EXHIBIT
10.11





SUPPLY
AGREEMENT








SUPPLY
AGREEMENT (this “Agreement”) dated as of March
20, 2009 by and between PERF-GO GREEN, INC., a Delaware corporation (“Client”) and STAR FUNDING,
INC., a New York corporation (“Supplier”)





WITNESSETH:





WHEREAS,
Client engages in the business of development, marketing and selling of
eco-friendly, non-toxic, food contact compliant, biodegradable plastic products,
including without limitation bags, batteries, drop cloths, and other “green”
products (the “Goods”), and





WHEREAS,
Supplier is willing, on the terms and subject to the conditions hereinafter set
forth, to supply such Goods to Client or provide financial accommodations to
Client to enable it to purchase such Goods;





NOW
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, the parties hereby agree as follows:





§
1. Accommodations
Offered by Supplier.





(a) On
the terms and subject to the conditions set forth herein, Supplier may from time
to time, at Client’s request but at Supplier’s sole discretion, take any one or
more of the following actions (each, an “Accommodation”):





(i)           arrange
to purchase Goods from such vendors as Client may recommend that are
satisfactory to Supplier (the “Sellers”) and supply such
Goods to Client against payment by Client on an open account basis;





(ii)           cause
one or more financial institutions (“Issuers”) to issue letters of
credit (“Supplier
Letters of Credit”) for its account in
favor of one or more Sellers to support Supplier’s or Client’s payment
obligations for Goods purchased from such Sellers;





(iii)
make advances to Client in such amounts and on such terms as Supplier may
determine in its sole discretion, for the purpose of financing Client’s
acquisition of Goods and payment of the related Transaction Costs (as defined
below); or





(iv)
arrange to purchase from one or more financial institutions designated by Client
(“Document
Lenders”) documents covering
Goods ordered by Client (“Documents”) and sell such
Documents and the Goods they cover to Client against payment by Client on an
open account basis;











provided,however,
that unless Supplier expressly agrees otherwise in writing, Client shall not
request that Supplier provide any Accommodations if, after giving effect thereto
(x) the sum (without duplication) of (A) the total amount of Expenses and
Transaction Costs then outstanding, plus (B) the
aggregate unpaid amount of Supplier’s obligations, whether absolute or
contingent, under or in respect of any Supplier Letters of Credit, plus (C) the
aggregate amount paid by Supplier for Documents at Client’s request for which
Client has not reimbursed Supplier, plus (D) the
aggregate outstanding principal amount of all advances and other financial
accommodations made by Supplier to or for the benefit of Client under this
Agreement (such sum herein called the “Supplier
Exposure”) would exceed
$5,000,000.00 in the aggregate at any one time outstanding (which amount
Supplier may increase from time to time in its sole and absolute discretion,
based on factors which include, without limitation, the Client’s needs and
financial condition, the structure of the Transaction at issue, and the
performance of the Collateral).





(b)           Client
intends to sell Goods supplied or financed by Supplier to Client’s customers
(“Customers”) pursuant to
written orders from the Customers (“Customer
Orders”).





§
2. Procedure for
Requesting Accommodations.





(a)           Transaction
Requests. If Client proposes to request that Supplier arrange to supply
or finance the purchase of any Goods or a portion of the purchase price of any
Goods, Client shall: (i) notify Supplier of the proposed transaction (the “Transaction”) in writing; and
(ii) furnish to Supplier: (A) a copy of the purchase order(s) proposed to be
entered into by and between the Seller and Supplier or Client for the purchase
of the Goods (the “Supplier
Order(s)”) (B) copies of the
corresponding Customer Orders that Client proposes to fill using the Goods (all
of which shall be duly executed by Customers, shall be subject to confirmation
by Supplier and shall allow for partial shipment and/or fulfillment if the Goods
necessary to fill them are to be provided by more than one Seller), accompanied
by such assignments (the “Assignments”) as Supplier may
require and remittance in full of all deposits made by Customers in connection
with such Customer Orders, if any; (C) copies of any letters of credit that
support Customer Orders (“Customer
Letters of Credit”), which letters of
credit (if any) must be issued or confirmed by domestic banks acceptable to
Supplier, must be payable in U.S. Dollars at the New York counters of such
domestic banks, and must be in form, substance and amount satisfactory to
Supplier, together with evidence satisfactory to Supplier that such letters of
credit have been amended as requested by Supplier in its sole discretion and
have been transferred or assigned to Supplier, (D) a budget itemizing all costs
related to such request (“Transaction
Costs”)
(including but not limited to: the invoice price of the Goods; shipping costs;
freight costs; handling costs, insurance costs; customs and duties; taxes,
storage charges; packaging costs; additional overhead costs and expenses;
royalty payments, if any; and any other costs that may be incurred in connection
with the sale of the Goods) and setting forth the estimated time to deliver the
Goods to the Customer and the sale price of the Goods; (E) a specific
description of each freight forwarder, shipping company, customs broker,
warehouse and other person or entity that will provide services relating to the
shipping or storage of the Goods (each of which shall be satisfactory to
Supplier in its sole discretion and shall be referred to as a “Logistics
Company”), together with a
description of the shipping and storage arrangements in detail satisfactory to
Supplier (the “Delivery
Arrangements”) and triparty
agreements in form and substance satisfactory to Supplier (“Triparty
Agreements”), duly executed by
each Logistics Company, (F) all
documents specified on Exhibit “A” annexed hereto and incorporated herein by
reference (other than documents that have been waived by Supplier), and (0) such
other documents as Supplier may require in its sole discretion (all of the
foregoing documents herein collectively called the “Transaction
Documents”). Supplier shall in
no event consider supplying or financing the acquisition of Goods in a
Transaction that (i) requires Supplier or Client to make any payment to a Seller
(whether directly, under a letter of credit or otherwise) before the Goods are
finished and ready for shipment or (ii) would give rise to a CR Receivable (as
such term is defined in the Factoring Agreement, as hereinafter defined).
Notwithstanding any other provision herein, Spectrum Bags, Incorporated is
hereby deemed to be an approved Logistics Company.










(b)           Supplier’s
Discretion. Client agrees that Supplier is not and shall not be obligated
to purchase or finance Goods or take any other action requested by Client
pursuant to this Section, and acknowledges that Supplier may reject any such
request for any reason (or no reason) in its sole discretion.





(c)           Accounts.
Client shall provide such documents and take such action as Supplier may require
from time to time to ensure that Client has the unconditional and irrevocable
right to assign each Customer Order and the related Account (as hereinafter
defined), including the right to receive all payments in connection therewith,
to Supplier. Client hereby grants to Supplier the right and authorizes Supplier
(but agrees that Supplier shall have no obligation) to ship all Goods supplied
or financed by it directly to the Customer, invoice the sale of the Goods to the
Customer and assign the Accounts arising therefrom to Supplier, either in its
capacity as Supplier hereunder or in its capacity as factor (in such capacity,
the “Factor”) under the
Factoring Agreement of even date herewith between Client and Factor (as it may
be amended, restated, supplemented or otherwise modified from time to time, the
“Factoring
Agreement”), on behalf of
Client and in Client’s name. Client further agrees that such Accounts may be
reassigned by any assignee. For the purposes of this Agreement, the term “Accounts”
shall mean and include all accounts and all other obligations of Customers
arising out of the sale and delivery of Goods pursuant to a Customer Order. All
Accounts related to the Goods (and all invoices and other instruments and
documents relating to such Accounts) shall (i) except as otherwise provided in
the Factoring Agreement, state that all payments in respect of the Accounts are
to be made directly to Supplier (in accordance with instructions to be provided
by Supplier to Client and printed, stamped or otherwise indicated on the related
invoices), and (ii) if Supplier so requires, be covered by one or more policies
in form and substance, and in amounts, that are satisfactory to Supplier, issued
by insurance companies that are acceptable to Supplier.





