Exhibit 10.14


 


[This document has been translated into English from the original
document, which is in French.]


 


FACTOCIC


 


DEVELOPMENT FACTOR


 


Head office: Tour Facto – 92988 Paris La
Défense Cedex   Telephone: 01 46 35 74 00
Fax: 01 46 35 69 21


 


General conditions


 


Factoring contract no.: 24283


 


Company stamp:


 


[stamp]


 


	
   

  	
  CXR

  ANDERSON

  JACOBSON

  	
  Rue de l’omette

  28410 ABONDANT

  	
   

  
	
   

  	
  Tel. 02 37 62 88 00 – Fax 02 37 62 88 01

  	
   

  
	
   

  	
  R.C.S. Dreux – SIREN 785 754 706

  	
   

  



 


Limited company with capital of €7,680,000 RCS
NANTERRE B 380 307 413 - Financial Company approved by the Credit
Establishments Committee


 

















 


AMENDMENT No. 1 TO FACTORING
CONTRACT No. 024283


 


	
  Agreed between the
  company: CXR ANDERSON JACOBSON

  
	
  SAS with capital of
  €1,350,000.00

  
	
  Head office: Rue de
  l’ornette – 28410 ABONDANT

  
	
  RCS: 785 754 706 001 39

  	
  hereinafter referred to as the Company;

  
	
  and: FACTOCIC

  
	
  FACTOCIC, a limited
  company with capital of €7,680,000.00

  
	
  Financial company approved
  by the Credit Establishment Committee

  
	
  Head office: Tour Facto 92988 PARIS LA DEFENSE CEDEX

  
	
  RCS NANTERRE B 380 307 413

  	
  hereinafter referred to as the Factor;

  



 


The company wished to obtain certain contractually
scheduled services from the Factor, in particular the funding of its invoices
(with the exception of any insolvency guarantee) during the rebilling
time-limit set out in Article L 341-18 of the Monetary and Financial Code,
the aim of this amendment is to organize the parties’ relationships for cases
where rebilling would be exercised;


 


It is expressly agreed that no transferred credit will
be covered by credit guarantee or insurance while the rebilling time-limit has
not expired and even more so if this faculty is exercised: once this time-limit
is passed and complying with Article 2-2 of the general conditions, any
guarantee will retroactively cover up to its date of delivery; the existing
outstanding amount in the Factor’s accounts.


 


Exercise of the rebilling faculty by the company will
not call into question the subrogation occurred for the Factor against payment
in the current account.


 


The price of intervention of the Factor, paid in case
of rebilling, will be 25 EUROS per invoice transferred between the date of
signing of the contract and the date of receipt by the Factor of the rebilling
form appended to this contract, duly completed and signed by the Company.


 


From exercise of its right to rebilling, the Company
must reimburse without delay the debit balance released by the global position
of the factoring accounts and sub-accounts.


 


A repayment request will not bring revocation of the
rights of subrogatee held by the Factor, who, as long as s/he has not been
paid, will be bound to act counter to any debt transferred and/or of the
Company.


 


During closure of the accounts, the guarantee funds
will be credited into the current account and the balance noted should be paid
by the Factor to the Company if s/he is the creditor and by the Company to the
Factor if the balance is in debit.


 


Duration of the amendment


 


This amendment will take effect from the date of
signing of the contract and will transfer its effect particularly in the case
of non-exercise, within the legal time-limit, of the rebilling stated in Article L
341-16 of the Monetary and Financial Code.


 


Completed in two copies in Paris La Défense, on


 


THE COMPANY  20                    September 2010                               THE
FACTOR


 


Stamps and authorized signatures


 


[stamp]


	
  CXR

  ANDERSON

  JACOBSON

  	
  Rue de l’omette  

  28410 ABONDANT

  	
   

  
	
  Tel.
  02 37 62 88 00 – Fax 02 37 62 88 01

  	
   

  
	
  R.C.S.
  Dreux – SIREN 785 754 706

  	
   

  



 


	
  AVA

  	
  GN03

  



 


2

















 


	
  

  	
  Factoring
  Contract General Conditions

  



 


Article 1: Subject - Field of application


 


1-1      Services of the Factor – Exclusivity –
In the conditions defined above, and for all of the commercial and professional
debts of the Company, pertaining to the field of application specified in the
special conditions, the Factor ensures their payment against subrogation, by
inscription in the current account, the financing of the debts guaranteed by
anticipation of their collection, keeping of the accounts of its clients
(hereinafter called Purchasers). Their guarantee against the financial failures
of their private Purchasers, their current recovery and their collection, In
return, the Company is bound to transfer, exclusively to the Factor, ownership
of the debts concerned and is prohibited from completing or executing any
agreement conferred upon third parties of the rights of these debts.


 


1-2      Globality – This contract applies,
unless stipulated to the contrary, to all of the debts which correspond to
closed sale of goods delivered or to provisions of services rendered by the
Company complying with the orders received


 


1-3      Exclusions – The billings are excluded
from the field of application:


 


a) Intermediaries within the scope of company or
similar contracts or – the payment of which, even after receipt without
reservation – is subordinated to observation of execution of an obligation of
result.


 


b) Relating to the services or provisions undertaken
by a subcontractor.


 


c) Issued to the Purchasers who are also suppliers or
with which the latter holds dependency or interdependency reports (the latter
case is particularly aimed at who would have direct or indirect financial links
with the company or with common de facto or de jure directors).


 


The respect of these exclusions is the responsibility
of the Company, the Factor not having to control their application.


 


Article 2 – Guarantee
against the risk of insolvency


 


2-1      Benefit – To benefit from this
guarantee, the company must obtain prior agreement from the Factor on a tax
inclusive outstanding amount for each of its private Purchasers. The Factor
supports within the limit of the guarantees in force the charge of the debts in
case of non-payment exclusively linked to insolvency of the Purchasers. This
insolvency is recorded by opening of a procedure of recovery or of legal
liquidation. From the moment the debit is not contested and subject to respect
by the Company of the obligations placed under its responsibility by this
contract, the Factor’s guarantee will be implemented. However, if subsequently
to the payment by the Factor, the debt was, in whole or in part, rejected by a
legal decision, the Company is bound to repay it without delay in principal and
interests.


 


2-2      Definition – Coverage –
The guarantee processes should be undertaken by using the Telematic Services of
the Factor in accordance with the conditions appearing in the special
conditions and modalities described in the Customer’s guide given to the
Company. The answers will be sent to the Company by all telematic means and
confirmed by sending of a monthly summary document. Apart from mention of a
date of coming into effect, any guarantee retroactively covers up to its date
of issue, the existing outstanding amount in the Factor’s accounts.


 


2-3      Exceptions – the Company remains of
the payment of the debts transferred in the aforementioned cases.


 


a) absence of Guarantee or outstanding exceeding the
Guarantee amount, within the limit of the overspend observed on the date of the
failure of the Purchaser or, if it is prior to it, on the date of revocation of
the Guarantee.


