<PAGE>
EXHIBIT 10.12

                        FACTORING AND SECURITY AGREEMENT

     THIS FACTORING AND SECURITY AGREEMENT is made as of (DATE) by and between
(NAME) ("Seller") and DLR FACTORING, INC. ("Purchaser").

     The Parties recite and declare that:

     A. Seller desires to sell to Purchaser certain of its Accounts, now
existing or which may be created in the future, which represent amounts due from
BONA FIDE sales and delivery of goods, or the rendering of services, or both, in
the regular course of Seller's business; and,

     B. Purchaser desires to purchase those Accounts of Seller that it deems
acceptable upon the terms and conditions set forth in this Agreement.

     In consideration of the above recitals, the terms and covenants of this
Agreement and other good and valuable consideration, including the payment of
money from Purchaser to Seller, the receipt and sufficiency of said
consideration is hereby acknowledged, and intending to be bound hereby, the
Parties agree as follows:

1. DEFINITIONS. This Agreement employs defined terms (E.G. "Defined Term") which
have a meaning specific to this transaction. Definitions for the defined terms
are those set forth in Section 39 of this Agreement or in the body of the
Agreement. All defined terms not included in Section 39 or defined in the body
of this Agreement shall have the meaning provided for in the Uniform Commercial
Code as enacted by the Chosen State.

2. SALE; PURCHASE PRICE; ASSIGNMENT AND TRANSFER OF OWNERSHIP; BILLING

     2.1 OFFER OF ACCOUNTS FOR SALE; ACCEPTANCE BY PURCHASER.

          2.1.1 Seller shall offer to sell to Purchaser as absolute owner, with
full recourse, all of Seller's right, title and interest in such of Seller's
Accounts as are listed from time-to-time on the Schedules of Accounts. The
current version of the Schedule of Accounts is attached hereto as Exhibit "A"
and may be periodically revised by Purchaser.

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

          2.1.3 Purchaser is under no obligation to purchase any Accounts from
Seller. Purchaser may, but need not, purchase from Seller such Accounts as
Purchaser determines to be Eligible Accounts.

          2.1.4 Purchaser may not purchase any Account which will cause the
unpaid balance of all Purchased Accounts to exceed the Maximum Amount.


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     2.2 ASSIGNMENT AND SALE; PAYMENT OF PURCHASE PRICE.

          2.2.1 For those Accounts that Purchaser agrees to purchase from
Seller, Seller shall assign and transfer over to Purchaser as absolute owner
with full recourse all of Seller's right, title and interest in the Accounts
being sold. Seller agrees to execute the Assignment of Accounts substantially in
the form attached hereto as Exhibit "B" for Accounts being sold to Purchaser.

          2.2.2 All Account Debtors and/or Payors will be instructed to make
payments to Purchaser on the Purchased Accounts. Seller agrees to execute
contemporaneously with the Assignment of Accounts a Notice of Assignment
substantially in the form attached hereto as Exhibit "C" for Accounts being sold
to Purchaser.

          2.2.3 Purchaser shall pay the Purchase Price, of any Purchased
Account, less any amounts due to Purchaser from Seller, including, without
limitation, any amounts due under Sections 3 and 6 hereof, to Seller within two
(2) business days of the Purchase Date, whereupon the Accounts shall be deemed
purchased hereunder.

     2.3 BILLING.

          2.3.1 Purchaser may send periodic statements to all Account Debtors
itemizing their activity on the Purchased Accounts since the end of the
preceding billing period.

3. RESERVE ACCOUNT. Seller and Purchaser agree that the Purchaser may withhold
from the Purchase Price due from each sale of Accounts the Required Reserve
Amount and place it in the Seller's Reserve Account.

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

     3.2 Purchaser shall pay to Seller any amount by which the Reserve Account
exceeds the Required Reserve Amount on the fifteenth (15th) and the last
business day of each month.

     3.3 Purchaser may charge the Reserve Account with any Obligation.

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

     3.5 Purchaser may retain the Reserve Account until Complete Termination.

     3.6 Upon Complete Termination, and subject to the express condition
precedent that all Obligation(s) due from Seller to Purchaser have been paid,
the balance of the Reserve Account will be paid to Seller within ten (10)
business days of the later of (i) Complete Termination or (ii) payment of the
last Obligation(s) due from Seller to Purchaser.

     3.7 The Reserve Account is a non-interest bearing account and shall not
generate interest for the benefit of the Seller.


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4. EXPOSED PAYMENTS. Upon termination of this Agreement, Seller shall pay to
Purchaser (or Purchaser may retain from any amounts otherwise due to Seller), to
hold in a non-segregated non-interest bearing account the amount of all Exposed
Payments (the "Preference Reserve").

     4.1 Purchaser may charge the Preference Reserve with the amount of any
Exposed Payments that Purchaser pays to the bankruptcy estate of the Payor that
made the Exposed Payment, on account of a claim asserted under Section 547 of
the Bankruptcy Code or any other provision of applicable law.

     4.2 Purchaser shall refund to Seller from time-to-time that balance of the
Preference Reserve for which a claim under Section 547 of the Bankruptcy Code or
any other provision of applicable law can no longer be asserted due to the
passage of time, lapse of the statute of limitations, settlement with the
bankruptcy estate of the Payor or otherwise.

5. AUTHORIZATION FOR PURCHASES. Subject to the terms and conditions of this
Agreement, Purchaser is authorized to purchase Accounts upon telephonic,
facsimile or other instructions received from anyone purporting to be an
officer, employee or representative of Seller.

6. FEES AND EXPENSES. In addition to any other amounts due under this Agreement,
Seller shall pay to Purchaser the following fees and reimburse Purchaser the
following expenses:

     6.1 INITIAL FEE. Three percent (3%) of the Face Amount. The Initial Fee is
payable on the Purchase Date.

     6.2 EXPEDITED PAYMENT FEE. The Expedited Payment Fee on the payment of the
Purchase Price by Purchaser to Seller earlier than as set forth in Section
2.2.3.

     6.3 FACTORING FEE. The Factoring Fees will begin to accrue on the sixteenth
(16th) day following the Purchase Date and will be due and payable from Seller
to Purchaser on the date the Purchased Account is closed.

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

     6.5 MISSING NOTATION FEE. The Missing Notation Fee on any Invoice that is
sent by Seller to a Payor that does not contain the notice as required by
Section 12.3 hereof.

