Exhibit 10.96

                               FACTORING AGREEMENT

TO:  Computone Corporation                        Date: October 29, 2001
     1060 Windward Ridge Parkway, Ste. 100
     Alpharetta, GA 30005
     PH: 770/625-0000

     This  Agreement  sets out the terms,  provisions and conditions on which we
will act as your factor for purchase of accounts receivable from you. References
in this Agreement to "we", "us", or "our" shall refer to Presidential  Financial
Corporation.  References in this Agreement to "you" or "your" shall refer to the
addressee.

1.   PURCHASE OF ACCOUNTS.

     We will  purchase  from  you  and you  will  sell  to us  certain  Accounts
Receivable,  as defined herein, selected by us created by your sales of goods to
or  performance  of  services  for those  customers  approved  by us in  amounts
approved by us without  recourse to you for insolvency or nonpayment,  after the
goods or services have been actually  delivered to and finally  accepted without
claim or dispute by your customer.  An "Account  Receivable" or " Account" means
any right to payment of the net amount due from a customer  to you for all sales
of goods or performance of services to such customer whether performed or yet to
be  performed.  You will tender to us for our approval or rejection  all of your
Accounts  which we have  agreed  to  purchase.  This  Agreement  applies  to all
Accounts heretofore or hereafter purchased by us from you. We may at any time in
our sole  discretion  revoke our approval of any of your customers or reduce the
maximum  amount  which  you may  bill to any  customer,  but  such  reaction  or
reduction  shall neither  affect sales where goods have been shipped or services
have been  performed  not render us liable to you or any other  person or entity
for any loss damaged sustained by reason thereof. We will attempt to notify your
CFO of any accounts declined.

2.   PAYMENT FOR ACCOUNTS.

     You shall deliver to us immediately  after shipment of goods or performance
of  services  original  invoices  to be sent to your  customers  or, at our sole
discretion,  such  other  proof  or  evidence,  including,  without  limitation,
electronic  or  computer  data,  as shall in our  sole  judgment  satisfactorily
confirm and  substantiate the creation of an Account  Receivable,  together with
carrier's  receipts or other  evidence  of  shipment  suitable to us showing the
delivery of goods or services  covered by each invoice.  Upon your request,  and
upon your certification  that an Account has been created,  we will remit to you
the net amount of Accounts  purchased by us, or such portion  thereof as you may
from time to time  request,  less 20% not  advanced.  We may at any time set off
against  amounts due to you  hereunder  or we may bill you for service  charges,
interest, expenses, liability for repurchases, or other items chargeable to you.
We will furnish you with advices of charges set off against amounts due you, and
we will send you a  statement  as of the  closing of business on the last day of
each  calendar  month or such other  closing date as we shall advise you of from
time in writing. Should you purchase goods or services from another of

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our clients and the account  arising  from such  purchase be sold to us, then we
may at any time  without  notice to you set off the balance due on such  account
against amounts we owe you under this Agreement.

3.   RESERVE REQUIREMENT. NOT APPLICABLE.

4.   CLIENT'S RISK ACCOUNTS.

     We may in our sole  discretion  from time to time purchase  Accounts  which
arise from sales to  customers  not approved by us or which are offered to us at
or after their maturity,  which shall be known as "Client's Risk Accounts".  Any
Client's Risk Account purchased by us shall be with recourse to you for the full
amount  thereof.  You  shall  repurchase  any  Client's  Risk  Account  from  us
immediately  upon our request,  whether or not such Account has matured.  Should
our  purchase  of  the  Accounts  to  customers  approved  by us  result  in any
indebtedness  of such  customer  to us in an amount  in excess of the  amount of
credit approved by us, then such amount in excess shall be treated between us as
a Client's Risk Account,  and at out request you shall  reimburse us such amount
in excess, but we shall not return such Account to you until it is paid in full.
Any  payment  received by you or us from any source on an Account of a customer,
regardless  of how  designated,  shall be applied  first to the reduction of the
credit risk  assumed by us as to such  customer.  If you  purchase or lease from
your  customer  goods or services and your  customer  claims a right to set-off,
then the  Accounts  arising  from sales to such  customers  shall  automatically
become Client's Risk Accounts.

