EXHIBIT 10.1


     CIT Commercial Services      T:213  613-2400
     300 South Grand Avenue
     Los Angeles, CA 90071

CIT                                                          Date:  Oct 19, 2000

Cyber  Merchants  Exchange,  Inc.
600  S.  Lake  Avenue,  Suite  405
Pasadena,  CA  91106

                                FACTORING  AGREEMENT
                                --------------------

Ladies  and  Gentlemen:

     We  are  pleased  to  confirm the terms and conditions that will govern our
funds  in use accounting, non-borrowing, notification factoring arrangement with
you  (the  "Agreement').

          1.  SALE  OF  ACCOUNTS

     You  sell and assign to us, and we purchase as absolute owner, all accounts
receivable  arising  from  your  sales  of  inventory  or rendition of services,
including  those  under  any  trade names, through any divisions and through any
selling  agent  (collectively,  the  "Accounts" and individually, an "Account").

          2.  CREDIT  APPROVAL

     2.1  Requests  for credit approval for all of your orders must be submitted
to our Credit Department via computer by either: (a) On-Line Terminal Access, or
(b)  Electronic  Batch  Transmission.  If  you  are  unable to submit orders via
computer, then orders can be submitted over the phone, by fax or in writing. All
credit  decisions  by  our  Credit Department (including approvals, declines and
holds) will be sent to you daily by a Credit Decisions Report, which constitutes
the  official record of our credit decisions. Credit approvals will be effective
only  if  shipment is made or services are rendered within thirty (30) days from
the  completion  date  specified  in our credit approval. Credit approval of any
Account  may be withdrawn by us any time before delivery is made or services are
rendered.

     2.2  We  assume  the  Credit  Risk  on  each Account approved in the Credit
Decision  Report.  "Credit Risk" means the customer's failure to pay the Account
in  full  when  due  on  its  longest  maturity  solely because of its financial
inability  to pay. If there is any change in the amount, terms, shipping date or
delivery  date  for  any  shipment of goods or rendition of services (other than
accepting  returns  and granting allowances as provided in section 8 below), you
must  submit  a  change  of  terms  request  to  us,  and, if such pertains to a


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                 www  cit.com

Factor  Risk  Account, then we shall advise you of our decision either to retain
the  Credit  Risk  or to withdraw the credit approval. Accounts on which we bear
the  Credit  Risk  are  referred  to collectively as "Factor Risk Accounts", and
individually  as a "Factor Risk Account". Accounts on which you bear some or all
of the risk as to credit are referred to collectively as "Client Risk Accounts",
and  individually  as  a  "Client  Risk  Account".

     2.3  We shall have no liability to you or to any person, firm or entity for
declining,  withholding  or  withdrawing  credit  approval  on  any order. If we
decline  to credit approve an order and furnish to you any information regarding
the  credit  standing of that customer, such information is confidential and you
agree  not  to reveal same to the customer, your sales agent or any third party.
You  agree  that we have no obligation to perform, in any respect, any contracts
relating  to  any  Accounts.

     3.  INVOICING

     You  agree to place a notice (in form and content acceptable to us) on each
invoice  and  invoice  equivalent that the Account is sold, assigned and payable
only  to  us,  and  to  take all necessary steps so that payments and remittance
information  are  directed  to  us.  All invoices, or their equivalents, will be
promptly  mailed  or  otherwise  transmitted  by  you  to your customers at your
expense.  You  will  provide  us  with copies of all invoices (or the equivalent
thereof  if  the invoices were sent electronically), confirmation of the sale of
the  Accounts  to us and proof of shipment or delivery, all as we may reasonably
request. If you fail to provide us with copies of such invoices (or equivalents)
or  such  proofs  when  requested  by us, we will not bear any Credit Risk as to
those  Accounts.

     4.  REPRESENTATIONS  AND  WARRANTIES

     4.1  You represent and warrant that: each Account is based upon a bona fide
sale  and  delivery  of  inventory  or  rendition of services made by you in the
ordinary  course  of business; the inventory being sold and the Accounts created
are  your  exclusive property and are not, and will not be, subject to any lien,
consignment  arrangement,  encumbrance  or  security  interest other than in our
favor;  all amounts are due in United States Dollars; all original invoices bear
notice  of  the  sale  and  assignment to us; any taxes or fees relating to your
Accounts  or  inventory are solely your responsibility; and none of the Accounts
factored  with  us  hereunder  represent  sales  to any subsidiary, affiliate or
parent  company.  You  also  warrant  and  represent  that:  your customers have
accepted the goods or services and owe and are obligated to pay the full amounts
stated in the invoices according to their terms, without dispute, claim, offset,
defense, deduction, rejection, recoupment, counterclaim or contra account, other
than  as to returns and allowances as provided in section 8 below (the foregoing
being  referred  to  in  this  Agreement  as  "Customer  Claims").

