any day the balance of the CLIENT'S RESERVE FUND exceeds
          the balance of unpaid INVOICES which have been sold to METRO and not
          repurchased from METRO by CLIENT, METRO shall pay CLIENT interest on
          such excess balance at an annual rate equal to the BASE LENDING RATE
          minus 2.0%.

     5.2. FACTOR'S COMMISSION. CLIENT agrees to pay METRO a base commission
          equal to .75% of the face amount of INVOICES purchased by METRO from
          CLIENT as consideration for METRO'S services in, among other things,
          making credit investigations, supervising the ledgering and collection
          of INVIOCES purchased hereunder, generation of management accounting
          reports, and assuming the CREDIT RISK when applicable. Such commission
          shall be due and payable at the time such INVOICES are purchased and
          shall be deducted from any sums otherwise due CLIENT. Beginning with
          the 43rd day from date of INVOICE an additional commission of .1% will
          be due for each ten (10) day period or part thereof that an INVOICE
          purchased by METRO remains unpaid to METRO. The minimum commission
          hereunder shall be $5,000 per calendar month or part thereof. For any
          INVOICES issued on terms greater than "Net 31 days," the base
          commission shall be increased by 25.0% for each fifteen (15) day
          period or part thereof that the terms exceed thirty (30) days;
          provided however, that METRO'S prior written consent to terms
          exceeding thirty-one (31) days shall be obtained by CLIENT.
          Notwithstanding anything to the contrary herein, the base commission
          shall be .5% of the face amount of each INVOICE purchased by METRO
          from CLIENT which is outstanding as of the effective date of this
          Agreement. Notwithstanding anything to the contrary herein, for those
          INVOICES offered for sale to METRO on a non-advance basis the
          commission shall be .2% of the face amount of such INVOICES.

     5.3. PROCESSING FEES. CLIENT agrees to pay METRO processing fees as
          follows:

          5.3.1. $.50 per INVOICE purchased by METRO hereunder. CLIENT agrees to
                 an adjustment of such processing fee equivalent to an
                 adjustment of postage rates , if any, established by the
                 United States Postal Service. Notwithstanding anything to
                 the contrary herein, METRO waives the per INVOICE fee for
                 each INVOICE purchased from CLIENT which is outstanding as
                 of the effective date of this Agreement.

          5.3.2. Expedited delivery fees (Federal Express, Express Mail, wire
                 transfers @ $15 each, etc.) incurred by METRO on behalf of
                 CLIENT.


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          5.3.3. $30 per month for tax lien searches on CLIENT in jurisdictions
                 relevant to CLIENT.

          5.3.4. Fees and expenses incurred by METRO for public records search
                 and filing fees (UCC-3 Amendment(s), Continuation(s), etc.)

          5.3.5. 1.0% of the amount of any increase of the MAXIMUM NET CASH
                 EMPLOYED as stated herein.

     5.4. INITIAL SETUP FEE. CLIENT agrees to pay to METRO an origination fee of
          N/A % of the MAXIMUM NET CASH EMPLOYED and to reimburse METRO for fees
          and expenses incurred by METRO in the negotiations and preparation of
          this Agreement. If METRO uses an attorney who is full-time employee of
          METRO to perform legal services beyond basic documentation such
          attorney's time shall be charged at the rate of $150 per hour.

     5.5. FIELD REVIEW FEES AND EXPENSES. METRO shall perform two (2) scheduled
          field reviews at CLIENT'S place of business each twelve (12) months.
          CLIENT shall pay METRO $500 per review plus reasonable expenses of the
          reviewer's travel, lodging, and meal incurred in connection therewith,
          if any.

     5.6. All fees and expenses in this Agreement except the BASE LENDING RATE
          shall be adjusted on each anniversary date of this Agreement in
          conformance with increases in "The Consumer Price Index for All Urban
          Consumers (CPI-U_ for the U.S. City Average of All Items, 1982-84=
          100" (herein called CPI) on an unadjusted seasonal basis over such CPI
          for the month in which the effective date of this Agreement occurs.