(d)           Related
Costs and Expenses. If all the Transaction Documents relating to a
contemplated Transaction are in form and substance acceptable to Supplier in its
sole discretion, Client may request Supplier to provide an Accommodation and
Supplier may, in its sole discretion, do so if it is satisfied with all other
matters relating to such Transaction. At Supplier’s option, Supplier in its sole
discretion may pay any Transaction Costs relating to such Transaction. Any
amounts paid by Supplier in respect of the purchase price of the Goods,
Transaction Costs and any and all other charges or expenses including, but not
limited to any and all filing fees, costs of collection, legal fees, royalty
payments and any and all other expenses, charges and fees incurred by Supplier
to protect its title or interest in and to the Goods, any and all charges, commissions,
fees, costs and expenses provided for in this Agreement and in any of the other
Supplier Documents (as defined below) shall be paid to Supplier by Client upon
demand.










(e)           No
Assumption of Obligations. Client confirms and acknowledges that,
notwithstanding anything to the contrary contained in this Agreement or any
other document, Supplier has not assumed and will not assume or be or become
liable for any of the obligations of Client to any Customer, Seller, Logistics
Company or other person or entity, under any Transaction Document or otherwise,
and Client shall remain fully liable for the performance of all such
obligations. The assignment herein of the Customer Orders is executed only as
security for the obligations of Client to Supplier; the execution and delivery
of this Agreement shall not subject Supplier to, or in any way affect or modify
the liability of Client under, any Customer Orders.





(f)           Title to
Goods.Client
acknowledges and agrees that Supplier shall hold good and marketable title to
all Goods purchased by Supplier from a Seller at Client’s request or covered by
Documents purchased by Supplier from a Document Lender at Client’s request, free
and clear of any liens, encumbrances, claims and adverse interests of Client or
any person or entity claiming through Client, other than as contemplated by that
certain Subordination Agreement of even date herewith between Client, PERF
Go-Green Holdings, Inc., Supplier, and certain third party lenders (as may be
amended or modified from time to time, the “Subordination
Agreement”) and Client hereby
expressly waives and releases, and expressly agrees that it will not assert, or
permit any other person or entity to assert, any such liens, encumbrances,
claims or adverse interests.





(g)           Delivery
Arrangements. No Goods shall be shipped unless Supplier is satisfied with
the Delivery Arrangements and approves them in writing. Unless Supplier
otherwise directs in its sole discretion, the Delivery Arrangements shall
provide that all Goods purchased or financed hereunder shall be handled by
Logistics Companies that are acceptable to Supplier in its sole discretion and
have executed and delivered Triparty Agreements and shall be shipped (at
Supplier’s option in its sole discretion) directly to Client, Customer,
Supplier, or a warehouse that is acceptable to Supplier. Supplier shall have no
obligation to use, and Client shall not use, any Logistics Company that has not
been approved in writing by Supplier.




(h)
            Shipping Location and
      Charges.





(i)           Supplier
retains the right at any and all times to ship Goods purchased or financed by it
hereunder to any location designated by Supplier, and Client hereby agrees to
accept the Goods at such location. Without limiting the generality of the
foregoing, Supplier may ship the Goods directly to the Customer in Client’s name
or its own name.





(ii)           Client
shall pay all shipping charges related to the Transactions. At Supplier’s
option, Client shall pay the shipping charges by: (a) prepaying such charges and
providing evidence of same to Supplier; or (b) paying to Supplier, upon the
execution and delivery of this Agreement and on Supplier’s demand from time to
time thereafter, an amount sufficient in Supplier’s judgment to cover shipping
charges relating to a request by Client for Goods, to be held in escrow by
Supplier for payment against the shipping invoices; or (c) paying Supplier upon
Supplier’s demand.





(i)           Invoices.Client shall issue, at
Supplier’s request and at Supplier’s option as Supplier’s agent, invoices
pursuant to the Customer Orders in such form as Supplier may in its sole
discretion direct.





(j)           Supplier
Letters of Credit. Client hereby agrees to reimburse Supplier immediately
upon demand for any payment (including without limitation in respect of
reimbursement, fees and charges) made or required to be made by Supplier to an
Issuer in respect of a Supplier Letter of Credit issued by it. The obligation of
Client to reimburse Supplier for payments under or in respect of Supplier
Letters of Credit shall be unconditional and irrevocable and shall be paid under
all circumstances including without limitation any of the following
circumstances: (i) any lack of validity or enforceability of any Supplier Letter
of Credit; (ii) the existence of any claim, set-off, defense or other right
which Client or Supplier may have at any time against a beneficiary or any
transferee of any Supplier Letter of Credit (or any person or entity for whom
any such transferee may be acting), or any other person or entity; (iii) any
draft or other document presented under any Supplier Letter of Credit proving to
be forged, fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect; (iv) payment by the
applicable Issuer under any Supplier Letter of Credit against presentation of a
draft or other document which does not substantially comply with the tenns of
such Supplier Letter of Credit; (v) any adverse change in the business,
operations, properties, assets, condition (financial or otherwise) or prospects
of Client; (vi) any breach of this Agreement or any related instrument or
document by any party thereto; or (vii) any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing. As between Client
and Supplier, Client assumes all risks of the acts and omissions of, or misuse
of any Supplier Letters of Credit by the respective beneficiaries of such
Supplier Letters of Credit. In furtherance and not in limitation of the
foregoing, Supplier shall not be responsible for: (i) the form, validity,
sufficiency, accuracy, genuineness or legal effect of any document submitted by
any party in connection with the application for and issuance of any such
Supplier Letter of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Supplier Letter of Credit or the
rights or benefits thereunder or proceeds thereof, in whole or in part, which
may prove to be invalid or ineffective for any reason; (iii) failure of the
beneficiary of any such Supplier Letter of Credit to comply fully with any
conditions required in order to draw upon such Supplier Letter of Credit; (iv)
errors, omissions, interruptions or delays in transmission or delivery of any
messages, by mail, cable, telegraph, telex or otherwise, whether or not they be
in cipher; (v) errors in interpretation of technical terms; (vi) any loss or
delay in the transmission or otherwise of any document required in order to make
a drawing under any such Supplier Letter of Credit or of the proceeds thereof~
(vii) the misapplication by the beneficiary of any such Supplier Letter of
Credit of the proceeds of any drawing under such Supplier Letter of Credit; or
(viii) any consequences arising from causes beyond the control of Supplier, and
none of the above shall affect or impair, or prevent the vesting of, any of
Supplier’s rights or powers hereunder.