     6.7 OUT-OF-POCKET EXPENSES. The out-of-pocket expenses directly incurred by
Purchaser in the administration of this Agreement such as wire transfer fees,
postage and audit fees. Seller shall not be required to pay for more than four
(4) audits per twelve (12)month period.

7. REPURCHASE OF ACCOUNTS. Purchaser may require that Seller repurchase, by
payment of the then remaining unpaid and uncollected by Purchaser Face Amount
thereof, together with any unpaid fees relating to the Purchased Account(s), on
demand, or, at Purchaser's option, by Purchaser's charge to the Reserve Account:


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

     7.2 Any Purchased Account regarding which Seller has breached any
representation and warranty as set forth in the Section 14.

     7.3 Any Purchased Account owing from an Account Debtor or Payor which (i)
in Purchaser's reasonable credit judgment has become insolvent or (ii) which has
indicated an inability or unwillingness to pay the Purchased Account when due;

     7.4 All Purchased Accounts upon the occurrence of an Event of Default, or
upon the expiration of the term of this Agreement; and,

     7.5 Any Purchased Account that remains unpaid and uncollected by Purchaser
beyond the Late Payment Date.

8. SECURITY INTEREST. As collateral securing the Obligations, Seller grants to
Purchaser a continuing first priority security interest in the Collateral.
Notwithstanding the creation of this security interest, the relationship of the
parties shall be that of Purchaser and Seller of accounts, and not that of
lender and borrower. Seller agrees to execute all documents appropriate and
necessary in order to perfect Purchaser's security interest in the Collateral.

9. CLEARANCE DAYS. For all purposes under this Agreement, Clearance Days will be
added to the date on which Purchaser receives any payment.

10. POWERS GRANTED BY SELLER TO PURCHASER; POWER OF ATTORNEY GRANTED TO
PURCHASER BY SELLER. Seller does hereby grant to Purchaser and does hereby
authorize and appoint Purchaser as its attorney-in-fact and agent in order to
exercise the powers granted herein. Seller agrees to execute the Power of
Attorney substantially in the form attached hereto as Exhibit "D". Seller hereby
grants to Purchaser the following powers and authority:

     10.1 Seller irrevocably authorizes Purchaser at Seller's expense, to
exercise at any time, including after termination of this Agreement either
through expiration of the Term of the Agreement or termination by way of
default, any of the following powers until all of the Purchased Accounts and/or
Obligations have been paid in full:

          10.1.1 Receive, take, endorse, assign, deliver, accept and deposit or
otherwise collect, in the name of Purchaser or Seller, any and all (i) payments
on the Purchased Accounts and (ii) the Collateral securing the Obligations, or
the proceeds thereof;


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          10.1.2 Take or bring, in the name of Purchaser or Seller, all steps,
actions, suits or proceedings deemed by Purchaser necessary or desirable to
effect collection of, or other realization upon, the Purchased Accounts;

          10.1.3 With respect to any of the following established or issued for
the benefit of Seller, either individually or as a member of a class or group,
file any claim under (i) any bond or (ii) under any trust fund.

          10.1.4 Pay any sums necessary to discharge any lien or encumbrance
which is senior to Purchaser's security interest in any assets of Seller
constituting the Collateral, which sums shall be included as Obligations
hereunder, and in connection with which sums Interest shall accrue and shall be
due and payable on demand by Purchaser.

          10.1.5 File in the name of Seller or Purchaser or both:

               (a) Mechanic's lien or related notices; or,

               (b) Claims under any payment bond, in connection with goods or
services sold by Seller in connection with the improvement of realty.

          10.1.6 Notify any Account Debtor or Payor obligated with respect to
any Account, that the underlying Account has been assigned to Purchaser by
Seller and that payment thereof is to be made to the order of, and directly and
solely to, Purchaser.

          10.1.7 Communicate directly with Seller's Account Debtors and/or
Payors to verify the amount and validity of any Account created by Seller.

          10.1.8 After an Event of Default:

               (a) Change the address for delivery of mail to Seller and to
receive and open mail addressed to Seller.

               (b) Extend the time of payment of, compromise or settle for cash,
credit, return of merchandise, and upon any terms or conditions, any and all
Accounts and discharge or release any Account Debtor or other Payor (including
filing of any public record releasing any lien granted to Seller by such Account
Debtor or other Payor), without affecting any of the Obligations.

          10.1.9 File any initial financing statements, continuation statements
and amendments thereto that:

               (a) Indicate the Collateral as all assets of the Seller,
including proceeds thereof, or words of similar effect, regardless of whether
any particular asset comprised in the Collateral falls within the scope of the
UCC, or as being of an equal or lesser scope, or with greater detail;


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               (b) Contain any other information required by the UCC for the
sufficiency or filing office acceptance of any financing statement, or
amendment, or continuation statement including (i) whether the Seller is an
organization, the type of organization, and any organization identification
number issued to the Seller and, (ii) in the case of a financing statement filed
as a fixture filing or indicating collateral as as-extracted collateral or
timber to be cut, a sufficient description of real property to which the
collateral relates; and,

               (c) Contain a notification that the Seller has granted a negative
pledge to the Purchaser, and that any subsequent lienor may be tortuously
interfering with Purchaser's rights.

          10.1.10 Advises third parties that any notification of Seller's
Account Debtors and/or Payors will interfere with Purchaser's collection rights.

          10.1.11 File any Correction Statement in the name of Seller under the
UCC that Purchaser reasonably deems necessary to preserve its rights hereunder.

          10.1.12 To do all other acts and things necessary to carry out this
Agreement.

     10.2 Seller authorizes Purchaser to accept, endorse and deposit on behalf
of Seller any checks tendered by an Account Debtor and/or Payor "in full
payment" of its obligation to Seller. Seller shall not assert against Purchaser
any claim arising therefrom, irrespective of whether such action by Purchaser
effects an accord and satisfaction of Seller's claims, under the UCC, or other
applicable law.

     10.3 All acts of Purchaser as Seller's attorney-in-fact, or Purchaser's
designee, are ratified and approved, and Purchaser or its designee shall not be
liable for any acts of commission or omission, nor for any error of judgment or
mistake of law or fact.

     10.4 This power, being coupled with an interest, is irrevocable while any
Purchased Account or Obligation shall remain unpaid.

     10.5 This power shall be of an indefinite duration and shall remain valid
and in full force and effect so long as any Purchased Account of Obligation
shall remain unpaid.

