ACCOUNT
PURCHASE AGREEMENT

     

    This
Account Purchase Agreement is dated as of August 27, 2010 is entered into
between Wells Fargo Bank, National Association (together with its participants,
successors and assigns, “WFBC”), acting through its Wells Fargo Business Credit
operating division, and Insurance Overload Acquisition Corp., a Delaware
corporation (the “Customer”).  The Customer and WFBC agree as
follows:

     

    Article
1.

    Purpose
of Agreement

    


    1.01       Purpose of
Agreement.  The Customer desires to sell, transfer and assign
to WFBC an undivided ownership interest in all of the Customer’s right, title
and interest in certain of its Accounts, all Related Rights with respect thereto
and all proceeds of the foregoing and WFBC desires to purchase such undivided
ownership interest in all of the Customer’s right, title and interest in such
Accounts, all Related Rights with respect thereto and all proceeds of the
foregoing on the terms and conditions set forth herein.  The purchase
of Accounts and Related Rights hereunder shall be full recourse and shall be on
a notification of assignment basis.  The purpose of this Agreement is
commercial in nature and not for household, family or personal
use.  Terms which are not defined herein shall have the meaning set
forth in the Uniform Commercial Code as adopted in the State of
Colorado.  The Customer acknowledges and agrees that WFBC has not made
any representations or warranties concerning the tax, accounting or legal
characteristics of the transaction set forth herein and in the Related Documents
and that the Customer has obtained and relied upon such tax, accounting and
legal advice from its own experts concerning such transaction as it deems
appropriate.

     

    Article
2.

    Definitions

     

    2.01       “Acceptable Account” means an
Account, in an amount equal to the aggregate face amount of such Account, net of
any credits or allowances of any nature, which (a) conforms to the
representations, warranties and terms set forth herein and (b) is not an
Unacceptable Account as defined below.

     

    2.02       “Account” means any right of
payment of the net amount for goods sold, or leased and delivered or services
rendered in the ordinary course of the Customer’s business which is not
evidenced by an instrument or chattel paper.

     

    2.03       “Account Debtor” means the
Customer’s customer or any other Person owing money to the Customer with respect
to an Account.

     

    2.04       “Affiliate” means (a) any
Person that directly, or indirectly through one or more intermediaries, controls
another Person (as used in this Section 2.04, a “Controlling Person”) or (b)
any Person which is controlled by or is under common control with a Controlling
Person.  As used herein, the term “control” means possession, directly or
indirectly, of the power to vote ten percent (10%) or more of any class of
voting securities of a Person or to direct or cause the direction of the
management or policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    2.05       “Agreement” means this Account
Purchase Agreement.

     

    2.06       “Assignment and Schedule of
Accounts” means an Assignment and Schedule of Accounts, in form and
substance acceptable to WFBC in its sole discretion.

     

    2.07       “Business Day” means a day on
which the Federal Reserve Bank of New York is open for business.

     

    2.08       “Change of Control” means the
occurrence of any of the following events:  Any Person or “group” (as
such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934) who does not have an ownership interest in the
Customer on the Closing Date is or becomes the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act
of 1934, except that any such Person, entity or group will be deemed to
have “beneficial ownership” of all securities that such Person, entity or group
has the right to acquire, whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, of more than ten
percent (10%) of the voting power of all classes of ownership of the
Customer.

     

    2.09       “Closing Date” means August
27, 2010.

     

    2.10       “Collateral” shall mean all of
the following property of the Customer whether now owned or existing or
hereafter created or acquired or arising, or in which the Customer now has or
hereafter acquires any rights, and wheresoever located:  (a) all Purchased
Accounts and all of
the Related Rights; (b) all Accounts; (c) all chattel paper (including
electronic chattel paper); (d) all inventory and goods; (e) all equipment; (f)
all commercial tort claims; (g) all documents (including warehouse receipts,
bills of lading, and other documents of title); (h) all general intangibles
(including (i) payment intangibles, (ii) intellectual property and (iii) all
other choses in action, causes of action, actions, suits, and other legal
proceedings of any kind); (i) all instruments; (j) all investment property; (k)
all letters of credit and letter of credit rights; (l) all supporting
obligations; (m) the Collected Reserve Account and all monies and other things
of value contained in the Collected Reserve Account; (n) all of the Customer’s
deposit accounts and all of the Customer’s blocked accounts, lockbox accounts or
collateral accounts established with or for the benefit of WFBC, and all items
in any lockbox established with or for the benefit of WFBC; (o) all Records and
all other tangible and electronic books and records of the Customer (including
all mail and electronic mail); (p) all amendments, modifications, products,
replacements, and substitutions to any of the foregoing; (q) in the case of all
goods set forth above, all accessions; (r) all accessories, attachments, parts,
equipment and repairs now or hereafter attached or affixed to or used in
connection with any goods set forth above; (s) all warehouse receipts, bills of
lading and other documents of title now or hereafter covering any goods set
forth above; (t) all collateral subject to the Lien of any Related Document; (u)
all money and other assets of the Customer that now or hereafter come into the
possession, custody, or control of WFBC; and (v) all proceeds (including cash,
insurance and condemnation proceeds) of, all substitutions and replacements for,
and all products of, any of the foregoing.

     

    2.11       “Confidential Information”
shall have the meaning set forth in Section 11.17.

     

    
      
        
           


        

        
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    2.12       “Collected Reserve Account”
means the internal general ledger account to and from which from time to time
credits, debits and disbursements will be made in accordance with this
Agreement.

     

    2.13       “Event of Termination” shall
have the meaning set forth in Article 9.

     

    2.14       “Facility Maximum” means
$5,000,000, subject to the availability of Acceptable Accounts and the exercise
of WFBC’s discretion as provided herein.

     

    2.15       “Final Termination Date” shall
have the meaning set forth in Section 11.26.

     

    2.16       “Former Plan” means any
employee benefit plan in respect of which the Customer or a Subsidiary has
engaged in a transaction described in Section 4069 or Section 4212(c) of
ERISA.

     

    2.17       “Guarantor” means every Person
now or in the future who agrees to guaranty the obligations of the Customer to
WFBC.

     

    2.18       “Guaranty” means each guaranty
of the obligations of the Customer to WFBC, executed by a Guarantor in favor of
WFBC.

     

    2.19       “Indemnified Liabilities”
shall have the meaning set forth in Section 11.07(a).

     

    2.20       “Indemnitees” shall have the
meaning set forth in Section 11.07(a).

     

    2.21       “Insolvency” means, with
respect to any Multiemployer Plan, the condition that such Plan is insolvent
within the meaning of Section 4245 of ERISA.

     

    2.22       “Insolvency Proceeding” means
any proceeding under Title 11 of the United States Code or under the Bankruptcy
and Insolvency Act (Canada) or the Companies Creditors Arrangement Act (Canada),
any general assignment for the benefit of creditors, any proceeding instituted
by or against a Person seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief or composition of it or its debts
under any law relating to bankruptcy, insolvency, reorganization or relief of
debtors, or any proceeding seeking the entry of an order for relief by the
appointment of a receiver, trustee, custodian or similar official for its or a
substantial part of its property.

     

    2.23       “Lien” means any security
interest, assignment (whether absolute or by way of security), mortgage, deed of
trust, pledge, lien (statutory or otherwise), charge, encumbrance, title
retention agreement or analogous instrument or device, including without
limitation the interest of each lessor under any capitalized lease and the
interest of any bondsman under any payment or performance bond, in, of or on any
assets or properties of a person or entity, whether now owned or subsequently
acquired and whether arising by agreement or operation of law.

     

    2.24       “Material Adverse Effect”
means any effect upon the business, operations, property or financial or other
condition of the Customer which, in the sole determination of WFBC, materially
adversely affects (a) the interest of WFBC in the Purchased Accounts, the
Related Rights or the Collateral, (b) the collectibility and enforceability of
the Purchased Accounts, the Related Rights or the Collateral or WFBC’s rights
thereunder or (c) the ability of the Customer to perform its obligations under
this Agreement or any of the Related Documents.

     

    
      
        
           


        

        
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    2.25       “Multiemployer Plan” means a
Plan which is a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.

     

    2.26       “Other Taxes” shall have the
meaning set forth in Section 11.20(b).

     

    2.27       “Outstanding Balance” means,
for any Purchased Account, the total amount due and payable by the Account
Debtor for goods or services rendered by the Customer in respect of such
Purchased Account, after reduction for any payments, discounts, credits,
rebates, allowances, reserves, incentives, penalties or other reductions or
similar adjustments, as determined by WFBC in it sole discretion.

     

    2.28       “Participant” shall have the
meaning set forth in Section 11.02.

     

    2.29       “PBGC” means the Pension
Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of
ERISA (or any successor thereto).

     

    2.30       “Permitted Lien” and “Permitted Liens” shall have
the meaning set forth in Section 6.13.

     

    2.31       “Person” means any individual,
corporation, partnership, joint venture, limited liability company, association,
joint stock company, trust, unincorporated organization or government or any
agency or political subdivision of a governmental entity.

     

    2.32       “Plan” means, at a particular
time, any employee benefit plan which is covered by ERISA and in respect of
which the Customer or a Subsidiary is an “employer” as defined in Section 3(5)
of ERISA.

     

    2.33       “Prime Rate” shall mean the
highest of the Prime Rate published by Wells Fargo Bank, N.A. as the base rate
on corporate loans.  In the event the Prime Rate as published by Wells
Fargo Bank, N.A. ceases to exist or Wells Fargo Bank, N.A. ceases publishing a
Prime Rate, WFBC will substitute a comparable index which is outside the control
of WFBC.  In the event of an error by Wells Fargo Bank, N.A., the “Prime
Rate” will be based upon the Prime Rate as corrected.  Any increase or
decrease in the Prime Rate shall be effective as of the next Business Day
following such adjustment and such adjusted Prime Rate shall be the applicable
Prime Rate in determining the rate of interest payable hereunder.

     

    2.34       “Purchase Limit” means the
limit WFBC sets from time to time in its sole discretion establishing the
maximum gross face amount of Purchased Accounts which are approved as Acceptable
Accounts at any given time owed by a particular Account Debtor.

     

    2.35       “Purchase Price” means, for
any Purchased Account and the Related Rights with respect thereto, an amount
equal to 90% of the gross face amount of such Purchased Account, less any
charges with respect to such Purchased Account and less any amount of any trade
discounts, credits or allowances, or any other reductions or adjustments to such
Purchased Account taken by the Account Debtor. This percentage may be
adjusted by WFBC at any time at WFBC’s sole discretion.

     

    
      
        
           


        

        
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    2.36       “Purchased Account” and “Purchased Accounts” shall
have the meanings set forth in Section 3.01(a).

     

    2.37       “Purchased Amount” means, at
any time, an amount equal to (a) the aggregate Purchase Price, minus (b) the
aggregate amount paid to WFBC hereunder on account of Purchased Accounts and
Related Rights, net of all fees, interest, expenses and costs
hereunder.

     

    2.38       “Records” means all tangible
and electronic books, records, reports and other documents and information
(including hard copies of all data maintained in databases of the Customer on
tapes, disks and punch cards) maintained in respect of the Purchased Accounts,
the Related Rights, the Collateral and the Account Debtors.

     

    2.39       “Related Document” means any
agreement, document, exhibit, notice or other written communication to which the
Customer is a party or which has at any time been delivered by or on behalf of
the Customer to WFBC in connection with this Agreement, including each
Guaranty.

     

    2.40       “Related Rights” shall have
the meaning set forth in Section 3.01.

     

    2.41       “Related Security” means, with
respect to the Purchased Accounts, (a) all Liens, and all property subject
thereto, from time to time purporting to secure payment of any Purchased
Account, including any security deposit, whether pursuant to any related
agreement or otherwise; (b) all of the Customer’s right, title and interest in,
to and under all guarantees, indemnities, letters of credit, insurance policies
(and proceeds and premium refunds thereof) and other agreements or arrangements
of whatsoever character from time to time supporting or securing payment of any
Purchased Account, whether pursuant to the related agreement or otherwise; (c)
all related Records; and (d) all proceeds of or relating to the foregoing and
any Purchased Account.

     

    2.42       “Reorganization” means with
respect to any Multiemployer Plan, the condition that such plan is in
reorganization within the meaning of Section 4241 of ERISA.

     

    2.43       “Reportable Event” means any
of the events set forth in Section 4043(c) of ERISA, other than those events as
to which the thirty day notice period is waived under
PBGC Reg. § 2615 or any successor regulation
thereto.

     

    2.44       “Repurchase Price” means, for
any Purchased Account and the Related Rights with respect thereto, (a) the
lesser of (i) the Purchase Price related to such Purchased Account and the
Related Rights with respect thereto and (ii) the Outstanding Balance of such
Purchased Account, plus (b) all fees, costs or expenses associated with the
repurchase or collection of such Purchased Account and the Related Rights with
respect thereto.

     

    2.45       “Single Employer Plan” means
any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer
Plan.

     

    
      
        
           


        

        
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    2.46   
   “Subsidiary” means, as to any
Person, any corporation or other entity of which securities or other ownership
interests having ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions are at the time directly
or indirectly owned by such Person; unless otherwise specified, “Subsidiary” means a
Subsidiary of the Customer.