6.   RESERVE FUND. METRO may reserve and withhold from any payments or credits
     otherwise to be made to CLIENT an amount in a RESERVE FUND equal to 20.0%
     of the total outstanding and unpaid face amount of INVOICES purchased by
     METRO from CLIENT which are ELIGIBLE INVOICES and 100.0% of all such
     INVOICES which are not ELIGIBLE INVOICES or which are purchased by METRO on
     a non-advance basis. Any under payments on INVOICES due to a DISPUTE shall
     be debited to the RESERVE FUND and any over payments on INVOICES to which
     CLIENT shall be legally entitled shall be credited to the RESERVE FUND.
     METRO may charge to such RESERVE FUND any indebtedness of CLIENT to METRO.
     CLIENT shall be obligated to pay METRO deficiencies, if any, in such
     RESERVE FUND. METRO may withhold such additional amounts in the RESERVE
     FUND as it may commercially reasonably deem necessary to cover and provide
     for any DISPUTES, unpaid INVOICES which are more than ninety (90) days old,
     any other present or potential indebtedness of CLIENT to METRO. RESERVE
     FUNDS in excess of those necessary to satisfy the above requirements shall
     be available to be advanced to CLIENT as CLIENT so instructs METRO.

7.   HOLD IN TRUST. If any payment of any INVOICES purchased by METRO shall be
     received by CLIENT from a CUSTOMER, such payment shall be held by CLIENT in
     trust for METRO, separate and apart from CLIENT'S own funds, and shall be
     immediately delivered to METRO in identical form in which it was received.
     Failure to so deliver said payment shall give METRO, at its option, the
     right to terminate this Agreement provided that METRO has a reasonable
     basis to believe that such failure to so deliver such payment to METRO was
     intentional and/or resort to the collection of said sums due from the
     RESERVE FUND and/or other balances or credits otherwise due to or held for
     CLIENTS by METRO with notice to CLIENT or to demand immediate payment from
     CLIENT by cash or cashier's check. Should CLIENT come into possession of a
     payment comprised of amounts owing to both METRO and CLIENT, CLIENT shall
     remit such payment in the identical form in which it was received to METRO
     and METRO shall refund CLIENT'S portion directly to CLIENT or credit
     CLIENT'S RESERVE FUND with CLIENT'S portion thereof when such check has
     cleared the bank upon which it was drawn. Without waiving any other right
     of METRO hereunder, METRO may charge CLIENT a service fee of up to 15.0% of
     the amount of any INVOICES for which payments due to METRO are not remitted
     by CLIENT as herein provided, but in no event not less than $25.

8.   SETTLEMENT OF DISPUTE. CLIENT shall at its own expense settle all DISPUTES.
     If an EVENT OF DEFAULT exists which has not been cured within the cure
     period, if any, designated herein, METRO shall have the right to settle or
     litigate any DISPUTE directly with the CUSTOMER or other cliamant and METRO
     may charge to CLIENT'S RESERVE FUND any deficiencies, costs, and expenses
     including reasonable attorneys' fees incurred in connection with such
     DISPUTE. In the event of a DISPUTE or other breach of warranty hereunder as
     to any INVOICE, METRO may in its discretion immediately or at such time as
     METRO may


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     elect, charge the unpaid balance of the related INVOICE (or an DISPUTED
     portion thereof) to CLIENT'S RESERVE FUND and such charge to CLIENT'S
     RESERVE FUND shall be deemed to be a reassignment of such INVOICE to
     CLIENT, subject to METRO'S retention of its security interest.
     Notwithstanding anything to the contrary herein, METRO shall give at least
     ten (10) days prior notice to CLIENT of the terms of any proposed
     settlement during which time CLIENT shall have the opportunity to pay the
     full amount of such settlement in immediately available funds.