11. ACH AUTHORIZATION. In order to satisfy any of the Obligations, Seller
authorizes Purchaser to initiate electronic debit or credit entries through the
ACH system to any deposit account maintained by Seller.

12. COVENANTS BY SELLER. Seller hereby covenants with Purchaser as follows:

     12.1 Upon execution of a Schedule of Accounts, Seller shall not, without
the prior written consent of Purchaser in each instance, (i) grant any extension
of time for payment of any of its Accounts, (ii) compromise or settle any of its
Accounts for less than the full amount thereof, (iii) release in whole or in
part any Account Debtor or Payor, or (iv) grant any credits, discounts,
allowances, deductions, return authorizations or the like with respect to any of
the Accounts.


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

     12.3 Before sending any Invoice to an Account Debtor or Payor, Seller shall
mark same with a notice of assignment as may be required by Purchaser. Each
instance in which any Invoice is sent to an Account Debtor or Payor without the
required notice of assignment shall result in Seller paying to Purchaser the
Missing Notation Fee.

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

     12.5 Seller shall not create, incur, assume or permit to exist any lien
upon, or with respect to any assets comprising the Collateral, in which
Purchaser now or hereafter holds a security interest.

     12.6 Notwithstanding Seller's obligation to pay the Misdirected Payment
Fee, Seller shall pay to Purchaser on the next banking day following the date of
receipt by Seller the amount of any payment made on a Purchased Account.

     12.7 Seller shall, at all times, maintain full and complete books and
records concerning all of its Accounts whether or not the Account is included in
the Purchased Accounts. Such books and records shall contain full and complete
records of all sales, purchases and transactions of any and every nature had by
Seller in its business.

     12.8 During the Term of this Agreement Seller agrees not to offer to
factor, sell, assign or transfer or actually factor, sell, assign or transfer
any of its Accounts to any other person other than Purchaser.

13. ACCOUNT DISPUTES. Seller shall notify Purchaser promptly of and, if
requested by Purchaser, will settle all disputes concerning any Purchased
Account at Seller's sole cost and expense. Purchaser may, but is not required
to, attempt to settle, compromise, or litigate (collectively, "Resolve") the
dispute upon such terms, as Purchaser in its sole discretion deems advisable,
for Seller's account and risk and at Seller's sole expense. Upon the occurrence
of an Event of Default, Purchaser may Resolve such issues with respect to any
Account of Seller.


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14. REPRESENTATION AND WARRANTIES. Seller represents and warrants that:

     14.1 It is fully authorized to enter into this Agreement and to perform
hereunder.

     14.2 This Agreement constitutes its legal, valid and binding obligation.

     14.3 Seller is solvent and in good standing in the jurisdiction of its
organization and in the Chosen State.

     14.4 The Purchased Accounts are and will remain:

          14.4.1 Bona fide existing obligations created by the sale and delivery
of goods or the rendition of services in the ordinary course of Seller's
business and are valid, fully collectible obligations form the Account Debtors
and/or Payors to the Seller.

          14.4.2 Unconditionally owed and will be paid to Purchaser without
defenses, disputes, offsets, counterclaims, or rights of return or cancellation.

          14.4.3 Not sales to any entity that is affiliated with Seller or in
any way not an "arm's length" transaction.

          14.4.4 No person has a lien or ownership interest in, or claim
against, the Purchased Accounts.

          14.4.5 The Purchased Accounts have not been previously sold or
factored by Seller.

          14.4.6 The Account Debtors and/or Payors have not paid to Seller, or
Seller's representatives, or otherwise for Seller's benefit, any part or all of
the Face Amount of the Purchased Account except as reflected in the Statement of
Accounts covering that Purchased Account.

          14.4.7 There exist no circumstances that would entitle the Account
Debtors and/or Payors to refuse to pay the amounts due on the Purchased
Accounts, or to reduce the amounts due on the Purchased Accounts from those
amounts shown in the Schedule of Accounts.

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


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     14.6 The financial statements, invoices, orders, proofs of delivery,
account ledgers and all other documents submitted by Seller to Purchaser
concerning the Purchased Accounts or otherwise required under this Agreement are
true, accurate and genuine.

15. INDEMNIFICATION. Seller agrees to indemnify Purchaser against and save
Purchaser harmless from any and all manner of suits, claims, liabilities,
demands and expenses (including reasonable attorneys' fees, court costs and
fees, penalties, interest and collection costs) resulting from or arising out of
this Agreement, whether directly or indirectly, including the transactions or
relationships contemplated hereby (including the enforcement of this Agreement),
and any failure by Seller to perform or observe its obligations under this
Agreement.

     15.1 AVOIDANCE CLAIMS.

          15.1.1 Seller shall indemnify Purchaser from any loss arising out of
the assertion of any Avoidance Claim and shall pay to Purchaser on demand the
amount thereof.

          15.1.2 Seller shall notify Purchaser within two (2) business days of
it becoming aware of the assertion of an Avoidance Claim.

     15.2 SURVIVAL. This provision (Section 15) shall survive termination of
this Agreement for a period of ten (10) years.

16. DISCLAIMER OF LIABILITY. In no event will Purchaser be liable to Seller for
any lost profits, lost savings or other consequential, incidental or special
damages resulting from or arising out of, or in connection with this Agreement,
the transactions or relationships contemplated hereby, or Purchaser's
performance or failure to perform hereunder, even if Purchaser has been advised
of the possibility of such damages.

17. DEFAULT.

     17.1 EVENTS OF DEFAULT. The following events will constitute an Event of
Default hereunder: (i) Seller defaults in the payment of any Obligations, or in
the performance of any provision hereof, or of any other agreement now or
hereafter entered into with Purchaser, or any warranty or representation
contained herein proves to be false in any way, howsoever minor, (ii) Seller or
any guarantor of the Obligations becomes subject to any debtor-relief
proceedings, (iii) any such guarantor fails to perform or observe any of such
Guarantor's obligations to Purchaser, or shall notify Purchaser of its intention
to rescind, modify, terminate or revoke any guaranty of the Obligations, or any
such guaranty shall cease to be in full force and effect for any reason
whatsoever, (iv) Purchaser for any reason, in good faith, deems itself insecure
with respect to the prospect of repayment or performance of the Obligations or
Seller's performance under this Agreement.