 


b) default of payment on the due date of a guarantee
debt, based on an exception drawn from its reports with the Purchaser, or with
the third-parties, or difference on collection resulting in a change loss.


 


c) debts outside of the field of application or for
which the Company receives another Guarantee granted by an insurance company or
a credit company authorized to practice in France.


 


d) franchises stipulated with special conditions
particular accordingly of their amount.


 


2-4      Evolution of Guarantees –
The Factor may, at any time, notify the Company of evolution of the Guarantees –
and in particular their increase and their reduction – with immediate effect
but without retroactivity except for the increases.


 


2-5      Collections -   Any amount credited to factoring accounts (where the outstanding amount of
the transferred credits are recorded) in the Factor’s books allocated by
priority on the guaranteed outstanding amount. As determined by the renewal
effect, the debts exceeding the outstanding ceiling will therefore be covered,
gradually by the effective collections, according to their due dates. The
renewal effect no longer comes into play when the guarantee is revoked. It is
limited to the new amount in case of reduction.


 


2-6      Recoveries – after revocation of a
Guarantee or in case of insolvency of the Purchaser, any recovery of any kind
obtained by either party, is charged au pro rata on the guaranteed outstanding
amount and not guaranteed in the Factor’s accounts. The Guarantees being issued
inclusive of tax, the Company is bound to reverse to the Factor the recoverable
VAT amount, and this, au prorate of the guaranteed outstanding. This 


 


3

















 


repayment will intervene from receipt of a document
attesting to the non-recoverability of the debt or on the date of judgment
sanctioning the recovery plan and deciding on continuation of activity or
declaring legal liquidation of the Purchaser.


 


2-7      Contestation – in case of contestation
of the amount of the Guarantee, the Company should produce in support of its
request any document from the Factor attesting to the validity of the
Guarantee.


 


Article 3: Transfer of the
debts


 


3-1      Time-limit – the Company is bound to
transfer its debts before their due dates and at the latest, thirty calendar
days after the issue date of the invoices.


 


3-2      Subrogation – in return for the payments
of the Factor by registering the credit in the current account, the Company
subrogates it within all the rights and actions attached to the debts,
complying with Article 1250 of the Civil Code. The Factor remains the sole
holder of any transferred debt, even in the case of debit in the current
account and this up until it has been effectively repaid. The Company must set
up a subrogative receipt complying with the formula approved by the Factor and
attaching to it in particular a copy of the invoices as well as details of the
discount on the appended list or any other justification agreed between the
parties.


 


3-3      Validity – The Company vouches for
the legal effectiveness of each of the subrogative receipts and in particular
the existence and validity of the debts as well as the opposability of their
transfer, with regards to the Purchasers as well as other third-parties in such
a way that the subrogation is not in any way, deprived of effect, in fact or in
law.


 


3-4      Information from the Purchasers – The
Company must, from signing of this contract, inform its Purchasers of it by a
letter the wording of which must be subject to the Factor’s approval. It must
insert in the same body of the invoices a mention focusing on the special
conditions indicating, due to the subrogation, only a payment from the Factor
is released.


 


The Factor is authorized by operation of law and at
any time to notify the purchasers and any other third-parties of the existence
of this contract and its quality as subrogatee.


 


3-5      Seizures – When the debts
transferred to the Factor are the subject of seizures (or of any equivalent
procedures) at the request of a third-party presenting itself as a Company
debtor,


 


·                  in the hands of a Purchaser


·                  in the hands of the Factor


 


The latter will be able to, as a total
withdrawal/release of it not being notified, to transfer the available amount
from the current account to credit an escrow account, and this accordingly for
the total amount of seizure.


 


This faculty also concerns the available amount
observed after each subrogated prior payment of seizures.


 


3-6      Contracts – Before any invoicing
within the scope of a contract, the Company is bound to transfer to the Factor,
in application of articles L 31 3-23 to L 31 3-34 of the Monetary and Financial
Code the contract, within the scope of which the invoice is to be issued, and
to give a copy of the private contract to it or the sole copy of the public
contract.


 


Article 4 – Disputes – direct payments – Credit notes


 


4-1      Contestation of debts (disputes) –
In case of contestation by a Purchaser refusing to pay the Factor all or part
of a transferred debt, this debt will be known to be contentious accordingly.
It will be a case of exceptions inherent to the debt such as notably
non-compliance (qualities, quantities, time-limits) of the goods or services
provided in respect of the order, with external exceptions to the debt, for
example in particular compensation, opposition.


 


Each party is bound to inform the other one, as soon
as possible, of any contestation of this type brought to its knowledge.


 


4-2       Processing of the contested debts –
From issue of a notice of dispute by the Purchaser or the Factor, the Company
has, for its part, a maximum time-limit of thirty calendar days to obtain from
the Buyer what it pays the Factor.


 


4

















 


Failing that, the Factor will be able to debit the
current account of a sum at least equal to the amount of this debt, to credit
an escrow account, or to credit the factoring account recording the outstanding
of the transferred debts to revoke the subrogation accordingly of the available
amount.


 


The time-limit stated in the two previous paragraphs
becomes non applicable as soon as the contestation focuses on the very
existence of the debt (absence of order or of delivery) or that this debt is
contested within the scope of a legal action.


 


4-3      Direct payments – When the payment
means are sent directly to the Company as payment for transferred debts to the
Factor, the latter, which can only receive them in the quality of depository of
the Factor, must, from receipt, return them to it.  Failing that, the latter will be able to
debit the current account, due at concurrence, and without prejudice to any
other recourse.


 


4-4      Compliant credit notes –
The Company is bound not to modify the extent of the rights attached to a transferred
credit without the Factor’s agreement. This agreement is assumed in case of
issue, within the scope of current business management, of credit notes complying
with the usual practices. In all cases, it is bound to send to the Factor, from
their issue and at the latest within five working days, the totality of the credit
notes pertaining to the transferred debts.


 


4-5      Non-compliant credit notes –
Credit notes not complying with the usual practices (the issue of credit notes significantly
affecting the transferred debts does not for example constitute complying with
the usual practice) or issued in fraud of the rights of the Factor, will be
acknowledged as non-invocable to it even in the case where they would have been
the subject of a credit with the factoring account recording the outstanding of
the transferred debts. Without prejudice of any recourse against the Company,
it will in particular be for non-motivated credit notes, while waiting for
written justification and for those followed by rebilling issued with no
mention of the subrogation for the Factor.


 


Article 5 – Duty of information –
The Company must inform the Factor as soon as possible of any acts or events
likely to affect the rights of the latter over the transferred debts. In case
of characterized or reiterated lack by the Company of its information
obligations, the Factor will be able to declare the loss of right of all guarantees
issued on the outstanding amounts of the transferred debts and to claim
repayment of the losses sustained.


 


The Company acknowledges to the Factor as well as to
any person designated by it, the right to obtain communication of all documents
to ensure the respect of the contractual obligations. It is bound to facilitate
for the Factor exercise of this right and to send to the Factor, within the
legal time-limits, its statement, certified by its auditors in cases stipulated
by the law, as well as the appended documents.


