FACTORING AND SECURITY
 AGREEMENT 


THIS FACTORING AND SECURITY AGREEMENT
is made as of October 21, 2010 by and between Groveware Technologies LTD
 (“Seller”) and 1549534 Alberta Inc dba iFactor (“Purchaser”).


1.
Terms, Definitions and Index to Definitions. The following terms used herein shall have the following meaning.
All capitalized terms not herein defined shall have the meaning set forth in the Uniform Commercial Code:


1.1. “Active Account Debtor”
– An Account Debtor of Seller which owes a Purchased Account to Purchaser.


1.2. “Advance Rate”
– 80% .


1.3. “Average Unused Portion
of Maximum Amount” - the Maximum Amount less the average Net Funds Employed that were outstanding during the immediately
preceding month. 


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


1.5. “Clearance Days”
 – up to five banking days.


1.6. “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).


1.7. “Collateral”-
all Seller’s now owned and hereafter acquired Accounts, Chattel Paper, Inventory, Equipment, Instruments, Investment
Property, Documents, Letter of Credit Rights, Commercial Tort Claims, and General Intangibles.


1.8. “Complete
Termination” – Complete Termination occurs upon satisfaction of the following conditions:


1.8.1. Payment
in full of all Obligations of Seller to Purchaser;


1.8.2. 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.


1.8.3. Seller
has executed and delivered to Purchaser a general release in the form of Exhibit 1.8.3.


attached hereto.


1.9. “Eligible Account”
- an Account that is acceptable for purchase as determined by Purchaser in the exercise of its reasonable sole credit or business
judgment. 


1.10. “Events of Default”
- see Section 17.1.



    	 



    	 



    
1.11. “Exposed Payments”
– payments received by Purchaser from or for the account of a Payor that has become subject to a bankruptcy proceeding,
to the extent such payments cleared the Payor’s deposit account within ninety days of the commencement of said bankruptcy
case.


1.12. “Face Amount”
- the face amount due on an Account at the time of purchase.


1.13. “Factoring Fee”
- the Factoring Fee Percentage multiplied by the Face Amount of a Purchased Account.


1.14. “Factoring Fee Percentage”
– 5 %.


1.15. “Governing Jurisdiction”:
- Province of Alberta, Canada. 


1.16. “Initial Factoring
Fee Period” – One month from the Purchase Date.


1.17. “Incremental Factoring
Fee” – The Face Amount of a Purchased Account multiplied by the Incremental Factoring Fee Percentage.


1.18. “Incremental Factoring
Fee Percentage” - 0.1% per day.


1.19. “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.


1.20. “Late Charge”
-0.15  % percent per day.


1.21. “Late Payment Date”
– 120  days from the date on
which a Purchased Account was Purchased.


1.22. “Maximum Amount”
- $_ .


1.23. “Minimum Advance Amount”
- $1,000.00. .


1.24. “Minimum Funding Fee”
- $100.00. .


1.25. “Misdirected Payment
Fee”  - 15%
 of the amount of any payment (but in no event less than $1,000) on account of a Purchased Account (and, after
the occurrence of an Event of Default, payments on accounts of any 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 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.


1.26. “Obligations”
- all present and future obligations owing by 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.


1.27.  “Parties”
- Seller and Purchaser.



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 1.28. “Payor”
- An Account Debtor or other obligor on an Account, or entity making payment thereon for the account of such party.


1.29. “Purchase Date”
- the date on which Purchaser has received written confirmation from the Account Debtor that an Account will be paid to the Purchaser
without setoff, defense, counterclaim or recoupment.


1.30. “Purchase Price”
- the Face Amount of a Purchased Account.


1.31. “Purchased Accounts”
- Accounts purchased hereunder which have not been Closed.


1.32. “Repurchased”
- an Account has been repurchased when Seller has paid to Purchaser the then unpaid Face Amount.


1.33. “Required Reserve Amount”
- the Reserve Percentage multiplied by the unpaid balance of Purchased Accounts


1.34. “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 with the provisions hereof.