     

    2.47  
    “Taxes” shall have the meaning
set forth in Section 11.20(a).

     

    2.48   
   “Term”
means, the period from the date hereof to and including August 27, 2013 and,
thereafter, each subsequent twenty-four (24) month period unless WFBC or the
Customer notifies the other in writing, at least sixty (60) days prior to the
end of the current Term, that such party will deem this Agreement terminated on
the last day of the current Term.

     

    2.49    
  “Termination
Date” means the earliest of (a) the last day of the current Term, (b) the
date the Customer terminates this Agreement pursuant to Section 3.11 or Section
11.02, (c) the date on which an Event of Termination described in Section
9.01(d) occurs, or (d) during the continuation of an Event of Termination, the
date on which WFBC exercises its right to cease purchasing
Accounts.

     

    2.50    
  “Unacceptable
Account” means any Account which is not acceptable in WFBC’s sole
discretion including the following:

     

    (a)           Accounts
unpaid ninety (90) days or more after the invoice date;

     

    (b)           Accounts
owed by any unit of government, whether foreign or domestic (provided, however,
that Unacceptable Accounts shall not include that portion of Accounts owed by
such units of government for which the Customer has provided evidence
satisfactory to WFBC that (i) WFBC has a first priority perfected security
interest in such Accounts and (ii) such Accounts may be enforced by WFBC
directly against such unit of government under all applicable
laws);

     

    (c)           Accounts
not payable in United States Dollars;

     

    (d)           Any
Account which is not an “account” or “payment intangible” within the meaning of
Article 9 of the Uniform Commercial Code of all applicable
jurisdictions;

     

    (e)           Any
Account which (i) does not arise under a contract which is in full force and
effect, (ii) does not constitute the legal, valid and binding obligation of the
related Account Debtor enforceable against such Account Debtor in accordance
with its terms, (iii) is subject to counterclaim, defense or other Lien (other
than Permitted Liens), or (iv) is an executory contract or unexpired lease
within the meaning of Section 365 of the Bankruptcy Code;

     

    (f)           Any
Account which arises under a contract which (i) does not contain an obligation
to pay a specified sum of money or is subject to contingencies, (ii) requires
the Account Debtor under such contract to consent to the sale, transfer or
assignment of the rights to payment under such contract, (iii) limits or
restricts the sale, transfer or assignment (whether absolutely or by way of
security) of such contract, or (iv) contains a confidentiality provision that
purports to restrict WFBC’s exercise of rights under this Agreement, including
the right to review such contract;

     

    
      
        
           


        

        
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    (g)           Any
Account which, in whole or in part, contravenes any law, rule or regulation
applicable thereto (including those relating to usury, truth in lending, fair
credit billing, fair credit reporting, equal credit opportunity, fair debt
collection practices and privacy), which contravention would reasonably be
expected to have a Material Adverse Effect;

     

    (h)           Accounts
owed by an Account Debtor which (i) is not acceptable to WFBC or (ii) is located
outside the United States or Canada;

     

    (i)      
     Accounts owed by an Account Debtor that is
insolvent, the subject of an Insolvency Proceeding or has ceased doing
business;

     

    (j)      
     Accounts owed by an owner, shareholder,
Subsidiary, Affiliate, officer or employee of the Customer;

     

    (k)           Accounts
not beneficially or legally owned by the Customer immediately prior to purchase
by WFBC;

     

    (l)   
        Accounts which represent
indebtedness of an Account Debtor that constitutes an illegal, invalid or
unenforceable obligation of such Account Debtor to pay the amount thereof on the
maturity date stated therein;

     

    (m)          Accounts
which, upon purchase by WFBC, are not subject to a duly perfected Lien in WFBC’s
favor or which are subject to any Lien in favor of any Person other than WFBC,
including any payment or performance bond;

     

    (n)           Accounts
that have been restructured, extended, amended or modified;

     

    (o)           Any
Account whose sale, transfer or assignment (whether absolutely or by way of
security) is limited or restricted by the terms of the contract evidencing or
relating to such Account (unless such limitation or restriction has been
complied with and WFBC is satisfied in its sole discretion that the sale,
transfer or assignment of such Account hereunder is valid and
effective);

     

    (p)           That
portion of Accounts that constitutes freight fees, allowances, finance charges,
service charges or sales or excise taxes;

     

    (q)           Accounts
that have been invoiced, paid or partially paid in advance of the full delivery
and acceptance of goods or the performance and acceptance of services or in
advance of the submission of such Accounts to WFBC;

     

    (r)           Any
Account which was not generated in the ordinary course of the Customer’s
business;

     

    (s)           Any
Account as to which not all of the related invoices have been made available to
WFBC in a form acceptable to WFBC, and which are not included in an Assignment
and Schedule of Accounts acceptable to WFBC in its sole discretion prior to the
proposed purchase of such Accounts;

     

    
      
        
           


        

        
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    (t)           Any
Account which is subject to any asserted reduction (including any reduction on
account of any offsetting account payable of the related Account Debtor or the
Customer to an Account Debtor), cancellation, rebate or refund or any dispute,
offset, counterclaim, Lien or defense whatsoever; provided that an Account that
is subject only in part to any of the foregoing but otherwise qualifies as an
Acceptable Account (as determined by WFBC in its sole discretion) shall be an
Acceptable Account to the extent not subject to reduction, cancellation, refund,
dispute, offset, counterclaim, Lien or other defense;

     

    (u)           Accounts,
or portions thereof during the period beginning on the date hereof to and
including September 30, 2010, which would cause the Purchase Limit for such
Account Debtor to be exceeded;

     

    (v)           Accounts
which would cause the Purchased Amount to exceed the Facility Maximum;
and

     

    (w)          Accounts,
or portions thereof, that fail to conform to the representations and warranties
contained herein or are otherwise deemed unacceptable by WFBC in its sole
discretion.

     

    2.51     
“Uniform Commercial
Code” means the Uniform Commercial Code as in effect from time to time in
the State of Colorado; provided, however, to the extent the law of any other
state or other jurisdiction applies to the attachment, perfection, priority or
enforcement of any Lien granted to WFBC in any of the Collateral, “Uniform Commercial Code”
means the Uniform Commercial Code as in effect in such other state or
jurisdiction for purposes of the provisions hereof relating to such attachment,
perfection, priority or enforcement of a Lien in such Collateral.  To
the extent this Agreement defines the term “Collateral” by reference to terms
used in the Uniform Commercial Code, each of such terms shall have the broadest
meaning given to such terms under the Uniform Commercial Code as in effect in
any state or other jurisdiction.

     

    2.52       “Wells Receivers” shall have
the meaning set forth in Section 11.17.

     

    2.53       “WFBC Discount” means, with
respect to each Purchased Account and the Related Rights with respect thereto,
an amount equal to the lesser of (i) the sum of Prime Rate plus two and one half
of one percent (2.50%) per annum, or (ii) the lawful maximum, if any, in effect
from time to time for advances to customers of the type, in the amount, for the
purposes and otherwise of the kind herein contemplated.  Upon the
occurrence and during the continuation of an Event of Termination, with respect
to each Purchased Account and the Related Rights with respect thereto, the WFBC
Discount shall be equal to the sum of Prime Rate plus five and one half of one
percent (5.50%) per annum, or such lesser amount as WFBC in its sole discretion
may determine (but in no event shall such fee be more than the lawful maximum,
if any, in effect from time to time for advances of the type, in the amount, for
the purposes and otherwise of the kind herein contemplated).  The WFBC
Discount shall be calculated on the basis of a 360-day year for the actual
number of days elapsed.  WFBC may increase the WFBC Discount if WFBC’s
cost of funds increases for any reason.  Such change shall be
effective upon the actual change in WFBC’s cost of funds.

     

    
      
        
           


        

        
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    2.54       “WFBC Discount Fee” shall have
the meaning set forth in Section 3.08(a).

     

    Article
3.

    Purchase
and Assignment of Accounts

     

    3.01       Purchase and Assignment of
Accounts.  Pursuant to the terms herein and in consideration
for amounts paid to the Customer on the date hereof as well as amounts paid to
the Customer during the term hereof, the Customer hereby agrees to sell,
transfer and assign to WFBC, with recourse, as absolute owner, and WFBC hereby
agrees to purchase from the Customer, during the period from the Closing Date to
but excluding the Termination Date, as of the date of each delivery of each
Assignment and Schedule of Accounts acceptable to WFBC in its sole discretion,
all of the Customer’s right, title and interest in and to the
following:

     

    (a)           Each
Acceptable Account generated by the Customer which is offered for sale, transfer
and assignment by the Customer pursuant to an Assignment and Schedule of
Accounts delivered to WFBC by the Customer and accepted by WFBC in its sole
discretion (collectively, the “Purchased Accounts” and each, a “Purchased
Account”);

     

    (b)           All
rights of action (including all rights of stoppage in transit, replevin,
repossession, reclamation, setoff, detinue, repurchase and all other rights of
action of a consignor, consignee, unpaid vendor, mechanic, artisan or other
lienor) accrued or to accrue on each Purchased Account, including full power to
collect, sue for, compromise, assign, in whole or in part, or in any other
manner enforce collection thereof in the Customer’s name or
otherwise;

     

    (c)           All
right, title and interest of the Customer in and to the Records, the Related
Security, all agreements, documents or instruments relating to the Purchased
Accounts and the proceeds thereof, and all deposits and other security for the
obligation of any Person under or relating to the Purchased Accounts, in each
case whether presently existing or hereafter arising, now owned or hereafter
acquired;

     

    (d)           All
inventory and goods relating to, or which by sale have resulted in, Purchased
Accounts, including all returned inventory and goods; and

     

    (e)           All
proceeds of the foregoing in any form (collectively, with the assets described
in Section 3.01(b), Section 3.01(c), and Section 3.01(d), the “Related
Rights”).

     

    The
foregoing sales, transfers and assignments do not constitute, and are not
intended to result in, an assumption by WFBC of any liability or obligation of
the Customer or any other Person in connection with the Purchased Accounts, the
Related Rights or under any agreement or instrument relating
thereto.

     

    3.02       Approval.  WFBC shall not
purchase an Account and the Related Rights with respect thereto unless such
Account is first submitted to WFBC by the Customer for approval.  WFBC is
not obligated to buy from the Customer any Account and the Related Rights with
respect thereto that WFBC does not deem acceptable in its sole
discretion.

     

    
      
        
           


        

        
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    3.03       Required Forms.  When the
Customer offers an Account and the Related Rights with respect thereto to WFBC
for sale, transfer and assignment, WFBC shall receive (a) an Assignment and
Schedule of Accounts, in a form satisfactory to WFBC in its sole discretion and
signed by an authorized representative of the Customer, (b) an original invoice
or an electronic equivalent thereof, either of which must be in a form
acceptable to WFBC in its sole discretion, (c) a copy of the bill of lading if
applicable, (d) proof of delivery, (e) contract, purchase order, or purchase
order number which corresponds with such invoice, as appropriate to the business
of the Customer, (f) notification of assignment and waiver of offset signed by
the applicable Account Debtor in a form acceptable to WFBC in its sole
discretion, and (g) any other document which WFBC may require.

     

    3.04       Purchase.  Upon approval
and acceptance by WFBC of an Account and the Related Rights with respect thereto
for the sale, transfer and assignment to WFBC of such Account and such Related
Rights, WFBC shall purchase and the Customer shall sell, transfer and assign to
WFBC such Account and such Related Rights.

     

    3.05       Purchase Price.  As
consideration for the sale, transfer and assignment to WFBC of an Account and
the Related Rights with respect thereto, WFBC shall pay to the Customer the
Purchase Price for such Account and such Related Rights on the terms and
conditions as stated herein.

     

    3.06       Payment of Purchase
Price.  Upon the sale, transfer and assignment of an Account and the
Related Rights with respect thereto to WFBC, and receipt of all documents and
forms described in Section 3.03 and upon fulfillment of all conditions precedent
to such sale, transfer and assignment as more fully set forth herein, WFBC shall
pay the Purchase Price for such Purchased Account and such Related Rights to the
Customer as follows, as determined by WFBC in its sole
discretion:  (i) WFBC shall pay such Purchase Price to the Customer or
to any third party at the Customer’s written direction to WFBC, or (ii) WFBC
shall advance such Purchase Price to the Collected Reserve Account.

     

    3.07       Repurchase of
Accounts.  The Customer shall (a) repurchase any and all
Purchased Accounts and the Related Rights with respect thereto, whether disputed
or undisputed, as may be requested by WFBC, from time to time in its sole
discretion, and (b) pay on demand the Repurchase Price for such Purchased
Accounts and the Related Rights with respect thereto.  In any event
where repurchase is required under this Agreement, WFBC, at its discretion, may
charge the Repurchase Price to the Customer’s Collected Reserve Account which
may create a deficit balance in the Collected Reserve Account.

     

    3.08       Fees.

     

    (a)           WFBC Discount Fee.  The
Customer shall pay WFBC a fully earned fee equal to the product of the WFBC
Discount multiplied by the aggregate Outstanding Balance of the Purchased
Accounts (the “WFBC Discount Fee”).  The WFBC Discount Fee shall accrue
daily and shall be due and payable in arrears on the first day of each month and
on the Final Termination Date.

