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                                                                    EXHIBIT 4.9


                        FACTORING AND SECURITY AGREEMENT

      THIS FACTORING AND SECURITY AGREEMENT is made as of the 14th of May, 2004
by and between STEELBANK INC. ("Seller") and GREENFIELD COMMERCIAL CREDIT,
(CANADA) INC. ("Purchaser").

   1. DEFINITIONS. The following terms used herein shall have the following
meaning:

            1.1. "ACCOUNT" - an account receivable arising under a contract
   between one or more persons and the Seller for the supply by the Seller of
   goods or other materials, services, or a combination of goods or other
   materials and services, as more particularly described in a Schedule of
   Accounts to be provided hereunder.

            1.2. "ACCOUNT DEBTORS" - the persons noted on a Schedule of
   Accounts, to be provided hereunder, as customers/invoices of the Seller and
   "ACCOUNT DEBTOR" means any one of them.

            1.3. "ASSOCIATE OF THE SELLER" - an affiliate (within the meaning of
   the Business Corporations Act (Ontario), director, shareholder or employee of
   the Seller or Covenantor, or a person who is a spouse or child of the
   Covenantor, or a spouse or child of a director of the Seller or an affiliate
   of the Seller.

            1.4."AVOIDANCE CLAIM" - an obligation of the Purchaser to return,
   refund or otherwise pay an amount to an Account Debtor or any trustee,
   receiver, receiver-manager, a receiver and manager, agent, monitor or other
   like person whether arising by reason of a claim on account of a reviewable
   transaction, a fraudulent or other preference or a similar claim.

            1.5. "CLEARANCE DAYS" - three (3) business days.

            1.6. "CLOSED" - a Purchased Account is closed upon the first to
   occur of (i) receipt of full payment by Purchaser (ii) the unpaid Face Amount
   has been charged to the Reserve Account by Purchaser pursuant to the terms
   hereof, or (iii) it has become subject to an Insolvency Event.

            1.7. "COLLATERAL" - all now owned and hereafter acquired personal
   property and fixtures, and proceeds thereof, (including proceeds of proceeds)
   including without limitation Accounts, Chattel Paper, Goods, Inventory,
   Equipment, Instruments (including promissory notes), Money, Documents of
   Title, Securities and Intangibles as such terms are defined in the Personal
   Property Security Act (Ontario).

            1.8. "COVENANTOR" - a person who or which guarantees the obligations
   of the Seller hereunder.

            1.9. "DISCOUNT FEE" - the Discount Fee Percent multiplied by the
   original Face Amount of each Purchased Account for each ten (10) days or
   portion thereof until the Purchased Account is Closed.

            1.10. "DISCOUNT FEE PERCENT" - 0.65%.

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            1.11. "EARLY TERMINATION FEE" - $1,000.00 for each day, or part
   thereof, prior to the Scheduled Termination Date.

            1.12."ELIGIBLE ACCOUNT" - an Account which is acceptable for
   purchase as determined by Purchaser in the exercise of its reasonable sole
   credit or business judgment.

            1.13. "EVENT OF DEFAULT" - See Section 13.

            1.14. "FACE AMOUNT" - the face amount due on an Account at the time
   of Purchase.

            1.15. "GENERAL SECURITY AGREEMENT" - executed by the Seller in
   favour of the Purchaser, notice of which has or will be registered under the
   provisions of the Personal Property Security Act (Ontario).

            1.16. "INSOLVENCY EVENT" - the bankruptcy or insolvency of the
   Seller; the filing against the Seller of a petition in bankruptcy; the making
   of an unauthorized assignment or proposal for the benefit of creditors by the
   Seller; the appointment of a receiver or trustee for the Seller or for any
   assets of the Seller; or the institution by or against the Seller of any
   other type of insolvency proceeding under the Bankruptcy and Insolvency Act
   (Canada) or otherwise.

            1.17. "LATE PAYMENT DATE" - the date which is ninety (90) days
   following the Purchase Date in respect of that particular Account.

            1.18. "MAXIMUM AMOUNT" - an amount determined in the Purchaser's
   sole discretion that, for the time being, is $1,500,000.00.