1.35. “Reserve Percentage”
-20%.


1.36. “Reserve Shortfall”
- the amount by which the Reserve Account is less than the Required Reserve Amount.



1.37. “Schedule of Accounts”
- a form supplied by Purchaser from time to time wherein Seller lists such of its Accounts as it requests that Purchaser purchase
under the terms of this Agreement.


1.38. “Term” –
A one year period , computed from
the date hereof.


1.39. “Termination Date”
– The earlier of (i) the Early Termination Date, or (ii) the end of the last Term which was not followed by an extension
or renewal under Section 20.


hereof.


1.40. “Termination Notice”
– See Section 20.2.


 


1.41. “Termination Notice Period”
– See Section 20.2.


 


1.42. “UCC” –
The applicable version of the Uniform Commercial Code.


1.43. “Unused Line Fee”
- _ % percent per annum of the Average
Unused Portion of the Maximum Amount.



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2.
Sale; Purchase Price; Billing


2.1. Assignment and Sale. 


2.1.1. Seller shall offer to sell to
Purchaser as absolute owner, with full recourse, such of Seller's Accounts as are listed from time to time on Schedules of Accounts.



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 may, but need not purchase
from Seller such Accounts as Purchaser determines to be Eligible Accounts.


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


2.1.5. Purchaser shall pay the Purchase
Price, of any Purchased Account, less any amounts due to Purchaser from Seller, within two (2) business days of the Purchase Date,
whereupon the Accounts shall be deemed purchased hereunder.


2.1.6. Notwithstanding anything to the
contrary contained herein, Purchaser shall not make any payment to Seller in an amount less than the Minimum Advance Amount, except
upon the request of Seller, whereupon Seller shall pay the Minimum Funding Fee to Purchaser.



2.2. Billing.


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


3.
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 15th and the last business day of each month
. Upon termination of this Agreement
or upon the occurrence of any Event of Default, whether or not cured or waived, these payments by Purchaser to Seller shall be
made no more frequently than once a 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.


4.
Exposed Payments.



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4.1. Upon termination of this Agreement
Seller shall pay to Purchaser (or Purchaser may retain), to hold in a non-segregated non-interest bearing account the amount of
all Exposed Payments (the “Preference Reserve”).


4.2. 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.


4.3. 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 can no longer
be asserted due to the passage of the statute of limitations, settlement with the bankruptcy estate of the Payor or otherwise.


5.
Authorization for Purchases.


5.1. 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.


6.1. Seller shall pay to Purchaser:


6.1.1. Factoring Fee. The Factoring
Fee, due when a Purchased Account is Closed.


6.1.2. Incremental Factoring Fee.
The Incremental Factoring Fee computed from the end of the Initial Fee Period until it has been Closed at which time the fee shall
be due.


6.1.3. Unused Line Fee. The Unused
Line Fee monthly, in arrears on the first day of each month following the accrual thereof. 



6.1.4. Misdirected Payment Fee.
Any Misdirected Payment Fee immediately upon its accrual. It is recognized that the costs imposed upon Purchaser by the Seller’s
action or inaction resulting in the imposition of this fee are difficult to ascertain, and this fee represents the good faith effort
to compensate Purchaser without imposing upon the parties the expensive burden of litigating that cost, and is the agreed liquidated
damages with result therefrom.


6.1.5. Early Termination
Fee. In the event that Seller elects to terminate this Agreement pursuant to Section 20.2. without providing the
Termination Notice to Purchaser, an Early Termination Fee computed as three times the total fees earned by Purchaser
hereunder during the month in which Purchaser earned the highest fees hereunder. 


6.1.6. Late Charge. The Late Charge,
on demand, on all past due amounts due from Seller to Purchaser hereunder.



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6.1.7. 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 audits per twelve-month period.