§ 3.Inspection
of Goods. Supplier, in its sole discretion, may arrange for a
pre-shipment inspection of the Goods by an inspection company of its choice, or
require Client to cause the Goods to be inspected by an independent quality
control agency chosen by Client and approved by Supplier before Supplier pays
for such Goods or for the Documents that cover such Goods or makes an
advance or permits a drawing under a Supplier Letter of Credit that allows
Client to pay for such Goods or related Documents. Supplier may consider waiving
the requirement of an independent pre-shipment inspection of Goods by a third
party if the Customer with respect to such Goods (i) nominates an independent
inspector satisfactory to Supplier, in its sole discretion, or (ii) takes
responsibility in writing for inspecting such Goods. A representative of
Supplier or any individual designated by Supplier shall have access to inspect
all Goods purchased or financed by Supplier hereunder at any and all times until
they are delivered to Customer. Client shall pay all costs and fees incurred by
Supplier in connection with the inspection and examination of such Goods
immediately upon demand by Supplier.










§
4. Purchase Price,
Fees and Charges.





(a)           Purchase
Price. In the event that Client requests that Supplier supply Goods to
it, Client shall purchase such Goods from Supplier for a purchase price (the
“Purchase
Price”)
equal to the sum (without duplication) of (i) the total amount paid or to be
paid by Supplier to Seller for the Goods, or the total amount paid or to be paid
by Supplier to a Document Lender for Documents covering the Goods, plus (ii) the
aggregate amount of Supplier’s obligations, whether absolute or contingent,
under or in respect of any related Supplier Letters of Credit, plus (iii) all
related Transaction Costs, bank fees and charges and inspection costs, plus (iv)
all other amounts advanced by Supplier to Client or to a third party for
Client’s benefit, plus (v) all other charges, costs, fees and expenses provided
for in this Agreement (the sum of the amounts specified in clauses (i), (ii),
(iii), (iv), and (v) above being herein referred to as the “Expenses”), plus (vi) the
Margin. For this purpose, the term “Margin”
means with respect to each request by Client for Supplier to supply or finance
Goods under this Agreement, an amount equal to 2.0% of the total amount of
Expenses relating to such Goods for each 30-day period (or portion thereof),
commencing on the earliest Supplier Acquisition Date (as defined below) with
respect to such Goods and continuing until the date on which all Accounts in
respect of such Customer Invoice have been factored and funded in full under the
Factoring Agreement or otherwise paid in full in cash. The term “Supplier
Acquisition Date”means, with respect to any Goods, the date on which Supplier first incurs
an obligation (whether absolute or contingent) to purchase such Goods or any
exposure with respect to such purchase (whether by placing a purchase order, by
issuing or causing the issuance of a letter of credit, by making an advance, or
for any other reason). The Purchase Price, and all other obligations of Client
to Supplier, shall be paid by Client to Supplier immediately upon
demand.





(b)           Letter of
Credit Fees. In the event that Supplier obtains a Supplier Letter of
Credit, Client shall pay to Supplier (i) a fee equal to 0.25% of the face amount
of such Supplier Letter of Credit, payable (A) on the first day of each 90-day
period (or portion thereof) that such Supplier Letter of Credit is outstanding
and (B) on any date on which such Supplier Letter of Credit is renewed, extended
or cancelled, (ii) a fee equal to 0.25% of the face amount of each draft
presented under such Supplier Letter of Credit, payable on the date such draft
is presented to the Issuer thereof, and (iii) any additional fees, charges,
costs, expenses or other amounts charged by the Issuer thereof





(c)           Maximum
Amount. Notwithstanding any provision to the contrary contained herein,
if a court of competent jurisdiction should deem any portion of the Purchase
Price or any commissions,
costs, fees or charges provided for in this Agreement to be interest and such
interest is deemed by such court to be in excess of the maximum contract rate
permitted by the applicable usury law, the provisions of this subsection (c)
shall govern and control and neither Client nor any Guarantor (as hereinafter
defined) shall be liable to pay the amount of such interest to the extent that
it is in excess of the maximum interest rate permitted by law, any such excess
which may have been received by Supplier shall be either applied against the
then unpaid obligations of Client to Supplier (other than any such obligations
that are deemed to be excessive interest as aforesaid) or at Supplier’s option
refunded to Client, and any portion of the Purchase Price or any commissions,
costs, fees or charges deemed to be interest by such court shall be
automatically reduced to the maximum interest rate allowed by law.












(d)           Shortfall.
Client hereby agrees that, notwithstanding anything to the contrary contained
herein or in any other Transaction Document, in the event that the aggregate
principal amount of all advances Factor expects to make under the Factoring
Agreement on accounts receivable arising from the sale of Goods supplied or
financed by Supplier in a particular Transaction is less than the total
anticipated Supplier Exposure for such Transaction (the amount by which it is
less, herein called the “Shortfall”), Client shall
remit to Supplier immediately upon demand and as a condition to Supplier’s
providing the Accommodation requested by Client in connection with such
Transaction, cash collateral in an amount equal to or exceeding the Shortfall.
Client further agrees that Supplier may, at its option, charge the amount of the
Shortfall to Client’s account with the Factor.





§ 5.Sale of
Goods.Client
shall deliver Goods to each Customer in accordance with (i) its customary
business practice; (ii) the terms and conditions of the relevant Customer Order;
(iii) the terms and conditions of any Triparty Agreement; (iv) the terms and
conditions of the Factoring Agreement; and (v) the terms and conditions of this
Agreement. In the event that Supplier delivers or arranges for the delivery of
Goods directly to a Customer, then simultaneously with such delivery Supplier
shall, under the following terms and conditions, sell such Goods to Client to
allow Client to deliver the Goods pursuant to the Customer Order.





(a)           Accounts.
Client represents and warrants with respect to all Accounts that (A) each such
Account will: (i) cover a bona fide sale and delivery of merchandise usually
dealt in or sold by Client or the rendition of services to customers in the
ordinary course of Client’s business; (ii) cover merchandise or services which
have been received and will be accepted by the respective Customer without
dispute or claim of any kind or nature; (iii) not represent a consignment,
“guaranteed return” or other type of conditional sale; (iv) be for a liquidated
amount maturing as stated iii the respective invoice covering said sale and
Client’s assignment thereof to Supplier; (v) be absolutely enforceable against
the respective Customer free and clear of any condition, offset, deduction,
counterclaim, lien or encumbrance except in favor of the Factor; and (B) at the
time of assignment of each such Account Client shall not be aware of anything
detrimental to the relevant Customer’s credit. Client hereby represents that it
will not re-date any sale or invoice without Supplier’s prior written
approval.





(b)           Supplier
Payments. Except as otherwise provided in the Factoring Agreement, Client
will cause each Customer to pay all amounts generated from all Accounts directly
to Supplier. Any payment to which Supplier is entitled with respect to any sale
of Goods is herein referred to as a “Supplier
Payment”.





(c)           Supplier’s
Property.Except
as otherwise provided in the Factoring Agreement or  the Subordination
Agreement, all Accounts shall remain the sole property of Supplier unless and
until all Supplier Payments have been paid in full to Supplier.





(d)           Turnover
of Payments; Deficiency. Any amount received by Client in connection with
the sale of Goods shall be immediately turned over to Supplier in the form
received and paid directly to Supplier. Client shall not factor, assign or grant
any security interest in any accounts receivable to any person or entity other
than Star Funding, Inc., except for Permitted Liens (as defined in the Security
Agreement of even date herewith between the Client and Supplier) unless (i)
Client shall have obtained the prior written consent of Supplier and (ii) Client
shall have delivered to Supplier an intercreditor agreement in form and
substance satisfactory to Supplier, duly executed by Client and such person or
entity. Client hereby expressly grants Supplier the right to set off any amount
owed by Client to Supplier against any amount otherwise due Client under this
Agreement or otherwise, and Client shall remain liable to Supplier at all times
for any deficiency with respect thereto. If for any reason Supplier does not
receive an amount in connection with the sale of Goods sufficient to reimburse
or pay Supplier in full for all amounts owing under this Agreement or any other
Supplier Document, Client shall pay to Supplier on demand the amount of any
deficiency.