     

    
      
        
           


        

        
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    (b)           Audit Fees.  The Customer
shall pay WFBC, on demand, audit fees in connection with any audits or
inspections conducted by WFBC of the Purchased Accounts, the Related Rights, the
Collateral or the Customer’s operations or business, at the rates established
from time to time by WFBC as its audit fees, together with all actual out of
pocket costs and expenses incurred in conducting any such audit or inspection;
provided that the Customer shall not, with the exception of fees, costs, and
expenses incurred during the continuation of an Event of Termination, be
required to reimburse WFBC for more than two (2) such audits or inspections in
any calendar year.

     

    3.09       Mandatory
Payments.  Unless WFBC shall otherwise consent in a written
agreement that sets forth the terms and conditions which WFBC in its discretion
may deem appropriate, if the Purchased Amount is at any time greater than the
Facility Maximum, the Customer shall pay to WFBC, upon demand, the amount
necessary to eliminate such excess.  Any such payment received by WFBC
under this Agreement may be applied to the amounts owing to WFBC from the
Customer, in such order and in such amounts as WFBC in its sole discretion may
determine from time to time.

     

    3.10       Collected Reserve Account and
Reporting and Statement of Account. 

     

    (a)           After
collection by WFBC of a Purchased Account and the Related Rights with respect
thereto, if any, WFBC shall credit the Collected Reserve Account with the amount
collected on such Purchased Account and such Related Rights less:  (i)
the Purchase Price, and (ii) any fees, expenses or charges owed to WFBC as more
fully described herein.  Any fee, charge or other obligation of the
Customer under this Agreement or any Related Document may be charged against the
Collected Reserve Account in WFBC’s sole discretion.  Provided no
Event of Termination has occurred and is continuing, or any event has occurred
which with the passage of time or notice would be an Event of Termination, any
available balance held in the Collected Reserve shall be released twice weekly
to the Customer or to any third party, at the Customer’s written direction to
WFBC.  Upon the occurrence and during the continuation of an Event of
Termination, or the continuation of an event which with the passage of time or
notice would become an Event of Termination, WFBC may hold any balance in the
Collected Reserve Account as Collateral for any obligations of the Customer to
WFBC and WFBC may charge any such obligations against the Collected Reserve
Account in its sole discretion.

     

    (b)           On
a weekly basis, or as otherwise determined by WFBC at its sole discretion, WFBC
shall prepare, and make available to the Customer through WFBC’s online
reporting system referred to as “Commercial Electronic Office” or any
replacement thereof, an accounting of the purchases, collections, and amounts
credited to or charged against the Collected Reserve Account during that week or
other period.  Should such a statement of account indicate a deficit
balance, such balance shall be due and payable and the Customer shall
immediately pay to WFBC the amount of such deficit plus accrued interest on such
deficit balance.  Interest shall accrue on any deficit balance at the
annual rate of eighteen percent (18%), calculated on a daily basis, not to
exceed the applicable legal limit, until such deficit is paid in
full.

     

    
      
        
           


        

        
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    3.11       Termination of this Agreement by
Customer.  The Customer may terminate this Agreement at any
time if it (a) gives WFBC at least thirty (30) days advance written notice prior
to the proposed Termination Date and (b) pays WFBC applicable termination fees
in accordance with the terms of this Agreement.  If the Customer
terminates this Agreement, on such Termination Date, (x) all amounts due
hereunder shall be immediately due and payable and (y) the Customer shall
repurchase all outstanding Purchased Accounts and the Related Rights with
respect thereto and immediately pay the Repurchase Price for such Purchased
Accounts and the Related Rights with respect thereto.

     

    3.12       Sole Property.  Once
WFBC has purchased an Account, any and all payments from whatever source as to
such Purchased Account are the sole property of WFBC.

     

    3.13       Credit Risk.  The
purchase of Accounts hereunder shall be on a full recourse to Customer
basis.

     

    3.14       Miscellaneous
Payments.  Should WFBC receive a duplicate payment on a
Purchased Account or other payment which is not identified, WFBC shall carry
these sums as open items in its accounting, shall return any duplicate payment
to the Account Debtor or apply such unidentified payment pursuant to the terms
hereof upon proper identification and documentation and shall use commercially
reasonable efforts to notify the Customer thereof (provided that WFBC’s failure
to do so shall not be a breach of this Agreement).  In the event WFBC
receives payment on an Account which has not been purchased hereunder and can be
identified as being the property of the Customer, such payment will be credited
to the Collected Reserve Account and released in accordance with this
Agreement.

     

    3.15       Misdirected Payments. 
With respect to misdirected payments, whenever any payment on any Purchased
Account comes into the Customer’s possession, the Customer shall hold such
payment in trust and safekeeping, as the property of WFBC, and immediately turn
over to WFBC such payment in the same form as it was received by the Customer to
WFBC. The Customer shall pay a misdirected payment fee in the amount of fifteen
percent (15%) of the amount of any payment on account of a Purchased Account
which has been received by the Customer and not delivered in kind to WFBC on the
next Business Day following the date of receipt by the Customer.  Further,
the Customer shall segregate and hold in trust and safekeeping, as the property
of WFBC, and immediately turn over to WFBC, any goods or inventory returned to,
reclaimed or repossessed by the Customer which constitute Related Rights related
to a Purchased Account.

     

    3.16       Repayment of Account
Debtor.  In the event WFBC is required to repay any Account
Debtor for a payment received by WFBC on an Account or Related Right, the amount
of the repayment by WFBC shall be an obligation of the Customer to WFBC whether
or not this Agreement has been terminated.  In the event the Customer
receives a payment from WFBC to which the Customer has no rights, repayment of
the funds to WFBC is an obligation of the Customer to WFBC whether or not this
Agreement has been terminated.  In either event, if the obligation is
not paid upon five (5) days notice of the obligation to pay from WFBC to the
Customer, WFBC may file a financing statement in connection with the security
interest granted herein (if necessary) or otherwise perfect its interest in the
Collateral and exercise any and all rights it has under this Agreement, any
Related Document or otherwise to collect the amounts due.

     

    
      
        
           


        

        
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    3.17       Hold Harmless.  The
Customer shall hold WFBC harmless against any Account Debtor ill will arising
from WFBC’s collecting or attempting to collect on any Purchased Account and the
Related Rights with respect thereto, provided that WFBC acts in a commercially
reasonable manner.

     

    3.18       Book Entry.  The
Customer shall, immediately upon sale to WFBC of each Account and the Related
Rights with respect thereto, make proper entries on its books and records
disclosing the absolute sale of such Accounts to WFBC on said books and records
and other documents as so directed by WFBC.

     

    3.19       Third Party
Information.  In the event WFBC provides financial information
to the Customer regarding a third party, whether by setting a Purchase Limit, at
the request of the Customer or otherwise, the Customer understands that WFBC is
not making any representations or warranties or expressing an opinion as to the
creditworthiness of any such third party.

     

    3.20       Payment Terms.

     

    (a)           All
accrued and unpaid fees, expenses, default interest, costs and any other amounts
due from the Customer shall be due and payable (i) on the date set forth herein
or, if no date is set forth herein, upon demand by WFBC, and (ii) on the Final
Termination Date.  Whenever any payment to be made hereunder shall be
stated to be due on a day which is not a Business Day, such payment may be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of the fees, expenses, interest, costs and
any other amounts due hereunder, as the case may be.

     

    (b)           All
amounts to be paid by or deposited hereunder will be paid or deposited not later
than 1:00 p.m. (Denver, Colorado time) on the day when
due in same day funds.  All computations of interest and fees shall be
calculated for the actual days elapsed based on a 360 day year.

     

    (c)           Amounts
due to WFBC hereunder shall be remitted to WFBC in United States
Dollars.

     

    (d)           The
Customer shall pay, as a full recourse obligation, all fees, interest, costs and
expenses, including all amounts payable under Section 11.07.

     

    (e)           The
Customer will pay on demand to WFBC interest (before and after default and
before and after judgment, with interest on overdue interest at the same rate)
on all amounts not paid to or deposited when due hereunder (other than amounts
due under Section 3.10(b)) at a rate equal to Prime Rate plus five and one half
of one percent (5.50%) per annum calculated daily.

     

    (f)           The
Customer will make all payments required to be made by it hereunder without
deduction or setoff regardless of any defense or counterclaim.

     

    
      
        
           


        

        
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    (g)           The
Customer acknowledges that (i) WFBC may maintain records of the Purchased
Amount, all Purchased Accounts, all proceeds of Collateral and all amounts paid
by the Customer to WFBC hereunder, including all fees, interest, costs and
expenses; (ii) such records shall, absent manifest error, be conclusive evidence
thereof and (iii) the failure of WFBC to maintain any such records shall not
limit or otherwise affect the obligations of the Customer or the rights and
remedies of WFBC hereunder or under any Related Document.

     

    Article
4.

    Conditions
Precedent

     

    4.01       Conditions Precedent to Initial
Purchase.  Prior to the initial purchase hereunder, the
Customer shall deliver to WFBC, unless waived by it, the following items and
documents, in form and substance satisfactory to WFBC:

     

    (a)          an
executed copy of this Agreement;

     

    (b)          (i)
a certificate of an officer of the Customer containing a copy of its articles of
incorporation and bylaws, an appropriate resolution of its directors, and the
names and true signatures of the officers authorized to sign this Agreement and
the Related Documents on its behalf, and (ii) a certificate of an officer of the
Customer containing the names and true signatures of the officers authorized to
sign all reports and other submissions under this Agreement and the Related
Documents on its behalf, on which certificates WFBC shall be entitled to
conclusively rely until such time as WFBC receives from the Customer a
replacement certificate meeting the requirements of this Section 4.01(b)(i) or
(ii), as the case may be;

     

    (c)          a
certificate of status, good standing or compliance in respect of the Customer
issued by its jurisdiction of incorporation and a certificate of status, good
standing or compliance in respect of the Customer issued by the appropriate
authorities in each jurisdiction in which the Customer is required to be
registered in order to conduct its business;

     

    (d)          evidence
(which shall include an officer’s certificate of the Customer and Tri-Overload
Staffing Inc.), in form and substance satisfactory to WFBC, that the Customer
and the other parties to the Agreement and Plan of Merger by and among Corporate
Resource Development, Inc., the Customer, TS Staffing Corp. and Tri-Overload
Staffing Inc. will be prepared to close, upon the funding of the initial
purchase hereunder, such merger substantially upon the terms set forth in such
agreement;

     

    (e)          the
Continuing Guaranties of the Customer, Robert Cassera, Corporate Resource
Services, Inc. and Corporate Resource Development, Inc., each duly executed by
such Guarantor;

     

    (f)           the
First Amendment to Security Agreement, duly executed by Corporate Resource
Development, Inc.;

     

    (g)          a
certificate of an officer of each of Corporate Resource Services, Inc. and
Corporate Resource Development, Inc., containing a copy of its articles of
incorporation and bylaws, an appropriate resolution of its directors, and the
names and true signatures of the officers authorized to sign, on its behalf, its
Guaranty and, with respect to Corporate Resource Development, Inc., the First
Amendment to Security Agreement;

     

    
      
        
           


        

        
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    (h)          favorable
legal opinions of counsel to the Customer, in form and substance satisfactory to
WFBC;

     

    (i)           Certificates
of Insurance required under this Agreement, naming WFBC as a certificate
holder;

     

    (j)           executed
copies of all discharges and releases, if any, necessary to discharge or release
all Liens (other than Permitted Liens) and other rights or interests of any
Person in the Purchased Accounts, the Related Rights or the Collateral
previously granted by the Customer, together with file stamped copies of the
relevant UCC-3 financing statements;

     

    (k)          current
searches of appropriate filing offices showing that (i) no Liens have been filed
and remain in effect against the Customer except Permitted Liens or Liens held
by Persons who have agreed in writing that upon receipt of proceeds of the
initial purchase, they will satisfy, release or terminate such Liens in a manner
satisfactory to WFBC, and (ii) WFBC has duly filed all financing statements
necessary to perfect its Lien on the Purchased Accounts, the Related Rights and
the Collateral to the extent it is capable of being perfected by filing, and
such other similar instruments or documents as may be necessary and, in WFBC’s
reasonable discretion, advisable under any applicable statute to perfect, record
or protect WFBC’s interest in the Purchased Accounts, the Related Rights or the
Collateral;

     

    (l)           payment
of all fees due under the terms of this Agreement through the date of the
initial purchase and payment of all expenses incurred by WFBC and through such
date and that are required to be paid by the Customer under this
Agreement;

     

    (m)         original
signature pages to the Certificate of Authority of the Customer for Tri-State
Employment Services, Inc. dated May 3, 2010; and

     

    (n)         
such other approvals, opinions or documents as WFBC in its sole discretion may
require.