5.   TITLE AND - SECURITY INTEREST.

Delivery  to  us of an  original  invoice  or of  electronic  or  computer  data
evidencing an Account, upon our acceptance thereof,  shall assign,  transfer and
convey to us title to such  Account  and its  proceeds  and all your  rights and
interests  in the goods sold or  services  performed  and all of your rights and
powers  under the sales  contract  and as unpaid  seller,  at law or in  equity,
including the right to replevin,  reclamation and stoppage in transit.  Upon our
request you shall deliver to us all documents of title in your control  relating
to such goods.  Notwithstanding  your failure to deliver to us either an invoice
or copy  thereof or  electronic  or computer  date  evidencing  an  Account,  as
security of your  obligations  under  Agreement  and as security  for the prompt
repayment of any indebtedness to us, whether now existing or hereafter incurred,
including,  without limitation,  any indebtedness  arising from your purchase of
goods or services  from any clients of ours where the account  arising from such
purchase has been sold to us, you hereby pledge and assign to us and grant to us
a security  interest in all your right,  title and interest in and to (i) all of
your Accounts,  whether or not such Accounts are factored by us pursuant to this
Agreement;  (ii)  all of  your  contract  rights  related  or  incident  to such
Accounts;  (iii) all of your other  rights to the  payment  of money  including,
without  limitation,  rights evidenced by instruments or chattel paper; (iv) all
of your interest of whatever kind and description in goods or  inventories,  the
sale of which has been given rise to an Account including,  without  limitation,
goods  billed  to the  Account  debtor  and held by you in  accordance  with the
applicable sales contract;  (v) all general  intangibles arising from or related
or incident to any of your  Accounts  or any of your goods or  inventories,  the
sale of which has been given rise to an Account;  (vi) all goods,  documents  of
title, policies and certificates of insurance, securities,  instruments, chattel
paper, deposits, cash or other property

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that are now or may hereafter be in our  possession or as to which we may now or
hereafter control  possession by documents of title or otherwise;  and (vii) all
proceeds  and  products  of each of the  foregoing,  including  pre-petition  or
post-petition proceeds in bankruptcy  (collectively the "Collateral").  We shall
have the right to sell all or any portion of the Collateral at public or private
sale,  the right to  collect  and take  control  of any  proceeds  of all or any
portion of the Collateral,  and all other rights and remedies of a secured party
under the Uniform  Commercial Code of Georgia ("Code").  You will on our request
execute such further  assignments,  conveyances,  financing statements and other
written  instruments  as we may  reasonably  request to  perfect  out little and
security interest in all Collateral.

6.   NOTICE OF ASSIGNMENT AND COLLECTIONS.

You shall do all billing on Accounts,  and all invoices shall bear the following
legend,  or such other legend as we from time to time in our sole discretion may
request:

This  account  has  been  assigned  to and is owned  by  Presidential  Financial
Corporation.  Payment of this  account  must be made in U.S.  funds  directly to
Presidential  Financial Corporation,  CS 105100, Tucker, GA 30085-5100.  If this
bill is not found to be correct in all respects they must be notified at once.

If  necessary  to perfect out title or security  interest or if requested by us,
each page of your books of Accounts  Receivable or duplicate invoices shall show
thereon a notation that the Accounts therein have been sold to us. We may at any
time in out sole discretion give notice of any sale to any person.  Any proceeds
received by you of an Account sold to us shall be immediately forwarded to us in
the identical form in which received.

7.   RETURNED GOODS.

Should any goods  billed to an Account  purchased  by us either be  rejected  or
returned or be  recovered by you through the exercise of the rights of replevin,
reclamation or stoppage in transit,  or otherwise,  you shall immediately pay to
us the net sale  price of such  goods.  Until  receipt  by us of such net  sales
price,  you shall hold such goods in trust for us at your own risk and  expense,
which  goods  shall be  segregated  from all other  goods set aside and shall be
clearly  marked as our  property.  Upon our request you shall  deliver to us all
documents  of title in your control  relating to such goods.  In addition to our
rights and remedies  provided in Section 5 above with regard to the  Collateral,
we may take  possession of all sell such goods at public or private sale at your
expense for the purpose of paying your obligations to us. Such sale shall reduce
your indebtedness to us only to the extent that the net proceeds of the sale are
applied  thereto.  Should you or your agent grant any allowance or rebate to any
customer,  you shall  immediately  pay us the full amount of such  allowance  or
rebate.