9.   REPURCHASE OF UNPAID INVOICES. If any INVOICE purchase by METRO remains
     unpaid for any reason ninety (90) days after date of such INVOICE or sooner
     if in METRO'S sole discretion such INVOICE is determined to be
     uncollectible, CLIENT agrees to repurchase such INVOICES from METRO at the
     full face amount of such INVOICE. In any event, if more than 25.0% of a
     CUSTOMER'S account is unpaid after ninety (90) days from dates of the
     respective INVOICES, CLIENT agrees to repurchase the entirety of such
     account.

10.  ACCOUNT STATED. All transactions between METRO and CLIENT shall be recorded
     by METRO and statements of such transactions shall be regularly supplied to
     CLIENT. Such statement shall be deemed an ACCOUNT STATED unless METRO
     received writtent notice from CLIENT of any specific exception thereto
     within sixty (60) days after date of receipt by CLIENT of such statement.

11.  WARRANTIES, REPRESENTATIONS, AND COVENANTS OF CLIENT. As an inducement for
     METRO to enter into this Agreement, and with full knowledge that the truth
     and accuracy of the WARRANTIES, REPRESENTATIONS, AND COVENANTS in this
     Agreement are being relied upon by METRO, CLIENT warrants, represents
     and/or covenants that (a) CLIENT is properly licensed and authorized to
     operated its business under all applicable state and federal laws in the
     name and/or trade name designated for CLIENT at the end of this Agreement;
     (b) CLIENT'S business is solvent; (c) Each of CLIENT'S CUSTOMER'S business
     is solvent to the best of CLIENT'S knowledge and belief; (d) CLIENT has
     good and clear title to the INVOICES sold and/or assigned to METRO and to
     all property in which a security interest is granted to METRO herein; (e)
     Assignment to METRO of each INVOICE purchased by METRO hereunder will
     thereby vest absolute ownership of such INVOICE in METRO free from any
     liens, claims, security interests, or equities of third parties; (f) Each
     INVOICE shall, on the date of assignment, be based upon a bona fide
     rendering of services or sale of goods or products by CLIENT and shall be
     valid and enforceable obligation of the CUSTOMER who is designated to be
     invoiced upon the face of the INVOICE; (g) To the best of CLIENT'S
     knowledge, such INVOICE shall be accepted and retained by the CUSTOMER
     without assertion of any DISPUTE and CLIENT agrees to immediately notify
     METRO in writing of any DISPUTE which may adversely affect payment of any
     INVOICE assigned or sold to METRO whether such DISPUTE exists at the time
     such INVOICE is sold to METRO or arises thereafter; (h) Other than as a
     shareholder of less than 5.0% of a publicly traded company, neither CLIENT
     nor any employee, officer, director, agent, shareholder, or owner of
     CLIENT, owns, controls, or in any way whatsoever exercises dominion over
     the business of any CUSTOMER, the INVOICES of which are sold hereunder to
     METRO; (i) That no INVOICE (or the goods or services related thereto) sold
     to METRO hereunder is subject to or affected by any of the following types
     of agreement: consignment, sale on approval, conditional sale, guaranteed
     sale, sell or return, buy-back, bill and hold, or any similar type of
     agreement however named nor is there any debt owing by CLIENT to any
     CUSTOMER related to any INVOICE sold to METRO hereunder; (j) All financial
     records, statements, books, or other documents relating to business of
     CLIENT which are supplied to METRO by CLIENT or any of its authorized
     representatives, either before or after the signing of this Agreement, are
     true and accurate; (k) CLIENT will not transfer, pledge, or give a security
     interest in any of its INVOICES to any other party during the life of this
     Agreement; (l) CLIENT will not change or modify that payment terms of the
     original INVOICE unless METRO first consents in writing to such change; (m)
     CLIENT will not permit a lien or encumbrance to be created upon any of this
     invoices sold and/or COLLATERAL pledged herein to METRO except those to
     which METRO consents in writing; (n) CLIENT will maintain such insurance
     covering CLIENT'S business and/or property of CLIENT'S CUSTOMERS as is
     customary or required by law for businesses similar to the business of
     CLIENT and if reasonably deemed necessary for the protection of METRO'S
     interest in any INVOICES or other COLLATERAL CLIENT shall name METRO as a
     loss payee of any such insurance; (o) CLIENT will promptly notify METRO in
     writing of any proposed or actual change in its owners, officers, and/or
     directors, location of its principal offices, location of the office in
     which books and records concerning INVOICES and COLLATERAL are kept, change
     of the CLIENT'S name, death of any co-owner, any sale or purchase of assets
     of CLIENT out of the regular course of CLIENT'S business, any other
     material change in the business or financial affairs of CLIENT; (p)CLIENT
     will promptly pay all sums due MERO when due or declared due; (q) Each
     INVOICE sold and/or assigned to METRO is genuine and in all respects what
     it proports to be an is not a duplicate of another INVOICE covering