7.
Repurchase Of Accounts.


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


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


7.1.2. Any Purchased Account regarding
which Seller has breached any warranty as set forth in the Section 14.1.4.


 


7.1.3. 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;


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


7.1.5. Any Purchased Account that remains
unpaid beyond the Late Payment Date. 


8.
Security Interest.


8.1. As collateral securing the Obligations,
Seller grants to Purchaser a continuing first priority security interest in the Collateral.


8.2. 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.


9.
Clearance Days.


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


10.
Authorization to Purchaser.


10.1. Seller irrevocably authorizes
Purchaser at Seller's expense, to exercise at any time any of the following powers until all of the Obligations have been paid
in full:


10.1.1. Receive, take, endorse, assign,
deliver, accept and deposit, in the name of Purchaser or Seller, proceeds of any Collateral;



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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 Purchaser’s 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, which sums shall be included
as Obligations hereunder, and in connection with which sums the Late Charge shall accrue and shall be due and payable;


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


(a) Mechanics 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 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
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 Purchaser 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 obligor (including filing of any public record releasing any lien granted to Seller by such Account
Debtor), without affecting any of the Obligations;


10.1.9. File any initial financing statements
and amendments thereto that:


(a) Indicate the collateral as all assets
of the Seller or words of similar effect, regardless of whether any particular asset comprised in the collateral falls within the
scope of Article 9 of the UCC, or as being of an equal or lesser scope or with greater detail;


(b) Contain any other information required
by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, 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



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(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. Advise third parties that any
notification of Seller’s Account Debtors will interfere with Purchaser’s collection rights.


10.1.11. File any Correction Statement
in the name of Seller under Section 9-518 of the Uniform Commercial Code that Purchaser reasonably deems necessary to preserve
its rights hereunder.


10.2. Seller authorizes Purchaser to
accept, endorse and deposit on behalf of Seller any checks tendered by an Account Debtor “in full payment” of its obligation
to Seller. 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 §3-311 of the Uniform Commercial Code, or otherwise.


11.
ACH Authorization. 


11.1. 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.


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


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.



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12.3. Before sending any Invoice
to an Account Debtor, Seller shall mark same with such Notice of Assignment as Purchaser may require.


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 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:


12.6.1. Any payment on account of a Purchased
Account.


12.6.2. After the occurrence of an Event
of Default, any payment on account of any Account.


12.7. Avoidance Claims.


12.7.1. 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.


12.7.2. Seller shall notify Purchaser
within two business days of it becoming aware of the assertion of an Avoidance Claim.


12.7.3. This Section shall survive termination
of this Agreement.


13.
Account Disputes.


13.1. 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 deem advisable, for Seller's account and risk and at Seller's
sole expense. Upon the occurrence of an Event of Default Purchaser may Resolve such issues with respect to any Account of Seller.


14.
Representation and Warranties.


14.1. Seller represents and warrants
that:


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


14.1.2. This Agreement constitutes its
legal, valid and binding obligation; and


14.1.3. Seller is solvent and in good
standing in the jurisdiction of its organization.


14.1.4. The Purchased Accounts are and
will remain:



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(a) 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;


(b) To the best of Seller’s knowledge,
unconditionally owed and will be paid to Purchaser without defenses, disputes, offsets, counterclaims, or rights of return or cancellation;


(c) Not sales to any entity that is
affiliated with Seller or in any way not an “arms length” transaction.


14.1.5. 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 regarding Purchased Accounts.


15.
Indemnification.


15.1. 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 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.


16.
Disclaimer of Liability.


16.1. 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: (a) 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, (b) Seller or any guarantor of the Obligations
becomes subject to any debtor-relief proceedings, (c) 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 whatever, (d) Purchaser for any reason, in good
faith, deems itself insecure with respect to the prospect of repayment or performance of the Obligations.


17.2. Waiver of Notice. PURCHASER'S
FAILURE TO CHARGE OR ACCRUE INTEREST OR FEES AT ANY “DEFAULT” OR “PAST DUE” RATE SHALL NOT BE DEEMED A
WAIVER BY PURCHASER OF ITS CLAIM THERETO.



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17.3. Effect of Default.