 


Article 6 – Current accounts


 


6-1      Agreement – The sums paid by the
Factor in virtue of this contract and those which are due to it, for any purpose
whatsoever, by the Company will enter into the current account. The reciprocal
debts, related indivisible, will be expressed in items of credit and debit and
will there be compensated between them when they are payable. Il will be the
same case of opening of sub-accounts of the current account to facilitate
monitoring of the operations.


 


6-2      Balance – The current account and
its sub-accounts form an indivisible whole, it is the general balance of the
single account after compensation of the debits and the credits, which will be
considered at any time – and in particular after cessation of the factoring
operations. – like the balance of the current account.


 


6-3      Overdraft – The current account does
not include overdraft authorization. Any debit balance is immediately payable
without a demand for payment being required and bearing interest even after its
closure, at the rates of the Special Financing Commission (SFC), up until full
repayment.


 


6-4      Operations – The current account will
be credited in particular with the amounts of transferable bills, payments to
the order of the Company that the Factor will collect in its quality of proxy
as well as bank transfers coming from the sub-accounts to the current account.
It will be debited from the Company direct debits, the sums transferred to the
sub-accounts, as well as all of the sums due par the Company to the Factor, particularly
in respect of this contract and any other contracts or operations.


 


5

















 


6-5  Statements – The monthly account statements are acknowledged as being definitively
accepted by the Company, unless there is written and relevant contestation
within the thirty calendar days following their stop date.


 


6-6      Payment – Any debit of a debt is
not valid as payment if the present current account before this entry or credit
balance at least equal to the amount of the debit.


 


6-7      Closure – After termination of the
contract and complete of the operations, the current account will be closed and
its balance, if it is in credit, paid back to the Company.


 


Article 7 – Guarantee funds


 


7-1      Subject – This is a sub-account of
the current account with the objective of guaranteeing to the Factor exercise
of its contractual recourses in respect of the acknowledged or potential
non-values, such as in particular the credit notes issued or requested, direct
payments, disputes, deferred discounts, delay on credits financed and non
Guaranteed. Its balance may not be lower than a certain quota of the
outstanding of the transferred debts and at a minimum threshold. This quota was
calculated in accordance with the items brought to the Factor’s knowledge
during the study on entry into relation. It will later be minified in case of significant
variation of the items and especially a modification of the percentage of
recognized and potential non-values.


 


7-2      Constitution – It is supplied by direct
debits on the available amount while subrogatory payments. The adjustments to
the reduction are the subject of a credit in a current account.


 


7-3      Use - The Factor may withdraw
on this account the necessary amounts to cover a debtor position of the current
account. In the same case, the quota and/or the contractual threshold are
immediately rebuilt. On closure of the accounts between the parties, the
balance is transferred to the credit of the current account.


 


Article 8 – Escrow accounts


 


These are sub-accounts of the current account where
the subrogatory payments are transferred corresponding to non-financed debts,
when waiting for their collection. They can be opened to facilitated monitoring
of each type of operation such as in particular debts covered by the ceiling of
guaranteed outstanding amounts the payment of which at term is not attested by
a justification, available values after in case of seizure or opposition. These
amounts will be transferred to the current account as soon as the operation
concerned is put in order.


 


Article 9: Management of Purchasers’ accounts


 


9-1 – Current recovery – As
it remains holder of the transferred debts, the Factor or its proxy with the
sole quality to undertake management of their recovery and their collection. It
holds the accounts pertaining to it, grants or refuses the reports,
prorogations or arrangements, with or without discounts, requested by the
Purchasers. Subject to their effective collection, it carried the payments for
the factoring account. The Company is bound to lend its competition to the
Factor and to give it in particular all documents, correspondences and special
proxies as required. For the non-guaranteed fraction of the transferred debts,
the Factor does not bear the costs and fees of contentious recovery after their
due date. If it undertakes it in advance, it will by operation of law debit
them to the current account.


 


9-2 Mandate – For it to enable
collection without delay the payment instruments received from the Purchasers,
the Company gives mandate to the Factor to appose there any mention and
necessary signature.  If it acknowledges
that the payments to its order did not concern the transferred debts, the
Factor will be repute for having collected them as a proxy and this, even after
fulfillment of the contract. These collections will be, subject to correct
execution, credited into the current account.


 


9-3 Ownership reserve –
For the sales completed with property reserves, the Factor is not held to
claim, unless on written request from the Company and accepted by the
Factor.  This claim will be undertaken at
the Company’s cost. In case of a claim, the Company is bound to provide every
assistance especially for identification and recovery. For the goods and
repurchase of the recovered goods for a price which will not be lower than
two-thirds of the amount initially billed. In any case, the Company cannot
oppose the Factor the risk charge in case of loss or destruction of the item
sold. The mandates set out in this article are stipulated in the common
interest of both parties.


 


6

















 


9-4 Late penalties and interests –
With a view to maintaining management of its business relations with its
clientele, the Company expressly reserves the right to override or abandon any
late penalties and all late interests which will be due by its Purchasers for
the debts factored and to undertake accounting of them in its books. To do so,
it will be up to the Company to factor its accounts by any means available to
it. The debts corresponding to the late penalties and/or interests are excluded
from the field of application of the factoring contract.


 


Article 10: Compensation of the Factor


 


10-1 Factoring commission –
In respect of its services, the Factor will receive commission calculated on
the tax inclusive amount of the transferred invoices, its rate is, like the
annual minimum, specified in the Special Conditions. The accumulated amount of
the factoring commissions received in a calendar year will not in any case be
lower than the minimum annual amount. At the start of the second calendar
half-year, the Factor will be able to withdraw, if there is one, the difference
between the accumulation of the factoring commissions deducted since the start
of the year and half of the annual minimum. In case of termination on the
Factor’s initiative, the minimum amount set out above is only due for the six
months current on expiration of the time limit of the notice. In all other
cases, termination without notice or on the Company’s initiative, the annual
minimum becomes payable immediately from notification of termination of the
contract.


 


10-2 Evolution – The parameters
which determine evolution of the factoring commission rates are renowned for
being set in constant Euros. They will thereby be revalued on the 1st of January and the 1st of July of each year in
accordance with evolution of the Consumer Price Index (CPI), Services heading
(Identifier: 4009E). The references and revision index will be respectively the
last index published on date of signing of the contract and the last index
published before each revision,


 


In either of the following cases;


 


·                  Modification affecting the composition and/or definition of the CPI index
or of the rate in which the special financing commission is set out below.


·                  Disappearance of this index or of the rate and substitution of a rate or
index of the same type or equivalent, modification affecting the body
publishing it or the modalities of publication, following in particular passage
to the single European currency, the index or rate issued from this
modification of this substitution will apply by operation of law.