(e)           Sale to
Customer. Provided all of the foregoing terms and conditions are
satisfied with respect to any shipment of Goods and Client provides Supplier
with (i) a copy of the invoice to Customer acceptable to Supplier in its sole
discretion, (ii) proof of assignment of the Accounts to Supplier (or Factor, if
the Accounts are being factored under the Factoring Agreement) satisfactory to
Supplier in its sole discretion, (iii) receipt of the shipping documents
evidencing the shipment of the Goods to the Customer satisfactory to Supplier in
its sole discretion, (iv) if required by Supplier in its sole discretion, an
inspection certification by Customer’s representative stating that the Goods
meet the specifications of the Customer Order, and (v) any and all other
documents Supplier in its sole discretion may request, Supplier shall
simultaneously therewith sell the Goods to Client. In order to ensure Client’s
compliance with this Section a representative of Supplier may be present when
the Goods are shipped to the Customer.





§ 6.Application
of Payments. All payments received by Supplier with respect to any
Transaction will be applied by Supplier to the payment in full of Client’s
obligations to it hereunder in such order and manner as it may determine in its
sole discretion. So long as no Event of Default (as defined below) shall have
occurred and be continuing, any amounts remaining after such payment in full
shall be remitted to Client or as required by a court of competent
jurisdiction.





§ 7.Custody
of Goods and Security Interest.





(a)           Custody. At all times
during which a Logistics Company has possession of or control over Goods and
until such Goods are sold to Client pursuant to §5,Client shall cause the
Logistics Company to (i) hold such Goods as the bailee and agent of Supplier;
(ii) segregate such Goods from any other goods owned by Client or any other
person; (iii) clearly and conspicuously mark or otherwise identif5r such Goods
as owned by Supplier; (iv) issue warehouse receipts and other documents, in form
and substance satisfactory to Supplier, showing Supplier’s ownership of such
Goods; and (v) exercise prudent care in holding such Goods. Client shall remain
solely liable for all
warehousing, processing and manufacturing charges and shall provide Supplier
with proof of payment of such charges within three (3) days before the date
payment is due. Client shall also (A) procure and maintain, at its own expense,
adequate insurance covering such Goods, naming Supplier as additional insured
and loss payee and (B) maintain a perpetual inventory of such Goods, which shall
be subject to examination and verification by Supplier at any time.












(b)           Security
Interest. As collateral security for all of Client’s indebtedness and
obligations to Supplier, whether matured or unmatured, absolute or contingent,
now existing or hereafter arising (including, without limitation, under
indemnity or reimbursement agreements or by subrogation), and howsoever acquired
by Supplier, whether arising directly between Client and Supplier or acquired by
Supplier by assignment, including, without limitation, all obligations of Client
to Supplier hereunder, under the Factoring Agreement and under all other
Supplier Documents, Client hereby irrevocably assigns and transfers to Supplier,
and grants Supplier a security interest in, all of Client’s personal property
and fixtures, whether now owned or hereafter acquired, whether now existing or
hereafter created, and wherever located, including without limitation the
following:





(i)           all
present and future accounts (including without limitation the Accounts),
contract rights, general intangibles, chattel paper, choses in action, documents
and instruments, including, without limitation: (A) all monies, deposit
accounts, reserves, credit balances, acceptances, securities, guarantees,
letters of credit and other collateral together with all proceeds thereof
(including without limitation insurance proceeds); (B) all enforcement and other
rights and remedies with respect to accounts, including all rights of stoppage
in transit, replevin, reclamation and repossession; (C) all trademarks, patents,
copyrights, applications, licenses, goodwill, customer lists, security and all
other deposits, rights as licensee or licensor of any kind or nature, royalties,
together with all other intellectual property rights of whatever kind or nature
of Client with respect thereto and any and all general intangibles; (D) all
federal, state and local tax refund claims; (E) all goods relating to or which
by sale have resulted in accounts, including all returned, reclaimed or
repossessed goods; (F) all purchase orders and contracts pursuant to which (I) a
customer has agreed to purchase goods from Client or (2) the customer has agreed
to purchase goods from a supplier (including without limitation the Customer
Orders); (G) all rights to payment under any factoring agreement with respect to
any such accounts; and (H) all other tangible property of every kind and
nature;





(ii)           all
of Client’s now owned and hereafter acquired inventory and goods of every kind
and description now or hereafter owned or acquired and wherever located
(including but not limited to the Goods), including without limitation, all raw
materials, work in process and finished or semi-finished inventory and any other
personal property held for sale, exchange or lease or used in connection with
the manufacturing, packing, shipping, advertising and selling thereof and all
documents of title and other documents representing the foregoing;





(iii) all
of Client’s now owned and hereafter acquired equipment and fixtures of every
kind, including, without limitation, all furniture, trade fixtures, office
machines, computer, software and hardware, telephone equipment, vehicles,
machinery, tooling and all additions, substitutions, accessions and replacements
thereto;




(iv) all
of Client’s now owned or hereafter acquired instruments, letters of credit,
chattel paper, general intangibles, contract rights, reserves, credit balances,
deposit accounts, letter of credit rights, investment property, financial
assets, and acceptances, including any of the foregoing that arise from, relate
to, or result from any Goods supplied or financed by Supplier hereunder or any
Accounts arising from the sale thereof;












(v)           all
present and future books and records relating to any of the above, including,
without limitation, ledgers, books of accounts, records, manuals, tapes, cards,
computer programs, disks, tapes, printouts, data and all other computer
information in the possession or control of Client, any computer service bureau
or other third party; and





(vi) all
products and proceeds of any of the foregoing in any form, including, without
limitation, all insurance proceeds, all accessions thereto or substitutions and
replacements therefor, together with any claims against third parties for loss
or damage to or destruction of any or all of the foregoing, all rights in
litigation, claims under guarantees, security interests or other security held
by or granted to Client to secure payment of any of the receivables by an
account debtor, and all proceeds and rights to payment under any factoring
agreement covering any account.





(c)           Meaning
of Terms. Any terms used in this Agreement that are defined in the
Uniform Commercial Code as adopted in the State of New York and are not
otherwise defined herein shall be used herein with the meanings given to them in
the Uniform Commercial Code. All of the collateral described in Sections 7(a)
and 7(b) is collectively defined as “Collateral.”





(d)           Notices
and Suits. Client shall notify Supplier promptly of any matters affecting
the value, collectability or enforceability of any letter of credit (including
without limitation any Customer Letter of Credit) or Account and of any dispute
with any Customer and of any condition, offset, deduction, defense,
counterclaim, return or rejection by any Customer. Client hereby grants Supplier
the power to bring suit in the name of Supplier or Client and exercise all other
rights as owner of such Accounts, including, but not limited to, the rights to,
in good faith, extend the time of payment, settle, compromise or release, in
whole or in part, any amounts owing with regard to the Goods. Supplier shall not
have any liability with respect to the Accounts.