8.   DEDUCTIONS AND DISPUTES.

Should any  customer  fail or refuse to pay us the full amount of any invoice or
Account  or  request an  adjustment  because  of any claim or  dispute  based on
alleged shortage,  defects,  noncompliance or failure to deliver, set-off or for
any other reason other than the financial inability of such

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customer  to pay,  you shall  immediately  notify us and shall  adjust  any such
dispute  of  claim at your  own  expense.  When we  first  have  knowledge  of a
deduction,  claim or dispute we will give you all information we have pertaining
to it, but we shall have no further responsibility to assist you in settling it.
It shall be our policy to permit you thirty  (30) days  (sixty  (60) days in the
case of an alleged  failure to deliver) from the earlier of the date we send you
notice of a deduction,  claim or dispute or the date you otherwise learn of such
deduction,  claim  or  dispute  to  effect  a  settlement.  Notwithstanding  the
foregoing  policy and any  extension or leniency  which we may grant,  if at any
time  we,  in  our  sole  reasonable  judgment,  deem  it  necessary  for  court
protection,  you shall on our written  demand  repurchase  A DISPUTE  account or
claim from us. We may at any time set off the claimed or disputed  amount of any
Account, or any part thereof, or the amount of any Client's Risk Account, or any
part  thereof,  against any amount due you or we may charge such amount  against
the Reserve or any other,  Collateral of yours which we hold. You will indemnify
us for and hold us harmless  from and against  any  liability  for or expense on
account of any deduction or claim of your customers  arising from any dispute or
claim  whatsoever.  Any  adjustment  or  credit  to an  Account  by you shall be
immediately  communicated  to us,  and you shall  forward to us  immediately  an
amount  equal  to the  difference  between  the  amount  of the  Account  before
adjustment and its adjusted outstanding balance. Should notice of termination of
this  Agreement  be sent by either  party for any reason  you shall  immediately
repurchase all disputed Accounts from us an pay us the net amount thereof. After
we have  demanded  that you  repurchase an invoice or Account from us under this
Section,  we shall not thereafter be obligated again to purchase such invoice or
Account  from  you  unless  we  elect  to do so  after  you  have  resolved  all
deductions, claims and disputes affecting it.

9.   REPURCHASE OF ACCOUNTS.

When you  become  obligated  to  repurchase  an invoice  or  Account,  you shall
thereupon be liable to us for the amount thereof,  and it shall not be necessary
for us to tender such  invoice or Account to you until you have paid us in full.
We may retain such Account and will have a security interest therein as security
for  your  obligation  to pay the  repurchase  price,  and we may  sell any such
Account at public or private  sale,  collect and take control of any proceeds of
any such  Account,  or exercise  any other  remedy  available to us as a secured
party under the Code and apply the net proceeds of the disposition of an Account
to the  satisfaction  of such  repurchase  price of to satisfy any other of your
obligations hereunder.

10.  EXCESS CREDIT MEMORANDA AND OVERPAYMENTS.

In the event  that you for any reason  whatsoever  issue in favor of any of your
customers a credit  memorandum  relating to a specific Account that is in excess
if the  amount  due on such  account  or in the  event  that  we for any  reason
whatsoever receive payment on an Account from any of your customers in an amount
that is in excess of the amount due on such Account,  and such credit memorandum
or overpayment is  subsequently  remitted to you by us, then you hereby agree to
indemnify  and hold us harmless  from and  against  any and all  claims,  suits,
proceedings,  penalties,  assessments, costs and expenses of whatsoever kind and
description  arising from or relating or incident to the holding and  remittance
of credit memoranda and overpayments pursuant to Section 10, including,  without
limitation, fees and expenses of legal counsel, and any

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and all claims,  penalties and assessments made by any customer, by any federal,
state or local  governmental  body, agency or taxing authority,  or by any other
person or entity.