     4.2  You  further  represent and warrant that: you are a duly organized and
validly  existing  business  organization qualified to do business in all states
where  required;  the  most  recent  financial  statements provided by you to us
accurately  reflect  your financial condition as of that date and there has been
no  material  adverse  change  in  your  financial


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condition  since the date of those financial statements. You agree to furnish us
with  such  information concerning your business affairs and financial condition
as  we  may reasonably request from time to time, including financial statements
as  of  the  end  of  each  fiscal  year.

     4.3  You  agree  that  you  will  promptly notify us of any change in your:
name, location of your chief executive office, places) of business, use of trade
names  and  divisions,  and legal or business structure. Further, you agree that
you  will  promptly  notify us of any change in control of the ownership of your
business  organization, and of significant law suits or proceedings against you.

     5.  PURCHASE  OF  ACCOUNTS

     We  shall  purchase  the  Accounts  for  the gross amount of the respective
invoices,  less:  factoring  fees or charges, trade and cash discounts allowable
to,  or  taken  by,  your  customers,  credits,  cash  on account and allowances
("Purchase  Price").  Our  purchase  of  the  Accounts  will be reflected on the
Statement  of  Account  (defined  in section 10 below), which we shall render to
you,  which  will  also reflect all credits and discounts made available to your
customers.

     6.  ADVANCES

     We  do  not  expect  to advance funds to you prior to the collection of the
Accounts,  but  we  may do so at your request in our sole discretion, subject to
such  additional  terms and conditions as we may reasonably request. We have the
right,  at  any  time  and  from  time  to  time,  to  hold any reserves we deem
reasonably  necessary as security for the payment and performance of any and all
of  your  Obligations  (defined  in  section  12 below). All amounts you owe us,
including  all  advances  to  you  and any debit balance in your Client Position
Account  (defined  in  section  10  below),  and any Obligations, are payable on
demand  and  may  be  charged  to  your  account  at  any  time.

     7.  PAYMENT  OF  ACCOUNTS

     7.1  All  payments  received by us on the Accounts will be promptly applied
to  your  account  with us after crediting your customer's account. The Purchase
Price for Accounts with respect to which such remittances have been received and
applied  by  us  during a week, less any amounts due us, will be transferred and
disbursed to you on Wednesday of the following week, or on the next business day
thereafter,  if said Wednesday is not a business day. No checks, drafts or other
instruments  received  by  us will constitute final payment of an Account unless
and  until  such  items  have  actually  been  collected.

     7.2  The  amount  of  the  Purchase  Price of any Factor Risk Account which
remains  unpaid will be deemed collected and will be credited to your account as
of  the  earlier  of  the  following  dates:


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     (a)     the  date  of  the  Account's  longest  maturity if a proceeding or
             petition  is  filed  by  or  against  the  customer under any state
             or  federal  bankruptcy  or  insolvency law, or if  a  receiver  or
             trustee is appointed for the customer;  or

     (b)     the  last  day  of  the third month following the Account's longest
             maturity  date if  such  Account  remains  unpaid  as  of said date
             without  the  occurrence  of  any  of  the  events   specified   in
             clause  (a)  above.

If  any  Factor  Risk  Account credited to you was not paid for any reason other
than  Credit  Risk,  we  shall  reverse  the  credit  and  charge  your  account
accordingly,  and  such  Account  is  then  deemed  to be a Client Risk Account.

     8.  CUSTOMER  CLAIMS  AND  CHARGE  BACKS

     8.1  You  must  notify  us  promptly  of  any  matter  affecting the value,
enforceability  or collectibility of any Account and of all Customer Claims. You
agree  to  promptly  issue  credit  memoranda or otherwise adjust the customer's
account  upon  accepting returns or granting allowances. For full invoice credit
memoranda, you agree to send duplicate copies thereof to us and to confirm their
assignment  to  us.  We  shall  cooperate with you in the adjustment of Customer
Claims,  but  we  retain  the  right  to  adjust  Customer Claims on Factor Risk
Accounts  directly  with customers, upon such terms as we in our sole discretion
may  deem  advisable.