(e)           Financing
Statements. Client shall execute and deliver for filing and/or recording,
at its own cost and expense, any financing statements, security agreement, or
other documents requested by Supplier to perfect Supplier’s security interest in
and lien on the Collateral, or to confirm Supplier’s ownership of the Goods,
Customer Orders and Accounts, and Client hereby expressly authorizes Supplier to
file any such financing statements without the signature of Client.





(f)           Other
Liens; Remedies. Client represents and warrants that there are no
security interests, liens, claims, judgments or encumbrances of any kind or
nature on the Goods and the Accounts resulting therefrom, other than security
interests in favor of Supplier and in favor of the Factor, and the Permitted
Liens (as defined in the Security Agreement of even date herewith between the
Client and Supplier). Supplier shall have with respect to the Collateral all of
the rights and remedies allowed by law and the rights and remedies of a secured
party under the Uniform Commercial Code as enacted in any jurisdiction in which
any of the Collateral may be located,
and in addition any and all rights set forth in this Agreement or any other
Supplier Document.










(g)           Power of
Attorney. Client authorizes Supplier and does hereby make, constitute and
appoint Supplier and any officer, employee or agent of Supplier with full power
of substitution as Client’s true and lawful attorney-in-fact with power in its
own name or in the name of Client, to sign, endorse and present any notes,
checks, drafts, money orders or other instruments of payment (including payments
under or in respect of any policy of insurance) in respect of the Goods and
Collateral that may come into the possession of Supplier; to sign, endorse and
present any documents relating to the Goods or the Collateral, including without
limitation any and all drafts, invoices and other documents required to draw
down under Customer Letters of Credit; to pay or discharge taxes, liens,
security interests or other encumbrances at any time levied or placed on or that
are threatened against the Collateral; to grant, collect, receipt for,
compromise, settle and sue for monies in respect of the Collateral; and,
generally, to do at Supplier’s option and at Client’s expense, at any time, and
from time to time, all acts and things which Supplier deems necessary to
protect, preserve and realize upon the Collateral and Supplier’s security
interests therein in order to effect the intent of this Agreement, as fully and
effectually as Client might or could do; and Client hereby ratifies all that
said attorney shall do or cause to be done by virtue hereof THIS POWEROF
ATTORNEY IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE FOR AS LONG AS ANY
OF CLIENT’S OBLIGATIONS HEREUNDER SHALL BE OUTSTANDING. Client agrees that
Client shall pay to Supplier upon demand any fees, costs and expenses incurred
by Supplier pursuant to the foregoing authorization.





§ 8.Guarantees.
In order to provide additional security for the payment and performance of all
of its obligations to Supplier under this Agreement, Client has offered and
Supplier has accepted (i) the full, unlimited, unconditional and irrevocable
guarantee of PERF Go-Green Holdings, Inc., the 100% owner of Client (“Parent”) of the payment and
performance of such obligations, and (ii) certain validity guaranties of Louis
Giusto, Michael Caridi, and Anthony Tracy (each a “Guarantor”
and, collectively, the “Guarantors”).





§ 9.Books and
Records. Client shall maintain complete books and records in a manner
reasonably satisfactory to Supplier and shall ensure that to the extent
requested by Supplier its books and records accurately reflect Supplier’s
interest in the Collateral. Supplier, its employees, agents, accountants and
attorneys shall have access, at Client’s sole cost and expense, to all of
Client’s books and records and to any of the offices, inventory locations and
other facilities of Client for the purpose of inspection and to make extracts
from such books and records, to examine Client’s inventory, to conduct field
examinations with respect to Client’s assets, to verify the adequacy of Client’s
accounting system, including periodic inventory reporting, to spot test purchase
orders, accounts receivable, accounts payable, inventory, and cash disbursements
and receipts, to verify payroll taxes, to confirm that all tax payments are
current, to perform or review bank reconciliations, to evaluate Client’s
bookkeeping and financial staff, and to discuss Client’s affairs, inventory and
accounts with its officers and accountants upon prior reasonable notice, at all
reasonable times and as often as Supplier may require during business hours (or
at any time of day without notice after the occurrence and during the
continuance of an Event of Default).





§ 10.Provision
of Information. Client shall provide Supplier with the information set forth on
Exhibit “A”annexed hereto and any other
information Supplier may request, including but not limited to trade, legal,
accounting and banking references, financial statements and state, federal, and
other tax returns and a completed Client application which shall become an
integral part of this Agreement.












§ 11.Notice of
Default. The Client hereby agrees to deliver to Suplier, within three (3)
business days after the occurrence thereof, written notice of the occurrence of
any event which constitutes, or which with notice or lapse of time, or both,
would constitute an Event of Default (as defined below).





§ 12.Representations,
Warranties and Covenants of Client. Client represents, warrants and
covenants to Supplier as follows:





(a)           Client
is a corporation duly organized and validly existing in good standing under the
laws of its jurisdiction of organization specified in the preamble hereto and
has full power and authority to own its properties and carry on its business in
the places where such properties are now owned or such business is now being
conducted. Client is duly qualified, licensed or authorized to transact business
as a foreign corporation in any jurisdiction where such qualification, license
or authorization is required under applicable law in light of the
location or character of Client’s properties and operation of its
business.





(b)           Client
has full corporate power and authority to execute and deliver this Agreement,
the Factoring Agreement, all Transaction Documents and all other agreements and
instruments relating hereto or thereto (collectively, the “Supplier
Documents”) and to assume and
perform its obligations hereunder and thereunder. The execution and delivery of
the Supplier Documents by Client and the performance of its obligations
hereunder and thereunder have been duly authorized by all required corporate
action on the part of Client. The Supplier Documents have been duly executed and
delivered by Client and are legally valid and binding obligations of Client and
enforceable against Client in accordance with their terms. The execution and
delivery of the Supplier Documents by Client does not, and the performance of
its obligations hereunder and thereunder will not, violate any provision of
Client’s Certificate of Incorporation or Bylaws or any law, rule, regulation or
order applicable to Client. The execution, delivery and performance of the
Supplier Documents will not violate any agreement or instrument to which Client
is a party, other than violations, if any, for which full waivers or other
consents have been obtained by Client and delivered to Supplier pursuant to the
Subordination Agreement.





(c)           Client
is not in default under any material contract to which it is a
party.





(d)           At
the time Supplier provides any Accommodation to Client with respect to any
Goods, such Goods shall not be subject to any security interest or other lien,
claim, charge or encumbrance of any person or entity other than Supplier, other
than those specified in §7(f) hereof and Client’s right to purchase such Goods
pursuant to §5.




(e)            No
consent, order or approval of or filing with, any court, tribunal, governmental
body or agency, or other person or entity, is required in connection with
Client’s execution, delivery or performance of the Supplier Documents, other
than consents which have been obtained by Client and delivered to Supplier
pursuant to the Subordination Agreement.








(f)           There
are no judgments outstanding against Client and there are no actions or
proceedings before any court or administrative agency pending or to the
knowledge of Client threatened against Client.





(g)           Client
has no indebtedness outstanding to any party except: (i) current accounts
payable arising in the ordinary course of its business; (ii) the indebtedness
listed in the most recent balance sheet of Client submitted to Supplier prior to
its execution of this Agreement; and (iii) the indebtedness of Client set forth
on Exhibit “B” annexed hereto.