 


10-3 Financing commission –
In respect of the amounts it is funding, the Factor receives a special
commission (CSF) the annual rate of which varies according to evolution of a
reference rate agreed between the parties. Unless stipulated to the contrary,
it is the Factor’s reference rate. This rate will vary in such a way that it
will never exceed the arithmetical average of the base rates of the CIC
increased by a half-point (fifty base points). From issue of the Factor’s
checks or payments, this commission is provisionally estimated and in
accordance with the average due date of the debts. Its definitive amount is
liquidated on the date of effective collection of the debts. At the end of each
month, after taking into account the dates of value applied to collections and
payments, a CSF discount is established, its net debit balance of any
deductions is brought to the debit of the current account. The value dates,
which the Company acknowledges it is aware of, are only the CSF’s calculation
modalities, this disposition forming an indivisible whole with the other
clauses of the contract.


 


10-4 Promissory notes –
Subscription by the Factor, at the Company’s request, of promissory notes, will
result in the collection of a commission calculated prorate temporis depending
on the due date of the promissory note.


 


10-5 Taxes – The Company is liable for
the taxes it is subject to, on the date of their realization, the operations
processed in virtue of this contract.


 


10-6 Collection or transfer costs –
the collection or transfer costs will be borne in full by the Company by way of
debit of its current account.


 


Article 11: Confidentiality – Substitution


 


11-1 – Confidentiality –
All information sent by the Factor, particularly Guarantees and their
modifications, is confidential. The Company is bound not to divulge it
directly, or via a third party. Any breach could result in termination of the
contract and in the Company entering into third party liability.


 


11-2 – Substitution –
Unless there is an agreement in writing from the Factor, the Company cannot, in
any form whatsoever, be substituted by a third party for execution of the
obligations it is responsible for by this contract.


 


7

















 


Article 12 – Duration – Termination


 


12-1 – Duration – Unless stipulation
to the contrary in the special conditions, this contract, completed without a
duration limit, comes into effect on the date of signing. Subject to three
months’ notice, each party may terminate it at any time by notifying the other
party of its decision by registered letter with proof of receipt.


 


12-2 – Termination by the Factor –
The Factor may terminate the contract without notice in the following cases:


 


a) non-respect by the Company of its obligations in
respect of the contract,


b) appointment of a provisional administrator,
closing down of business, cessation of payments from the Company or amiable
liquidation, recovery or legal liquidation against it.


 


8
















 


SPECIAL CONDITIONS OF FACTORING CONTRACT No. 024283


 


	
  Completed between the
  Company:

  
	
  CXR ANDERSON JACOBSON

  
	
  SAS with capital of
  €1,350,000.00

  
	
  Head office: Rue de
  l’ornette – 28410 ABONDANT

  
	
  RCS: 785 754 706 001 39

  	
  hereinafter referred to as the Company;

  
	
   

  
	
  and:

  
	
   

  
	
  FACTOCIC

  
	
  Factocic, a limited
  company with capital of €7,680,000.00

  
	
  Financial company approved
  by the Credit Establishment Committee

  
	
  Head office: Tour Facto
  92988 PARIS LA DEFENSE CEDEX

  
	
  RCS NANTERRE B 380 307 413

  	
  hereinafter referred to as the Factor;

  



 


This contract is comprised of special conditions and
general conditions of the factoring contract of the Factor (referenced FC
3007.01.03) numbered from 1 to 15 and appended to this document, which the
Company acknowledges it is fully aware of.


 


This is a factoring contract with notification of
subrogation for the Factor to the Purchasers. Furthermore, the Factor entrusts
the Company, in the conditions defined below, mandate of recovery of the
transferred debts.


 


Article 15: Field of application


 


Sales and services invoiced to the Purchasers location
in Metropolitan France.


 


Any transfer of debts to a determined Purchaser
results in an obligation for the Company to transfer to the Factor all of the
debts that it holds or will hold on this Purchaser.


 


The maximum credit duration granted by the Company to
its Purchasers will be 120 calendar days.


 


Article 17 – Frequency of discounts – Justifications – Legal
obligation – Indicative payment clause – Subrogation advertising.


 


Article 17-1: Frequency of discounts


 


The discounts will be taken at a maximum 4 times a
month with sending of the originals of the invoices to the Purchasers by the
Company or the Factor in case of revocation of the mandate.


 


Article 17-2: Justifications


 


The following justifications will have to be made
available from the Factor to the Company: the public and private contracts and
the purchase orders and the accepted quotes and the order confirmations and the
signed delivery notes, and the collection notes signed by the transporter.


 


The wording of this note which must appear on the
invoices is as follows: “To be released, your payment must be made directly for
the order of FACTOCIC – TOUR FACTO 92988 PARIS LA DEFENSE TEL: 01 46 35 74 00
RIB 11978 00001 02428310090 78 – who receives it by subrogation within the
scope of a factoring contract and should be informed of any claim relating to
this debt”.


 


Article 17-3: Legal obligation – New Economic Regulations –
TRACFIN –


 


Invoices with an amount greeter than or equal to
150,000.00 should be subrogated to us by a subrogative receipt isolated and
identified to which is attached a copy of the invoice the public or private
contracts and the purchase orders and the accepted quotes and the order
confirmations and the signed delivery notes, and the collection notes signed by
the transporter, and any justification available from the Company of a type to
justification economic founding of the transferred debt.


 


Article 17-4: Indicative payment clause – Subrogation advertising


 


In application of Article 3-4 of the General
Conditions, the Company is bound to show the Factor a copy of the invoice
including the signature comprising the wording of the following note:


 


“To be discharged, the payment of this debt must be
worded to the order of FACTOCIC subrogated in our rights within the scope of a
factoring contract, and sent to FACTOCIC – TOUR FACTO 92988 PARIS LA DEFENSE
CEDEX TEL: 01 46 35 74 00 RIB 11978 00001 02428310090 78.”


 


The company will inform its purchasers of the
existence of the factoring contract by a letter whose project will be subject
to the Factor. Any new purchaser will be informed before the first transfer to
the Factor of the first invoices of the existence of the factoring contract by
the same letter.


 


1

















 


The drafts sent to the Purchasers and drawn up by the
Company for covering the invoices will be payable to the Factor.


 


The Factor reserves the possibility, furthermore, of
notifying the Company’s purchasers itself, at any time, of the existence of the
factoring contract and of its role of subrogated.


 


Article 18 – Recovery mandate


 


The Company possesses an administrative structure and
proven methods for management of its customer accounts and wishes to retain
management of the recovery on its Purchasers.


 


The Factor accepts as a result to entrust it with a
recovery mandate within the conditions defined below and subject to respect by
the Company of its own procedures as regards recovery of which are integral
parts of this contract.


 


18-1 Common interest and character


 


The mandate in this contract is stipulated in the
common interest of both parties.


 


In this respect, the Company will receive no payment,
this mandate not being free for all that, taking into account the essential commercial
interest that the Company attaches to recovery on its Purchasers.


 


18-2 Recovery mandate


 


The Company is mandated by the Factor to undertake
recovery of the transferred debts. For each debt, the mandate ends 100 calendar
days after its due date except for application of article 18-6 below.