     8.2  We  may at any time charge back to your account the amount of: (a) any
Factor Risk Account which is not paid in full when due for any reason other than
Credit  Risk;  (b)  any  Factor  Risk Account which is not paid in full when due
because  of  an  act  of  God, civil strife, or war; (c) anticipation (interest)
deducted  by a customer on any Account; (d) Customer Claims; (e) any Client Risk
Account  which is not paid in full when due; and (f) any Account for which there
is a breach of any representation or warranty. A charge back does not constitute
a reassignment of an Account. We shall immediately charge any deduction taken by
a  customer  to  your  account.

     8.3  We  may at any time charge to your account the amount of: (a) payments
we receive on Client Risk Accounts which we are required at any time to turnover
or  return (including preference claims); (b) all remittance expenses (including
incoming  wire  charges,  currency conversion fees and stop payment fees), other
than  stop payment fees on Factor Risk Accounts; (c) expenses, collection agency
fees  and  attorneys' fees incurred by us in collecting or attempting to collect
any Client Risk Account or any Obligation (defined in section 12 below); and (d)
our  fees  for  handling  collections  on  Client  Risk  Accounts which you have
requested  us  to  process,  as  provided in the Guide (see section 18.2 below).

     9.  HANDLING  AND  COLLECTING  ACCOUNTS;  RETURNED  GOODS

     9.1  As owners of the Factor Risk Accounts, we have the right to: (a) bring
suit,  or  otherwise  enforce  collection,  in your name or ours; (b) modify the
terms  of  payment,  (c)


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settle,  compromise  or release, in whole or in part, any amounts owing, and (d)
issue  credits in your name or ours. To the extent applicable, you waive any and
all  claims and defenses based on suretyship. If moneys are due and owing from a
customer  for both Factor Risk Accounts and Client Risk Accounts, you agree that
any payments or recoveries received on such Accounts may be applied first to any
Factor  Risk  Accounts.  Once  you  have granted or issued a discount, credit or
allowance  on  any  Account,  you  have no further interest therein. Any checks,
cash,  notes  or  other  documents or instruments, proceeds or property received
with  respect to the Accounts must be held by you in trust for us, separate from
your  own  property, and immediately turned over to us with proper endorsements.
We  may  endorse  your  name  or  ours  on  any such check, draft, instrument or
document.

     9.2  As owners and assignees of the Accounts and all proceeds thereof, upon
our  written  notice,  you  will,  at your expense, comply with our instructions
relative  to  any and all returned, rejected, reclaimed or repossessed inventory
("Returned  Goods").

     10.  STATEMENT  OF  ACCOUNT

     After  the  end of each month, we shall send you certain reports reflecting
Accounts  purchased,  advances  made,  if  any,  fees  and charges and all other
financial  transactions  between  us  during that month ("Reports"). The Reports
sent to you each month include a Statement of Account reflecting transactions in
three  sections:  Accounts Receivable, Client Position Account and Funds In Use.
The Reports shall be deemed correct and binding upon you and shall constitute an
account stated between us unless we receive your written statement of exceptions
within  thirty  (30)  days  after  same  are  mailed  to  you.

     11.  GRANT  OF  SECURITY  INTEREST

     11.1   You  hereby assign and grant to us a continuing security interest in
all  of  your  right,  title and interest in and to all of your now existing and
future:  (a)  accounts  receivable (including Accounts), instruments, documents,
chattel  paper, general intangibles, and any other obligations owing to you; (b)
unpaid  seller's  rights  (including  rescission,  repossession,  replevin,
reclamation and stoppage in transit); (c) rights to any inventory represented by
the  foregoing,  including  Returned  Goods;  (d)  reserves  and credit balances
arising  hereunder;  (e)  guarantees  or collateral for the foregoing (including
rights  under any letters of credit or other credit enhancements in your favor);
(f)  insurance  policies, proceeds or rights relating to the foregoing; (g) cash
and  non-cash  proceeds  of the foregoing; and (h) Books and Records (defined in
section  13  below)  evidencing  or  pertaining  to  the  foregoing.