     17.2 WAIVER OF NOTICE. PURCHASER'S FAILURE TO CHARGE OR ACCRUE FEES AND/OR
INTEREST AT ANY "DEFAULT" OR "PAST DUE" RATE SHALL NOT BE DEEMED A WAIVER BY
PURCHASER OF ITS CLAIM THERETO.


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

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

19. AMENDMENT AND WAIVER. Only a writing signed by all parties hereto may amend
this Agreement. No failure or delay in exercising any right hereunder shall
impair any such right that Purchaser may have, nor shall any waiver by Purchaser
hereunder be deemed a waiver of any default or breach subsequently occurring.
Purchaser's rights and remedies herein are cumulative and not exclusive of each
other, or of any rights or remedies that Purchaser would otherwise have.

20. TERMINATION; EFFECTIVE DATE.

     20.1 This Agreement will be effective on the date it is signed by the
Parties, shall continue for the Term, and shall be automatically extended for
successive annual Terms unless Seller shall provide at least sixty (60) days
prior written notice to Purchaser of its intention to terminate whereupon this
Agreement shall terminate as of the end of the next maturing Term.

     20.2 Purchaser may terminate this Agreement by giving Seller thirty (30)
day's prior written notice of termination, whereupon this Agreement shall
terminate on the earlier date of the date of termination or the end of the then
current Term.

21. NO LIEN TERMINATION WITHOUT RELEASE. In recognition of the Purchaser's right
to have its attorneys' fees and other expenses incurred in connection with this
Agreement secured by the Collateral, notwithstanding payment in full of all
Obligations by Seller, Purchaser shall not be required to record any
terminations or satisfactions of any of Purchaser's liens on the Collateral
unless and until Complete Termination has occurred. Seller understands that this
provision constitutes a waiver of its rights under the UCC.

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

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


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

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

26. ATTORNEYS' FEES AND INTEREST. If any action is filed in relation to this
Agreement, the unsuccessful party in the action shall pay to the successful
party, in addition to all other sums that either party may be called on to pay,
a reasonable sum for the successful party's attorney's fees and costs.

     26.1 REIMBURSEMENT OF PURCHASER'S ATTORNEY'S FEES, COSTS AND EXPENSES. In
addition to the foregoing, Seller agrees to reimburse Purchaser on demand for
the actual amount of all costs and expenses, including attorneys' fees, which
Purchaser has incurred or may incur in:

          26.1.1 Negotiating, preparing, modifying or administering this
Agreement and any documents prepared in connection herewith;

          26.1.2 Enforcing this Agreement against the Seller or in any way
arising out of, or in connection with, this Agreement. The Parties agree that
this specifically includes, but is not limited to, those disputes involving this
Agreement which may or may not involve Purchaser;

          26.1.3 Protecting, preserving or enforcing any lien, security interest
or other right granted by Seller to Purchaser, or arising under applicable law,
whether or not suit is brought, including, but not limited to, the defense of
any Avoidance Claims, or the defense of Purchaser's lien priority; and,

          26.1.4 Enforcing any of the indemnification provisions found in this
Agreement;

          26.1.5 Filing and/or perfecting any claim in a bankruptcy or other
insolvency proceeding in which the Seller or any Account Debtor and/or Payor is
a debtor or a party, along with any litigation or proceedings related to the
foregoing including, but not limited to, prosecuting or defending any and all
proceedings (legal, administrative or otherwise) concerning said claim. The
foregoing specifically includes any and all causes of action or other
proceedings brought by the Seller or any Account Debtor and/or Payor, or a
trustee in bankruptcy, or any third-party concerning said claim.

          26.1.6 The actual costs, including photocopying (which, if performed
by Purchaser's employees, shall be at the rate of $.20/page), travel, and
attorneys' fees and expenses incurred in complying with any subpoena or other
legal process in any way relating to Seller.


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

     26.2 INTEREST. Any amount not paid when due under this Agreement by either
of the Parties shall bear interest ("Interest") in favor of the payee of that
sum at the rate of one and one-half percent (1.5%) per month for each month and
a PRO RATA amount for each period of less than a full month that the payment is
late. For purposes of calculating Interest due under this Agreement, the Parties
agree to use a three hundred sixty day (360) year consisting of twelve (12)
months of thirty (30) days each.

     26.3 This Section 26 shall survive termination of this Agreement.

27. ENTIRE AGREEMENT. No promises of any kind have been made by Purchaser or any
third party to induce Seller to execute this Agreement. No course of dealing,
course of performance or trade usage, and no parole evidence of any nature,
shall be used to supplement or modify any provisions of this Agreement.

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

29. JURY TRIAL WAIVER. IN RECOGNITION OF THE HIGHER COSTS AND DELAY WHICH MAY
RESULT FROM A JURY TRIAL, THE PARTIES HERETO WAIVE ANY RIGHT TO TRIAL BY JURY OF
ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING HEREUNDER, OR (II) IN
ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM WITH RESPECT HERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND
EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY SUCH ACTION IN WHICH A
JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE
OR HAS NOT BEEN WAIVED; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

30. VENUE; JURISDICTION. Any suit, action or proceeding arising hereunder, or
the interpretation, performance or breach hereof shall, if Purchaser so elects,
be instituted in any court sitting in the Chosen State, in the city in which
Purchaser's chief executive office is located, or if none, any court sitting in
the Chosen State (the "Acceptable Forums"). Seller agrees that the Acceptable
Forums are convenient to it, and submits to the jurisdiction of the Acceptable
Forums and waives any and all objections to jurisdiction or venue. Should such
proceeding be initiated in any other forum, Seller waives any right to oppose
any motion or application made by Purchaser to transfer such proceeding to an
Acceptable Forum.


                                 Page 12 of 28
<PAGE>

31. SERVICE OF PROCESS. Seller agrees that Purchaser may effect service of
process upon Seller by regular mail at the address set forth herein or at such
other address as may be reflected in the records of Purchaser, or at the option
of Purchaser by service upon Seller's agent for the service of process.

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

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

34. NOTICE.

     34.1 All notices required to be given to any party other than Purchaser
shall be deemed given upon the first to occur of (i) deposit thereof in a
receptacle under the control of the United States Postal Service, (ii)
transmittal by electronic means to a receiver under the control of such party,
or (iii) actual receipt by such party or an employee or agent of such party. All
notices to Purchaser shall be deemed given upon actual receipt by a responsible
officer of Purchaser.