            1.19. "MISSING NOTATION FEE" - Twenty percent (20%) of the Face
   Amount.

            1.20. "MISDIRECTED PAYMENT FEE" - Twenty percent (20%) of the amount
   of any payment on account of a Purchased Account which has been received by
   Seller and not delivered in kind to Purchaser within two (2) business days
   following the date of receipt by Seller.

            1.21. "OBLIGATIONS" - all present and future obligations owing by
   Seller to Purchaser whether or not for the payment of money, whether or not
   evidenced by any note or other instrument, whether direct or indirect,
   absolute or contingent, due or to become due, joint or several, primary or
   secondary, liquidated or unliquidated, secured or unsecured, original or
   renewed or extended, whether arising before, during or after an Insolvency
   Event, including but not limited to any obligations arising pursuant to
   letters of credit or acceptance transactions or any other financial
   accommodations.

            1.22. "PARTIES" - Seller and Purchaser.

            1.23. "PURCHASE DATE" - the date on which Seller has been advised in
   writing that Purchaser has agreed to purchase an Account.

            1.24. "PURCHASE DISCOUNT" - the Reserve Percentage multiplied by the
   original face amount of each Purchased Account.

            1.25."PURCHASE PRICE" - the Face Amount less the Purchase Discount.

            1.26. "PURCHASED ACCOUNTS" - Accounts purchased hereunder which have
   not been Repurchased.

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            1.27. "REPURCHASED" - an Account has been repurchased when Seller
   has paid to Purchaser the then unpaid Face Amount.

            1.28. "REQUIRED RESERVE AMOUNT" - the sum of (i) the Reserve
   Percentage multiplied by the unpaid balance of Purchased Accounts, and (ii)
   the Reserves.

            1.29. "RESERVE ACCOUNT" - a bookkeeping account on the books of the
   Purchaser representing, at any time, the aggregate Purchase Discounts at such
   time (subject to adjustment as provided in Section 2.3), such account to be
   maintained by Purchaser to ensure Seller's performance with the provisions
   hereof.

            1.30. "RESERVE PERCENTAGE" - Twenty percent (20%).

            1.31. "RESERVE SHORTFALL" - the amount by which the Reserve Account
   is less than the Required Reserve Amount.

            1.32. "RESERVES" - amounts established, from time to time, by
   Purchaser, in its sole discretion, as the additional amount of the
   discount(s) from the face amount of Purchased Accounts which the Purchaser
   believes, in its sole discretion, reflect additional risk relating to the
   collectability of Purchased Accounts or otherwise.

            1.33. "SCHEDULE OF ACCOUNTS" - a form supplied by Purchaser from
   time to time wherein Seller lists such of its Accounts as it requests that
   Purchaser purchase under the terms of this Agreement.

            1.34. "SCHEDULED TERMINATION DATE" - the date which is ninety (90)
   from the date hereof.

   2. SALE; PURCHASE PRICE; BILLING; RESERVE.

            2.1. ASSIGNMENT AND SALE.

             2.1.1. Seller shall offer to sell to Purchaser as absolute owner,
all of Seller's Accounts by listing them from time to time on Schedules of
Accounts, sent by Seller to Purchaser.

             2.1.2. Each Schedule of Accounts shall be accompanied by such
documentation supporting and evidencing the Account as Purchaser shall from time
to time request.

             2.1.3. Purchaser shall purchase from Seller such Accounts as
Purchaser determines to be an Eligible Account, so long as the aggregate of the
outstanding Purchase Prices of Purchased Accounts does not exceed, before and
after such purchases, the Maximum Amount.

             2.1.4. Purchaser shall pay the Purchase Price, less any amounts due
to Purchaser from Seller, including, without limitation, any amounts due under
Section 2.3 hereof, of any Purchased Account to Seller within two (2) business
days of the Purchase Date, whereupon the Accounts shall be deemed purchased
hereunder.

            2.2. BILLING. Purchaser may send a monthly statement to all Account
   Debtors itemizing their account activity during the preceding billing period.
   All Account Debtors will be instructed to make payments to Purchaser.

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            2.3. RESERVE ACCOUNT.