     

    4.02       Conditions Precedent to Subsequent
Purchases.  Each subsequent purchase of an Account and the
Related Rights with respect thereto shall be subject to the conditions precedent
that, on the date of such purchase before and after giving effect to such
purchase, (a) the Customer has delivered to WFBC an Assignment and Schedule of
Accounts acceptable to WFBC in its sole discretion which includes the Accounts
to be purchased, (b) the representations and warranties of the Customer
hereunder are correct on and as of the date of such purchase as though made on
and as of such date, except to the extent that such representations and
warranties relate solely to an earlier date and (c) no event has occurred and is
continuing, or would result from such purchase, which constitutes an Event of
Termination or would constitute an Event of Termination but for the requirement
that notice be given or time elapse or both.

     

    4.03       Initial
Purchase.  The Customer authorizes WFBC to make the initial
purchase hereunder in an amount equal to the Payoff Amount (as defined in that
certain payoff letter by and among WFBC, the Customer, Tri-Overload Staffing
Inc. and TS Staffing Corp. dated the date hereof) and to pay the proceeds
thereof to WFBC for application to the indebtedness and obligations of
Tri-Overload Staffing Inc. to WFBC under the Account Purchase Agreement by and
between WFBC and Tri-Overload Staffing Inc., dated July 22, 2009.

     

    
      
        
           


        

        
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    Article
5.

    The
Customer’s Representations and Warranties

     

    The
Customer hereby represents and warrants to WFBC as follows and any request by
the Customer to sell, transfer and assign Accounts to WFBC will be deemed a
representation by the Customer that all representations and warranties in this
Article 5 are true, correct and complete as of the time of the request, unless
they relate exclusively to an earlier date:

     

    5.01       Existence and Trade
Names.  The Customer is duly organized, validly existing and in
good standing under the laws of its jurisdiction of incorporation and is duly
qualified to carry on business in each jurisdiction in which the failure to be
so qualified could reasonably be expected to have a Material Adverse Effect, and
the Customer’s trade name(s), all of which are disclosed on the Customer’s
application provided to WFBC, have been properly filed and published as required
by applicable law.

     

    5.02       Corporate Power and
Authority.  The Customer has all requisite corporate power and
authority to execute and deliver, and to perform all of its obligations under,
this Agreement and all of the Related Documents to which it is a
party.

     

    5.03       Corporate
Action.  The Customer has taken all necessary corporate action
to authorize the execution, delivery and performance of this Agreement and all
of the Related Documents to which it is a party.

     

    5.04       Authorization.  The
execution, delivery and performance by the Customer of this Agreement and all of
the Related Documents to which it is a party have been duly authorized and do
not require the consent or approval of the Customer’s shareholders.

     

    5.05       Binding
Effect.  This Agreement and all of the Related Documents to
which it is a party have been duly executed and delivered by the Customer and
constitute the legally binding obligation of the Customer enforceable against it
in accordance with their terms, subject to applicable bankruptcy,
reorganization, insolvency, moratorium and other similar laws affecting
creditors’ rights generally and equitable principles of general application
(regardless of whether enforcement is sought in a proceeding at law or in
equity).

     

    5.06      
No Contravention; No Consent
Required.  The Customer’s execution and delivery of this
Agreement or any Related Document to which it is a party and compliance with
their respective terms and conditions will not (a) result in a violation of the
Customer’s articles of incorporation or bylaws or any resolutions passed by the
Customer’s directors or shareholders; (b) result in a violation of any
applicable law, rule, regulation, order, judgment, injunction, award or decree;
(c) result in a breach of, or constitute a default under, any loan agreement,
indenture, trust deed or any other agreement or instrument to which the Customer
is a party or by which it is bound which could reasonably be expected to have a
Material Adverse Effect; (d) require any approval or consent of, or any notice
to or filing with, any governmental authority or agency having jurisdiction
except such as has already been obtained, or (e) result in, or require, the
creation or imposition of any Lien (other than Permitted Liens) upon or with
respect to any of the properties now owned or subsequently acquired by the
Customer.

     

    
      
        
           


        

        
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    5.07       Chief Executive
Office.  The Customer’s chief executive office is at the
location(s) set out under the Customer’s name on the signature pages to this
Agreement.  All other places of business have been disclosed on the
application provided to WFBC.

     

    5.08       Solvency of the
Customer.  The Customer is solvent and is not subject to any
Insolvency Proceeding.

     

    5.09       Taxes.  The Customer
has made and shall continue to make timely payment and remittance to applicable
governmental authorities of all taxes and other amounts required to be paid and
remitted by the Customer pursuant to applicable law, except (a) for such taxes
as may be contested by the Customer in good faith and for which appropriate
reserves have been established as determined by WFBC in its sole discretion and
(b) for taxes the non-payment of which would not materially adversely affect the
interest of WFBC in the Purchased Accounts, the Related Rights or the Collateral
or the collectibility and enforceability of the Purchased Accounts, the Related
Rights or the Collateral or WFBC’s rights thereunder.

     

    5.10       Good Title; No
Liens.  The Customer is, at the time of purchase of each
Account and the Related Rights with respect thereto by WFBC, the lawful owner of
and has good and undisputed title to such Account and the Related Rights with
respect thereto.  At the time of purchase, each Account and the
Related Rights with respect thereto are free from any Liens other than Permitted
Liens.  Each Account offered for sale, transfer and assignment to WFBC
is an Acceptable Account.

     

    5.11       Solvency of Account
Debtors.  To the best of the Customer’s information and
knowledge, each Account Debtor’s business is solvent at the time of this
Agreement and at the time each Account of such Account Debtor and the Related
Rights with respect thereto are presented to WFBC for purchase.

     

    5.12       Accounts Undisputed;
Transferable.  Each Account or portion thereof, as the case may
be, offered for sale, transfer and assignment to WFBC (a) is an accurate and
undisputed statement of indebtedness owed by the applicable Account Debtor to
the Customer for a certain sum which is due and payable in thirty (30) days or
less, or within such term as is agreed to by WFBC and the Customer, and (b) is
for a bona fide sale, delivery and acceptance of merchandise or performance of
services which have been received and finally accepted by such Account
Debtor.  The Customer has all rights to sell, transfer or assign such
Accounts and the Related Rights with respect thereto to WFBC and such Accounts
and the Related Rights with respect thereto are payable by the applicable
Account Debtor without offset, deduction or counterclaim.

     

    5.13       No Ownership; Control of Account
Debtors.  The Customer does not own, control or exercise
dominion over, in any way whatsoever, any Account Debtor or the business of any
Account Debtor for whom Accounts are to be, or have been, sold by the Customer
to WFBC.

     

    5.14       Accuracy of
Information.  All of the Records and all other records,
statements, books or other written information shown to WFBC by the Customer at
anytime, either before or after the signing of this Agreement, are true and
accurate in all material respects.

     

    
      
        
           


        

        
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    5.15       No Actions;
Suits.  There is no action, suit or proceeding at law or in
equity or by or before any governmental instrumentality or other agency now
pending, or to the knowledge of the Customer, threatened against or affecting
the Customer, which if adversely determined, would have a Material Adverse
Effect.

     

    5.16       Material Adverse Effect. 
Since the date of the Customer’s most recent audited financial statements, there
has been no Material Adverse Effect.

     

    Article
6.

    The
Customer’s Covenants

     

    The
Customer agrees as follows:

     

    6.01       Compliance with Governing Documents;
Laws.  The Customer will comply in all material respects with
its articles of incorporation and bylaws and all applicable laws, rules,
regulations and orders with respect to it, its properties, and all Purchased
Accounts and the Related Rights with respect thereto, and will preserve and
maintain its existence, rights, franchises, qualifications, and privileges in
the jurisdiction of its organization, and qualify and remain qualified in good
standing in each jurisdiction where the failure to be so qualified could result
in a Material Adverse Effect.

     

    6.02       Accounts Free from Defenses,
etc.  The Customer will ensure that none of the Accounts
presented for purchase, the Purchased Accounts or the Related Rights is subject
to any defense, withholding, setoff, counterclaim, deduction, discount or any
dispute with respect to underlying goods or services, and that each such Account
and the Related Rights with respect thereto are free of any claim by the
applicable Account Debtor.

     

    6.03       Compliance with Account Debtor
Agreements.  The Customer will, at its own expense, timely and
fully perform and comply with all material provisions, covenants and other
promises required to be observed by it under the agreements with its Account
Debtors and under all other agreements related to any Purchased Accounts or
Related Rights.  WFBC’s exercise of any rights hereunder shall not
relieve the Customer from such obligations.  The Customer will not
make any change in the character of its business that could (a) result in a
Material Adverse Effect or (b) result in a Purchased Account becoming an
Unacceptable Account.

     

    6.04       Ensure Payment of Purchased Accounts;
Defend WFBC Title.  The Customer will (a) take all steps
reasonably necessary or reasonably requested by WFBC to (i) ensure payment of
all Purchased Accounts and the Related Rights with respect thereto by the
Account Debtors and (ii) defend the title of WFBC to each Purchased Account and
the Related Rights with respect thereto and the proceeds thereof against the
claims of all other Persons and (b) consult with WFBC with respect to any
actions taken pursuant to clause (a) hereof.

     

    6.05       Delivery of Instruments,
etc.  Upon request by WFBC after the occurrence and during the
continuation of an Event of Termination, the Customer will promptly deliver to
WFBC in pledge all instruments, documents and chattel paper constituting
Collateral or otherwise evidencing any Purchased Account or the Related Rights
with respect thereto, duly endorsed or assigned by the Customer.

     

    
      
        
           


        

        
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    6.06       Payment
Instructions.  The Customer will not issue any payment
instructions to any Account Debtor other than in accordance with the terms of
this Agreement and the Related Documents.  The Customer will not alter
any electronic or other instruction, code or password which could result in
payment from an Account Debtor being made to any Person other than
WFBC.

     

    6.07       Reporting
Requirements.  The Customer will provide to WFBC the
following:

     

    (a)           as
soon as available and in any event within 45 days after the end of each quarter,
year-to-date unaudited financial statements of the Customer and its Subsidiaries
including a statement of quarterly income and a balance sheet of the Customer
and its Subsidiaries, certified by an authorized officer of the Customer and its
Subsidiaries, as applicable;

     

    (b)           as
soon as available and in any event within 120 days after the Customer’s
fiscal year end, the Customer’s and each Subsidiary’s audited financial
statements prepared by an independent certified public accountant acceptable
to WFBC, which shall include the Customer’s and each Subsidiary’s
balance sheet, income statement, and statement of retained earnings, prepared,
if requested by WFBC, on a consolidated and consolidating basis to include the
Customer’s Affiliates;

     

    (c)           within
45 days after the end of each quarter, the Customer will deliver to WFBC a
certificate in form acceptable to WFBC in its reasonable discretion which is
signed by an officer of the Customer and shall include:  (i) a
compliance certificate regarding the occurrence of an Event of Termination and
(ii) a listing by Account Debtor of the outstanding Purchased Accounts of such
Account Debtor, as of the last day of such quarter, determined in accordance
with this Agreement and the instructions of WFBC;

     

    (d)           within
30 days after the end of each month, the Customer will deliver to WFBC a
detailed accounts receivable aging and a detailed accounts payable aging, each
as of the last day of such month and each in form acceptable to WFBC in its
reasonable discretion;

     

    (e)           promptly
upon discovery, written notice of any commercial tort claims brought by the
Customer against any Person with respect to a Purchased Account, any Related
Rights or any Collateral, including the name and address of each defendant, a
summary of the facts, an estimate of the Customer’s damages, copies of any
complaint or demand letter submitted by the Customer, and such other information
as WFBC may request; and

     

    (f)           such
other information documents, records or reports in respect of the Purchased
Accounts, the Related Rights, the Collateral or the condition or operations,
financial or otherwise, of the Customer or any of its Subsidiaries as WFBC may
from time to time reasonably request.

     

    6.08       Notification.  Prior
to purchasing any Account, WFBC may notify the Account Debtor owing such Account
of the assignment of all Accounts and instruct such Account Debtor to make
payment on all Accounts directly to WFBC.

     

    
      
        
           


        

        
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    6.09       Notation on
Invoices.  The Customer shall make a notation on each original
invoice (or the electronic equivalent of an invoice) or other such documentation
accepted by WFBC for each Account which indicates that such Account has been
sold, transferred and assigned to WFBC.  Such notation shall read as
follows or as otherwise agreed to by WFBC in writing:

     

    This
invoice has been sold, transferred and assigned to

    and is
payable to:

    WELLS
FARGO BUSINESS CREDIT

    Dept.
1494

    Denver,
Colorado  80291-1494

    For
information call 303/964-7400

    


    Wire
Instructions:

    WELLS
FARGO BANK, N.A.

    San
Francisco, CA

    ABA#
121000248

    Beneficiary:  Wells
Fargo Business Credit

    Acct#
6355033300

     

    In
addition, the Customer shall make a notation, in form and substance acceptable
to WFBC in its sole discretion, on any other form of documentation accepted by
WFBC for each Account and all Related Rights which indicates that such Account
and Related Rights have been sold, transferred and assigned to
WFBC.  In the event any invoice (or the electronic equivalent of an
invoice) or other form of documentation is sent or transmitted to any Account
Debtor without the notation required hereunder, a fee equal to two and one half
of one percent (2.50%) of the face amount of the related Account shall be
immediately due and payable to WFBC.