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

                                     SELLER

Address:        ____________________
Officer:        ____________________
Fax Number:     ____________________
Officer:        ____________________
Phone Number:   ____________________
Fax Number:     ____________________

                                    PURCHASER
Address:        DLR Factoring, Inc.
                1230 West Ash, Suite 3
                Windsor, CO 80550
Officer:        Virginia L. Brinkman
Phone Number:   (970) 686-1196
Fax Number:     (970) 686-7269


                                 Page 13 of 28
<PAGE>


35. FURTHER ASSURANCES. Seller, before, at and after the Purchase Date, upon the
request of Purchaser and without further consideration (other than reimbursement
of reasonable out-of-pocket expenses), shall do each and every act and thing as
may be necessary or reasonably desirable to consummate the transactions
contemplated hereby and to effect an orderly transfer to Purchaser of the
Purchased Accounts and the security interest in the Collateral, including, but
not limited to: (i) executing, acknowledging and delivering assurances,
assignments, powers of attorney and other documents and instruments; (ii)
furnishing information and copies of documents, books and records; (iii)
assisting in responding to any inquiry from any Account Debtor or Payor; and
(iv) assisting in good faith in any litigation, threatened litigation or claim
concerning the Purchased Accounts or Collateral.

36. INCORPORATION BY REFERENCE. The Exhibits identified in this Agreement are
incorporated herein by reference and made a part hereof.

37. GUARANTIES. The parties to this Agreement agree that, as an express
condition precedent to Purchaser's buying any Accounts from Seller, and
Purchaser's duty to pay any monies to Seller, that guaranties of payment of all
Obligations due from Seller to Purchaser substantially in the form attached
hereto as Exhibit "E" be provided by Seller's shareholders, officers, directors,
managers, members, other persons effectively controlling the Seller and such
other persons as Purchaser may require.

38. SURVIVAL. The following provisions of this Agreement will survive past the
Purchase Date indefinitely: 1, 2, 3, 4, 6, 7, 8, 10, 12, 13, 14, 15, 16, 21, 26,
28, 29, 30, 34, 35 and 39.

39. GLOSSARY OF DEFINED TERMS. The defined terms used herein shall have the
following meaning.

     39.1 "Advance Rate" - Sixty-five to eighty percent (65-80%) of the Face
Amount of an Account, or such greater or lesser amount determined after taking
into account all Obligations due from Seller to Purchaser.

     39.2 "Agreement" - This Agreement and any and all subsidiary agreements,
forms and exhibits incorporated herein by reference, whether or not attached
hereto.

     39.3 "Avoidance Claim" - any claim that any payment received by Purchaser
is avoidable under the Bankruptcy Code or any other debtor relief statute.

     39.4 "Base Fees" - Factoring Fee and Initial Fee.

     39.5 "Chosen State" - Colorado.

     39.6 "Clearance Days"- three banking days.


                                 Page 14 of 28
<PAGE>

     39.7 "Closed" - a Purchased Account is closed upon receipt of full payment
by Purchaser from a Payor or from the Seller (including its being charged to the
Reserve Account).

     39.8 "Collateral"- all of Seller's now owned and hereafter acquired
Accounts not factored under this Agreement, Chattel Paper, Inventory, Equipment,
Instruments, Investment Property, Documents, Letter of Credit Rights, Commercial
Tort Claims, General Intangibles and the proceeds received from any and all of
the foregoing.

     39.9 "Complete Termination" - Complete Termination occurs upon satisfaction
of all of the following conditions:

          39.9.1 Payment in full of all Obligations of Seller to Purchaser;

          39.9.2 If Purchaser has issued or caused to be issued guarantees,
promises, or letters of credit on behalf of Seller, acknowledgement from any
beneficiaries thereof that Purchaser or any other issuer has no outstanding
direct or contingent liability therein; and,

          39.9.3 Seller has executed and delivered to Purchaser a general
release in the form of Exhibit "F" attached hereto.

     39.10 "Eligible Account" - an Account that is acceptable for purchase as
determined by Purchaser in the exercise of its sole and absolute credit or
business judgment.

     39.11 "Events of Default" - see Section 17.1.

     39.12 "Expedited Payment Fee" - One percent (1%) of the Purchase Price.

     39.13 "Exposed Payments" - payments received by Purchaser from, or for the
account of, a Payor that has become subject to a bankruptcy proceeding, (i) to
the extent such payments cleared the Payor's deposit account within ninety (90)
days of the commencement of said bankruptcy case or (ii) are recoverable under
any circumstances from the Purchaser by the Payor, a bankruptcy trustee assigned
to the Payor's case or any other third-party including the Seller.

     39.14 "Face Amount" - the lesser of (i) the amount stated in writing as
being due on an Account at the time of purchase (including all additional
charges, late fees, interest and any adjustments being due as between the Seller
and the Account Debtor and any Payor on that Account) or (ii) the amount stated
in clause (i) less any and all payments made on that Account.

     39.15 "Factoring Fee" - the Factoring Fee Percentage multiplied by the Face
Amount of a Purchased Account, for each Factoring Fee Period or portion thereof,
that any portion thereof remains unpaid, computed from the end of the Initial
Fee Period to and including the date on which a Purchased Account is Closed.

     39.16 "Factoring Fee Percentage" - One percent (1%).


                                 Page 15 of 28
<PAGE>

     39.17 "Factoring Fee Period" - Fifteen (15) days.

     39.18 "Initial Fee" - Three percent (3%) of the Face Amount.

     39.19 "Initial Fee Period" - Fifteen (15) days from the date on which the
Purchase Price is paid to Seller or credited by Purchaser to Seller's Reserve
Account.

     39.20 "Invoice" - the document that evidences or is intended to evidence an
Account. Where the context so requires, reference to an Invoice shall be deemed
to refer to the Account to which it relates.

     39.21 "Late Payment Date" - ninety (90) days from the date on which a
Purchased Account was Purchased.

     39.22 "Maximum Amount" - $500,000.

     39.23 "Misdirected Payment Fee" - Fifteen percent (15%) of the amount of
any payment (but in no event less than $1,000) on account of a Purchased Account
which has been received by Seller and not delivered in kind to Purchaser on the
next business day following the date of receipt by Seller, or thirty percent
(30%) of the amount of any such payment which has been received by Seller as a
result of any action taken by Seller to cause such payment to be made to Seller.

     39.24 "Missing Notation Fee" - Fifteen (15%) of the Face Amount.