             2.3.1. Purchaser shall establish the Reserve Account upon the date
   hereof and credit the Reserve Account for the Purchase Discount of each
   Purchased Account.

             2.3.2. Purchaser shall debit/charge the Reserve Account for the
   Discount Fee for each Purchased Account until such Purchased Account is
   Closed.

             2.3.3. Notwithstanding Section 2.1.4 above, Purchaser may apply a
   portion of any Purchase Price to the Reserve Account in the amount of the
   Reserve Shortfall.

             2.3.4. Seller shall pay to Purchaser on demand the amount of any
   Reserve Shortfall.

             2.3.5. Purchaser shall, upon Seller's request, pay to the Seller
   any amount by which collected funds in the Reserve Account are greater than
   the Required Reserve Amount; provided, that Seller shall be entitled to make
   such demand not more than twice in any one (1) month.

             2.3.6. Purchaser may debit/charge the Reserve Account with any
   Obligation, including any amounts due from Seller to Purchaser hereunder.

             2.3.7. Purchaser may pay any amounts due Seller hereunder by a
   credit to the Reserve Account.

             2.3.8. Subject to Section 2.3.6, within 90 days of termination of
   this Agreement Purchaser shall pay to the Seller the balance of the Reserve
   Account and, for greater certainty, Purchaser may apply against the Reserve
   Account payment of any Obligations that were unknown to Purchaser at the time
   of termination.

   3. AUTHORIZATION FOR PURCHASES. Subject to the terms and conditions of this
Agreement, Purchaser is authorized to purchase Accounts upon telephonic,
facsimile or other instructions received from, or any officer, employee or
representative of Seller who has been identified in writing by Seller to
Purchaser as an authorized representative.

   4. FEES AND EXPENSES. Seller shall pay to Purchaser:

            4.1. MISDIRECTED PAYMENT FEE. Any Misdirected Payment Fee
   immediately upon its accrual.

             4.1.1. MISSING NOTATION FEE. The Missing Notation Fee on any
   Invoice that is sent by Seller to an Account Debtor which does not contain
   the notice as required by Section 9.3 hereof.

            4.2. EARLY TERMINATION CHARGES. The Early Termination Fee, payable
   on demand, in the event that Seller terminates this Agreement prior to the
   Scheduled Termination Date.

            4.3. OUT-OF-POCKET EXPENSES. The out-of-pocket expenses directly
   incurred by Purchaser in the administration of this Agreement such as wire
   transfer fees, postage and audit fees. Seller shall not be required to pay
   for more than four audits per twelve month period.

   5. REPURCHASE OF ACCOUNTS.

            5.1. Purchaser may require that Seller repurchase, by payment of the
   unpaid Face Amount thereof, together with any unpaid fees relating to the
   Purchased Account, on demand, or, at Purchaser's option, by Purchaser's
   charge to the Reserve Account:

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             5.1.1.1. Any Purchased Account, the payment of which has been
                      disputed by the Account Debtor obligated thereon,
                      Purchaser being under no obligation to determine the bona
                      fides of such dispute.

             5.1.1.2. All Purchased Accounts upon the occurrence of an Event of
                      Default, or upon the termination date of this Agreement.

             5.1.1.3. Any Purchased Account which remains unpaid beyond the Late
                      Payment Date.

   6. SECURITY INTEREST.

            6.1. As collateral securing the Obligations, Seller grants to
   Purchaser a continuing first priority security interest in and to the
   Collateral to be secured by the General Security Agreement.

            6.2. Notwithstanding the creation of the above security interest,
   the relationship of the parties shall be that of Purchaser and Seller of
   accounts, and not that of lender and borrower.

   7. CLEARANCE DAYS. For all purposes under this Agreement, Clearance Days
will be added to the date on which any payment is received by Purchaser.