     

    6.10       Directions to Account
Debtors.  On or prior to the date hereof, the Customer shall have
given written directions to each Account Debtor to remit all amounts due in
respect of any Account to the address and the wiring instructions set forth in
Section 6.08.  All items deposited in the deposit account set forth in
Section 6.08 shall be subject to final payment.  If any such item is
returned uncollected, the Customer agrees to pay WFBC on demand the amount of
that item.  The Customer agrees to take any action reasonably requested by
WFBC to facilitate the foregoing.

     

    6.11       No
Interference.  The Customer will not under any circumstances or
in any manner whatsoever, interfere with any of WFBC’s rights under this
Agreement.

     

    6.12       No Sale or
Assignment.  For the duration of this Agreement and for any
period thereafter as long as any obligation to repurchase or indebtedness
whatsoever remains owing by the Customer to WFBC, the Customer will not sell,
transfer or assign Accounts or any Related Rights to any party other than
WFBC.

     

    
      
        
           


        

        
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    6.13       Permitted Liens.  The
Customer shall not create, incur or suffer to exist any Lien upon any of
its assets, now owned or later acquired, as security for any indebtedness, with
the exception of the following (each a “Permitted Lien”; collectively,
“Permitted Liens”):  (a) in the case of real property, covenants,
restrictions, rights, easements and minor irregularities in title which do not
materially interfere with the Customer’s business or operations as presently
conducted; (b) Liens in existence on the date of this Agreement that are
described in Exhibit C; (c) the Liens created by this Agreement
or any Related Document; and (d) purchase money Liens relating to the
acquisition of equipment not exceeding the lesser of cost or fair market value
and so long as no Event of Termination has occurred and is then in
existence and none would exist immediately after such acquisition.

     

    6.14       No Modification of
Invoices.  Without the prior written consent of WFBC, the
Customer will not change or modify the terms of the original invoice or
agreement with any Account Debtor or the order of payment on Accounts sold to
WFBC.

     

    6.15       Material
Disputes.  The Customer will promptly (but in any event within
three Business Days of obtaining knowledge thereof) notify WFBC of (a) any
material dispute between the Customer and an Account Debtor in which $50,000 or
more is in dispute, (b) the return or returns by an Account Debtor or its
Affiliates to the Customer of any product with a fair market value of $50,000 or
more in the aggregate at any one time or (c) any material claim, loss or offset
of any kind against the Customer or WFBC in excess of $50,000 asserted by an
Account Debtor owing a Purchased Account.

     

    6.16       Insurance.  The
Customer will maintain such insurance covering the Customer’s business or the
property of the Account Debtors as is customary and adequate for businesses
similar to the business of the Customer in an amount as is sufficient to
compensate for reasonably foreseeable loss, and promptly pay all premiums with
respect to the policies covering such insurance.  Further, the
Customer will have WFBC named as lender loss payee for such
insurance.

     

    6.17       Chief Executive Office; Location of
Books and Records.  The Customer will notify WFBC in writing
prior to any change in the location of any of its places of business, including
the location of the Customer’s inventory or, if the Customer has or intends to
acquire any additional place of business.  The Customer will not
change its chief executive office or the office or offices where the Customer’s
books and records concerning Purchased Accounts and the Related Rights are kept
without thirty (30) days’ prior written notice to WFBC.  The Customer
will not remove any Collateral from the jurisdictions in which the Collateral is
located on the date of this Agreement without the prior written consent of
WFBC.

     

    6.18       Notification of Changes; Additional
Trade Names; Dissolution.  The Customer will notify WFBC in
writing at least thirty (30) days prior to any (a) proposed change of the
Customer’s legal name, jurisdiction of incorporation, identity, legal entity, or
corporate structure, (b) business dissolution, or (c) use of any additional
trade name; provided that the Customer shall change its legal name to Insurance
Overload Services Inc. on or before August 30, 2010.  The Customer
will notify WFBC in writing within five (5) Business Days after an officer of
the Customer or any Subsidiary becomes the direct or indirect owner of twenty
five percent (25%) or more of the equity interests in the Customer.

     

    6.19       Notification of Legal
Proceedings.  No later than three days after discovery, the Customer
will notify WFBC in writing of (a) any litigation or other proceeding
before any court or governmental agency which seeks a monetary recovery against
the Customer in excess of $100,000 or (b) any Insolvency
Proceeding against the Customer.

     

    
      
        
           


        

        
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    6.20       USA PATRIOT
Act.  The Customer will (i) ensure, and cause each Subsidiary
to ensure, that no equity owner shall be listed on the Specially Designated
Nationals and Blocked Person List or other similar lists maintained by the
Office of Foreign Assets Control, the Department of the Treasury or included in
any Executive Orders, (ii) not use or permit the use of the proceeds of this
Agreement or any other financial accommodation from WFBC to violate any of the
foreign asset control regulations of the Office of Foreign Assets Control or
other applicable law, (iii) comply, and cause each Subsidiary to comply, with
all applicable Bank Secrecy Act laws and regulations, as amended from time to
time, and (iv) otherwise comply with the USA PATRIOT Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) as required by federal law and WFBC’s
policies and practices.

     

    6.21       Control Agreements. 
Within thirty (30) days after the Customer opens a deposit account at a
depositary bank other than Wells Fargo Banks, N.A., the Customer shall, pursuant
to an agreement in form and substance reasonably satisfactory to WFBC, cause the
depositary bank to comply with instructions from WFBC to such depositary bank
during the continuation of an Event of Termination directing the disposition of
funds from time to time credited to such deposit account, without further
consent of the Customer.

     

    Article
7.

    Security
Interest

     

    7.01       Security
Interest/Collateral.  As further inducement for WFBC to enter
into this Agreement, the Customer hereby pledges, assigns and grants to WFBC a
Lien and security interest in the Collateral as security for the payment and
performance of any and all obligations and liabilities whatsoever of the
Customer to WFBC under this Agreement or any Related
Document.  Following request by WFBC, the Customer shall grant WFBC a
Lien and security interest in all Collateral consisting of commercial tort
claims that it may have against any Person.

     

    7.02       Security
Documents.  The Customer authorizes WFBC, at the Customer’s
expense, to file financing statements describing the Purchased Accounts, the
Related Rights and the Collateral to perfect WFBC’s Lien in the Purchased
Accounts, the Related Rights and the Collateral, and WFBC may describe the
Collateral as “all personal property” or “all assets” or describe specific items
of Collateral including commercial tort claims, as WFBC may consider necessary
or useful to perfect WFBC’s Lien in the Purchased Accounts, the Related Rights
and the Collateral.  All financing statements filed before the date of
this Agreement to perfect such Lien were authorized by the
Customer.  Following the Final Termination Date, WFBC will, at the
Customer’s expense and within the time periods required under applicable law,
release or terminate any and all filings or other agreements that perfect its
Liens in the Purchased Accounts, the Related Rights and the
Collateral.

     

    
      
        
           


        

        
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    Article
8.

    Operational
Provisions

     

    8.01       Power of Attorney. In order to carry out
this Agreement, the Customer irrevocably appoints WFBC, its successors and each
assignee, and any Person designated by WFBC, its successors or such assignees
(which appointment is coupled with an interest) as its attorney in fact, with
right of substitution, to:

     

    (a)           in
order to evidence or protect WFBC’s interest in the Purchased Accounts, the
Related Rights and the Collateral, execute and file, in the Customer’s name and
on the Customer’s behalf, such recording, financing or similar statements
(including any amendments, renewals and continuation statements) under
applicable laws in such jurisdictions where it may be necessary to validate,
perfect or protect WFBC’s interest in any of the Purchased Accounts, the Related
Rights and the Collateral;

     

    (b)           strike
through the Customer’s remittance information on all invoices delivered to
Account Debtors and note WFBC’s remittance information on all
invoices;

     

    (c)           receive,
open, read and thereafter forward to the Customer as appropriate all mail
addressed to the Customer (including any trade name of the Customer) sent to
WFBC’s address; provided that any payments received shall be processed in
accordance with this Agreement;

     

    (d)           in
WFBC’s name or in the Customer’s name, as the Customer’s agent and
attorney-in-fact, notify the United States Postal Service to change the address
for delivery of the Customer’s mail to any address designated by WFBC, otherwise
intercept the Customer’s mail, and receive, open and dispose of the Customer’s
mail, applying all proceeds of Purchased Accounts, Related Rights and Collateral
as permitted under this Agreement and holding all other mail for the Customer’s
account or forwarding such mail to the Customer’s last known
address;

     

    (e)           at
the expense of the Customer, notify, or cause the Customer to notify, any
Account Debtor or other Person obligated to pay a Purchased Account that such
right to payment has been sold, transferred and assigned to WFBC and instruct,
or cause the Customer to instruct, any Account Debtor or other Person to (i)
make and remit payments due under the Accounts and any Related Rights directly
to the address or wiring instructions set forth in Section 6.08 or (ii) deliver
payments due under the Accounts and any Related Rights to WFBC by wire transfer,
ACH, or other means as WFBC may direct, in each case for deposit to the
Collected Reserve Account or for direct application to the amounts due and owing
to WFBC;

     

    (f)           at
any time after the Customer or WFBC gives notice as set forth in
Section 8.01(e) to an Account Debtor or other obligor and with or without
notice to the Customer, in WFBC’s name or in the Customer’s name, (a) demand,
sue for, file any claims or take any action or institute any proceedings for,
collect, give releases for or receive any money or property at any time payable
or receivable on account of or securing, any such right to payment, or (b) grant
any extension to, make any compromise or settlement with or otherwise agree to
waive, modify, amend or change the obligations (including collateral
obligations) of any such Account Debtor or other obligor;

     

    
      
        
           


        

        
          23

          
            

          

        

        
           


        

      

    

     

    (g)          endorse
the name of the Customer or the Customer’s trade names on any checks or other
evidences of payment that may come into the possession of WFBC with respect to
any Purchased Account, or on any other documents relating to any of the
Purchased Accounts, the Related Rights or the Collateral;

     

    (h)   
      process any payments received directly by
WFBC on a Purchased Account or any Related Rights either by delivery to the
address or wiring instructions set forth in Section 6.08 if WFBC so directs or
by direct collection and subsequent crediting of the Collected Reserve Account,
and individually deliver any other payment for the benefit of the Customer
directly to the Customer in the form received in accordance with this
Agreement;

     

    (i)           compromise,
prosecute, or defend any action, claim or proceeding as to any Purchased
Account, any Related Right or any Collateral;

     

    (j)           upon
the occurrence and during the continuation of an Event of Termination, offer a trade discount
to any Account Debtor exclusive of the Customer’s normal business custom with
such Account Debtor;

     

    (k)          initiate
electronic debit or credit entries through the ACH system to or from any deposit
account maintained by the Customer in which proceeds of the Collateral are
deposited;

     

    (l)           sign
the Customer’s name on any notice of assignment or on any notices to Account
Debtors;

     

    (m)         take
any other actions WFBC deems necessary or advisable to collect, endorse,
negotiate or otherwise realize on the Purchased Accounts, the Related Rights,
the Collateral or any part thereof, any negotiable instrument, or other right of
any kind, held or owned by the Customer and sold, transferred, assigned or
delivered to or received by WFBC as payment on account or otherwise in respect
of any of the Purchased Accounts, the Related Rights or the Collateral;
and

     

    (n)          take
any and all actions required (as determined by WFBC in its sole discretion) to
enforce WFBC’s rights and remedies hereunder or under any Related Document and
to otherwise carry out the purposes of this Agreement or any Related Document,
including exercising any of the remedies set forth in this Agreement or any
Related Document.

     

    The
authority granted to WFBC under this Section 8.01 shall remain in full force and
effect until the payment in full of all amounts due and owing to WFBC, the
satisfaction of all obligations of the Customer to WFBC hereunder and under each
Related Document and termination of all obligations of WFBC hereunder and under
each Related Document.  WFBC’s performance of such actions shall be
taken or not taken in its sole discretion and shall not relieve the Customer
from any obligation or cure any default under this Agreement or any Related
Document.  The powers of attorney described in this Section 8.01 are
coupled with an interest and are irrevocable, shall survive the Customer’s
dissolution and shall not be affected by the Customer’s insolvency or bankruptcy
in any manner.

     

    
      
        
           


        

        
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    8.02       Certifications.  The
Secretary or Assistant Secretary of the Customer shall certify to WFBC the names
and signatures of the persons who, on the date hereof, are duly elected,
qualified and acting as the officers or agents referred to in the resolutions
adopted by the Customer with respect to this Agreement, and the Secretary or
Assistant Secretary shall from time to time hereafter, upon a change in the
facts so certified, certify to WFBC the names and signatures of the persons then
authorized to sign or to act within three Business Days after any such
change.  WFBC shall be fully protected in relying on such certificates and
on the obligation of the Secretary or Assistant Secretary of the Customer to
certify to WFBC any change in any facts so certified.  At all times, there
shall be at least two officers or agents authorized to sign or to act under this
Agreement and the Related Documents on behalf of the Customer, and the Customer
shall have delivered to WFBC certificates containing the names and true
signatures of each such agent and officer, on which certificates WFBC shall be
entitled to conclusively rely.