     39.25 "Obligations" -(i) all past, present and future Fees, reimbursable
expenses and amounts due as contributions to Reserve Accounts from Seller; and,
(ii) any other amounts or monies due from Seller, to Purchaser, whether arising
hereunder or otherwise, and whether arising before, during or after the
commencement of any Bankruptcy Case in which Seller is a debtor.

     39.26 "Parties" - Seller and Purchaser.

     39.27 "Payor" - Any person other than an Account Debtor who is an obligor
on an Account, or any person making payment thereon for the account of an
Account Debtor.

     39.28 "Purchase Date" - the date on which Seller has been advised in
writing that Purchaser has agreed to purchase an Account.

     39.29 "Purchase Price" - the Face Amount of a Purchased Account less the
Initial Fee.

     39.30 "Purchased Accounts" - Accounts purchased hereunder which have not
been Closed.

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


                                 Page 16 of 28
<PAGE>

     39.32 "Required Reserve Amount" - the Reserve Percentage multiplied by the
unpaid balance of Purchased Accounts.

     39.33 "Reserve Account" - a bookkeeping account on the books of the
Purchaser representing the portion of the Purchase Price which has not been paid
by Purchaser to Seller, maintained by Purchaser to ensure Seller's performance
of the provisions hereof.

     39.34 "Reserve Percentage" -Twenty percent (20%).

     39.35 "Reserve Shortfall" - the amount by which the Reserve Account is less
than the Required Reserve Amount.

     39.36 "Schedule of Accounts" - a form supplied from time-to-time by
Purchaser to Seller, and subject to revision by Purchaser, wherein Seller lists
such of its Accounts as it requests that Purchaser purchase under the terms of
this Agreement.

     39.37 "Term" - A one (1) year period.

     39.38 "UCC" - The Uniform Commercial Code as adopted in the Chosen State.

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

SELLER                                 PURCHASER

By:                                     By:
     -----------------------------           ----------------------------------

Name:                                   Name:
     -----------------------------            ---------------------------------
Title:                                  Title:
        --------------------------              -------------------------------

Date:                                   Date:
      ----------------------------             --------------------------------


                                 ACKNOWLEDGMENT

STATE OF COLORADO   )
                    ) ss.
COUNTY OF           )

     The foregoing instrument was acknowledged, subscribed and sworn to before
me by ____________________, personally known to me, this ________ day of
______________, 2006.

     Witness my hand and official seal.

                                               ----------------------------
                                                     NOTARY PUBLIC
My Commission Expires:


                                 Page 17 of 28
<PAGE>

                                 ACKNOWLEDGMENT

STATE OF COLORADO       )
                        ) ss.
COUNTY OF               )

     The foregoing instrument was acknowledged, subscribed and sworn to before
me by ____________________, personally known to me, this ________ day of
______________, 2006.

     Witness my hand and official seal.

                                               ----------------------------
                                                     NOTARY PUBLIC
My Commission Expires:


                                 Page 18 of 28
<PAGE>
<TABLE>
<S>     <C>
                                                     EXHIBIT "A"
                                                 SCHEDULE OF ACCOUNTS
                                                  AS OF ____________
                                         FOR _____________________ ("SELLER")

                                                   DLR Funding Inc.

---------------------------------------------------------------------------------------------------------------------
                CLIENT NAME:_________________________________                   Schedule#_______
---------------------------------------------------------------------------------------------------------------------

Schedule of Accounts
---------------------------------------------------------------------------------------------------------------------
     DATE          FACTOR USE                    CUSTOMER'S NAME                   INVOICE            INVOICE
                      ONLY                                                            #               AMOUNT
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------


                                                    Page 19 of 28
<PAGE>

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
                             For Factor Use Only
---------------------------------------------------------------------------------------------------------------------
Special Invoice Adjustments                                                             Total
---------------------------------------------------------------------------------------------------------------------
Fees
---------------------------------------------------------------------------------------------------------------------
Reserve
---------------------------------------------------------------------------------------------------------------------
Adjustments
---------------------------------------------------------------------------------------------------------------------
Advance Amount
---------------------------------------------------------------------------------------------------------------------
Notes/Comment:
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
The undersigned hereby certifies that the parties named above are indebted to the undersigned in the sums set
opposite their respective names, for merchandise sold and delivered or for work, services or labor performed and
unconditionally accepted. For valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby
sells, assigns, sets over and transfers to DLR Funding, Inc., it's successors or assigns, all right, title and
interest in and to the accounts above named, including all monies due or to become due thereon, all in accordance
with and pursuant to that certain Accounts Receivable Purchase Agreement heretofore executed by and between the
undersigned and DLR Funding, Inc. the conditions, representations, warranties, and agreements of which are
incorporated herein be reference and made part of this sale and assignment as if specifically set forth herein.
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
DATE___________                            SELLER______________________                  BY ________________________
---------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                    Page 20 of 28
<PAGE>

                                   EXHIBIT "B"

                             ASSIGNMENT OF ACCOUNTS

                              AS OF ______________
                      FOR _________________ ("SELLER") and
                         DLR FUNDING, INC. ("PURCHASER")

     FOR VALUE RECEIVED, Seller unconditionally and irrevocably sells, bargains,
transfers and assigns to Purchaser, with full recourse in Purchaser, as of the
date shown above, all of Seller's right, title and interest in and to the
Accounts enumerated in Exhibit "A" attached hereto (hereinafter "Purchased
Accounts"), together with any security or guarantees associated with those
Purchased Accounts, including the proceeds of credit insurance due and payable
in connection with the Purchased Accounts.

     Purchaser shall have the rights to the Purchased Accounts set forth in that
certain Factoring and Security Agreement dated and to which Seller and Purchaser
are Parties including, but not limited to, (i) in Purchaser's own name and for
Purchaser's own benefit, to make and effect collections from the Account Debtors
and/or Payors of the Purchased Accounts; and, (ii) to receive, take possession
of, endorse and deposit in Purchaser's own bank account(s) any and all payments,
commercial paper, notes or acceptances or other things of value received in
payment of the Purchased Accounts.

     By signing below, Purchaser accepts the assignment of the Accounts set out
in the attached Exhibit "A".

     The terms "Account Debtors", "Accounts", "Parties", "Payors" and "Purchased
Accounts" shall have the same meaning as defined in the Factoring and Security
Agreement dated and entered into by the Parties.