   8. AUTHORIZATION TO PURCHASER.

            8.1. Seller hereby irrevocably authorizes Purchaser at Seller's
   expense, to exercise at any time any of the following powers until all of the
   Obligations have been paid in full: (a) receive, take, endorse, assign,
   deliver, accept and deposit, in the name of Purchaser or Seller, any and all
   cash, checks, commercial paper, drafts, remittances and other instruments and
   documents relating to the Collateral or the proceeds thereof, (b) take or
   bring, in the name of Purchaser or Seller, all steps, actions, suits or
   proceedings deemed by Purchaser necessary or desirable to effect collection
   of or other realization upon the accounts and other Collateral, (c) after an
   Event of Default, change the address for delivery of mail to Seller and to
   receive and open mail addressed to Seller, (d) after an Event of Default,
   extend the time of payment of, compromise or settle for cash, credit, return
   of merchandise, and upon any terms or conditions, any and all accounts or
   other Collateral which includes a monetary obligation and discharge or
   release any account debtor or other obligor (including filing of any public
   record releasing any lien granted to Seller by such account debtor), without
   affecting any of the Obligations, (e) pay any sums necessary to discharge any
   lien or encumbrance which is senior to Purchaser's security interest in the
   Collateral, which sums shall be included as Obligations hereunder, and in
   connection with which sums the Late Charge shall accrue and shall be due and
   payable, (f) file in the name of Seller or Purchaser or both, (1)
   construction liens or related notices or (2) claims under any payment bond,
   in connection with goods or services sold by Seller in connection with the
   improvement of realty, (g) notify any Account Debtor obligated with respect
   to any Account, that the underlying Account has been assigned to Purchaser by
   Seller and that payment thereof is to be made to the order of and directly
   and solely to Purchaser, and (h) communicate directly with Seller's Account
   Debtors to verify the amount and validity of any Account created by Seller.

            8.2. Seller hereby releases and exculpates Purchaser, its officers,
   employees and designees, from any liability arising from any acts under this
   Agreement or in furtherance thereof whether of omission or commission, and
   whether based upon any error of judgment or mistake of law or fact, except
   for willful misconduct or gross negligence or breach of this Agreement. In no
   event will Purchaser have any liability to Seller for lost profits or other
   special or consequential damages.

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   Without limiting the generality of the foregoing, Seller releases Purchaser
   from any claims which Seller may now or hereafter have arising out of
   Purchaser's endorsement and deposit of checks issued by Seller's customers
   stating that they were in full payment of an account, but issued for less
   than the full amount which may have been owed on the account.

            8.3. Seller authorizes Purchaser to accept, endorse and deposit on
   behalf of Seller any checks tendered by an Account Debtor "in full payment"
   of its obligation to Seller.

            8.4. ACH AUTHORIZATION. In order to satisfy any of the Obligations,
   Purchaser is hereby authorized by Seller to initiate electronic debit or
   credit entries through the ACH system to any deposit account maintained by
   Seller wherever located. Seller may only terminate this authorization by
   giving Purchaser thirty (30) days prior written notice of termination.

   9. COVENANTS BY SELLER.

            9.1. After written notice by Purchaser to Seller, and automatically,
   without notice, after an Event of Default, Seller shall not, without the
   prior written consent of Purchaser in each instance, (a) grant any extension
   of time for payment of any of the Accounts, (b) compromise or settle any of
   the Accounts for less than the full amount thereof, (c) release in whole or
   in part any Account Debtor, or (d) grant any credits, discounts, allowances,
   deductions, return authorizations or the like with respect to any of the
   Accounts.

            9.2. From time to time as requested by Purchaser, at the sole
   expense of Seller, Purchaser or its designee shall have access, during
   reasonable business hours if prior to an Event of Default and at any time if
   on or after an Event of Default, to all premises where Collateral is located
   for the purposes of inspecting (and removing, if after the occurrence of an
   Event of Default) any of the Collateral, including Seller's books and
   records, and Seller shall permit Purchaser or its designee to make copies of
   such books and records or extracts therefrom as Purchaser may request.
   Without expense to Purchaser, Purchaser may use any of Seller's personnel,
   equipment, including computer equipment, programs, printed output and
   computer readable media, supplies and premises for the collection of accounts
   and realization on other Collateral as Purchaser, in its sole discretion,
   deems appropriate. Seller hereby irrevocably authorizes all accountants and
   third parties to disclose and deliver to Purchaser at Seller's expense all
   financial information, books and records, work papers, management reports and
   other information in their possession relating to Seller.