     11.2   You agree to comply with all applicable laws to perfect our security
interest  in  collateral  pledged  to  us  hereunder,  and  to execute financing
statements and other documents as we may require to effectuate the foregoing and
to  implement  this  Agreement.  To  the extent permitted by applicable law, you
authorize us to sign your name, or to file financing statements or continuations
without your signature, all in order to create, perfect or maintain our security
interest  in  the  collateral.


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     12.  OBLIGATIONS  SECURED

     The  security  interest granted hereunder and any lien or security interest
that  we  now  or  hereafter  have  in  any  of your other assets, collateral or
property,  secure  the  payment  and performance of all of your now existing and
future  indebtedness  and  obligations  to  us,  whether absolute or contingent,
whether  arising  under  this  Agreement  or  any other agreement or arrangement
between  us,  by operation of law or otherwise ("Obligations"). Obligations also
includes  ledger debt (which means indebtedness for goods and services purchased
by you from any party whose accounts receivable are factored or financed by us),
and  indebtedness arising under any guaranty, credit enhancement or other credit
support granted by you in our favor. Any reserves or balances to your credit and
any  other assets, collateral or property of yours in our possession constitutes
security  for  any  and  all  Obligations.

     13.  BOOKS  AND  RECORDS  AND  EXAMINATIONS

     13.1  You  agree to maintain such Books and Records concerning the Accounts
as  we  may  reasonably  request  and  to  reflect our ownership of the Accounts
therein.  "Books  and  Records"  means  your  accounting  and  financial records
(whether paper, computer or electronic), data, tapes, discs, or other media, and
all  programs,  files,  records and procedure manuals relating thereto, wherever
located.

     13.2  Upon our reasonable request, you agree to make your Books and Records
available  to  us  for  examination  and to permit us to make copies or extracts
thereof.  Also,  you  agree  to  permit  us  to  visit your premises during your
business hours and to conduct such examinations as we deem reasonably necessary.

     14.  INTEREST

     14.1  Interest  is  charged  on any adjustments under this Agreement and on
any  advances that may be made under section 6 above, as of the last day of each
month  based  on  the daily debit balances in your Funds In Use account for that
month,  at  a rate equal to the greater of: (a) the sum of two percent (2%) plus
the  Chase  Prime  Rate  (defined below), or (b) six percent (6%) per annum. The
Chase  Prime  Rate  is  the per annum rate of interest publicly announced by The
Chase  Manhattan Bank (or its successor) in New York, New York from time to time
as its prime rate, and is not intended to be the lowest rate of interest charged
by The Chase Manhattan Bank to its borrowers. Any change in the rate of interest
hereunder  due  to  a  change in the Chase Prime Rate will take effect as of the
first  of  the month following such change in the Chase Prime Rate. All interest
is  calculated  on  a  360  day  year.

     14.2  In no event will interest charged hereunder exceed the highest lawful
rate.  In  the  event,  however,  that  we  do receive interest in excess of the
highest  lawful rate, you agree that your sole remedy would be to seek repayment
of  such excess, and you irrevocably waive any and all other rights and remedies
which  may  be  available  to  you  under  law  or  in  equity.


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     15.  FACTORING  FEES  AND  OTHER  CHARGES

     15.1  For our services hereunder, you will pay us a factoring fee or charge
of  one  and  one-half  percent (1.50%) of the gross face amount of all Accounts
factored  with us, but in no event less than $5.00 per invoice. In addition, you
will  pay  a  fee  of  one-quarter of one percent ('/4 of 1 %) of the gross face
amount  of each Account for each thirty (30) day period or part thereof by which
the  longest  terms  of  sale  applicable to such Account exceed sixty (60) days
(whether  as  originally stated or as a result of a change of terms requested by
you  or  the  customer).  For  Accounts  arising from sales to customers located
outside  the  fifty  states  of the United States of America, you will pay us an
additional  factoring  fee  of one percent (1 %) of the gross face amount of all
such Accounts. All factoring fees or charges are due and charged to your account
upon  our  purchase  of  the  underlying  Account.