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     the same charges nor ahs it been invoiced directly by CLIENT to CUSTOMER
     unless a special written agreement is entered into by CLIENT with METRO
     concerning the terms of purchase of such INVOICES; (r) CLIENT will fully
     cooperate with METRO in any litigation between METRO and a CUSTOMER
     relating to INVOICES purchased and/or assigned to METRO hereunder,
     including but not limited to furnishing at CLIENT'S expense any witnesses
     (other than METRO'S employees) and documentation which is or should be
     under CLIENT'S control; (s) CLIENT will promptly pay when due all federal
     state and local taxes and will immediately notify METRO in writing if any
     such taxes are not paid when due; (t) CLIENT will immediately notify METRO
     of the filing of any Federal Tax Lien or Levy or if any agreement is made
     with any taxing authority to pay out any due and unpaid taxes; (u) CLIENT
     will immediately notify METRO of the filing of any petition of bankruptcy
     by or against CLIENT, the composition of CLIENT'S creditors, or the
     appointment of a trustee or receiver for CLIENT'S business; (v) CLIENT will
     immediately notify METRO of any change, or intent to change, the nature of
     its business as it relates to the products or services presently sold to
     CUSTOMERS.

12.  CHANGE IN OWNERSHIP. METRO shall have the right to immediately terminate
     this Agreement if control of CLIENT'S ownership changes subsequent to the
     execution of this Agreement.

13.  INVOICING REQUIREMENTS. CLIENT further represents, and/or covenants that
     all INVOICES submitted for sale to METRO shall be presented to METRO within
     thirty (30) days after the sale of inventory or goods or the rendering of
     services or labor related to such INVOICE and shall conform to the
     following requirements:

     13.1. Be the original INVOICE (unless special written arrangements are made
           for METRO to purchase INVOICES, the originals of which have already
           been delivered to CUSTOMER).

     13.2. Be accompanied by as many additional copies as are required by
           CUSTOMER plus one (1) file copy to be retained by METRO.

     13.3. Be legible.

     13.4. Clearly state CLIENT'S full legal name, physical principal business
           address, type of entity, if applicable, and the state in which such
           entity is organized, if applicable (NOTE: In addition, CLIENT'S duly
           registered assumed or fictitious name may be reflected)

     13.5. Clearly state the full legal name and address of CUSTOMER and the
           party to whom such INVOICES is to be mailed.

     13.6. If requested by METRO, be accompanied by the original purchase order
           and/or contract and any amendments or modifications thereof, signed
           bills of lading (if any), or proof of delivery and acceptance signed
           by CUSTOMER.

     13.7. Be attached to any supporting information or documentation required
           by CUSTOMER as a precondition to payment. (NOTE: Copies of any
           and all such documentation shall also be attached to METRO'S file
           copy of the related INVOICE).

     13.8. Be stamped or imprinted with a notice of sale of such INVOICE to
           METRO with instructions to remit payment directly to METRO in
           language approved by METRO.

     13.9. Except as METRO may otherwise consent in writing, the terms of
           CUSTOMER'S payment of INVOICES shall be "Net 31 days" or less.

     13.10. CLIENT shall timely issue credit memos when appropriate and
            immediately deliver two (2) copies of such credit memos to METRO,
            one (1) of which will be mailed by METRO to the related CUSTOMER.