 


18-3 Diligences and General obligations of the proxy


 


The Company is bound to bring the recovery of the
transferred debts, as with conservation of the rights pertaining to them, all
the diligence normally required for management of its own debts and generally,
to execute the mandate in a prudent, diligent and informed manner. Furthermore,
the Company is bound to respect its recovery procedures appended here.


 


18-4 Report of execution of the mandate


 


The Company is bound to:


 


·                  notify the Factor without delay, by any means in writing or any other media
approved by the parties, the occurrence of any event of a nature to compromise
payment on the correct date of the transferred debts of an amount greater than
45,000.00 (request for prorogation, payment default on the due date, disputes,
recovery or legal liquidation, etc),


·                  to inform, among other events, the Factor of any change affecting the
general and special conditions governing its contractual relationships with all
of its clientele.


 


18-5 Checks by the Factor


 


The Factor will have the right to undertake – or to
have another company carry out – at any time a check of to ensure that the
Company is complying permanently with the obligations it is liable for in application
of this contract.


 


The Company is bound to bring all of its assistance to
the Factor for implementation of these checks as well as any circularization
procedures to its Purchasers. To maintain confidentiality of the operations
during validity of the mandate, these circulars will be sent on Company-headed
paper.


 


Taking into accounts the specific details of this
contract, the Factor will be able, at any time, to appoint, at the cost of the
Company, its auditors to check the regularity of the billings and the realities
and the consistency of the debts transferred by the Company.


 


18-6 Revocations of the recovery mandate


 


18-6-1 Revocation


 


Revocation of the recovery mandate may take place in
the following cases:


 


a) Revocation of the mandate following termination
of the factoring contract:


 


The coming into effect of termination of the factoring
contract may result in, for the Factor, revocation without notice of the
recovery mandate.


 


b) Revocation for a specific reason:


 


Revocation of the recovery mandate, notified as stated
in Article 14-1 of the general conditions, may occur in one of the
following cases:


 


2

















 


b-1) Revocation with notice for a specific reason:


 


b-1.1) Deterioration of the Company’s financial
situation or any other event of a type to compromise correct execution of the
mandate, in that they do not permit continuation of the contract.


 


b-1.2) Observation in one of the Company’s books and
documents of one of the following events:


 


·      percentage
of invoices failed for over 30 days for 3 consecutive months greater than 15%
of the turnover factored each month,


 


·      existence
of acknowledged or potential non-values (for example in particular credit notes
not being the subject or rebilling, disputes) greater than 10% of the turnover
transferred over 3 consecutive months, and this without prejudice of
application of article 20,


 


b-2)
Revocation without notice of the mandates:


 


·      on a
general scale any significant or reiterated breach of the Company in its
obligations and for which the Factor does not intend to override the clauses of
article 12-2 of the General Conditions.


 


·      more
specifically, the non-respect by the Company of its recovery procedures.


 


18-6-2: Revocation notifications:


 


The Factor:


 


·                  undertakes recovery of all of the transferred debts even subsequent to the
date or revocation of the mandate,


 


·                  notifies without delay the Purchasers of the transfer of debts by means of
subrogation by causing interdiction of paying the Company,


 


·                  sends the originals of the invoices to the Purchasers,


 


·                  increase the factoring commission rate by 0.20 points,


 


·                  increases the funds guarantee withdrawal rate by 5 points,


 


·                  withdraws 10.00 Euros exclusive of tax in set fees per invoice.


 


The Company:


 


·      is
bound to put the following note in its invoices, “To be released, your payment
must be made directly for the order of FACTOCIC TOUR FACTO – 18 rue Hoche –
Cedex 88 - 92988 LA DEFENSE CEDEX - TEL: 01 46 35 74 00 RIB 11978 00001
02428310090 78 – who receives it by subrogation within the scope of a factoring
contract and should be informed of any claim relating to this debt”.


 


Article 19 Putting the Factor’s guarantee into play


 


In case of insolvency observed by a Purchaser in the
sense of Article 2 of the General Conditions, the Company will send to the
Factor, within a maximum delay of 30 days from the end of its mandate, the
following documents:


 


·                  detailed statements of the account of the Purchaser concerned,


 


·                  invoices, purchase orders, delivery notes and all documents singed by the
Purchaser attesting to the payability of the debt,


 


·                  reminder letter, correspondences exchanged with the Purchaser and any other
document concerning the unpaid debts and their recovery in application of the
procedures appended to this contract,


 


·                  demanding accordance with the approved model by the parties, informing the
Purchaser that if payment is not made, legal recovery of the debt will be
undertaken,


 


·                  instrument of payment of the Purchaser returned unpaid.


 


If the Factor does not receive within the time-limit
prescribed above, the entire dossier containing the documents mentioned above,
the debts and guarantee will be definitely acknowledged as being paid, the
factoring account being credited accordingly by debit of the current account.


 


Advance   Article 20 – Guarantee funds


 


rate                          It is set at 10% minimum of the outstanding inclusive of tax of the
transferred debts, and will be done  by
debit of 10.00% on the subrogatory payments. Its minimum threshold is set at
31,000.00 Euros.


 


In case of investment by the Company under collective
procedure or termination of the contract, the  Guarantee
funds will be increased by 10 points.


 


Article 21: Factoring
commission


 


The rate is set at 0.430% exclusive of tax of the
amount inclusive of tax of the transferred debts and the  credit notes issued.


 


3

















 


Commission scale


 


The commission rate was set in accordance with the
criteria of the following table:


 


	
  FMT in Euros with Turnover in KEuros inclusive of 

  tax

  	
   

  	
  1700 to

  2100

  	
   

  	
  2100 to 2800

  	
   

  	
  Greater than

  2800

  	
   

  
	
  2500 to 3000

  	
   

  	
  0.559

  	
  %

  	
  0.516

  	
  %

  	
  0.495

  	
  %

  
	
  3000 to 4000

  	
   

  	
  0.473

  	
  %

  	
  0.430

  	
  %

  	
  0.409

  	
  %

  
	
  Greater than 4000

  	
   

  	
  0.439

  	
  %

  	
  0.396

  	
  %

  	
  0.374

  	
  %

  



 


This rate will be adjusted on 1st January and on 1st July of each year, in
accordance with the factored turnover, and the average unit value of the
invoices transferred during the twelve months preceding the adjustment. This
adjustment will have a retroactive effective on the previous six months. The
first revision will take place on 01/07/11. When the reference period is less
than the calendar year, the corresponding turnover is divided by the number of
days left to run and multiplied by 365.


 


The minimum annual amount of the commission will be
10,000.00 Euros exclusive of tax.


 


Article 22: Financing by the Factor


 


By direct debit on the available amount in the current
account, the Factor will issue payments payable to the Company.


 


Article 23: Special funding commission


 


Interest rate


 


The special funding commission rate is equal to the
monthly average set up the previous month by l’EURIBOR 3 months increased by
14.0 points or, to date, 2.30 per year exclusive of tax.