            9.3. Before sending any Invoice to an Account Debtor, Seller shall
   mark same with a notice of assignment as may be required by Purchaser.

            9.4. Seller shall pay when due all payroll taxes, Goods and Services
   Tax and other taxes, and shall provide proof thereof to Purchaser in such
   form as Purchaser shall reasonably require.

            9.5. Seller shall not create, incur, assume or permit to exist any
   lien upon or with respect to any Collateral now owned or hereafter acquired
   by Seller, other than (i) a security interest in all of the Collateral in
   favour of Barry Seigel, Jeffrey Greenberg and Mark Madigan and (ii) a
   security interest in favour of Joseph Gunnar & Co., LLC and others, which
   security interests shall be subordinate to the security interest in favour of
   the Purchaser granted under Section 6.1 hereof.

            9.6. Seller shall maintain insurance on all insurable property owned
   or leased by Seller in the manner, to the extent and against at least such
   risks (in any event, including but not limited to fire and

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   business interruption insurance) as usually maintained by owners of similar
   businesses and properties in similar geographic areas. All such insurance
   shall be in amounts and form and with insurance companies acceptable to
   Purchaser in its sole discretion. Seller shall furnish to Purchaser: (a) upon
   written request, any and all information concerning such insurance carried;
   (b) as requested by Purchaser, lender loss payable endorsements (or their
   equivalent) in favor of Purchaser. All policies of insurance shall provide
   for not less than thirty (30) days prior written cancellation notice to
   Purchaser.

            9.7. Notwithstanding that Seller has agreed to pay the Misdirected
   Payment Fee, Seller shall deliver in kind to Purchaser on the next banking
   day following the date of receipt by Seller of the amount of any payment on
   account of a Purchased Account.

            9.8. Seller shall indemnify Purchaser from any loss arising out of
   the assertion of any Avoidance Claim and shall pay to Purchaser on demand the
   amount thereof. Seller shall notify Purchaser within two business days of it
   becoming aware of the assertion of an Insolvency Event.

   10. ACCOUNT DISPUTES. Seller shall notify Purchaser promptly of and, if
requested by Purchaser, will settle all disputes concerning any Purchased
Account, at Seller's sole cost and expense. However, Seller shall not, without
Purchaser's prior written consent, compromise or adjust any Purchased Account or
grant any additional discounts, allowances or credits thereon. Purchaser may,
but is not required to, attempt to settle, compromise, or litigate
(collectively, "Resolve") the dispute upon such terms as Purchaser in its sole
discretion deem advisable, for Seller's account and risk and at Seller's sole
expense. Upon the occurrence of an Event of Default Purchaser may Resolve such
issues with respect to any Account of Seller.

   11. PERFECTION OF SECURITY INTEREST. Seller shall execute and deliver to
Purchaser such documents and instruments, including, without limitation, as
Purchaser may request from time to time in order to evidence and perfect its
security interest in any collateral securing the Obligations.

   12. REPRESENTATION AND WARRANTY. Seller represents and warrants that:

            12.1. it is fully authorized to enter into this Agreement and to
                  perform hereunder;

            12.2. this Agreement constitutes its legal, valid and binding
                  obligation; and

            12.3. the Purchased Accounts are and will remain:

             12.3.1. bona fide existing obligations created by the sale and
delivery of goods or the rendition of services in the ordinary course of
Seller's business;

             12.3.2. unconditionally owed and will be paid to Purchaser without
defenses, disputes, offsets, counterclaims, or rights of return or cancellation;

             12.3.3. not sales to any entity which is an Affiliate;

            12.4. the Seller has not received notice of actual or imminent
   bankruptcy, insolvency, or material impairment of the financial condition of
   any applicable Account Debtor regarding Purchased Accounts.

            12.5. the Seller is not in default under any material agreement,
   contract, lease or other instrument to which the Seller is a party and no
   event has occurred which, with the giving of notice or the passage of time or
   both, will become an event of default thereunder.

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            12.6. there is no litigation or proceeding pending or threatened
   before any court, agency, tribunal, arbitration board or any other body which
   has or could have a material adverse effect upon the condition, either
   financial or otherwise, of Seller or the ability of Seller to perform its
   obligations under this Agreement.