     13.11. Be verifiable by the CUSTOMER to METRO'S satisfaction.

14.  EVENT OF DEFAULT. CLIENT shall be in default of this Agreement upon the
     happening of any of the following events (herein called EVENT OF DEFAULT):
     the breach of any warranty, covenant, or representation made herein or in
     connection herewith, whether written or oral, the filing of an involuntary
     petition of bankruptcy


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     against CLIENT, or the filing of a voluntary petition in bankruptcy by
     CLIENT. CLIENT will give METRO at least forty-eight (48) hours advance
     notice of the filing of any voluntary petition of bankruptcy by CLIENT.

15.  REMEDIES. Upon the occurrence of an EVENT OF DEFAULT, and at any time
     thereafter, METRO may elect to declare any and all indebtedness hereby
     secured immediately due and payable; provided however that CLIENT shall
     have ten (10) days from the date of written notice by METRO of such EVENT
     OF DEFAULT to cure such EVENT OF DEFAULT; provided however, that there
     shall be no prior notice required or period in which to cure an EVENT OF
     DEFAULT if METRO has a commercially reasonable basis to believe that CLIENT
     is engaged in fraudulent conduct. METRO shall be entitled to all rights and
     remedies of a Secured Party under the Uniform Commercial Code of Texas as
     presently existing or hereafter amended, including the right to enter upon
     the premises where any COLLATERAL is located and take immediate possession
     of such COLLATERAL and remove same from such premises. To the extent deemed
     reasonably necessary by METRO to aid in the collection of its collateral,
     METRO shall have the right to use any computer hardware or software used by
     CLIENT pertaining to its accounts receivable. METRO shall be entitled to
     avail itself of all such other rights and remedies as may now or hereafter
     exist at law or in equity for collection of said indebtedness and the
     enforcement of the covenants, warranties, and representations herein and
     the resort to any one or combination of such remedies provided hereunder
     shall not prevent the concurrent or subsequent employment of any other
     appropriate remedy. CLIENT shall be liable to METRO for any deficiencies
     after foreclosure of METRO'S security interest herein. The waiver by METRO
     of the breach of any term of this Agreement or the compliance therewith
     shall not be construed as a waiver of any subsequent breach or compliance.
     CLIENT agrees to reimburse METRO for any out-of-pocket expenses include,
     but not limited to, reasonable attorney's fees, court costs, expenses of
     litigation, and auditor's fees incurred by METRO as a result of an EVENT OF
     DEFAULT or in connection therewith. METRO'S in-house general counsel's time
     shall be billed at the rate of $1500 per hour and in-house auditor's time
     shall be billed at $500 per day or part thereof.

16.  JURISDICTION, VENUE, WAIVER OF JURY TRIAL, AGENT FOR SERVICE OF PROCESS.
     CLIENT agrees that this Agreement is accepted and made in the State of
     Texas and is subject to the laws of the State of Texas and that all sums
     due hereunder are payable in the State of Texas. CLIENT subjects itself to
     the jurisdiction of the courts of the State of Texas and agrees that venue
     shall be in Dallas County, Texas for the purpose of enforcement of this
     Agreement. Recognizing the inherent delays of jury trials and desiring a
     speedy resolution of any litigation between CLIENT and METRO, CLIENT WAIVES
     ITS RIGHT TO TRIAL BY JURY and agrees to submit all disputed issues to the
     judge of the court in which any litigation is pending. In the event CLIENT
     has no agent appointed for the service of process in the State of Texas,
     CLIENT authorizes service upon the Secretary of the State of Texas on its
     behalf, provided that METRO has made reasonable efforts to effect personal
     service upon CLIENT.