(h)           Client
has (and shall at all relevant times have) full right, power and authority to
assign its rights and interests under Customer Orders to Supplier and Factor,
all consents required in connection with the assignment of its rights and
interests thereunder and the execution, delivery and performance of the Supply
Agreement, the Factoring Agreement and all other Supplier Documents have been
obtained, and such assignment, execution, deliver and performance does not
constitute a breach or violation of, or a default under, any contract or
agreement between Client and any of its Customers. Client has not assigned,
pledged or encumbered any of its rights or interests under any Customer Order
submitted to Supplier hereunder or any contract under which such order is
issued, except to Factor pursuant to the Factoring Agreement, to Supplier
pursuant hereto, and to any third party to the extent contemplated by the
Subordination Agreement or in connection with the Permitted Liens. Client shall
not sell, assign, transfer, pledge or encumber any of its rights or interests
under any Customer Order submitted to Supplier hereunder or any contract or
agreement under which such Customer Order is issued to any person or entity
other than Supplier or Factor or any third party, to the extent contemplated by
the Subordination Agreement or in connection with the Permitted
Liens.





(i)           Client
shall (i) observe and perform, or cause to be observed and performed, in a
timely manner, each and every material term, covenant and condition of each
Customer Order submitted to Supplier hereunder and each contract or agreement
under which such Customer Order is issued, (ii) notify Supplier promptly of any
notice of default Client may send or receive with respect to any such Customer
Order, contract or agreement, (iii) notify Supplier promptly of any notice of
cancellation or termination Client may send or receive with respect to any such
Customer Order, contract or agreement, (iv) notify Supplier promptly of any
amendment or modification to any such Customer Order, contract or agreement, and
(v) not agree to any such amendment or modification that adversely affects
Supplier, without obtaining Supplier’s prior written consent.





§ 13.Events of
Default and Remedies. (a) Any one or more of the following events shall
constitute an Event of Default under this Agreement (each an “Event of
Default”):





(i)           Client
shall fail to make any payment under this Agreement or under any of the Supplier
Documents (including, without limitation, any mandatory prepayment) when due or
when demanded by Supplier under this Agreement or under any other Supplier
Document or under any other document delivered to Supplier by or on behalf of
Client.





(ii)           Client
or any Guarantor shall default in the performance or observance of any term or
covenant contained in this Agreement or under any other Supplier Document, or
under any other
document delivered to Supplier by or on behalf of Client in connection with the
transactions contemplated herein.












(iii) Any
representation or warranty made by or on behalf of Client or any Guarantor in
this Agreement, any other Supplier Document or in any other certificate,
agreement, instrument or document delivered to Supplier by or on behalf of
Client or any Guarantor in connection with the transactions contemplated herein
at any time proves to have been incorrect when made in any respect.





(iv) An
event of default or default shall occur under any other agreement, document or
instrument executed and delivered to Supplier by Client or on behalf of Client
in connection with the transactions contemplated herein.





(v)
Client or any Guarantor shall default in the payment of any indebtedness for
borrowed money (including any such indebtedness in the nature of a lease), or
shall default in the performance or observance of the terms or conditions of any
instrument pursuant to which such indebtedness is outstanding, or any other
event shall occur, the result of which is to cause, or to permit the holder(s)
thereof to cause, the same to become due prior to its stated maturity (whether
or not such default is waived by the holder(s) thereof).





(vi) Any
change in the condition or affairs (financial or otherwise) of Client or PERF
Go-Green Holdings, Inc. shall occur which, in the sole discretion of Supplier,
materially increases the risk with respect to the payment of any amounts due
Supplier under this Agreement or under any other Supplier Document or under any
other document delivered to Supplier by or on behalf of Client.





(vii)
Client or PERF Go-Green Holdings, Inc. shall become insolvent, make an
assignment for the benefit of creditors, file a petition in bankruptcy, be
adjudicated insolvent or bankrupt, admit in writing its respective inability to
pay its debts as they mature, petition or apply for, consent to, or acquiesce in
the appointment of a trustee or receiver for itself or for any part of its
respective property; or any other bankruptcy, reorganization, debt arrangement
or other proceeding under any bankruptcy or insolvency law; or any dissolution
or liquidation proceeding shall be instituted by or against Client or PERF
Go-Green Holdings, Inc.; or any judgment, writ of attachment or execution or any
similar process shall be issued or levied against any part of the property of
Client or of PERF Go-Green Holdings, Inc.





(viii)
Any of the Sellers of Goods shall not deliver such Goods in accordance with the
terms of the relevant purchase orders.





(ix) Any
Customer purchasing Goods shall cancel an order and such order is not replaced
with another customer order acceptable to Supplier in its sole discretion within
five (5) days of cancellation of the original order and Client does not purchase
the Goods from Supplier within five (5)days of cancellation of
the original order.





(x) Any
event shall occur that constitutes, or with the giving of notice or lapse of
time would constitute, an event of default under the Factoring
Agreement.








(xi) Any
Customer Letter of Credit issuer shall fail or refuse, for any reason, to amend
or extend or make payment upon demand of any letter of credit or guarantee
opened by it for the Customer’s account.





(xii)
Client shall incur any indebtedness for borrowed money subsequent to the date
hereof to which Supplier has not consented in writing, other than (1)
indebtedness to Factor pursuant to the Factoring Agreement, (2) trade
liabilities incurred in the ordinary course of business, and (3) other
indebtedness incurred in the ordinary course of business not to exceed $100,000
in the aggregate.





(xiii)
Supplier or Supplier’s representative, or any Customer or Customer’s
representative, shall inspect any Goods and find them not to comply with the
relevant Customer Order specifications, or any Goods shall fail to pass such
inspection for any reason.





(xiv)
Client shall fail to conform with and meet the manufacturing, processing or
delivery schedule provided by Client to Supplier in the budget or set forth in
any Customer Order.





(xv)
Supplier shall in good faith believe that the Goods will be manufactured or
processed to the specifications of the relevant Customer Order as to quality or
quantity or timeliness of completion of manufacturing or processing or
otherwise.





(xvi)
Client shall fail to execute and deliver or cause to be executed and delivered
to Supplier any document, certificate or instrument requested by Supplier in its
sole diseretion in form and substance acceptable to Supplier in its sole
discretion.





(xvii)
There shall be a defect in Client’s title to any of the Collateral.





(xviii)
The security interest granted to Supplier under this Agreement or any other
Supplier Document shall for any reason other than by or through the conduct of
Supplier, cease to be valid or become impaired.





(xix)
Supplier’s ownership rights to any Goods purchased by it from a Seller or
covered by Documents purchased by it from a Document Lender shall be threatened
or challenged.





(b)           Remedies.
Upon the occurrence and during the continuation of an Event of Default, Supplier
may without notice or demand to Client or any Guarantor: (i) terminate its
obligations hereunder; (ii) sell any or all of the Goods in any manner in which
it may choose; (iii) demand that Client assemble the Collateral or cause it to
be assembled at such place or places as Supplier may designate by written
notice; (iv) take any action available to a secured party under the Uniform
Commercial Code; (v) pursue any available legal or equitable remedy; (vi)
exercise any or all of its rights and remedies under this Agreement or under any
Supplier Document, or under any other document or agreement executed by or on
behalf of Client and delivered to Supplier; and (vii) declare all amounts owed
hereunder to Supplier immediately due and payable (and upon the occurrence of an
Event of Default described in Section 1 3(a)(vii) above, all such amounts shall
automatically and immediately become due and payable without any notice from or other
action on the part of Supplier). Supplier may exercise any and all rights and
remedies granted herein, in the Supplier Documents, allowed by law, including
but not limited to, the rights and remedies of a secured party under the Uniform
Commercial Code, and each and every right and remedy granted to Supplier herein
or in the Supplier Documents or allowed by law shall be cumulative and not
exclusive of one of the other rights and remedies and may be exercised by
Supplier at any time and from time to time as often as may be
necessary.