SELLER                                 PURCHASER

By:                                     By:
     -----------------------------           ----------------------------------

Name:                                   Name:
     -----------------------------            ---------------------------------
Title:                                  Title:
        --------------------------              -------------------------------

Date:                                   Date:
      ----------------------------             --------------------------------


                                 Page 21 of 28
<PAGE>

                                   EXHIBIT "C"

                        NOTICE OF ASSIGNMENT OF ACCOUNTS

                               AS OF _____________
                   FOR ________________________ ("SELLER") and
                         DLR FUNDING, INC. ("PURCHASER")

TO: [Insert name and address of Account Debtor or Payor]
    ----------------------------------------------------

     You are hereby notified that your Account with Seller shown on the attached
Schedule of Accounts has been factored, sold and assigned to Purchaser. As of
the date shown above, any and all payments due on that Account are to be paid to
DLR Funding, Inc. as the Purchaser. All payments due, and to come due, on your
Account are to be sent to:

Address:     DLR Funding, Inc.
             1230 West Ash, Suite 3
             Windsor, CO 80550

If you should have any questions concerning the factoring, sale and assignment
of your Account, please contact the Purchaser directly at (970) 686-1196.

                                     SELLER

                                     By:
                                          --------------------------------------

                                     Name:
                                            ------------------------------------

                                     Title:
                                             -----------------------------------

                                     Date:
                                           -------------------------------------


                                 Page 22 of 28
<PAGE>

                                   EXHIBIT "D"

                          IRREVOCABLE POWER OF ATTORNEY

     _______________________ (hereinafter "Seller") hereby appoints DLR Funding,
Inc. (hereinafter "Purchaser"), or any other person whom Purchaser may
designate, as Seller's attorney-in-fact. Seller hereby grants to Purchaser the
following powers and authority:

     1.1 Seller irrevocably authorizes Purchaser at Seller's expense, to
exercise at any time, including after termination of this Agreement either
through expiration of the Term of the Agreement or termination by way of an
default, any of the following powers until all of the Purchased Accounts and/or
Obligations have been paid in full:

          1.1.1 Receive, take, endorse, assign, deliver, accept and deposit or
otherwise collect, in the name of Purchaser or Seller, any and all (i) payments
on the Purchased Accounts and (ii) the Collateral securing the Obligations, or
the proceeds thereof.

          1.1.2 Take or bring, in the name of Purchaser or Seller, all steps,
actions, suits or proceedings deemed by Purchaser necessary or desirable to
effect collection of or other realization upon Purchased Accounts.

          1.1.3 With respect to any of the following established or issued for
the benefit of Seller, either individually or as a member of a class or group,
file any claim under (i) any bond or (ii) under any trust fund.

          1.1.4 Pay any sums necessary to discharge any lien or encumbrance
which is senior to Purchaser's security interest in any assets of Seller
constituting the Collateral, which sums shall be included as Obligations
hereunder, and in connection with which sums Interest shall accrue and shall be
due and payable.

          1.1.5 File in the name of Seller or Purchaser or both:
                (a)  Mechanic's lien or related notices, or
                (b) Claims under any payment bond, in connection with goods or
services sold by Seller in connection with the improvement of realty.

          1.1.6 Notify any Account Debtor and/or Payor obligated with respect to
any Account, that the underlying Account has been assigned to Purchaser by
Seller and that payment thereof is to be made to the order of, and directly and
solely to, Purchaser.

          1.1.7 Communicate directly with Seller's Account Debtors and/or Payors
to verify the amount and validity of any Account created by Seller.

          1.1.8 After an Event of Default:
                (a) Change the address for delivery of mail to Seller and to
receive and open mail addressed to Seller;


                                 Page 23 of 28
<PAGE>

               (b) Extend the time of payment of, compromise or settle for cash,
credit, return of merchandise, and upon any terms or conditions, any and all
Accounts and discharge or release any Account Debtor or other Payor (including
filing of any public record releasing any lien granted to Seller by such Account
Debtor or other Payor), without affecting any of the Obligations.

          1.1.9 File any initial financing statements, continuation statements
and amendments thereto that:

               (a) Indicate the Collateral as all assets of the Seller,
including proceeds thereof, or words of similar effect, regardless of whether
any particular asset comprised in the Collateral falls within the scope of the
UCC, or as being of an equal or lesser scope, or with greater detail; (b)
Contain any other information required by the UCC for the sufficiency or filing
office acceptance of any financing statement, or amendment, or continuation
statement including (i) whether the Seller is an organization, the type of
organization, and any organization identification number issued to the Seller
and, (ii) in the case of a financing statement filed as a fixture filing or
indicating collateral as as-extracted collateral or timber to be cut, a
sufficient description of real property to which the collateral relates; and,

               (c) Contain a notification that the Seller has granted a negative
pledge to the Purchaser, and that any subsequent lienor may be tortuously
interfering with Purchaser's rights.

          1.1.10 Advises third parties that any notification of Seller's Account
Debtors and/or Payors will interfere with Purchaser's collection rights.

          1.1.11 File any Correction Statement in the name of Seller under the
UCC that Purchaser reasonably deems necessary to preserve its rights hereunder.

          1.1.12 To do all other acts and things necessary to carry out this
Agreement.

     1.2 Seller authorizes Purchaser to accept, endorse and deposit on behalf of
Seller any checks tendered by an Account Debtor and/or Payor "in full payment"
of its obligation to Seller. Seller shall not assert against Purchaser any claim
arising therefrom, irrespective of whether such action by Purchaser effects an
accord and satisfaction of Seller's claims, under the UCC, or other applicable
law.

     1.3 All acts of Purchaser as Seller's attorney-in-fact, or Purchaser's
designee, are ratified and approved, and Purchaser or its designee shall not be
liable for any acts of commission or omission, nor for any error of judgment or
mistake of law or fact.

     1.4 This power, being coupled with an interest, is irrevocable while any
Purchased Account or Obligation shall remain unpaid.

     1.5 This power shall be of an indefinite duration and shall remain valid
and in full force and effect so long as any Purchased Account of Obligation
shall remain unpaid.


                                 Page 24 of 28
<PAGE>

     2. The terms "Account Debtor", "Account", "Collateral", "Correction
Statement", "Event of Default", "Interest", "Obligation", "Parties", "Payors",
"Purchased Accounts", "UCC" shall have the same meaning as defined in the
Factoring and Security Agreement dated and entered into by the Parties.