     15.2  You  agree to pay all costs and expenses incurred by us in connection
with  the  preparation,  execution,  administration  and  enforcement  of  this
Agreement,  including  all  reasonable  fees  and  expenses  attributable to the
services  of our attorneys (whether in-house or outside), search fees and public
record  filing fees. Furthermore, you agree to pay to us our fees (as more fully
set  forth in the Guide, see section 18.2 below) including fees for: (a) special
reports  prepared by us at your request; (b) wire transfers; (c) handling change
of  terms  requests  relating  to  Accounts;  and  (d) your usage of our on-line
computer  services. Beginning on the first of the month six months from the date
hereof,  you  also agree to pay us our fees for: (i) crediting your account with
proceeds  of  non-factored  invoices  received  by  us; and (ii) charge backs of
invoices  factored with us that were paid directly to you. All such fees will be
charged  to  your account when incurred. Our fees may be changed by us from time
to  time  upon  notice to you; however, any failure to give you such notice does
not  constitute  a  breach  of this Agreement and does not impair our ability to
institute  any  such  change.

     15.3  Any  tax  or  fee of any governmental authority imposed on or arising
from  any  transactions  between  us,  any  sales  made by you, or any inventory
relating  to  such  sales  is  your  sole  responsibility (other than income and
franchise  taxes imposed on us which are not related to any specific transaction
between  us).  If we are required to withhold or pay any such tax or fee, or any
interest  or  penalties  thereon,  you  hereby  indemnify  and  hold us harmless
therefor  and  we  shall  charge  your  account  with  the  full amount thereof.

     16.  TERMINATION

     16.1  You  may  terminate this Agreement only as of an Anniversary Date and
then  only  by  giving  us  at  least  sixty  (60)  days prior written notice of
termination.  "Anniversary  Date"  means the last day of the month occurring two
years  from  the date hereof, and the same date in each year thereafter.  In the


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event  that this Agreement is terminated by you prior to an Anniversary Date, we
shall  be  entitled to the unpaid portion of the Minimum Factoring Fees, if any,
for  such Period, as provided in section 15.1 above, as of the effective date of
termination.  Except  as  otherwise provided, we may terminate this Agreement at
any  time  by  giving  you  at  least  sixty  (60)  days prior written notice of
termination.  However,  we  may  terminate  this  Agreement immediately, without
prior  notice  to  you,  upon  the occurrence of an Event of Default (defined in
section  17.1  below).

     16.2  This  Agreement  remains  effective  between  us  until terminated as
herein provided. Unless sooner demanded, all Obligations will become immediately
due  and  payable  upon  any  termination  of  this  Agreement.

     16.3  All  of  our  rights, liens and security interests hereunder continue
and  remain in full force and effect after any termination of this Agreement and
pending  a final accounting, we may withhold any balances in your account unless
we  are  supplied with an indemnity satisfactory to us to cover all Obligations.
You agree to continue to assign accounts receivable to us and to remit to us all
collections on accounts receivable, until all Obligations have been paid in full
or  we  have  been  supplied  with  an indemnity satisfactory to us to cover all
Obligations.

     17.  EVENTS  OF  DEFAULT  AND  REMEDIES  UPON  DEFAULT

     17.1  It  is  an  "Event  of  Default"  under  this  Agreement if: (a) your
business  ceases  or  a meeting of your creditors is called; (b) any bankruptcy,
insolvency,  arrangement,  reorganization, receivership or similar proceeding is
commenced  by  or against you under any federal or state law; (c) you breach any
representation,  warranty  or  covenant  contained in this Agreement; or (d) you
fail  to  pay  any  Obligation  when  due.

     17.2  After  the  occurrence  of an Event of Default which is not waived by
us,  we  may  terminate this Agreement without notice to you. We shall then have
immediate  access  to  any  and  all  Books  and  Records  as may pertain to the
Accounts, Returned Goods and any other collateral hereunder. Furthermore, as may
be  necessary  to  administer  and  enforce our rights in the Accounts, Returned
Goods  and  any  other  collateral hereunder, or to facilitate the collection or
realization  thereof,  we  have  your  permission  to use (at your expense) your
personnel,  supplies,  equipment, computers and space, at your place of business
or  elsewhere.