§ 14.Insurance,Client shall keep and
maintain all Goods insured against loss, damage or liability from such risks as
are customarily insured against by similar businesses (including without
limitation cargo insurance) and as it may be required by any Customer for the
full insurable value thereof; and shall maintain liability insurance policies in
such amounts and covering such risks as are ordinarily insured against by other
owners in similar businesses (including without limitation product liability
insurance), with companies acceptable to Supplier in its sole discretion and
under policies in form and substance acceptable to Supplier in its sole
discretion. All property, casualty, and all credit insurance policies, shall
contain a loss payable endorsement in form satisfactory to Supplier, naming
Supplier as loss payee thereof, and containing a waiver of warranties, and all
proceeds payable thereunder shall be payable to the Supplier to be applied to
Client’s obligations to it hereunder. All liability policies shall name Supplier
as additional insured. Any credit insurance policies maintained by Client with
respect to any Accounts shall contain a loss payable endorsement in form
satisfactory to Supplier, naming Supplier as loss payee thereof; and all
proceeds payable thereunder shall be payable to the Supplier to be applied to
Client’s obligations to it hereunder and under the Factoring Agreement. In
addition, all of Client’s insurance policies shall provide that Supplier shall
(i) be given at least thirty (30) days’ prior written notice of any amendment,
modification or cancellation thereof, and (ii) have the option, but not the
obligation, to pay the premiums to continue such insurance in effect or obtain
like coverage and any and all costs and amounts paid by Supplier to continue
such insurance or obtain like coverage shall be paid by Client to Supplier upon
demand. Client shall pay when due all premiums on the foregoing insurance
policies, shall ensure that such policies remain in full force and effect at all
times, and shall deliver to Supplier certified copies of such policies of
insurance and evidence of the payments of all premiums therefor. Client hereby
appoints Supplier as its attorney-in-fact to make, adjust, collect and/or settle
any claim under an insurance policy insuring such Goods.





§
15. Indemnification
and Expenses.





(a)           Client
shall pay on demand, whether or not any of the transactions contemplated hereby
shall be consummated, (i) the disbursements and reasonable fees of counsel for
Supplier in connection with the preparation of this Agreement and the other
Supplier Documents and the transactions contemplated hereby and thereby and any
amendment or modification hereof or thereof, (ii) all recording and release
taxes, appraisal fees, transfer, documentary, stamp and similar taxes, title and
lien search, filing and recording fees, corporate search fees, insurance fees,
duplicating costs, escrow agent fees and other fees, charges, and other expenses
at any time incurred by Supplier or otherwise payable in respect of this
Agreement, any other Supplier Document, any Goods, any Transactions, the
Collateral, the incurrence of the obligations hereunder or under any other
Supplier Document or the grant of liens and security interests to Supplier
pursuant hereto or thereto or the perfection thereof; (iii) all internal charges
and out-of- pocket
expenses incurred by Supplier in connection with the performance of any
inspections, field examinations or audits performed by it or any of its agents
or representatives with respect to Client, its books and records, or any of its
assets, and (iv) all expenses incurred by Supplier in connection with the
enforcement of any rights or remedies hereunder or under any other Supplier
Document, including without limitation costs of collection and attorneys’ fees
and out-of-pocket expenses.












(b)           Client
shall indemnify Supplier and each of its directors, officers, employees,
attorneys, agents and affiliates against, and hold each of them harmless from,
any loss, liabilities, damages, claims, costs and expenses (including reasonable
attorneys’ fees and disbursements) suffered or incurred by any of them arising
out of; resulting from or in any manner connected with, the execution, delivery
and performance of each of the Supplier Documents, the Transactions, and any and
all other transactions related hereto or thereto or consummated in connection
herewith or therewith, except to the extent such losses, liabilities, damages,
claims, costs, and expenses are the direct or indirect result of Supplier’s
gross negligence or willful misconduct.





(c)           Amounts
payable by Client pursuant to this Section that are not paid in full within one
business day after demand therefor by Supplier shall accrue interest at the
highest rate per annum permitted under applicable law. The covenants contained
in this Section shall survive the repayment of Client’s other obligations
hereunder.





§ 16.Limitation
on Supplier’s Liability. (a) SUPPLIER MAKES NO REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR OTHERWISE WITH RESPECT TO ANY GOODS OR SERVICES. Supplier
has no liability or responsibility to Client or any other person with respect
to: (i) the conformity of any Goods purchased by Client to satisfy the
Customer’s Orders; (ii) the conformity of any Goods to the Customer’s Order;
(iii) the accuracy of any information in any report or statement prepared by
Supplier at the request of Client or any Customer; (iv) the collectability of
any Accounts; (iv) the timeliness of presentation of documents under, or the
conformity of any documents with any requirements for drawings under, Letters of
Credit, including Customer Letters of Credit; (v) the timeliness or location of
any delivery of Goods, or (vi) the withdrawal by any insurance company of (or
refusal to issue) credit insurance. Further, Supplier is not responsible or
liable for any failure or delay in providing services or Goods to Client or for
any inaccuracy, omission, error or discrepancy or the destruction or loss of any
records or documents.





(b)           Supplier’s
sole liability to Client shall be for Supplier’s gross negligence or willful
misconduct. To the maximum extent permitted by law, Supplier’s liability
hereunder (whether any claim of liability is based on violation of law, breach
of contract, negligence, or otherwise) shall in no event exceed the amount
actually received by Supplier pursuant to § 4.IN NO EVENT SHALL SUPPLIER BE LIABLE
FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUPPLIER IS ADVISED OF
THE POSS1BILITY THEREOF.





(c)           Neither
Client nor Supplier has any right or power to incur any liability or obligation
on behalf of the other except in accordance with the provisions of this
Agreement.








§ 17.Sales
Taxes, Customs Charges and other Expenses. Client shall promptly pay all
sales taxes, withholding taxes, customs charges, duties, tariffs, import
charges, levies and any and all other governmental and/or regulatory expenses,
charges and taxes of any kind applicable to Supplier’s purchase and/or sale of
Goods hereunder. In addition, Client shall also promptly pay, upon submission of
bills, invoices or other appropriate documentation thereof, all out-of-pocket
costs and expenses incurred by Supplier in connection with the negotiation and
preparation of this Agreement and the transactions contemplated hereby, any
amendments hereto or to any Letters of Credit issued pursuant hereto, and any
other costs and expenses relating to this Agreement or any related instrument or
document, including without limitation Supplier’s attorneys’ fees and
disbursements. Client shall pay to Supplier, in the event of any Event of
Default or breach by Client, any and all costs and expenses incurred by Supplier
in collecting any and all amounts owed to Supplier hereunder and under any other
document executed by Client or on behalf of Client and delivered to Supplier and
in enforcing its rights hereunder and under any other document executed by
Client or on behalf of Client and delivered to Supplier, including without
limitation any court costs, attorneys’ fees and disbursements.