     

    8.03       License.  The
Customer hereby grants to WFBC a non exclusive, worldwide and royalty free
license to use or otherwise exploit all intellectual property rights of the
Customer (whether owned or licensed) for the purpose of collecting the Purchased
Accounts and selling, leasing or otherwise disposing of any or all Related
Rights and Collateral during the existence of an Event of
Termination.

     

    8.04       Reports.  In the
event the Customer requests information from WFBC regarding the Customer’s
account hereunder, such requests shall be subject to the schedule of fees
provided by WFBC which schedule may be adjusted by WFBC from time to time in its
discretion.  Any billing statement, aging or other accounting or
report provided by WFBC to the Customer (a) shall be presumed correct unless
proven otherwise by the Customer and (b) shall be conclusive and binding unless
the Customer notifies Wells Fargo, within 30 days of receipt thereof in a
detailed written notice, of its intention to dispute a billing statement, aging
or other accounting or report.

     

    8.05       Account
Verification.  WFBC or its agent may, at any time and from time
to time, send or require the Customer to send requests for verification of
Purchased Accounts (including amounts owed to the Customer) to Account Debtors
and other obligors or, so long as an Event of Termination has occurred and is
continuing, notices of assignment to Account Debtors and other
obligors.

     

    8.06       Books and Records; Collateral
Examination; Inspection; Premises.  The Customer shall hold the
Records in trust for WFBC and keep complete and accurate books and records with
respect to the Purchased Accounts, the Related Rights and the Collateral and the
Customer’s business and financial condition and any other matters that WFBC may
request, in accordance with generally accepted accounting
principles.  The Customer shall permit any employee, attorney,
accountant or other agent of WFBC to examine and inspect the Related Rights and
the Collateral and any property of the Customer related to the Purchased
Accounts, the Related Rights or the Collateral and to audit, review, make
extracts from and copy any of its books and records (a) at any time during
ordinary business hours as long as no Event of Termination has occurred and is
continuing and (b) at any time during the continuation of an Event of
Termination, and to discuss the Customer’s affairs with any of its directors,
managers, officers, employees, owners or agents.  The Customer
authorizes all accountants and other Persons acting as its agent to disclose and
deliver to WFBC’s employees, accountants, attorneys and other Persons acting as
its agent (each of whom , as a Wells Receiver, is subject to the terms of
Section 11.17), at the Customer’s expense, all financial information, books and
records, work papers, management reports and other information in their
possession regarding the Customer.  If WFBC occupies or uses the
premises of the Customer hereunder, WFBC shall not be obligated to pay or
account for any rent or other compensation for such occupancy or use;
provided, however, that if WFBC does pay or account for any rent or other
compensation for such occupancy or use, the Customer shall reimburse WFBC
on demand for the full amount thereof.

     

    
      
        
           


        

        
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    8.07       Duty of Care and Related
Matters.  WFBC’s duty of care with respect to any Purchased
Accounts, Related Rights or Collateral in its possession (as imposed by law)
will be deemed fulfilled if it exercises reasonable care in physically keeping
such Purchased Accounts, Related Rights, or Collateral or in the case of Related
Rights and Collateral in the custody or possession of a bailee or other third
Person, exercises reasonable care in the selection of the bailee or third
Person, and WFBC need not otherwise preserve, protect, insure or care for such
Purchased Accounts, Related Rights or Collateral.  WFBC shall not be
obligated to preserve rights the Customer may have against prior parties, to
liquidate the Purchased Accounts, the Related Rights and the Collateral at all
or in any particular manner or order or apply the proceeds of the Purchased
Accounts, the Related Rights and the Collateral in any particular order of
application.  WFBC has no obligation to clean up or prepare Collateral
for sale.  The Customer waives any right it may have to require WFBC
to pursue any third Person for any amounts payable to WFBC by the
Customer.

     

    8.08       Notice of Assignment to Account
Debtor.  The Customer shall label its records in a manner
reasonably acceptable to give proper notice of the sale, transfer and assignment
of the Purchased Accounts and Related Rights to WFBC.  Nothing in this
Section 8.08 shall however require the Customer, nor permit WFBC, to deliver
notice of the sale, transfer or assignment of a Purchased Account and the
Related Rights with respect thereto to the applicable Account Debtor unless an
Event of Termination has occurred and is continuing.  Except as
otherwise permitted hereunder or under any Related Document, WFBC shall not
reveal any sale, transfer and assignment of a Purchased Account or the Related
Rights with respect thereto to the applicable Account Debtor without the
Customer’s consent, unless an Event of Termination has occurred and is
continuing, or, after notice to the Customer, in order to comply with applicable
law.

     

    Article
9.

    Events
of Termination

     

    9.01       Events of
Termination.  Any one or more of the following shall be an
Event of Termination hereunder (each, an “Event of Termination”):

     

    (a)           The
Customer shall fail to pay any indebtedness to WFBC when due or repurchase any
Purchased Account when required hereunder.

     

    (b)           The
Customer shall breach any term, provision, promise or covenant under this
Agreement, any Related Document or under any other agreements or contracts,
between the Customer and WFBC.

     

    (c)           Any
representation, warranty, certification or statement made, or deemed made by the
Customer in, or pursuant to, this Agreement, any Related Document or any other
agreements or contracts, between the Customer and WFBC proves to have been
incorrect or misleading in any material respect when made or deemed
made.

     

    
      
        
           


        

        
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    (d)          The
Customer shall become insolvent or unable to pay debts as they mature; the
Customer shall make a general assignment for the benefit of creditors or
voluntarily commence any Insolvency Proceeding affecting the Customer; any
involuntary Insolvency Proceeding shall be filed against the Customer and is not
dismissed within sixty (60) days; or any proceeding shall be instituted seeking
the entry of an order for relief by the appointment of a receiver, trustee,
custodian or similar official for the Customer or a substantial part of its
property.

     

    (e)           The
Customer shall create, incur or suffer to exist any Lien upon any Purchased
Account, Related Rights or Collateral (other than a Permitted Lien) or any
levies, attachment, executions, or similar process shall be issued against any
Purchased Account, Related Rights or Collateral.

     

    (f)           Any
financial statements, profit and loss statements, or schedules, other
statements, information or documents furnished by the Customer to WFBC are
incorrect or misleading in any material respect.

     

    (g)          Any
document or other information submitted by the Customer to WFBC for the purchase
of an Account is fraudulent or erroneous, or the Customer fails to submit any
document or other information required by WFBC under this Agreement for the
purchase of an Account.

     

    (h)          Any
Account Debtor shall assert a claim or offset of any kind against the Customer
or WFBC which may have a material adverse impact on payment of any Purchased
Account or on any Related Rights.

     

    (i)           A
Change of Control shall occur.

     

    (j)           An
Event of Termination (as defined in the applicable Account Purchase Agreement
between WFBC and any Affiliate of the Customer) shall occur and be continuing
under any Account Purchase Agreement between WFBC and any Affiliate of the
Customer.

     

    (k)           Any
Guarantor of the Customer’s obligations hereunder is in default under its
Guaranty or any Guarantor withdraws, disaffirms or revokes its
Guaranty.

     

    (l)           (i)
The Customer, directly or indirectly, disaffirms or contests in writing the
validity or enforceability of this Agreement or any Related Document or (ii)
this Agreement or any Related Document fails to be the enforceable obligation of
the Customer.

     

    (m)         One
or more judgments or decrees shall be entered against the Customer involving in
the aggregate at any time a liability (net of any insurance or indemnity
payments actually received in respect thereof prior to or within sixty (60) days
from the entry thereof, or to be received in respect thereof in the event any
appeal thereof shall be unsuccessful) equal to or in excess of $250,000 and all
such judgments or decrees shall not have been vacated, discharged, stayed or
bonded pending appeal within sixty (60) days from the entry
thereof.

     

    
      
        
           


        

        
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    (n)           (i)
Any Person shall engage in any “prohibited transaction” (as defined in
Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii)
any “accumulated funding deficiency” (as defined in Section 302 of ERISA),
whether or not waived, shall exist with respect to any Plan or any Lien in favor
of the PBGC or a Plan shall arise on the assets of the Customer or any
Subsidiary, (iii) a Reportable Event shall occur with respect to, or proceedings
shall commence to have a trustee appointed, or a trustee shall be appointed, to
administer or to terminate, any Single Employer Plan, which Reportable Event or
commencement of proceedings or appointment of a trustee is reasonably likely to
result in the termination of such Plan for purposes of Title IV of ERISA (other
than a standard termination pursuant to Section 4041(b) of ERISA), (iv) any
Single Employer Plan shall terminate for purposes of Title IV of ERISA (other
than a standard termination pursuant to Section 4041(b) of ERISA), (v) any of
the Customer or any Subsidiary shall, or is reasonably likely to, incur any
liability in connection with a withdrawal from, or the Insolvency or
Reorganization of, a Multiemployer Plan, (vi) the occurrence or expected
occurrence of any event or condition which results or is reasonably likely to
result in any of the Customer’s or any Subsidiary’s becoming responsible for any
liability in respect of a Former Plan (other than a standard termination
pursuant to Section 4041(b) of ERISA), or (vii) any other event or condition
shall occur or exist with respect to a Plan; and in each case in clauses (i)
through (vii) above, such event or condition, together with all other such
events or conditions, if any, would be reasonably expected to result in
liability which would have a Material Adverse Effect.

     

    Article
10.

    Remedies

     

    10.01     Remedies.  Upon the
occurrence of an Event of Termination, WFBC may do any one or more of the
following:

     

    (a)           Accelerate
and declare immediately due and payable, and charge back, all indebtedness of
the Customer to WFBC, whether mature, contingent or otherwise, whereupon all
such amounts shall become and be forthwith due and payable, without presentment,
notice of dishonor, protest or further notice of any kind, all of which the
Customer hereby expressly waives.

     

    (b)           Require
the Customer to repurchase any and all Purchased Accounts, including the Related
Rights with respect thereto, whether disputed or undisputed, and to pay on
demand the Repurchase Price for those Purchased Accounts, including such Related
Rights, as provided herein, and, in the event the Repurchase Price is not paid
in full on demand, WFBC or its designee may collect such Purchased Accounts and
charge a reasonable fee in connection with such collection activities in
addition to any other fees or charges provided for herein.

     

    (c)           Cease
purchasing any Account under this Agreement.

     

    (d)           Notify,
or cause the Customer to notify, any Account Debtor or other Person obligated to
pay a Purchased Account that such right to payment has been sold, transferred
and assigned to WFBC and instruct, or cause the Customer to instruct, any
Account Debtor or other Person to (i) make and remit payments due under the
Purchased Accounts and any Related Rights directly to the address or wiring
instructions set forth in Section 6.08 or (ii) deliver payments due under the
Purchased Accounts and any Related Rights to WFBC by wire transfer, ACH, or
other means as WFBC may direct, in each case for deposit to the Collected
Reserve Account or for direct application to the amounts due and owing to
WFBC.

     

    
      
        
           


        

        
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    (e)          Take
possession of any Related Rights or Collateral, with or without judicial
process.

     

    (f)           Settle
any disputed Purchased Account directly with the Account Debtor for any amount
without relieving the Customer of its obligations with respect to such Purchased
Account under this Agreement, grant extensions and compromise claims, all
without prior notice to, or consent of, the Customer.

     

    (g)          Require
the Customer to assemble the Related Rights and the Collateral and make them
available to WFBC at a place designated by WFBC.

     

    (h)          Enter
and take non-exclusive possession of the Customer’s premises, take possession of
the Related Rights and Collateral, and use such premises (at no cost to WFBC)
only to hold, process, sell, use, store, liquidate, realize upon or otherwise
dispose of items that are Purchased Accounts, Related Rights or Collateral and
for other purposes that WFBC may in good faith deem to be related or incidental
purposes.

     

    (i)           Use,
solely in connection with any assembly, disposition or collection of the
Purchased Accounts, the Related Rights or the Collateral, any trademark, trade
name, trade style, copyright, patent right or technical process used or utilized
by the Customer in generating such Purchased Accounts or with respect to such
Related Rights or Collateral.

     

    (j)           Initiate
electronic credit or debit entries through the ACH system to and from any
deposit account maintained by the Customer wherever located.

     

    (k)          Collect
from the Customer all amounts due and owing to WFBC in connection with this
Agreement or any Related Document.

     

    (l)           Hold
the Customer liable for any deficiency for any amounts due and owing to
WFBC.

     

    (m)         Cease
making reports or accountings to the Customer as otherwise required by this
Agreement.

     

    (n)       
  Exercise and enforce any and all rights and remedies available upon
default to a secured party under the Uniform Commercial Code, including the
right to take possession of the Purchased Accounts, the Related Rights and the
Collateral, or any evidence thereof, proceeding without judicial process or by
judicial process (without a prior hearing or notice thereof, which the Customer
hereby expressly waives) and the right to sell, lease or otherwise dispose of
any or all of the Purchased Accounts, Related Rights and Collateral (with or
without giving any warranties as to the Purchased Accounts, Related Rights or
Collateral, title to the Purchased Accounts, Related Rights or Collateral or
similar warranties).