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


17.3.2. The Late Charge shall accrue
and is payable on demand on any Obligation not paid when due.


18.
Account Stated.


18.1. 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 thirty 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.


19.1. 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 Terms.


20.2. Either Party may terminate this
Agreement by giving the other Party two-month’s (“Termination Notice Period”) prior written notice of termination
(“Termination Notice”), whereupon this Agreement shall terminate on the earlier date of the date of termination or
the end of the then current Term.


20.3. All Obligations shall be due and
payable on the Termination Date.


21.
No Lien Termination without Release.



21.1. 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 §9-513 of the UCC.



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22.
Conflict.


22.1. 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.


23.1. 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.


24.
Enforcement.


24.1. 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.


25.1. 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.


26.1. Seller agrees to reimburse Purchaser
on demand for:


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


(a) Negotiating, preparing, or administering
this Agreement and any documents prepared in connection herewith;


(b) Any way arising out of or in connection
with this Agreement, and whether or not arising out of a dispute which does not involve Purchaser;


(c) Protecting, preserving or enforcing
any lien, security 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;


26.1.2. The actual costs, including photocopying
(which, if performed by Purchaser's employees, shall be at the rate of $.10/page), travel, and attorneys' fees and expenses incurred
in complying with any subpoena or other legal process in any way relating to Seller. This provision shall survive termination of
this Agreement.



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26.1.3. 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 (ii) opposing confirmation
of Seller's plan there under.


27.
Entire Agreement.


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


28.
Choice of Law.


28.1. This Agreement and all transactions
contemplated hereunder and/or evidenced hereby shall be governed by, construed under, and enforced in accordance with the internal
laws of the Governing Jurisdiction.


29.
Jury Trial Waiver.


29.1. 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 (A) ARISING HEREUNDER, OR (B) 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.


30.1. 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 Governing Jurisdiction, in the city in which Purchaser’s chief executive office is located, or if none, any
court sitting in the Governing Jurisdiction (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.



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31.
Time of the Essence.


31.1. It is agreed that time is of the
essence in all matters herein.


32.
Service of Process.


32.1. 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.


33.
Assignment


33.1. 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.


34.
Counterparts.


34.1. 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.


35.
Notice.


35.1. 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.


35.2. 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:



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SELLER



Address:Groveware Technologies LTD


20 Eglinton West Suite 1006


Po Box 2007


Toronto, Ontario, Canada M4R 1K8


 


Officer: Hrair Achkarian


Email address:hrair@groveware.com


PURCHASER


Address:   1549534 Alberta Inc dba iFactor


2 2642 25a Street SW


Calgary, Alberta, Canada T3E 1Z4


 


Officer: Mark Huolt


Email address:mark@ifactor.info


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


	SELLER:	Groveware Technologies LTD
		
		By: /s/ Hrair Achkarian
		Name: Hrair Achkarian
		Title: President
		
	PURCHASER:	1549534 Alberta Inc dba iFactor
		
		By:
		Name:
		Title:








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EXHIBIT 1.8.3. 


GENERAL RELEASE


FOR GOOD AND VALUABLE CONSIDERATION, the receipt and
adequacy of which are hereby acknowledged, the undersigned and each of them (collectively “Releasor”) hereby forever
releases, discharges and acquits 1549534 Alberta Inc dba iFactor (“Releasee”), its parent, directors, shareholders,
agents 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  
.


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.


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.


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


In the event of any litigation arising
out of or related to this Release, the prevailing party shall recover its reasonable attorney’s fees and expenses from the
unsuccessful party. It shall be presumed (subject to rebuttal only by the introduction of competent evidence to the contrary) that
the amount recoverable is the amount billed to the prevailing party by its counsel and that such amount will be reasonable if based
on the billing rates charged to the prevailing party by its counsel in similar matters.


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 advice is not needed.





	DATED: Oct 22, 2010	
		
	Individual Releasor:	/s/ Hrair Achkarian
		[Name of individual], individually
	Entity Releasor:	By: Hrair Achkarian
		Name:
		Title:
		











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