 


Article 24: Miscellaneous commissions


 


Administrative fees: 300 EUROS EXCLUSIVE OF TAX


 


Article 25: Guarantee requests


 


It receives a contract start-up credit of 864 Euros
with a validity of 3 months and an annual set price of 216 Euros which will be
tacitly except for denunciation one month after the contract anniversary date.


 


Beyond these amounts, the uses will be invoiced as
follows:


 


In case of agreement, total or partial, on the request
amount


 


	
  ·
  Request comprised between 0 and 15,000 EUR

  	
   

  	
  = 17.00 Euros exclusive of tax

  
	
  ·
  Request comprised between 15 and 50,000 EUR

  	
   

  	
  = 27.00 Euros exclusive of tax

  
	
  · Request
  equal or superior to 50,000 EUR

  	
   

  	
  = 53.00 Euros exclusive of tax

  



 


In case of refusal


 


	
  ·
  Whatever the amount of the guarantee request

  	
   

  	
  = 17.00 Euros exclusive of tax

  



 


Article 25: Specific pricing
– Collection or transfer fees


 


Article 10-6 of the General
Conditions, from now on entitled “Specific pricing – Collection or transfer
fees” is completed by a §1 written as follows:


 


Any service from the Factor, other than those
described in Article 1-1 of the General Conditions and/or priced in the
Special conditions and the amendments, will be the subject of specific pricing,
detailed in the company price guide or failing that in a quote subject to the
approval of the Company.


 


Article 27 – Definancing


 


The debts unpaid over 30 days after their due dates will
be withdrawn from the escrow account by debit from the current account. They
will be the subject of a recovery and therefore be credited to the current
account after effective collection of the corresponding debts.


 


4

















 


Article 28 – Banks notification


 


The Factor will inform the Company’s bankers of the
factoring contract and of its field of application. The Company is bound, for
the duration of this contact, to keep the Factor informed of any new entry in relation
with the banking or financing establishment, the Factor reserves all right to
verification by any appropriate means, within the scope of a short-term
contact.


 


Article 29 – Telematic Services


 


The methods of information of the FACTOCICNET customer
site are described in the Customer guide. They operate within the scope of
article 13 of the general conditions and of the software license contract.
These services provide detailed information online about the Company’s accounts
and about its Purchasers’ accounts. By using the FACTOCICNET customer site, the
Company may download all of this information to its microcomputer and send its
invoices to the Factor by file transmission.


 


Billing of these services is included in the monthly
set price stated in the e-Pack purchase order.


 


Any additional information request, especially for
paper editions, will be the subject of specific pricing mentioned in the
company price guide in a quote subject to the approval of the Company; this
payment will be debited from the current account.


 


Article 30: Annual Percentage Rate (APR)


 


30-1: Notification of the General Conditions


 


Article 10-3 of the general conditions (“Financing
commission”) is completed by the following paragraph:


 


For application of the clauses in article R 313-1 of
the Monetary and Financial Code, each of the parties considers that, taking
into account the specific details of this contract (especially the variability
of the rate and the effective base of applicable special financing commission),
the annual percentage rate (APR) may not be calculated on the date of signing
of the contract but a calculation indicative of the aforementioned rate is
given in the special conditions.


 


30-2: Calculation indicative of the APR


 


In application of the clauses of article R 313-1 of
the Monetary and Financial Code, the applicable annual percentage rate to the
factoring advances is set on the date of this document at 2.60% per year.


 


This rate is calculated for information only on the
basis of a calendar year, or 365 days (366 in leap years), by placing it,
during the life of the contract, in consideration of the terms and conditions
applicable to its normal functioning, and therefore within the following cases:


 


·                  financing on transferred debts of: 43800000 EUR (INCLUSIVE OF TAX)


·                  an average payment time-limit for Purchasers of: 45 calendar days


·                  a special financing commission rate (see article 23) of 2.30% per year


·                  a Guarantee Fund withdrawal rate (see article 20) of: 10.00%


 


Article 31: Documents and information to send to the Factor


 


The intermediate half-yearly accounting scenarios that
the Company is liable to establish, copy of the reminder procedure as well as
the customers/suppliers quarterly balance.


 


Article 32: Coming into effect of the contract


 


Coming into effect of the contract is subordinated on
reception of the following items:


 


·                  sending by the Company from initial handing over of the debts for the old
balance;


·                  recovery procedures of the Company set out by its legal representative as
well as implementation of IT Relations – RIV, complying with the specifications
of the IT Terms and Conditions.


 


Article 33 – Signatories


 


The signatories of this contract are the legal
representatives of the Company and of the Factor or their duly authorized
representatives. They act as proxy in respect for the party they represent of
the contractual obligations incumbent on the latter.


 


Completed in two copies in Paris La Défense, on


 


20 September 2010


 


5

















 


	
  THE COMPANY

  	
  THE FACTOR

  
	
  Represented by Mr. Pierre EYBRALY

  	
  Represented by Mr. Bernard SANCIER

  
	
  General Manager

  	
  General Manager

  



 


Authorized stamps and signatures


 


[stamp]


	
  CXR

  ANDERSON  

  JACOBSON

  	
  Rue de l’omette

  28410 ABONDANT

  	
   

  
	
  Tel.
  02 37 62 88 00 – Fax 02 37 62 88 01

  	
   

  
	
  R.C.S.
  Dreux – SIREN 785 754 706

  	
   

  



 
















 


AMENDMENT NO. 2 TO FACTORING AGREEMENT NO.
024283


 


	
  Entered into between: CXR
  ANDERSON JACOBSON

  	
   

  
	
  S.A.S. [Simplified Joint Stock Company] with
  capital of €1,350,000.00

  	
   

  
	
  Registered office: Rue de l’omette – 28410
  ABONDANT

  	
   

  
	
  R.C.S. [Trade and Company Register]
  785.754.706.001.39

  	
  hereinafter
  referred to as the Company;

  
	
   

  	
   

  
	
  and FACTOCIC

  	
   

  
	
  FACTOCIC, Public Limited Company with capital of
  7,680,000 euros,

  	
   

  
	
  Financial Company chartered by the Committee of
  Credit Institutions

  	
   

  
	
  Registered office: Tour Facto 92988 PARIS LA
  DEFENSE CEDEX

  	
   

  
	
  R.C.S. Nanterre B 380.307.413

  	
  hereinafter
  referred to as the Factor;

  



 


New articles for special terms of the factoring agreement:


 


Preliminarily, it is stated that the Company and the
Factor have agreed, as professionals, to expressly to dispense with items 1 to
5 of Article 1369-4 of the Civil Code, as well as the provisions of Article 1369-5
of that Code with respect to the conclusion of the factoring agreement, as well
as the its amendments and annexes.


 


Article No. 34 – e-médi@t – option 3


 


1 – Purpose of the Service


 


The e-médi@t service, hereinafter referred to as “the
Service,” enables the company to undertake online:


 


· the
transfer of receivables in the form of computerized subrogation releases and


· the
issuance of computerized payment orders


 


with complete security thanks to the use of an
electronic signature by means of an electronic certificate delivered by an
approved certification authority (see Decree No. 2001-272 of MARCH 30,
2001).