   13. DEFAULT.

            13.1. EVENTS OF DEFAULT. The following events will constitute an
   Event of Default hereunder: (a) Seller defaults in the payment of any
   Obligations or in the performance of provision hereof or of any other
   agreement now or hereafter entered into with Purchaser, or any warranty or
   representation contained herein proves to be false in any material respect,
   (b) Seller or any Covenantor of the Obligations becomes subject to any
   debtor-relief proceedings, (c) any such Covenantor fails to perform or
   observe any of such Covenantor's obligations to Purchaser or shall notify
   Purchaser of its intention to rescind, modify, terminate or revoke any
   guarantee of the Obligations, or any such guarantee shall cease to be in full
   force and effect for any reason whatever, (d) Purchaser for any reason, in
   good faith, deems itself insecure with respect to the prospect of repayment
   or performance of the Obligations.

            13.2. WAIVER OF NOTICE. SELLER WAIVES ANY REQUIREMENT THAT PURCHASER
   INFORM SELLER BY AFFIRMATIVE ACT OR OTHERWISE OF ANY ACCELERATION OF SELLER'S
   OBLIGATIONS HEREUNDER. FURTHER, PURCHASER'S FAILURE TO CHARGE OR ACCRUE
   INTEREST OR FEES AT ANY "DEFAULT" OR "PAST DUE" RATE SHALL NOT BE DEEMED A
   WAIVER BY PURCHASER OF ITS CLAIM THERETO

            13.3. EFFECT OF DEFAULT.

             13.3.1. Upon the occurrence of any Event of Default, in addition to
any rights Purchaser has under this Agreement or applicable law, Purchaser may
immediately terminate this Agreement, at which time all Obligations shall become
immediately become due and payable without notice.

   14. ACCOUNT STATED. Purchaser shall render to Seller a statement setting
forth the transactions arising hereunder. Each statement shall be considered
correct and binding upon Seller as an account stated, except to the extent that
Purchaser receives, within sixty (60) days after the mailing of such statement,
written notice from Seller of any specific exceptions by Seller to that
statement, and then it shall be binding against Seller as to any items to which
it has not objected.

   15. WAIVER. No failure to exercise and no delay in exercising any right,
power, or remedy hereunder shall impair any right, power, or remedy which
Purchaser may have, nor shall any such delay be construed to be a waiver of any
of such rights, powers, or remedies, or any acquiescence in any breach or
default hereunder; nor shall any waiver by Purchaser of any breach or default by
Seller hereunder be deemed a waiver of any default or breach subsequently
occurring. All rights and remedies granted to Purchaser hereunder shall remain
in full force and effect notwithstanding any single or partial exercise of, or
any discontinuance of action begun to enforce, any such right or remedy. The
rights and remedies specified herein are cumulative and not exclusive of each
other or of any rights or remedies which Purchaser would otherwise have. Any
waiver, permit, consent or approval by Purchaser of any breach or default
hereunder must be in writing and shall be effective only to the extent set forth
in such writing and only as to that specific instance.

   16. EFFECTIVE DATE; EARLY TERMINATION. This Agreement will be effective when
accepted by Purchaser and will continue in full force and effect until the
Scheduled Termination Date. After the

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Scheduled Termination Date, the Agreement shall continue until terminated by
either party upon ten (10) days notice. Upon termination by Seller prior to the
Scheduled Termination Date, Seller shall pay the Obligations to Purchaser,
including the Early Termination Fee.

   17. AMENDMENT. Neither this Agreement nor any provisions hereof may be
changed, waived, discharged or terminated, nor may any consent to the departure
from the terms hereof be given, orally (even if supported by new consideration),
but only by an instrument in writing signed by all parties to this Agreement.
Any waiver or consent so given shall be effective only in the specific instance
and for the specific purpose for which given.

   18. NO LIEN TERMINATION WITHOUT RELEASE. In recognition of the Purchaser's
right to have its legal fees and other expenses incurred in connection with this
Agreement secured by the Collateral, notwithstanding payment in full of all
Obligations by Seller, Purchaser shall not be required to record any
terminations or satisfactions of any of Purchaser's liens on the Collateral
unless and until Seller has executed and delivered to Purchaser a general
release in the form of Exhibit A hereto.