     

    
      
        
           


        

        
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    (o)          Require
the Customer to hold all proceeds of Collateral separate and apart from its
general funds in a segregated trust account for the benefit of WFBC, to invest
all such proceeds so held as directed by WFBC and to remit such amounts so held
together with any interest thereon as directed by WFBC.

     

    (p)          Without
regard to any waste, adequacy of the security or solvency of the Customer, apply
for the appointment of a receiver of the Collateral, to which appointment the
Customer hereby consents, whether or not foreclosure proceedings have been
commenced and whether or not a foreclosure sale has occurred.

     

    (q)          Exercise
any other rights and remedies available to the Customer with respect to the
Purchased Accounts, the Related Rights or the Collateral.

     

    (r)           Exercise
any other rights and remedies available to it by law or agreement.

     

    Notwithstanding
the foregoing, upon the occurrence of an Event of Termination described in
Section 9.01(d), amounts payable by the Customer to WFBC shall be immediately
due and payable automatically without presentment, demand, protest or notice of
any kind.

     

    10.02     Sale of
Collateral.  During the continuation of an Event of
Termination, if WFBC sells any of the Collateral on credit, the amounts payable
to WFBC hereunder will be reduced only to the extent of payments actually
received.  If the purchaser fails to pay for any Collateral, WFBC may
resell such Collateral and shall apply any proceeds actually received to the
amounts payable by the Customer to WFBC.

     

    10.03     Certain
Notices.  During the continuation of an Event of Termination,
if notice to the Customer of any intended disposition of Purchased Accounts,
Related Rights or Collateral or any other intended action is required by law in
a particular instance, such notice shall be deemed commercially reasonable if
given (in the manner specified in Section 11.18) at least ten calendar days
before the date of intended disposition or other action.

     

    Article
11.

    Miscellaneous
Provisions

     

    11.01     Binding on Future
Parties.  This Agreement inures to the benefit of and is
binding upon the successors and assigns of the parties hereto; provided,
however, that the Customer shall not assign its rights hereunder or any interest
herein without WFBC’s prior written consent which may be withheld in its sole
discretion.

     

    11.02     Participations.  WFBC
may sell to one or more Persons (each a “Participant”) participating interests
in the interests of WFBC hereunder.  WFBC shall remain solely
responsible for performing its obligations hereunder, and the Customer shall
continue to deal solely and directly with WFBC in connection with WFBC’s rights
and obligations hereunder.  Each Participant shall be entitled to the
benefits of Section 11.07 and shall have the right of setoff through its
participation in amounts owing hereunder to the same extent as if it were
WFBC.  If any Participant has the right to deal directly with the
Customer regarding the Customer’s rights and obligations hereunder, the Customer
may terminate this Agreement with thirty (30) days prior written notice to
WFBC.

     

    
      
        
           


        

        
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    11.03     Cumulative
Rights.  No failure or delay by WFBC in exercising any right,
power or remedy under this Agreement, any Related Document or any Related Right
shall operate as a waiver thereof; nor shall any single or partial exercise of
any such right, power or remedy preclude any other or further exercise thereof
or the exercise of any other right, power or remedy under this Agreement, any
Related Document or any Related Right.  The remedies provided herein
are cumulative and not exclusive of any remedies provided by law.

     

    11.04     Setoff.  WFBC may,
at any time and from time to time, in its sole discretion and without demand or
notice to anyone, setoff any liability owed to the Customer by WFBC against any
amounts payable to WFBC by the Customer, whether or not due; provided that WFBC
will make commercially reasonable efforts to notify the Customer after such
setoff, unless such setoff is made (a) against the Collected Reserve Account or
otherwise in WFBC’s normal course of business consistent with past practices or
(b) during the continuation of an Event of Termination; provided, further, that
WFBC’s failure to so notify the Customer shall not be a breach of this
Agreement.

     

    11.05     Waiver.  WFBC may
not waive its rights and remedies unless the waiver is in writing and signed by
WFBC.  A waiver by WFBC of a right or remedy under this Agreement on
one occasion is not a waiver of the right or remedy on any subsequent
occasion.

     

    11.06     Failure to
Perform.  If the Customer fails to perform any of its
agreements or obligations hereunder or under any Related Document or any Related
Right, WFBC may (but will not be required to) itself perform, or cause to be
performed, such agreement or obligation.

     

    11.07     Indemnity.

     

    (a)           In
addition to the payment of expenses pursuant to Section 11.19, the Customer
shall indemnify, defend and hold harmless WFBC, and any of its participants,
parent entities, subsidiary entities, affiliated entities, successor entities,
and all present and future officers, directors, employees, attorneys and agents
of the foregoing (the “Indemnitees”) from and against any and all liabilities,
losses, damages, penalties, judgments, suits, claims, costs and expenses of any
kind or nature whatsoever (including the reasonable fees and disbursements of
counsel) arising out of or otherwise relating to this Agreement, any Related
Document, the transactions contemplated hereby and thereby, any Purchased
Account, any Related Rights, any Collateral, any action taken or omitted by any
of the Indemnitees, any actions to be performed by the Customer hereunder or
otherwise, or in connection with any of the foregoing, any investigative,
administrative or judicial proceedings, whether or not such Indemnitee shall be
designated a party thereto, which may be imposed on, incurred by or asserted
against any such Indemnitee, the purchase of Accounts, the use or intended use
of the proceeds of the payments made to the Customer, or any of the following
(collectively, “Indemnified Liabilities”):

     

    (i)           any
representation or warranty made or deemed to be made by the Customer (or any of
the Customer’s officers) in or in connection with this Agreement or any Related
Document, which was incorrect in any material respect when made or deemed made
or delivered;

     

    
      
        
           


        

        
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    (ii)          the
failure of the Customer to perform or observe any of its covenants, duties or
obligations hereunder or under any of the Related Documents;

     

    (iii)         the
failure by the Customer to comply with any applicable law, rule, regulation,
order, injunction, award or decree with respect to any Purchased Account or
Related Rights, including any applicable bulk sales legislation, or the
nonconformity thereof with any applicable law, rule, regulation, order,
injunction, award or decree;

     

    (iv)        
the return or transfer by WFBC to the Customer of any payments received by WFBC
pursuant hereto to which WFBC is entitled pursuant to the terms of this
Agreement;

     

    (v)          any
loss of a perfected Lien or ownership interest (or in the priority of such Lien
or ownership interest) as a result of any commingling by the Customer of funds
to which WFBC is entitled hereunder with any other funds;

     

    (vi)       
any dilution, claims, disputes, damages, offsets, penalties, losses or defenses
arising from any Purchased Account or Related Rights or any claims, disputes,
offsets or defenses in connection with any merchandise or services which are the
subject of the Related Rights, including any product liability claim or personal
injury or property damage suit (provided, however, that nothing contained in
this subsection shall limit the liability of the Customer or limit the recourse
of WFBC to the Customer for any amounts otherwise specifically provided to be
paid by the Customer hereunder);

     

    (vii)       any
failure of (a) any agreement with an Account Debtor to contain an enforceable
right of assignment and an express right to make information of such Account
Debtor available to the Customer’s assignees and their agents; and (b) the
Customer to bring such rights to the attention of the related Account Debtor in
compliance with applicable law; and

     

    (viii)      any
claims, demands, expenses, loss or damage resulting from or growing out of
honoring or relying on the signature or other authority (whether or not properly
used) of any officer or person whose name and signature was certified pursuant
to Section 8.02, or refusing to honor any signature or authority not so
certified.

     

    Notwithstanding
the foregoing, the Customer shall not be obligated to indemnify any Indemnitee
for (A) any Indemnified Liability caused directly by the gross negligence or
willful misconduct of such Indemnitee or (B) any overall net income taxes
imposed on such Indemnitee by the jurisdiction under the law of which such
Indemnitee is organized or otherwise considered doing business or any political
subdivision thereof.

     

    (b)           If
any investigative, judicial or administrative proceeding arising from any of the
foregoing is brought against any Indemnitee, upon such Indemnitee’s request, the
Customer and counsel, designated by the Customer and satisfactory to the
Indemnitee, will resist and defend such action, suit or proceeding to the extent
and in the manner directed by the Indemnitee, at the Customer’s cost and
expense.  Each Indemnitee will use commercially reasonable efforts to
cooperate in the defense of any such action, suit or proceeding.  If
the foregoing undertaking to indemnify, defend and hold harmless may be held to
be unenforceable because it violates any law or public policy, the Customer
shall nevertheless make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable
law.

     

    
      
        
           


        

        
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    (c)           The
obligations of the Customer under this Section 11.07 shall survive the
termination of this Agreement and the discharge of the other obligations of the
Customer hereunder.

     

    11.08     Increased Cost and Reduced
Return.  After the date of this Agreement, if the adoption of
any applicable law, rule or regulation, or any change therein, or any change in
the interpretation or administration thereof by any governmental authority
charged with the interpretation or administration thereof, or compliance by WFBC
with any request or directive (whether or not having the force of law) of any
such governmental authority (a) subjects WFBC to any charge or withholding on or
in connection with this Agreement or any Related Document or any Purchased
Account, (b) changes the basis of taxation of payments to WFBC in respect of any
amounts payable under this Agreement or any Related Document (except for changes
in the rate of tax on the overall net income before tax of WFBC), (c) imposes,
modifies or deems applicable any reserve, assessment, insurance charge, special
deposit or similar requirement against assets of, deposits with or for the
account of, or any credit extended by WFBC, (d) has the effect of reducing the
rate of return on WFBC’s capital to a level below that which WFBC could have
achieved but for such adoption, change or compliance (taking into consideration
WFBC’s policies concerning capital adequacy) or (e) imposes any other condition,
and the result of any of the foregoing is (x) to impose a cost on, or increase
the cost to WFBC of its purchasing, maintaining or funding any interest acquired
under this Agreement or any Related Document, (y) to reduce the amount of any
sum received or receivable by, or to reduce the rate of return of WFBC under
this Agreement or any related transaction document or (z) to require any payment
calculated by reference to the amounts received by it hereunder, then, upon
demand by WFBC, the Customer shall pay to WFBC (with respect to amounts owed to
it) such additional amounts as will compensate WFBC for such increased cost or
reduction.

     

    11.09     Choice of Law.  This
Agreement shall be governed by and construed in accordance with the substantive
laws (other than conflict laws) of the State of Colorado.

     

    11.10     Invalid
Provisions.  Any provision of this Agreement which is
prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof.

     

    11.11     Entire
Agreement.  This Agreement, including all Exhibits hereto,
together with the Related Documents, or any other document or agreement
described in or related to this Agreement, comprises the complete and integrated
agreement of the parties on the subject matter of this Agreement and supersedes
all prior agreements, whether oral or in writing.  All Exhibits hereto
are incorporated into this Agreement and made a part hereof.

     

    11.12     Amendment.  Except
as otherwise provided herein, any amendment, addendum or modification hereto
must be signed by both parties.

     

    
      
        
           


        

        
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    11.13     Further
Documents.  The Customer, at its expense, will from time to
time execute, deliver, endorse and authorize the filing of any instruments,
documents, conveyances, assignments, security agreements, financing statements,
control agreements and other agreements that WFBC may reasonably request in
order to secure, protect, perfect or enforce WFBC’s rights under this Agreement,
the Related Documents, the Related Rights or any other document or agreement
described in or related to this Agreement or its Lien in the Purchased Accounts,
Related Rights and Collateral (but any failure to request or assure that the
Customer executes, delivers, endorses or authorizes the filing of any such item
shall not affect or impair the validity, sufficiency or enforceability of this
Agreement, the Related Documents, the Related Rights or any other document or
agreement described in or related to this Agreement or WFBC’s Lien in the
Purchased Accounts, Related Rights and Collateral, regardless of whether any
such item was or was not executed, delivered or endorsed in a similar context or
on a prior occasion).

     

    11.14     Retention of
Records.  WFBC shall have no obligation to maintain electronic
records or retain any documents, schedules, invoices, agings, or other Records
delivered to WFBC by the Customer in connection with this Agreement or the
Related Documents or any other document or agreement described in or related to
this Agreement beyond the time periods set forth for retention of records in
WFBC’s internal policies.

     

    11.15     Effective.  This
Agreement shall become effective when it is executed and delivered by an
authorized officer of each party.  This Agreement may be executed in
counterparts and each counterpart shall constitute one and the same
original.  Manually executed counterparts of the signature pages of
this Agreement and any of its Exhibits may be delivered by the parties
electronically so long as transmitted pages are reproducible on paper medium
upon receipt.  Each party is duly authorized to print any executed
signature page so received and attach it to this Agreement or a relevant
Exhibit, as applicable, whereupon this Agreement or such Exhibit shall be deemed
to have been duly executed and delivered by the transmitting party and the paper
copy of this Agreement or such Exhibit assembled by the recipient with such
signature page attached shall be deemed an original for all purposes, absent
manifest error or bad faith.

     

    11.16  
  Data
Transmission.  WFBC assumes no responsibility for privacy or
security risks as a result of the method of data transmission selected by the
Customer.  WFBC only assumes responsibility for data transmitted from
the Customer once the data is received within WFBC’s internal
network.  WFBC assumes no responsibility for privacy or security data
transmitted from WFBC to the Customer once the data is dispensed from WFBC’s
internal network.