 


2 – Availability and Suspension of the Service


 


a)              As the Service is secured through the use of electronic signatures, its
availability is subject to:


 


· the
signing of a contract for subscribing to a level 3+ electronic certification
service with one of the providers referred by the Factor,


· the
legalization of a power-of-attorney for each holder of an electronic
certificate, in addition to the legal representative of the Company.


 


The transactions consummated electronically between
the Company and the Factor within the scope of the e-médi@t Service shall be validly
concluded upon verification by us of the validity of your electronically signed
order.


 


The Factor cannot guarantee the availability of the
Service, which may be subject to interruptions particularly due to an interruption
of the Internet network or a temporary failure of the computer equipment.


 


b)             The Factor may be compelled to suspend all or part of the Service in the
event of:


 


·
impairment of the operation of the factoring agreement,


·
deterioration of the financial situation of the Company,


·
distraint(s) or an equivalent proceeding(s) against the Company,


·
cancellation of this agreement during the prior notification period.


 


3 – Electronic Certificate – Power-of-Attorney


 


The electronic certificates and powers-of-attorney
must be consistent with one another to enable in all circumstances
(interruption or suspension of the network or of the Service, etc.) the
continuity of the operation of the factoring agreement, with, if applicable, at
the the Company’s initiative, upon simple notification that will be sent to it,
continuation of the performance of the factoring agreement in paper form.


 

















 


The Company thus undertakes to notify the Factor
within twelve working hours of any new power-of-attorney and/or any revocation
of prior powers-of-attorney made by the provider of the electronic
certification. Consequently, the Factor will not be held liable in the event
that the Company should breach the above-mentioned provisions.


 


024283


4 – Details of the Option


 


Following the processing of two computerized
subrogation releases, the Company will be dispensed from sending the invoices
and supporting documents pursuant to Article No. 17. “The public and
private contracts, the purchase orders, the accepted quotations, the order
confirmations, the signed delivery orders, and the pick-up orders signed by the
transporter must be available within the Company” of the Special Terms.


 


Nevertheless, the Factor may, on the basis of a random
inspection system, require the transmission of certain invoices and supporting
documents at any time.


 


If these items are not received within the time limit
allowed, the Factor reserves the right to then transfer said receivables to the
escrow account by debiting the current account (definancing) and/or to require
transmission of the invoices and supporting documents in support of each
remittance.


 


The billing of this service is included in the monthly
flat rate indicated in the purchase order attached in annex for a maximum of 15
transactions (transaction shall be understood to mean any transmission, the
signature of which has been validated by the approved provider and the
recording of which has been confirmed by the Factor). The Factor may make
payment, free-of-charge, by order and on behalf of the Company, of all sums due
by the Company to the approved certifying beneficiary  by
charge to the current account of the Company, up to the date that the
cancellation of the factoring agreement takes place or that the electronic
certification, if applicable.


 


If the needs of the Company should exceed the 15
transactions included in the flat rate, each additional operation may be billed
at EUR 1.90 excluding tax.


 


Article 35: Collection of information of a personal nature


 


With respect to the provisions of Law No. 78-17
of January 6, 1978, amended by the Law of August 6, 2004, relative to
computerized processing, to files and to freedoms, the Factor utilizes an
automated processing of personal information of the managers and of some of their
agents, specifically the representatives or the attorneys-in-fact signing the
subrogation releases and related documents.


 


Information of a personal nature is processed and
retained for a purpose strictly necessary for the services rendered within the
context hereof. The Factor may, however, need to transmit it to other companies
of the group to which it belongs, within the scope of applicable laws or
regulations. With respect thereto, the Company shall be accountable for
allowing its managers and agents to transmit the information mentioned in the
preceding article.


 


The concerned persons may request communication of
their personal information and request that any inaccurate information
concerning them be corrected or removed by contacting the sales department of
the Factor at the address mentioned in the heading of this agreement.


 


The Company undertakes to inform its concerned
managers and agents of the existence, the methods and the purpose of the
automated processing by the Factor undertaken within the context hereof.


 


The other general and special terms of the agreement
remain unchanged.


 


This amendment will take effect from the day of its
signing.


 


Executed in two counterparts in Paris, on


 


ANNEX – Purchase order


 


THE COMPANY                                                               THE
FACTOR


On September 2, 2010


 


Authorized Seals and Signatures


[stamp]


	
  CXR  

  ANDERSON  

  JACOBSON

  	
  Rue de l’omette

  28410 ABONDANT

  	
   

  
	
  Tel.
  02 37 62 88 00 – Fax 02 37 62 88 01

  	
   

  
	
  R.C.S.
  Dreux – SIREN 785 754 706

  	
   

  



 

















 


CONVEYANCE OF PROFESSIONAL RECEIVABLES


Article L.313-23 to L.313-34 of The
Monetary and Financial Code


 


	
  Beneficiary
  Institution

  	
  Assignor

  
	
   

  	
   

  
	
  CICCIO

  	
  CXR
  ANDERSON JACOBSON

  
	
  9,
  Place Marceau

  	
  Rue
  de l’omette

  
	
  B.P.
  9

  	
  28410
  ABONDANT

  
	
  28001
  CHARTRES CEDEX

  	
   

  



 


This schedule, subject to the provisions of Articles
L.313-23 to L.313-34 of The Monetary and Financial Code, on the one hand, and
to the signed special covenants, on the other hand, concerns the following
receivables enumerated here. It is deemed to be endorsable.


 


	
  Designation
  and address of the debtor

  	
  Designation
  of the account receivable

  
	
   

  	
   

  
	
  FACTOCIC

  	
  All
  amounts payable in connection with the credit balance of the current account
  of the factoring agreement No. 024283 CXR ANDERSON JACOBSON upon the closing
  of the accounts.

  
	
  Public
  Limited Company with capital of € 7,680,000, the registered office of which
  is at:

  
	
  Tour
  Kupka – 18, Rue Hoche - 92988 PARIS LA DEFENSE

  
	
   

  	
   

  
	
  Date
  of the assignment

  	
  Signature
  and seal of the assignor

  
	
   

  	
  [stamp]

  
	
  On
  September 2, 2010

  	
  CXR

  	
   

  
	
   

  	
  ANDERSON

  	
  Rue
  de l’omette

  
	
   

  	
  JACOBSON

  	
  28410
  ABONDANT

  
	
   

  	
  Tel. 02 37 62 88 00 – Fax 02 37 62 88 01

  
	
   

  	
  R.C.S. Dreux – SIREN 785 754 706

  



 


	
  CES/024283

  	
  GN09

  



 

















 


PURCHASE ORDER corporate e-services 


 


Corporate e-services


 


	
  ·
  e-defact

  	
  o €
  15 Excl. Tax

  



 


Computerized and secure transmission of your invoices,
supporting documents and subrogation releases.