   19. CONFLICT. Unless otherwise expressly stated in any other agreement
between Purchaser and Seller, if a conflict exists between the provisions of
this Agreement and the provisions of such other agreement, the provisions of
this Agreement shall control.

   20. SURVIVAL. All representations, warranties and agreements herein
contained shall be effective so long as any portion of this Agreement remains
executory.

   21. SEVERABILITY. In the event any one or more of the provisions contained
in this Agreement is held to be invalid, illegal or unenforceable in any
respect, then such provision shall be ineffective only to the extent of such
prohibition or invalidity, and the validity, legality, and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.

   22. ENFORCEMENT. This Agreement and all agreements relating to the subject
matter hereof are the product of negotiation and preparation by and among each
party and its respective attorneys, and shall be construed accordingly.

   23. RELATIONSHIP OF PARTIES. The relationship of the parties hereto shall be
that of Seller and Purchaser of Accounts, and Purchaser shall not be a fiduciary
of the Seller, although Seller may be a fiduciary of the Purchaser.

   24. LEGAL FEES. Seller agrees to reimburse Purchaser on demand for:

            24.1. The actual amount of all costs and expenses, including legal
   fees, which Purchaser has incurred or may incur in:

             24.1.1. Negotiating, preparing, or administering this Agreement and
any documents prepared in connection herewith, all of which shall be paid
contemporaneously with the execution hereof;

             24.1.2. Any way arising out of this Agreement;

             24.1.3. Protecting, preserving or enforcing any lien, security
interest or other right granted by Seller to Purchaser or arising under
applicable law, whether or not suit is brought;

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            24.2. The actual costs, including photocopying (which, if performed
   by Purchaser's employees, shall be at the rate of $.10/page), travel, and
   legal fees and expenses incurred in complying with any subpoena or other
   legal process attendant to any litigation in which Seller is a party;

            24.3. The actual amount of all costs and expenses, including legal
   fees, which Purchaser may incur in enforcing this Agreement and any documents
   prepared in connection herewith, or in connection with any federal,
   provincial or any other insolvency proceeding commenced by or against Seller,
   including those (i) arising out the automatic stay, (ii) seeking dismissal or
   conversion of the bankruptcy proceeding or (ii) opposing confirmation of
   Seller's plan thereunder.

   25. ENTIRE AGREEMENT. This Agreement supersedes all other agreements and
understandings between the parties hereto, verbal or written, express or
implied, relating to the subject matter hereof. No promises of any kind have
been made by Purchaser or any third party to induce Seller to execute this
Agreement. No course of dealing, course of performance or trade usage, and no
parole evidence of any nature, shall be used to supplement or modify any terms
of this Agreement.

   26. CHOICE OF LAW. This Agreement and all transactions contemplated
hereunder and/or evidenced hereby shall be governed by, construed under, and
enforced in accordance with the internal laws of the Province of Ontario.

   27. VENUE; JURISDICTION. The parties agree that any suit, action or
proceeding arising out of the subject matter hereof, or the interpretation,
performance or breach of this Agreement, shall, if Purchaser so elects, be
instituted in the Superior Court of Justice of the Province of Ontario (the
"Acceptable Forum"), each party agrees that the Acceptable Forum are convenient
to it, and each party irrevocably submits to the jurisdiction of the Acceptable
Forum, irrevocably agrees to be bound by any final judgment rendered thereby in
connection with this Agreement, and waives any and all objections to
jurisdiction or venue that it may have under the laws of the Province of Ontario
or otherwise in those courts in any such suit, action or proceeding. Should such
proceeding be initiated in any other forum, Seller waives any right to oppose
any motion or application made by Purchaser as a consequence of such proceeding
having been commenced in a forum other than an Acceptable Forum.

   28. NOTICE.

            28.1. All notices required to be given to any party other than
   Purchaser shall be deemed given upon the first to occur of (i) transmittal by
   electronic means to a receiver under the control of such party, receipt
   acknowledged; or (ii) actual receipt by such party or an employee or agent of
   such party.