§ 18.Term and
Termination. The term (the “Term”) of this Agreement shall commence on
the date hereof and shall expire on the first anniversary of such date; provided, however, that the
Term of this Agreement shall be automatically renewed for additional twelve (12)
month periods unless either party gives the other party at least sixty (60)
days’ advance notice in writing of its intent to terminate this Agreement as of
the end of such initial or renewal period. The foregoing notwithstanding, any
obligations Supplier may have hereunder shall terminate on the earlier of (a)
delivery of written notice to that effect by Supplier to Client or (b) the
occurrence of any Event of Default. All obligations of Client hereunder will
survive any such termination.





§ 19.Limitation
of Authority. Except as expressly provided herein, no provision hereof
shall be deemed to create any partnership or joint venture or joint enterprise
or association between the parties hereto, or to authorize or to empower either
party hereto to act on behalf of, obligate or bind the other party
hereto.





§ 20.Notices.
Except as otherwise expressly provided herein, any notice or demand required or
permitted to be given or made hereunder shall be deemed to have been duly given
or made for all purposes if in writing and sent by: (a) messenger or an
overnight courier service, or (b) certified or registered mail, postage prepaid,
return receipt requested; or (c) sent by telegram, telecopy, telex or similar
electronic means; provided, that a
written copy thereof is sent on the same day by postage-paid first-class mail.
Such notices shall be sent to the addresses and fax numbers provided below or at
other addresses and fax numbers as either party may direct from time to time in
accordance with this Section.





If to
Supplier:




Star
Funding, Inc.


237 West
37th
Street


New York,
New York 10018


Fax No.:
(212) 768-9800


Attn:  Martin
Weingarten, Chief Executive Officer











If
to the Company:




Perf-Go
Green, Inc.


12 East
52nd Street, 4th floor


New York,
New York 10022


Fax No.:
(917)210-3110


Attn:  Louis
Giusto





The date
of giving or making of any such notice or demand shall be, in the case of clause
(a), the date of dispatch; and in the case of clauses (b) and (c), upon posting
with the United States Postal Service.





§ 21.Amendment.
Except as otherwise provided herein, no amendment of this Agreement shall be
valid or effective, unless in writing and signed by or on behalf of the parties
hereto.





§ 22.Waiver.
No course of dealing or omission or delay on the part of either party hereto in
asserting or exercising any right hereunder shall constitute or operate as a
waiver of any such right. No waiver of any provision hereof shall be effective,
unless in writing and signed on behalf of the party to be charged therewith. No
waiver shall be deemed a continuing waiver or waiver in respect of any other or
subsequent breach or default, unless expressly so stated in
writing.





§
23. Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND INTERPRETED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE OR
CONFLICT OF LAWS


PRINCIPLES.





§ 24.Jurisdiction.Each of the parties hereto
hereby irrevocably consents and submits to the jurisdiction of the Supreme Court
of the State of New York and of the United States District Court for the
Southern District of New York in connection with any suit, action or other
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby, waives any objection to venue in New York County or such
District, and agrees that service of any summons, complaint, notice or other
process relating to such suit, action or other proceeding may be effected in the
manner provided by clause (b) of § 20 hereof CLIENT AND SUPPLIER HEREBY EACH
WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON,
ARISING OUT OF OR IN ANY WAY RELATING TO: (i) THIS AGREEMENT; OR (ii) THE
VALIDITY, PROTECTION OR INTERPRETATION HEREOF OR THE COLLECTION OF AMOUNTS OWING
HEREUNDER; OR(iii) ENFORCEMENT HEREOF; OR (iv) ANY OTHER
CLAIM OR DISPUTE HOWSOEVER ARISING BETWEEN CLIENT AND SUPPLIER; OR (v) ANY OTHER
PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN SUPPLIER AND CLIENT; OR (vi)
ANY CONDUCT, ACTS OR OMISSIONS OF CLIENT OR SUPPLIER OR ANY OF THEIR DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS ORANY OTHER PERSONS AFFILIATED WITH
SUPPLIER OR CLIENT, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT
OR TORT OR OTHERWISE.





§ 25.Severability.
The provisions hereof are severable and in the event that any provision of this
Agreement shall be determined to be invalid or unenforceable in any respect by a
court of competent jurisdiction, the remaining provisions hereof shall not be
affected, but shall, subject to the discretion of such court, remain in full
force and effect, and any invalid or unenforceable provision shall be deemed,
without further action on the part of the parties hereto, amended and limited to
the extent necessary to render such provision, as so amended and limited valid
and enforceable.










§ 26.Counterparts;
Facsimile Signatures. This Agreement may be executed in counterparts,
each of which shall be deemed an original and which together shall constitute
one and the same agreement. Delivery of an executed signature page to this
Agreement by facsimile transmission shall be as effective as delivery of a
manually signed counterpart of this Agreement.





§ 27.Further
Assurances. At any time and from time to time, upon the request of
Supplier, Client shall, or if appropriate shall cause other persons or entities
to, promptly execute, deliver, acknowledge, file or record such agreements,
instruments, certificates and other documents and perform such other and further
acts as Supplier may reasonably request in order to fully effect the purposes of
this Agreement and the other Supplier Documents, consummate the Transactions and
defend and preserve the rights and interests of Supplier hereunder and
thereunder..





§ 28.Binding
Effect.This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns. This Agreement is not
intended, and shall not be deemed, to create or confer any right or interest for
the benefit of any person not a party hereto.





§ 29.Assignment.
Neither this Agreement, nor any right, interest or obligation hereunder, may be
assigned by Client without the prior written consent of Supplier. Any purported
assignment by Client without such consent shall be void and without effect.
Supplier may, without notice to Client transfer or assign this Agreement or any
interest herein. This Agreement shall be binding upon Client and its successors
and shall inure to the benefit of Supplier and its successors and
assigns.





§ 30.Captions.
The caption of Sections of this Agreement are for the convenience of reference
only and do not in any way define or interpret the intent of the parties or
modify or otherwise affect any of the provisions hereof





§ 31.No
Presumptions. Each party hereto acknowledges that it has participated,
with the advice of counsel or has had the opportunity to seek the advise of
counsel, in the preparation of this Agreement. Neither party hereto is entitled
to any presumption with respect to the interpretation of any provision hereof or
the resolution of any alleged ambiguity herein based on any claim that the other
party hereto drafted or controlled the drafting of this Agreement.





§ 32.Entire
Agreement.This
Agreement embodies the entire agreement of the parties hereto with respect to
the subject matter hereof and supersedes any prior agreement, commitment or
arrangement relating thereto.





[Remainder
of page intentionally left blank; signature page follows]





[SIGNATUTRE
PAGE TO SUPPLY AGREEMENTI








IN
WITNESS WHEREOF, the parties hereto, by theft respective duly authorized
officers, duly execute and deliver this Agreement as of the date first written
above.








PERF-GO
      GREEN, INC.
            Witness:By: 
      /s/ Michael
      Caridi
            /s/
      Louis
      GuistoName:  Michael
      Caridi
            Louis
      GuistoTitle:
            CFOSTAR
      FUNDING, INC.
            Witness:By: 
      /s/ Martin
      Weingarten
            _______________________Name:
      Martin WeingartenTitle:
      Chief Executive Officer







[EXHIBITS INTENTIONALLY
OMITTED]