     

    


    
      
        
           


        

        
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    11.17     Confidential
Information.  WFBC covenants and agrees to hold this Agreement and
other nonpublic information regarding the Customer, its Affiliates, and their
respective businesses (collectively, “Confidential Information”) in confidence,
and agrees not to use and not to disclose any of the contents of, provide any
Person with copies of, or use for any purpose not related to the purchases made
hereunder, any Confidential Information other than disclosure to, granting
permission to use to, and discussion with (a) Wells Fargo & Co., any direct
or indirect Subsidiaries of Wells Fargo & Co. (including WFBC) or any
officers, directors, members, managers, employees or outside accountants,
auditors, attorneys or other agents of Wells Fargo & Co. or such
Subsidiaries (the “Wells Receivers”), (b) any prospective or actual assignees,
syndication parties or participants, (c) any rating agency of WFBC and (d)
governmental authorities with appropriate jurisdiction over WFBC; provided that
each such Person is informed of the confidential nature of the Confidential
Information, and has agreed to treat the Confidential Information as
confidential in accordance with terms and conditions no less protective than as
set forth in this Section.  Notwithstanding the above stated obligations,
no Person will be liable for disclosure or use of Confidential Information which
(i) was required by law, including pursuant to a subpoena or other legal
process, (ii) was in such Person’s possession or known to such Person prior to
receipt in connection with purchases made hereunder, (iii) is or becomes known
to the public (without breach of any obligations hereunder), (iv) is or becomes
available to such Person from a source, other than a Wells Receiver, which is
not known to such Person to be under an obligation of confidentiality to the
Customer; or (v) is independently developed by such Person without the use of
the Confidential Information.  Notwithstanding any provision hereof to the
contrary, WFBC covenants and agrees that it shall not use the name of the
Customer or any Affiliate of the Customer, or any trademarks, trade names or
service marks of the Customer or any Affiliate of the Customer, or quote the
opinion of any employee of the Customer or any Affiliate of the Customer, in any
advertising or marketing material (including press releases) without first
obtaining the prior written consent of an officer of the Customer or such
Affiliate, as applicable.

     

    11.18     Notices
Hereunder.  Except as otherwise expressly provided herein, all
notices, requests, demands and other communications provided for under this
Agreement and the Related Documents shall be in writing and shall be (a)
personally delivered, (b) sent by first class United States mail, (c) sent by
overnight courier of national reputation for which a receipt is available, (d)
transmitted by telecopy, or (e) sent as electronic mail, in each case delivered
or sent to the party to whom notice is being given to the business address,
telecopier number, or e-mail address set forth below next to its signature or,
as to each party, at such other business address, telecopier number, or e-mail
address as it may hereafter designate in writing to the other party pursuant to
the terms of this Section 11.18.  All such notices, requests, demands
and other communications shall be deemed to be an authenticated record
communicated or given on (w) the date received if personally delivered, (x) five
days after the date deposited in the mail if delivered by mail, (y) the date
delivered to the courier if delivered by overnight courier, or (z) the date of
transmission if sent by confirmed telecopy or e-mail.  All notices,
financial information, or other business records sent by any party to this
Agreement may be transmitted, sent, or otherwise communicated via such medium as
the sending party may deem appropriate and commercially reasonable; provided,
however, that the risk that the confidentiality or privacy of such notices,
financial information, or other business records sent by any party may be
compromised shall be borne exclusively by the Customer.

     

    11.19     Costs and
Expenses.  Except as is prohibited by law, the Customer agrees
to pay on demand all costs and expenses, including reasonable attorneys’ fees
(including in-house counsel), incurred by WFBC in connection with this
Agreement, any other Related Document, the Related Rights and the transactions
contemplated hereby and thereby, including all such costs, expenses and fees
incurred in connection with the negotiation, due diligence, preparation,
execution, amendment, modification, administration, performance, collection and
enforcement of this Agreement, the Related Documents, the Related Rights, all
obligations of the Customer hereunder and thereunder and the creation,
perfection, protection, satisfaction, foreclosure or enforcement of any security
interest granted hereunder and the collection of any Purchased Account, any
Related Right or any obligation owed by the Customer to WFBC.

     

    
      
        
           


        

        
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      11.20     Taxes.

    

     

    (a)           Except
as otherwise provided in this Section 11.20, any and all payments made by the
Customer hereunder shall be made free and clear and without deductions for or on
account of any present or future U.S., foreign, federal, provincial, state,
municipal, local or other taxes of any kind or nature whatsoever, including any
capital, income, sales, excise, business, property, stamp, documentary, customs,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto (excluding taxes that are imposed on WFBC’s overall net income by any
taxing authority) (all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities of any kind or nature whatsoever and
interest, penalties and additions to tax in respect thereof being hereinafter
referred to as “Taxes”).  If any such withholdings or deductions are so
required, (i) the sum payable hereunder shall be increased as may be necessary
so that after all required deductions are taken into account (including any
required with respect to payments made pursuant to this Section 11.20(a)), WFBC
shall receive an amount equal to the sum it would have received had no such
deduction been made, (ii) the Customer shall make such deductions and (iii) the
Customer shall pay the full amount deducted to the appropriate authority before
penalties attach thereto or interest accrues thereon.  If the Customer pays
any such Taxes, it shall deliver official tax receipts evidencing that payment
or certified copies thereof to WFBC on or before the thirtieth day after
payment.

     

    (b)           In
addition, the Customer shall pay any present or future U.S., foreign, federal,
provincial, state, municipal, local or other taxes of any kind or nature
whatsoever, including any capital, income, sales, excise, business, property,
stamp, documentary, customs, imposts, deductions, charges or withholdings, and
all liabilities and interest, penalties and additions to tax in respect
thereof  imposed by any taxing authority (other than taxes that are imposed
on WFBC’s overall net income by any taxing authority) that arises from any
payment made hereunder, under any Related Document or from any proceeds of any
Purchased Account or Related Right or any withholding or deduction by an Account
Debtor (hereinafter referred to as “Other Taxes”).

     

    (c)           Except
as otherwise provided in this Section 11.20, the Customer shall indemnify WFBC
for and hold it harmless against the full amount of the Taxes and Other Taxes
paid by WFBC on account of any transaction contemplated by this Agreement or any
Related Document or the purchase of the Purchased Accounts and the Related
Rights.

     

    11.21     Limitation.  In no event
shall WFBC be liable to the Customer for any consequential, incidental, special,
punitive, or indirect loss or damage arising out of or related to any provision
of this Agreement, including loss of profits or revenue, loss of opportunity or
like items of loss or damage except as specifically provided herein regardless
of the legal basis for any such claim and the Customer hereby releases WFBC
therefrom.  In no event shall the Customer be liable to WFBC for any
consequential or punitive loss or damage arising out of or related to any
provision of this Agreement.

     

    11.22     Prohibited Rate.  In
no event shall any interest or fee to be paid hereunder exceed the maximum rate
permitted by applicable law.  In the event any such interest rate or
fee exceeds such maximum rate, such rate shall be adjusted downward to the
highest rate (expressed as a percentage per annum) or fee that the parties could
validly have agreed to by contract on the date hereof under applicable
law.  It is further agreed that any excess actually received by WFBC
shall be credited against any amount owing hereunder.

     

    
      
        
           


        

        
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    11.23     Jurisdiction.  The
parties hereby (a) consent to the personal jurisdiction of the state and federal
courts located in the State of Colorado, and any appellate court from which
any appeals therefrom are available, in connection with any controversy related
to this Agreement or any Related Document; (b) waive any argument that venue in
any such forum is not convenient; (c) agree that any litigation initiated by
WFBC or the Customer in connection with this Agreement or any Related Document
may be venued in the state or federal courts located in the City and County of
Denver, Colorado; and (d) agree that a final judgment in any such suit, action
or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.

     

    11.24     Negotiations.  The
parties agree that this Agreement has been mutually negotiated at arm’s length
by both of them with benefit of legal counsel and such other advice as they
deemed appropriate and no provision hereof is to be construed more severely
against one of the parties than it is to be construed against the other based on
the party responsible for the drafting thereof.

     

    11.25     USA PATRIOT Act
Notice.  WFBC hereby notifies the Customer that pursuant to the
requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)), it is required to obtain, verify and record information
that identifies the Customer, which information includes the name and address of
the Customer and other information that will allow WFBC to identify the Customer
in accordance with the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)).

     

    11.26     Termination.  This
Agreement shall terminate on the first date following the Termination Date when
the Purchased Amount has reduced to zero, all other amounts due to WFBC under
this Agreement and the Related Documents have been indefeasibly paid in full,
WFBC has no further obligations hereunder or any Related Document and all
obligations of the Customer to WFBC hereunder and under each Related Document
have been satisfied, in each case as determined by WFBC in its sole discretion
(the “Final Termination Date”).

     

    11.27     Terms
Generally.  Defined terms include in the singular number the
plural and in the plural number the singular.  The use of the singular
or the plural number shall be deemed to include the use of the other when the
context so requires.  Whenever the context require, any pronoun shall
include the corresponding masculine, feminine and neuter forms.  The
words “include”, “includes” and “including” shall be deemed to be followed by
the phrase “without limitation”.  The word “will” shall be construed
to have the same meaning and effect as the word “shall”.  Unless the
context in which used herein otherwise clearly requires, “or” has the inclusive
meaning represented by the phrase “and/or”.  Unless the context
requires otherwise, (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person’s successors and
permitted assigns, (c) the words “herein”, “hereof” and “hereunder”, and words
of similar import shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (d) all references herein to
Articles, Sections, subsections, Exhibits, Schedules and the like shall be
construed to refer to Articles, Sections and subsections of, or Exhibits or
Schedules attached to, this Agreement unless otherwise expressly provided and
(e) all references herein to Articles, Sections, subsections and the like shall
be construed to include therein references to all Sections and subsections
thereof unless otherwise expressly provided.  Article and Section
headings in this Agreement are for reference only and shall not affect the
construction of this Agreement.  Reference to any law, rule,
regulation, order, decree, requirement, policy, guideline, directive or
interpretation means as amended, modified, codified, replaced or reenacted, in
whole or in part, and in effect on the determination date, including rules and
regulations promulgated thereunder.  All accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with
generally accepted accounting principles.

    
       

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    11.28     WAIVER OF JURY TRIAL.  EACH
OF THE CUSTOMER AND WFBC HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN
ANY ACTION AT LAW OR IN EQUITY OR IN ANY OTHER PROCEEDING BASED ON OR PERTAINING
TO THIS AGREEMENT OR ANY RELATED DOCUMENT.

     

    
      	
              INSURANCE
      OVERLOAD ACQUISITION

            	 
      	
              WELLS
      FARGO BANK, NATIONAL

            
	
              CORP.

            	 
      	
              ASSOCIATION

            
	 
      	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/ Jay H. Schecter

            	 
      	
              By:

            	
              /s/ Gina M. Draudt

            
	
              Name: 

            	
              Jay
      H. Schecter

            	 
      	
              Name: 

            	
              Gina M. Draudt

            
	
              Its:

            	
              Chief
      Executive Officer

            	 
      	
              Its:

            	
              Authorized
      Signatory

            


    

     

    The
Customer and WFBC have executed this Agreement through their authorized officers
as of the date set forth above.

     

    
      	
              Wells
      Fargo Bank, National Association

            	 
      	
              WELLS
      FARGO BANK, NATIONAL 
ASSOCIATION

            
	
              MAC
      C7300-060

            	 
      	 
      	 
      
	
              1740
      Broadway, 6th
      Floor

            	 
      	 
      	 
      
	
              Denver,
      CO  80274

            	 
      	
              By:

            	
              /s/ Gina M. Draudt

            
	
              Telecopier:  (303)
      433-2540

            	 
      	
              Name: 

            	
              Gina M. Draudt

            
	
              Attention:  Gina
      Draudt

            	 
      	
              Its:

            	
              Authorized
      Signatory

            
	
              Email:  Gina.M.Draudt@wellsfargo.com

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              Insurance
      Overload Acquisition Corp.

              

                160
      Broadway, 15th Floor

              

            	 
      	
              INSURANCE
      OVERLOAD

              ACQUISITION
      CORP.

            
	
              

                New
      York, New York  10038 

              

            	 
      	 
      	 
      
	
              

                Telecopier:  (212)
      346-9601

              

            	 
      	 
      	 
      
	
              

                Attention:  Jay
      H. Schecter

              

            	 
      	
              By:

            	
              /s/ Jay H. Schecter

            
	
              

                Email:  jschecter@tristateemployment.com

              

            	 
      	
              Name:

            	
              Jay
      H. Schecter

            
	
              

                Federal
      Employer ID No.:  27-3209798

              

            	 
      	
              Its:

            	
              Chief
      Executive Officer

            
	
              

                Organization
      No.:  DE 4851336

              

            	 
      	 
      	 
      
	
               

            	 
      	 
      	  
      


    

     

    
      Signature
Page to Account Purchase Agreement

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Exhibit
A

    To

    Account
Purchase Agreement

    


    Permitted
Liens

    


    NONE

    


    
      
        
           


        

        
          A-1