11.  REPRESENTATIONS AND WARRANTIES.

By your execution of this Agreement you represent, warrant and covenant that:

(a) you currently are and at all times during the term of this  Agreement  shall
continue to be a corporation,  partnership  or  proprietorship  duly  organized,
validly  existing  and in good  standing  under  the  laws of the  state of your
organization,   and  duly   qualified  and  in  good  standing  in  every  other
jurisdiction  in which the conduct of your business or the ownership of property
makes such qualification necessary under applicable law;

(b) the  execution,  delivery and  performance of this Agreement are within your
organizational  powers  and  are  not in  contravention  of any  laws,  rule  or
regulation, the terms of your organizational papers or any judgment,  indenture,
agreement or undertaking to which you are a party or by which you or any of your
property is bound;

(c) you are and at all times  during  the terms of this  Agreement  shall be the
owner of all your goods and inventories, and, without our prior written consent,
you shall not  create  or  suffer  to exist  any lien or  encumbrance  on or any
security  interest  in such goods and  inventories  or on or in any other of the
Collateral,  other  than the  security  interest  created  in our  favor by this
Agreement;

(d) each Account offered to us for purchase under this Agreement shall represent
a bona fide sale of goods from you or  performance  of  services  by you to your
customer and,  with respect to each such Account,  you shall be the lawful owner
thereof with good right and title to pledge,  assign and sell the same, free and
clear of any lien or encumbrance expect for the security interest created in our
favor by this Agreement;

(e) the net  amount  shown  on each  invoice  shall  be  legally  owing  by such
Customer,  and payment to this  customer  according to the terms of this invoice
including,  without  limitation,  payment with any applicable late fee, penalty,
charge or interest,  shall not violate any federal, state or local law, statute,
rule or regulation.

(f) there shall be no set-off,  counterclaim  or defense to the right to payment
of such net amount shown as due on each such invoice;

(g) the goods sole  under each such  invoice  shall have been  delivered  to the
customer  or to a  carrier  or,  with our  consent,  shall be held by you  after
billing, all in accordance with the sale contract;

(h) the sale  evidenced by each such invoice shall not have been in violation of
any law, governmental regulation or order;

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(i) the sales  evidenced by each such invoice shall have been approved by us and
our  approval  shall not have expired or been revoked by us, or shall have given
rise to a Client's  Risk Account that we have elected to purchase from you under
Section 4 above;

(j) an invoice shall have been delivered to the customer  showing the Account to
have  been sold to and  payable  to us and you shall  take such  other  steps as
required  by the laws of your state to perfect  our title to the Account and the
goods underlying it; and

(k) at all times  during the terms of this  Agreement  we shall act as your sole
and  exclusive  factor  and you shall not sell,  assign,  convey,  or  otherwise
dispose  of, or create  or  suffer  to exist any lien or  encumbrance  on or any
security interest in, any Account to or in favor of any other person or entity.

12.  BOOKS AND RECORDS.

You will keep  adequate  and  proper  records  showing  all sales,  claims,  and
allowances  and  losses  on goods  sold,  and such  books  and  records  and all
correspondence and papers relating thereto shall be open for inspection by us or
our agent at all reasonable  times.  Annually  within ninety (90) days after the
close of your  fiscal  year you shall  furnish  us with your  balance  sheet and
related  statement of profit and loss of such year prepared in  accordance  with
generally accepted accounting  principles  consistently applied and certified or
reviewed as to their  correctness by an independent  certified public accountant
acceptable  to us, and you will from time to time furnish us interim  statements
of condition and other financial information as we may reasonably require.

13.  TAXES.

Should any  excise,  sale,  use or other tax or levy be imposed by any  federal,
state or local authorities  requiring deduction or withholding from the proceeds
of any sale or Account,  or if your customer is authorized to withhold or deduct
such tax or levy,  then you shall  immediately  pay us the  amount of any tax or
levy so withheld,  and you will  indemnify us for and hold us harmless  from any
loss or expenses on account of such tax or levy.

14.  SET OFF.

Any and all sums at any time owed by us to you or deposited by you with us shall
at all times  constitute  security  For any and all  liabilities  you may now or
hereafter owe us, and we may apply or set off such sums against any  liabilities
you owe us at any time whether or not such sums are then due.