17.  SECURITY INTEREST. METRO, in addition to the outright ownership of those
     INVOICES purchased form CLIENT hereunder, is hereby granted a continuing
     security interest in all of CLIENT'S presently owned and existing and
     hereafter acquired and arising accounts, chattel paper, inventory,
     equipment, instruments (including promissory notes), investment property,
     documents, deposit accounts, letter-of-credit rights, general intangibles,
     supporting obligations, and to the extent not listed above as original
     collateral, proceeds and products of the foregoing. All of the foregoing is
     sometimes collectively called herein COLLATERAL. Such security interest in
     such COLLATERAL is to be security for any and all obligations or
     indebtedness of any kind, direct or indirect, absolute or contingent, owing
     by CLIENT to METRO however incurred or evidenced and however and whenever
     same shall arive or have arisen. Notwithstanding anything to the contrary
     herein, METRO'S security interest shall be subject to the terms and
     conditions of that certain Intercreditor Agreement by and among CLIENT,
     METRO, and John R. Folkerth.

18.  FINANCIAL STATEMENTS, BOOKS AND RECORDS, AND RIGHT OF INSPECTION. As often
     as such are prepared, but no less than within sixty (60) days after the
     close of each quarter , CLIENT shall furnish METRO with a copy of CLIENT'S
     most recent profit and loss statement and balance sheet. Within ninety (90)
     days after the close of each fiscal year, CLIENT shall furnish METRO with a
     profit and loss statement and balance sheet as of the close of such fiscal
     year, prepared and signed by a certified public accountant. CLIENT agrees
     to timely furnish METRO such additional financial information, as METRO
     shall request. CLIENT agrees to provide METRO by the 10th day of each month
     a detailed accounts receivable aging reflecting all open and unpaid
     INVOICES for all non-factored CUSTOMERS as of the last day of the
     immediately preceding month. METRO and METRO'S agents shall have the right
     at all times between the hours of 8:00 a.m. and 6:00 p.m.


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     Monday through Friday to examine and make extracts from all books and
     records of CLIENT. Failure to comply with this paragraph may at METRO'S
     discretion be deemed an EVENT OF DEFAULT.

19.  INDEMNITY. All taxes and governmental charges imposed upon CLIENT with
     respect to the sale of inventory or goods or the rendering of services or
     labor by CLIENT shall be the sole responsibility of CLIENT and CLIENT shall
     indemnify and hold METRO harmless from and against all liabilities for any
     acts or omissions of CLIENT.

20.  NON-ASSIGNABILITY BY CLIENT; ASSIGNABILITY BY METRO. CLIENT may not assign
     any of its rights or obligations hereunder without METRO'S prior written
     consent; however, METRO may assign any of its rights and remedies with
     respect to CLIENT, including METRO'S rights in all INVOICES purchased
     hereunder and all COLLATERAL described herein as security for loans to
     METRO.

21.  AGREEMENT BINDING. This Agreement shall be binding upon CLIENT and METRO,
     their heirs, successors, and assigns.

22.  SEVERABILITY. The provisions of this Agreement are severable and if any of
     these provisions shall be held by any court of competent jurisdiction to be
     unenforceable such holdings shall not affect or impari any other provisions
     hereof.

23.  ENTIRE AGREEMENT. It is expressly acknowledged and agreed by CLIENT that
     (a) No representations have been made whether oral or written, except as
     expressly set forth in this Agreement or in a writing signed by a corporate
     officer of METRO, or (b) If any such representations have been made and are
     not expressly set forth herein, that any such representations have no
     binding effect whatsoever. CLIENT has not relied on any inducement to enter
     into this Agreement except as wholly set forth herein or as communicated in
     writing by a duly constituted and authorized corporate officer of METRO.
     This Agreement may only be changed, modified, supplemented or amended by a
     written document signed by all parties hereto. This Agreement may be signed
     in any number of counterparts, each of which when so executed shall be
     deemed to constitute one and the same agreement, whether signed and
     delivered via facsimile or otherwise.

24.  NOTICES. Notices from either party to the other shall be given in writing
     and delivered via facsimile and/or mailed postage prepaid, registered or
     certified mail, or placed in the hands of a national overnight delivery
     service addressed to the addresses set forth at the end of this Agreement,
     or at such other address as either party may advise the other in writing.
     If mailed, notice shall be deemed to have been received three (3) days
     after the date of the postmark. Otherwise, notice shall be deemed to be
     received upon actual receipt thereof, and if via facsimile, a confirmation
     thereof shall constitute acknowledgement of receipt thereof.