     17.3  After  the  occurrence  of an Event of Default which is not waived by
us, with respect to any other property or collateral in which we have a security
interest,  we shall have all of the rights and remedies of a secured party under
Article  9  of the Uniform Commercial Code. If notice of intended disposition of
any  such  property or collateral is required by law, it is agreed that five (5)
days  notice constitutes reasonable notice. The net cash proceeds resulting from
the  exercise of any of the foregoing rights, after deducting all charges, costs
and expenses (including reasonable attorneys' fees) will be applied by us to the
payment  or  satisfaction  of  the Obligations, whether due or to become due, in
such  order  as we may elect. You remain liable to us for any deficiencies. With
respect  to


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Factor  Risk  Accounts  and  Returned Goods relating thereto, you hereby confirm
that  we  are  the owners thereof, and that our rights of ownership permit us to
deal  with  this  property  as  owner  and you confirm that you have no interest
therein.

     18.  MISCELLANEOUS  PROVISIONS

     18.1  This  Agreement,  and all attendant documentation, as the same may be
amended  from  time  to  time,  constitutes the entire agreement between us with
regard  to  the  subject  matter  hereof, and supersedes any prior agreements or
understandings.  This  Agreement can be changed only by a writing signed by both
of  us.  Our  failure  or  delay  in  exercising  any  right  hereunder will not
constitute  a  waiver thereof or bar us from exercising any of our rights at any
time. The validity, interpretation and enforcement of this Agreement is governed
by  the  laws  of  the  State of California, excluding the conflict laws of such
State.

     18.2  The  Client  Service  Guide, as supplemented and amended from time to
time  (the  "Guide")  has  been  furnished  to  you or is being furnished to you
concurrently with the signing of this Agreement, and by your signature below you
acknowledge  receipt  thereof. The Guide provides information on credit approval
processes,  accounting  procedures and fees. The procedures for Electronic Batch
Transmission are covered in supplemental instructions to the Guide. From time to
time, we may provide you with amendments, additions, modifications, revisions or
supplements  to  the Guide, which will be operative for transactions between us.
All  information  and exhibits contained in the Guide, on any screen accessed by
you,  and on any print-outs, reports, statements or notices received by you are,
and  will be, our exclusive property and are not to be disclosed to, or used by,
anyone other than you, your employees or your professional advisors, in whole or
in  part,  unless  we  have  consented  in  writing.

     18.3  This  Agreement  binds  and  benefits  each  of us and our respective
successors  and  assigns,  provided,  however,  that  you  may  not  assign this
Agreement  or  your  rights  hereunder  without  our  prior  written  consent.

     18.4  Section  headings  are  for convenience only and are not controlling.
The  use  of  "including"  means  "including  without  limitation".

     18.5  If  any provision of this Agreement is contrary to, prohibited by, or
deemed  invalid  under  applicable  laws  or regulations, such provision will be
inapplicable  and  deemed  omitted to such extent, but the remainder will not be
invalidated  thereby  and  will  be  given  effect  so  far  as  possible.

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     19.  JURY  TRIAL  WAIVER

     TO  THE  EXTENT PERMITTED BY APPLICABLE LAW, WE EACH HEREBY WAIVE ANY RIGHT
TO  A  TRIAL  BY jury IN ANY ACTION OR PROCEEDING ARISING DIRECTLY OR INDIRECTLY
OUT  OF  THIS  AGREEMENT, OR ANY OTHER AGREEMENT OR TRANSACTION BETWEEN US OR TO
WHICH  WE  ARE  PARTIES.

     If  the  foregoing  is  in  accordance  with  your understanding, please so
indicate  by  signing  and  returning  to  us  the original and one copy of this
Agreement.  This  Agreement  will take effect as of the date set forth above but
only  after  being  accepted  below  by  one  of  our  officers  in Los Angeles,
California,  after  which we shall forward a fully executed copy to you for your
files.

                                               Very truly yours,

                                               THE  CIT  GROUP/
                                               COMMERCIAL  SERVICES,  INC.

                                               By  /s/  Robert  K.  Lewin
                                                  ----------------------------
                                                  Name:  Robert  K.  Lewin
                                                  Title: Senior Vice President
Read  and  Agreed  to:

CYBER  MERCHANTS  EXCHANGE,  INC.

By  /s/  John  F.  Busey
   ---------------------

Name:  John  F.  Busey
Title:  President

                                            Accepted at: Los Angeles, California

                                            THE  CIT  GROUP/
                                            COMMERCIAL  SERVICES,  INC.

                                            By  /s/  Byron  Mobley
                                               -----------------------------
                                               Name: Byron Mobley
                                               Title: Assistant Vice President


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