15.  BREACH OF WARRANTY AND AGREEMENT.

Should you  breach or fail to  perform  any of you  obligations  or  liabilities
hereunder  and such breach or failure  continue for ten (10) days after you have
notice of such  breach or failure  or notice  thereof  has been sent to you,  or
should at any time breach a warranty made by you under  Section 11 hereof,  then
you will on our demand immediately  repurchase from us all Accounts then held by
us which were purchased from you, and you will pay us the full amount thereof

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with interest at the highest  legal rate from the date of our demand.  You agree
to pay all costs and expenses  incurred by us associated  with the collection of
such  amounts,  including,  without  limitation,  the actual amount due to us as
attorney's fees if collected by or through an attorney-at-law.  Our forbearance,
consent to a deviation  from the terms hereof,  or failure to exercise any right
or power  arising  because of a breach by you hereunder  shall not  constitute a
waiver as to any  subsequent  breach,  whether or not we know about such breach,
unless such right or power shall have been expressly waived by us in writing.

16.  OFFER AND ACCEPTANCE.

This  writing is an offer by us to you which shall remain open for ten (10) days
from the date first above  written,  but after ten (10) days from said date your
acceptance  hereof shall be deemed a  counteroffer  to us which we can accept to
reject. Upon your acceptance hereof or our acceptance of your counteroffer, then
this Agreement  shall  constitute  the sole agreement  between us concerning our
purchase of your Accounts effective as of the date first above written and shall
supersede all prior agreements between us on the subject hereof. Your acceptance
hereof shall be made by your  execution and delivery of this  Agreement to us at
our  office  in  Tucker,  Georgia,  and  our  acceptance  or  rejection  of your
counteroffer will be made at our office in Tucker, Georgia.

17.  TERMINATION.

This  Agreement  shall  continue  until  either party shall have given the other
thirty (30) days written  notice of  termination.  We may  terminate at any time
without  notice to you  should  (i) you make an  assignment  for the  benefit of
creditors;  (ii) you make any transfer in bulk and not in the ordinary course of
business  of a major part of your  materials,  supplies,  merchandise,  or other
inventory;  (iii) you file or have filed against you any petition in bankruptcy;
(iv) you petition or apply to any tribunal for the  appointment  of a custodian,
receiver,  or any trustee for you or a substantial part of your assets;  (v) you
commence  any  proceeding  under any  bankruptcy,  reorganization,  arrangement,
readjustment  of  debt,  dissolution  or  liquidation  law  or  statute  of  any
jurisdiction,  whether  now or  hereafter  in  effect,  or should you have filed
against  you any such  petition  or  application  or should  you have  commenced
against you any such proceeding and, as a result of such petition or application
or in such proceeding an order for relief is entered or such proceeding  remains
unstayed  and  undismissed  for a period  of thirty  (30) days or more;  (vi) we
reasonably  believe you to be insolvent  (on a cash flow or balance sheet basis)
or deem ourselves insecure as to your financial  condition;  or (vii) you breach
any agreement or warranty or default in the prompt performance of any obligation
hereunder.  Upon the effective  date of  termination  our obligation to purchase
from you and your  obligation  to sell to us shall  cease,  but the terms of the
Agreement  and the security  interest  granted  herein to all  Collateral  shall
continue in full force and effect until all of your  obligations  to us are paid
in full.

18.  CHOICE OF LAW.

This Agreement is made and is to be performed under and shall in all respects be
governed by and interpreted in accordance with the substantive laws of the State
of Georgia.  Any terms  herein  which are defined in the Code shall be given the
same meaning herein as in the Code (unless otherwise defined herein).

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19.  JURSDICTION AND VENUE.

You agree that any civil suit or action  arising  from or in any way relating or
incident to this  Agreement  may be brought  against you either in the  Superior
Court of Dekalb County,  Georgia, or in the United States District Court for the
Northern  District  of Georgia,  Atlanta  Division,  and you hereby  irrevocably
waive,  to the fullest extent  permitted by law, any objections that you may now
or  hereafter  have to the venue of any such  civil suit or action and any claim
that such civil suit or action has been brought in an  inconvenient  forum,  and
you further agree that final  judgment in any such civil suit or action shall be
conclusive and binding upon you and may be enforced by a suit upon such judgment
in any court of competent jurisdiction.