25.  ACCEPTANCE, TERM, AND TERMINATION. This Agreement will become effective
     when accepted by METRO as evidenced by signature of any duly authorized
     officer of METRO, shall continue for a term of one (1) year hereafter (the
     "Initial Term") , and shall be automatically renewed thereafter for
     successive periods of one (1) year (the "Renewal Term") unless terminated
     as provided herein. METRO and CLIENT shall have the right to terminate this
     Agreement at the end of the Initial TERM or at the end of any Renewal Term
     by giving the other at least ninety (90) days prior written notice of such
     intended termination. Notwithstanding the foregoing, CLIENT shall have the
     right to terminate this Agreement (a) at any time prior to the end of the
     Initial Term or any Renewal Term by giving METRO at least five (5) business
     days prior written notice CLIENT'S intent to terminate and by paying to
     METRO, for loss of the bargain and not as a penalty, an early termination
     fee equal to the greater of (i) $5,000 or (ii) 50.0% of the average monthly
     total commission and interest paid by CLIENT to METRO during the six (6)
     calendar months (or part thereof if less than six (6) calendar months has
     elapsed from the effective date of this Agreement to the termination date)
     immediately preceding the termination date multiplied by the number of
     calendar months or part thereof remaining from the termination date to the
     end of the respective TERM hereof or (b) without an early termination fee
     if CLIENT'S Lowe's Master Standard Buying Agreement in effect as of the
     effective date of this Agreement as same may be from time to time amended,
     modified, restated, or substituted for is terminated by Lowe's Companies,
     Inc. provided that METRO has been paid aggregate commissions pursuant to
     this Agreement of at least $50,000 as of the date of termination of this
     Agreement and provided that CLIENT gives METRO written notice of such
     intended termination at least thirty (30 ) days prior to such intended
     termination date. If CLIENT ceases to offer for sale to METRO any INVOICES
     for a continuous period of thirty (30) days or more, METRO may deem such
     action as notice of early termination by CLIENT. Such early termination fee
     shall be in addition to the NET CASH


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     EMPLOYED and all unpaid fees and expenses due to METRO as of the
     termination date. Notwithstanding any such termination notice, CLIENT shall
     have no right to terminate this Agreement until all obligations (direct or
     contingent) owing by CLIENT to METRO hereunder or otherwise shall have been
     paid in full, whether or not such obligations are due or are to become due
     in the future and CLIENT and any guarantors of CLIENT, may request have
     executed and delivered to METRO a general release in a form reasonably
     satisfactory to METRO by which METRO and all its owners, directors,
     officers, employees, and agents shall be released of any liability to
     CLIENT and CLIENT'S guarantors for any acts or omissions in relation to
     this Agreement and any other Agreement related to CLIENT. Upon the
     occurrence of an EVENT of DEFAULT which is not cured within the applicable
     cure period, if any, METRO may at METRO'S election consider such occurrence
     an anticipatory repudiation of this Agreement and/or immediately terminate
     this Agreement as to future transactions. No termination of this Agreement
     shall in any way affect or impair any right of METRO arising prior thereto
     or by reason thereof, nor shall any such termination relieve CLIENT or any
     of its guarantors of any obligation to METRO under this Agreement or
     otherwise until all of said obligations are fully paid and performed, nor
     shall any such termination affect any right or remedy of METRO arising from
     any such obligation, and all agreements, warranties, representations, and
     covenants of CLIENT or its guarantors shall survive termination. In the
     event that CLIENT shall have breached any provision of this Agreement or if
     notice of termination is given by either party, the RESERVE FUND and any
     other balances or credits otherwise due by METRO to CLIENT may be retained
     and applied by METRO from time to time upon any indebtedness then or
     thereafter due from CLIENT and the RESERVE FUND may at METRO'S discretion
     upon such breach or notice of termination, be increased to an amount equal
     to the then total unpaid face amount of all INVOICES purchased by METRO
     hereunder and other present or potential indebtedness of CLIENT to METRO,
     whether matured or unmatured. In such an event, as the RESERVE FUND exceeds
     all present and potential indebtedness of CLIENT to METRO, METRO shall
     remit such excess to CLIENT upon request by CLIENT.