SELLER                                 PURCHASER

By:                                     By:
     -----------------------------           ----------------------------------

Name:                                   Name:
     -----------------------------            ---------------------------------
Title:                                  Title:
        --------------------------              -------------------------------

Date:                                   Date:
      ----------------------------             --------------------------------


                                 ACKNOWLEDGMENT
STATE OF COLORADO       )
                        ) ss.
COUNTY OF               )

     The foregoing instrument was acknowledged, subscribed and sworn to before
me by ____________________, personally known to me, this _____ day of
________________, 2006.

     Witness my hand and official seal.

                                                  -----------------------------
                                                          NOTARY PUBLIC

     My Commission Expires:

                                 ACKNOWLEDGMENT
STATE OF COLORADO       )
                        ) ss.
COUNTY OF               )

     The foregoing instrument was acknowledged, subscribed and sworn to before
me by ____________________, personally known to me, this _____ day of
________________, 2006.

     Witness my hand and official seal.

                                                  -----------------------------
                                                          NOTARY PUBLIC

     My Commission Expires:


                                 Page 25 of 28
<PAGE>

                                   EXHIBIT "E"

                               GUARANTY OF PAYMENT

     (Name), with offices at (address) (hereinafter OGuarantorO), requests DLR
Funding, Inc., with offices at 1230 West Ash, Suite 3, Windsor, CO 80550
(OPurchaserO), to factor and purchase from (Name), with offices located at
(Address) (OSellerO), such of Seller's Accounts as Seller and Purchaser may
agree from time to time.

     1. GUARANTY. In consideration of Five Dollars ($5.00USD) paid by Purchaser
to Guarantor, and of Purchaser's agreeing to factor and purchase from Seller all
or part of its Accounts, Guarantor unconditionally guarantees prompt payment
when due of any existing or Obligations of Seller to Purchaser.

     2. WAIVER OF NOTICE OF CREATION OF OBLIGATIONS. Guarantor waives notice of
the acceptance of this Guaranty by Purchaser and of the creation of any
Obligations to Seller by Purchaser.

     3. WAIVER OF GUARANTOR'S RIGHTS. Guarantor waives presentment, protest,
notice, demand, or action on Seller's delinquency with regard to any
Obligations, including any right to require Purchaser to sue Seller or otherwise
enforce payment.

     4. CONTINUATION OF GUARANTY. This Guaranty will continue as to any
Obligation of Seller to Purchaser for so long as the Obligation remains unpaid.

     5. GUARANTY VALID DESPITE OTHER SECURITY, GUARANTORS, ETC. Guarantor's
liability is independent of any other guaranties that may be in effect at any
time with regard to Seller's Obligations to Purchaser, and Guarantor's liability
may be enforced by Purchaser regardless of the existence of other guaranties.
Guarantor's liability may also be enforced by Purchaser if Seller's Obligations
to Purchaser are secured by Collateral or by other parties' guaranties. Any
Collateral, security, other guaranties and obligors may, from time to time, be
sold, released, surrendered, exchanged, compromised, waived, subordinated, or
modified by Purchaser, with or without consideration, on any terms acceptable to
Purchaser, without notice to Guarantor and without affecting Guarantor's
liability to Purchaser.

     6. GUARANTY BINDING ON HEIRS, REPRESENTATIVES, ETC. This Guaranty is
binding upon Guarantor's heirs, personal representatives, and assigns and inures
to the benefit of Purchaser's successors and assigns.






                      [THIS SPACE INTENTIONALLY LEFT BLANK]


                                 Page 26 of 28
<PAGE>

     7. DEFINITIONS INCORPORATED BY REFERENCE. The terms "Account", "Collateral"
and "Obligation" shall have the same meaning as defined in the Factoring and
Security Agreement dated and entered into by the Seller and Purchaser.

     Dated this _________ day of _________________, 2006.


                                     GUARANTOR


                                     By:
                                          -----------------------------------

                                     Name:
                                            ---------------------------------

                                     Title:
                                             --------------------------------

                                     Date:
                                           ----------------------------------

                                 ACKNOWLEDGMENT
STATE OF COLORADO       )
                        ) ss.
COUNTY OF               )

     The foregoing instrument was acknowledged, subscribed and sworn to before
me by ____________________, personally known to me, this _____ day of
________________, 2006.

     Witness my hand and official seal.

                                                  -----------------------------
                                                          NOTARY PUBLIC

     My Commission Expires:



                                 Page 27 of 28
<PAGE>

                                   EXHIBIT "F"

                            SELLER'S GENERAL RELEASE

     FOR GOOD AND VALUABLE CONSIDERATION, including the payment of Five Dollars
($5.00USD) the receipt and adequacy of which are hereby acknowledged, the
undersigned and each of them (collectively "Releasor") hereby forever releases,
discharges and acquits DLR Funding Inc. ("Releasee"), its parent, shareholders,
directors, officers, agents, attorneys, contractors and employees, of and from
any and all claims of every type, kind, nature, description or character, and
irrespective of how, why, or by reason of what facts, whether heretofore
existing, now existing or hereafter arising, or which could, might, or may be
claimed to exist, of whatever kind or name, whether known or unknown, suspected
or unsuspected, liquidated or unliquidated, each as though fully set forth
herein at length, to the extent that they arise out of or are in way connected
to or are related to that certain Factoring and Security Agreement dated
____________________ between Releasor as Seller and Releasee as Purchaser.

     1. Releasor agrees that the matters released herein are not limited to
matters which are known or disclosed, and the Releasor waives any and all rights
and benefits which it now has, or in the future may have.

     2. Releasor acknowledges that factual matters now unknown to it may have
given or may hereafter give rise to Claims which are presently unknown,
unanticipated and unsuspected, and it acknowledges that this Release has been
negotiated and agreed upon in light of that realization and that it nevertheless
hereby intends to release, discharge and acquit the Releasee from any such
unknown Claims.

     3. Acceptance of this Release shall not be deemed or construed as an
admission of liability by any party released.

     4. Releasor acknowledges that either (a) it has had advice of counsel of
its own choosing in negotiations for and the preparation of this release, or (b)
it has knowingly determined that such advise is not needed.

                                         RELEASOR


                                         By:
                                              ---------------------------------

                                         Name:
                                                -------------------------------

                                         Title:
                                                 ------------------------------

                                         Date:
                                               --------------------------------


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