20.  ATTORNET-IN-FACT.

You hereby  appoint us to be your  attorney-in-fact  authorized  to (i) sign and
execute in your name and transfer, conveyance or instrument in writing that may,
in our sole  judgment,  be necessary or desirable to effect a disposition of all
or any  portion  of the  Collateral,  (ii)  endorse  in your name all checks and
drafts  received on an Account  that we own or have a security  interest in, and
(iii) do all other  things  that may,  in our sole  judgment,  be  necessary  or
desirable  to protect our  security  interest or to carry out the intent of this
Agreement.  You hereby ratify and approve,  to the fullest  extent  permitted by
law,  all acts that we, as your  attorney-in-fact,  shall do. You further  agree
that we shall not be liable to you or to any other person or entity for any loss
or  damage  resulting  from any act of  commission  or  omission,  any  error of
judgment,  or any mistake of fact or of law.  This power of  attorney,  which is
coupled with an interest,  is  irrevocable  for so long as you are  obligated or
indebted to us under this Agreement.

21.  INDEMNITY.

Expect for acts of gross negligence or willful  misconduct,  you hereby agree to
protect,  indemnify  and hold  harmless us and all of our  directors,  officers,
employees and agents from and against any and all (i) claims, demands and causes
of action of any nature  whatsoever  brought by any third party and arising from
or related or incident to this  Agreement,  (ii) costs and expenses  incident to
the  defense of such  claims,  demands and causes of action  including,  without
limitation,  reasonable  attorney's fees and court costs, and (iii) liabilities,
judgments,  settlements,  penalties  and  assessments  arising from such claims,
demands and causes of action.  The indemnity  contained in this Section 21 shall
survive the termination of this Agreement.

22.  HEADINGS.

The  headings  used in this  Agreement  are for your  convenience  to  generally
identify  the subject  matter of each  Section,  but they are not a part of this
Agreement and are not a  representation  that different  subject matter does not
appear in a Section.

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23.  INTREST AND FACTORING SERVICE CHARGES.

In  consideration  of the services and risks undertaken by us in this Agreement,
you  will  pay us the  following  service  charges  and the  following  interest
calculated  on the basis of a 360-day  year and  computed  at a rate of interest
equal in amount to the greater of eight  percent (8%) per annum or three percent
(3%) per annum above the Wall Street Journal Prime Rate as published in The Wall
Street  Journal  Money Rates  Section,  LaGrange,  (Georgia  edition (the "Prime
Rate")  with any  change in the rate of  interest  resulting  in a change in the
Prime Rate being effective as of the date of such change.

In addition to the above interest,  the following  Factoring Service Charge will
apply:

APPLICABLE %                                     NUMBER OF DAYS
------------                                     --------------

1.________.30%                                   1-5 days

2.________.50%                                   6-10 days

3.________.75%                                   11-20 days

4._______1.00%                                   21-30 days

5._______1.25%                                   31-45 days

6._______1.75%                                   46-60 days

7._______2.50%                                   61-75 days

8._______3.00%                                   76-90 days

9.___________%                                   _____ days

the above rate is based upon a eighty  percent (80%) advance per invoice and the
above factoring service charge is based on 100% of the invoices factored.

In addition to the above service  charges,  any draw not paid within ninety (90)
days,  or in the event of a  declaration  of a default  by  Lender  will  accrue
interest at the rate of four percent (4%) per month.

24.  PURCHASE AMOUNT.

The total aggregate purchase of invoices under the terms of this agreement shall
not exceed SEVEN HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($750,000.00).

25.  SPECIAL PROVISIONS.

Attached  hereto are special terms and  provisions,  if any, which are a part of
this  Agreement  and prevail  over any  printed  provisions  to the  contrary or
inconsistent therewith.

COMPUTONE CORPORATION                   PRESIDENTIAL FINANCIAL CORPORATION


By: /s/ E. Leo Bebeau                   By: /s/ Jack Thomas
    --------------------------              --------------------------
Its: President                          Its: Senior Vice President

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