26.  POWER OF ATTORNEY. In order to carry out this Agreement, CLIENT irrevocably
     appoints METRO, or any authorized designee of METRO, as CLIENT'S special
     attorney-in-fact with power:

     26.1. To delete CLIENT'S addresses on all INVOICES sold and/or assigned to
           METRO by CLIENT and insert METRO'S address in its place.

     26.2. To receive, accept, open and dispose of all mail addressed to CLIENT
           which may come into METRO'S possession. METRO will timely forward to
           CLIENT all mail other than checks and remittance advices.

     26.3. To endorse the name of CLIENT on any checks or other instruments or
           evidence of payment that may come into the possession of METRO on
           INVOICES purchased by METRO from CLIENT or in which CLIENT has
           granted METRO a security interest.

     26.4. In CLIENT'S name, or otherwise, to demand, sue for, collect and
           obtain released for any and all monies due or to become due on
           INVOICES purchased by METRO from CLIENT or in which CLIENT has
           granted METRO a security interest.

     26.5. To compromise, prosecute or defend any action, claim or proceeding as
           to INVOICES purchased by METRO from CLIENT or in which CLIENT has
           granted METRO a security interest.

     26.6. To notify, direct or instruct CLIENT'S CUSTOMER in CLIENT'S name of
           the proper remittance address and of procedures for making payment on
           any INVOICES that are sold to METRO by CLIENT or in which CLIENT has
           granted METRO a security interest.

     26.7. To execute on CLIENT'S behalf and file such UCC financing statements
           as METRO may deem necessary in order to perfect and maintain the
           security interests granted by CLIENT in accordance with this and ant
           other agreement between CLIENT and METRO, and CLIENT further agrees
           that METRO may file this Agreement or a copy thereof as such UCC
           financing statement.

     26.8. To do any and all things in CLIENT'S name necessary and proper to
           carry out the purposes intended by this Agreement.

27.  This Agreement includes all assumed names, tradestyles, and divisions of
     CLIENT unless specifically agreed to in writing by METRO. Further,
     notwithstanding anything herein to the contrary, this Agreement is
     condi-


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     tioned upon there being not substantial change in the nature of CLIENT'S
     business, which is presently the manufacturing and retailing of power
     woodworking tools and related products.

28.  This Agreement is contingent upon the delivery of the Validity Guaranty
     Agreements of John Randolph Folkerth, Sr. and Robert L. Folkerth and
     ancillary documentation to METRO, all in a form approved by METRO.

29.  CLIENT WARRANTS AND REPRESENTS TO METRO THAT CLIENT HAS READ THIS AGREEMENT
     IN ITS ENTIRETY PRIOR TO SIGNING ANG THAT PRIOR TO SIGNING THIS AGREEMENT
     ALL BLANKS WERE FILLED IN (EXCEPT FOR DATES AND SIGNATURES) AND ALL
     ALTERATIONS OF THIS AGREEMENT WERE INITIALED BY CLIENT.



CLIENT: SHOPSMITH, INC. (an Ohio corporation)

By: /s/ Robert Folkerth

Robert L. Folketh, President

Date Signed: 12/27/01

Physical Address: 6530 Poe Avenue, Dayton, Montgomery County, Ohio 45414

Mailing Address: Same

Attested By: /s/ John R. Folkerth

John R. Folkerth, Chairman

METRO FACTORS, INC.

By: /s/Richard Vong

Its: President

Date Signed: 12/30/01

Physical Address: 8144 Walnut Hill Lane, Suite 900, Dallas, Dallas County, Texas
75231-4316

Mailing Address: P.O. Box 38604, Dallas, Dallas County, Texas 75238

Attested By: /s/ Laura Kelley

Laura Kelley, Assistant Secretary





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