 


The qualification of your customers item is available
through Siretage


 


	
  ·
  e-médiat

  	
  x  € 22 Excl. Tax

  



 


Access to the e-médiat service for the computerized
management of your financing requests in real time and in a secure environment.
Up to 15 monthly transactions; refer to the attached pricing for all additional
transactions.


 


	
  ·
  Computerized promissory notes

  	
  o €
  8 Excl. Tax

  



 


Financing of your CIC account within 24 hours.


 


Automatic e-mail to your CIC bank notifying the
issuance of a promissory note and/or bank transfer is available.


 


	
  ·  Factocic Net

  	
  x € 40 Excl. Tax

  



 


Requests for guarantees, access via the Internet,
account and statistical queries, secure sharing of information within the
company, downloading and remote transmission.


 


Tax exclusive total of the chosen
services: 62 Excluding tax


 


1)  General remarks: In order to enable the company to have access to all the management information
within the context of the agreement, the factor has established data
communication (Internet and specific software) services, the content and the
operating methods of which are described in the customer guide. Access to these
services requires the use of a microcomputer. The company assumes all the
relative costs, including those for telecommunications. The services can only
be accessed through confidential codes and an identification code and a
password, which are notified to the company upon the signing hereof.


 


2)  Industrial property rights – Granting of a license – All the
industrial property rights and copyrights relative to the data communication
services, their presentation, content, (software, visual and sound functions,
articles and in general all the information appearing therein) are works
protected by the Industrial Property Code and International Conventions on
Copyrights, which belong exclusively to the factor, in the old, current or
future versions.


 


Any reproduction or dissemination, in whole or in
part, by any means whatever, is expressly prohibited without the written and
prior consent of the Factor:


 


The Factor grants to the company the non-exclusive
right to use its specific software mentioned in 1 above, for its own use alone
and for the sole purpose of performing, within the context of the performance
of the agreement, the operations described in the customer guide.


 


The company is obligated to respect the terms of the
license agreement that is delivered to it with the software. It undertakes to
return it to the Factor at the end of the agreement and to destroy all the
copes that it has made of it.


 


3)  Liability of the Factor – The Factor cannot be held liable for the improper operation of the
telephone lines, the equipment necessary for the use of the data communication
services, for the use that is made of them, or for the results obtained.
Furthermore, it shall have the right to interrupt or to modify the operation of
the services, at any time, specifically for the purpose of maintaining their
quality, reliability, security or performances. In no case can it be held
liable the consequences, particularly loss of data, loss of operation or any
other financial loss that would result from one of the preceding events.


 


4)  Confidentiality – Liability – The Factor has taken all measures for the purpose of protecting the
confidentiality of the access to the information. The company undertakes to
keep the access codes secret. It alone is responsible for the codes and the
conservation of them, for their confidentiality and their use. The Factor
cannot be held liable in case of fraudulent or improper use due to a voluntary
or involuntary disclosure of any of the confidential codes attributable to the
company. The latter further guarantees that it will at all times observe 


 

















 


all the laws and regulations applicable to the use of
the data communication services. It shall answer for the respect for the
provisions of this article by its staff.


 


5) Pricing – The Company e-services
are billed at the beginning of the month at the above-indicated monthly rates.
They are subject to review at the beginning of each civil year.


 


Failure to use the e-defact and e-médiat services or
to transmit your subrogation releases by computer file shall entail a billing
of € 10 excluding tax per release.


 


Factocic


Factor of Development


Tour Facto - 92988 PARIS LA DEFENSE Cedex


 


Corporate e-services SUBSCRIPTION


www.factocic.fr


 


	
  Company:

  	
    CXR ANDERSON JACOBSON

  	
  Seller
  code: 024283

  	
   

  
	
  Address:

  	
  Rue
  de l’omette

  	
  Name:
  

  	
  Mr.
  Pierre EYBRALY

  
	
  Postal
  Code:

  	
  28410    City: ABONDANT

  	
  Function
  of the signatory

  	
  Assistant
  General Manager

  
	
  Date:

  	
  September
  2, 2010

  	
   

  	
   

  
	
   

  	
   

  	
  Seal and signature

  
	
   

  	
   

  	
  September 2, 2010

  
	
   

  	
   

  	
  [signature]

  



 

















 


POWER OF ATTORNEY


APPENDIX TO THE FACTORING CONTRACT NR. 024283  on this date 08/20/2010


 


I, the undersigned, Mr. Pierre EYBRALY


 


	
  Born on

  	
  04/21/1954
  [handwritten]

  	
   

  
	
   

  	
   

  	
   

  
	
  Living at the address:

  	
  66 Route Lignerolles

  	
  27810 MARCILLY / EURE [handwritten]

  
	
   

  	
   

  	
   

  
	
  Acting as the General
  Director

  	
  Adjunct
  [handwritten]

  	
   

  
	
   

  	
   

  	
   

  
	
  of the CXR ANDERSON
  JACOBSON Company

  	
   

  	
  with a capital of 1,350,000.00 € EUR

  
	
   

  	
   

  	
   

  
	
  Simplified Limited
  Liability Company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  With headquarters at: Rue
  de l’ornette – 28410 ABONDANT

  	
   

  
					



 


	
   

  	
   

  	
  hereafter referred to as “the company”

  



 


·                  considering
the reference factoring contract entered into between the company and FACTOCIC,
public limited company with headquarters at TOUR FACTO, 92988 PARIS LA DEFENSE,
hereafter referred to as “the Factor”.


 


·                  delegates
through this present the following authorities to


Mrs. Magali
Inizan [handwritten]


 


living at


50 rue Albert Sarraut 78000
VERSAILLES [handwritten]


 


1 – Surrogate in my name and stead the Factor in the
rights related to the credits of the company, sign all subrogation releases and
all transfer and credit transfer deeds.


2 – Use all existing or potential accounts in the name
of the company for the Factor, make all payments or withdrawals, emit and sign
all debit orders.


3 – Accept, subscribe, endorse and pay all commercial
papers, extend all deadlines, certify all invoices.


4 – More generally, do whatever may be deemed
necessary for the complete execution of the factoring contract referred to
above.


 


·                  I
declare the Factor discharged of any and all responsibility with regard to the
consequences that may result from the present mandate, that will remain valid
until express revocation by certified mail to the Factor.


 


Made in Paris La Défense, on
08/20/2010 [handwritten]


 


·                  constituent’s
signature preceded by the handwritten words “good for authority”


 


·                  constituent’s
signature preceded by the handwritten words “good for acceptance”


 


·                  company
seal


 


	
  Good for authority [handwritten]

  	
   

  	
  Good for acceptance [handwritten]

  
	
  [stamp]

  	
   

  	
   

  
	
  CXR

  	
   

  	
   

  	
  

  
	
  ANDERSON

  	
  Rue
  de l’omette

  	
   

  
	
  JACOBSON

  	
  28410
  ABONDANT

  	
   

  
	
  Tel. 02 37 62 88 00 – Fax
  02 37 62 88 01

  	
   

  
	
  R.C.S. Dreux – SIREN 785
  754 706

  	
   

  
	
  PR

  	
   

  	
  GN06