            28.2. All notices required to be given to Purchaser hereunder shall
   be deemed given upon actual receipt by an officer of Purchaser.

            28.3. For the purposes hereof, notices hereunder shall be sent to
   the following addresses, or to such other addresses as each such party may in
   writing hereafter indicate:

SELLER

ADDRESS:          5349 Maingate Drive, Mississauga, Ontario L4W 1G6
OFFICER:          President

FAX NUMBER:       905-212-1289

                                       10
<PAGE>

PURCHASER

ADDRESS:          316 - 20 Queen Street West, Toronto, Ontario, M5H 3R3

OFFICER:          President
FAX NUMBER:       416-851-0020

WITH A COPY TO:
ADDRESS:          300 E. Long Lake Rd., Ste 180, Bloomfield Hills, MI 48304

OFFICER:          Credit Manager
FAX NUMBER:       248.723.6050

   29. ASSIGNMENT. Purchaser may assign its rights and delegate its duties
hereunder. Upon such assignment, Seller shall be deemed to have attorned to such
assignee and shall owe the same obligations to such assignee and shall accept
performance hereunder by such assignee as if such assignee were Purchaser.

   30. COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if all
signatures were upon the same instrument. Delivery of an executed counterpart of
the signature page to this Agreement by facsimile shall be effective as delivery
of a manually executed counterpart of this Agreement, and any party delivering
such an executed counterpart of the signature page to this Agreement by
facsimile to any other party shall thereafter also promptly deliver a manually
executed counterpart of this Agreement to such other party, provided that the
failure to deliver such manually executed counterpart shall not affect the
validity, enforceability, or binding effect of this Agreement.

      IN WITNESS WHEREOF, the Parties have executed this agreement on the day
and year first above written.

SELLER:                        STEELBANK INC.

                               By: /s/ Barry Seigel
                                  ----------------------------------------------
                                    Barry Seigel (without personal liability
                               Its: President      whatsoever)

PURCHASER:                     GREENFIELD COMMERCIAL CREDIT
                               (CANADA) INC.

                               By: /s/ H. Brock Bundy
                                  ----------------------------------------------
                                    H. Brock Bundy
                               Its: Chief Financial Officer

                                       11
<PAGE>

                   Greenfield Commercial Credit (Canada) Inc.
                            316-20 Queen Street West
                                Toronto, Ontario
                                     M5H 3R3

May 14, 2004

Steelbank Inc.
5349 Maingate Drive
Mississauga, Ontario
L4W 1G6

Attention: Mr. Barry Seigel

Dear Sir,

                        FACTORING AND SECURITY AGREEMENT

      We refer to the Factoring and Security Agreement entered into by you and
us dated May 14, 2004 (the "FACTORING AGREEMENT"). All of the terms defined in
the Factoring Agreement shall have the same meaning in this letter as they have
in the Factoring Agreement. We agree, so long as an Event of Default has not
occurred, that:

            1.    You may extend the term of the Factoring Agreement a further
                  ninety (90) days on giving written notice to us no less than
                  thirty (30) days prior to the expiration of the term;

            2.    We will not notify any Account Debtor as provided in Section
                  8.1(g) of the Factoring Agreement;

            3.    We will not communicate, directly, with any Account Debtor as
                  provided in Section 8.1(h) of the Factoring Agreement; we may,
                  however, communicate indirectly through an anonymous party
                  with such Account Debtors; and

            4.    We will not require you to provide notice of assignment of any
                  Invoice as provided in Section 9.3 of the Factoring Agreement.

<PAGE>
                                       2

However, on the occurrence of an Event of Default, the variations to the
Factoring Agreement provided in this letter shall be null and void and the
provisions of the Factoring Agreement shall apply as if such variations had
never been made.

                                           Greenfield Commercial Credit
                                           (Canada) Inc.

                                           /s/ H. Brock Bundy
                                           ---------------------------
                                           H. Brock Bundy
                                           Chief Financial Officer

Agreed: May 14, 2004

Steelbank Inc.

/s/ Barry Seigel
------------------------
Barry Seigel
President