Exhibit 10.3


                        FACTORING AND SECURITY AGREEMENT
                        --------------------------------


         THIS FACTORING AGREEMENT is made effective as of March 15, 2002 by and
between Health & Nutrition Systems International, Inc., a Florida Corporation
("Seller") and LSQ FUNDING GROUP L.C., a Florida limited liability company
("Purchaser").

1. SALE; PURCHASE PRICE; BILLING; RESERVE
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     1.1. ASSIGNMENT AND SALE.

          1.1.1. Seller shall offer to sell to Purchaser as absolute owner such
of Seller's Accounts as are listed from time to time on a Schedule of Accounts.

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

          1.1.3. Purchaser shall purchase from Seller such Accounts as Purchaser
determines to be Eligible Accounts, so long as the Balance Subject to Funds
Usage Fee does not exceed, before and after such purchase, the Maximum Amount.

          1.1.4. Purchaser shall pay the Purchase Price, less any amounts due to
Purchaser from Seller, including, without limitation, any amounts due under
Section 1.3.2 hereof, of any Purchased Account, to Seller's Deposit Account
within one (1) Business Day of the Purchase Date, whereupon such Account shall
be deemed purchased hereunder.

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

     1.3. RESERVE ACCOUNT

          1.3.1. Purchaser may apply a portion of any Purchase Price to the
Reserve Account in the amount of the Reserve Shortfall.

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

          1.3.3. Purchaser shall pay to Seller upon Seller's request, any amount
by which the Reserve Account exceeds the Required Reserve Amount.

          1.3.4. Purchaser may charge the Reserve Account with any Obligation,
including any amounts due from Seller to Purchaser hereunder.

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

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2. AUTHORIZATION FOR PURCHASES Subject to the terms and conditions of this
agreement, Purchaser is authorized to purchase Accounts upon telephonic,
facsimile, or other instructions received from the officers of Seller whose
signatures appear on the signature card delivered to Purchaser in connection
herewith.

3. FEES AND EXPENSES. Seller shall pay to Purchaser:
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     3.1. FACTORING FEES.

          3.1.1. Initial Fee. the Initial Fee, payable in consideration of the
rendering of the Credit and Collection Services, which will be deducted from the
Purchase Price.

          3.1.2. Funds Usage Fee.

               3.1.2.1. A Funds Usage Fee, earned daily, to be paid monthly on
the last day of the month in which it accrues.

               3.1.2.2. Notwithstanding Section 3.1.2.1, the Funds Usage Fee
shall not accrue and be payable on any funds subject to the Default Charge.

     3.2. OTHER FEES.

          3.2.1. Misdirected Payment Fee. any Misdirected Payment Fee
immediately upon its accrual.

          3.2.2. Default Charge. the Default Charge, immediately upon its
accrual, on:

               3.2.2.1. all past due amounts due from Seller to Purchaser
hereunder; and

               3.2.2.2. the amount of any Reserve Shortfall.

          3.2.3. Early Termination Fee. the Early Termination Fee if Seller
terminates this agreement prior to a termination date set forth in Section 13.

          3.2.4. Missing Notation Fee. The Missing Notation Fee on any Invoice
that is sent by Seller to an Account Debtor which does not contain the notice as
required by Section 8.8 hereof.

     3.3. REIMBURSABLE EXPENSES. The expenses directly incurred by Purchaser in
the administration of this agreement such as wire transfer fees, overnight mail
delivery, check certification, UCC filing and search fees, and audit fees. These
fees shall be charged against Seller's Reserve Account. In the event that the
Reserve Account is inadequate to cover such charges, Seller shall reimburse
Purchaser within three business days after receipt by Seller of invoices from
Purchaser.

4. REPURCHASE OF ACCOUNTS.
   -----------------------

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

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

          4.1.2. Any Purchased Account for with Seller has breached its warranty
under Section 11 hereunder.

          4.1.3. Any Purchased Account owing from an Account Debtor which in
Purchaser's reasonable credit judgment has become insolvent.

          4.1.4. all Purchased Accounts upon the occurrence of an Event of
Default, or upon the effective date of termination of this agreement;

          4.1.5. any Purchased Account which remains unpaid beyond the Late
Payment Date.

     4.2. The repurchase of a Purchased Account shall not constitute a
reassignment thereof and Purchaser shall retain its security interest therein.

5. CLEARANCE DAYS. For all purposes under this agreement, Clearance Days will be
added to the date on which any payment is received by Purchaser.

6. SECURITY INTEREST.
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     6.1. To secure payment and performance of the Obligations, Seller grants to
Purchaser a continuing first priority security interest in and to the
Collateral.

     6.2. Notwithstanding the creation of the above security interest, the
relationship of the parties shall be that of Purchaser and Seller of accounts,
and not that of lender and borrower.

7. AUTHORIZATION TO PURCHASER.
   --------------------------

     7.1. Seller hereby irrevocably authorizes Purchaser and any designee of
Purchaser, at Seller's sole expense, to exercise at any times in Purchaser's or
such designee's discretion all or any of the following powers until all of the
Obligations have been paid in full: (a) receive, take, endorse, assign, deliver,
accept and deposit, in the name of Purchaser or Seller, any and all cash,
checks, commercial paper, drafts, remittances and other instruments and
documents relating to the Purchased Accounts, or after an Event of Default, the
other Collateral or the proceeds thereof, (b) take or bring, in the name of
Purchaser or Seller, all steps, actions, suits or proceedings deemed by
Purchaser necessary or desirable to effect collection of or other realization
upon the Purchased Accounts, and after an Event of Default, the other
Collateral, (c) after an Event of Default, change the address for delivery of
mail to Seller and to receive and open mail addressed to Seller, (d) after an
Event of Default, extend the time of payment of, compromise or settle for cash,
credit, return of merchandise, and upon any terms or conditions, any and all
accounts or other Collateral which includes a monetary obligation and discharge
or release any account debtor or other obligor (including filing of any public


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record releasing any Lien granted to Seller by such account debtor), without
affecting any of the Obligations, (e) execute in the name of Seller and file
against Seller in favor of Purchaser financing statements or amendments with
respect to the Collateral, (f) pay any sums necessary to discharge any Lien or
encumbrance which is senior to Purchaser's security interest in the Collateral,
which sums shall be included as Obligations hereunder, and in connection with
which sums the Late Charge shall accrue and shall be due and payable, and (g)
file in the name of Seller or Purchaser or both (1) mechanics lien or related
notices, or (2) claims under any payment bond, in connection with goods or
services sold by Seller in connection with the improvement of realty, (h) at any
time, irrespective of whether an Event of Default has occurred, without notice
to or the assent of Seller, notify any Account Debtor obligated with respect to
any Purchased Account, that the underlying Purchased Account has been assigned
to Purchaser by Seller and that payment thereof is to be made to the order of
and directly and solely to Purchaser, or after an Event of Default, without
notice or the assent of Seller, notify any Account Debtor obligated with respect
to any account of Seller, that the underlying account has been assigned to
Purchaser by Seller and that payment thereof is to be made to the order of and
directly and solely to Purchaser, and (i) communicate directly with Seller's
Account Debtors to verify the amount and validity of any Purchased Account
created by Seller, or after an Event of Default, communicate directly with
Seller's Account Debtors to verify the amount and validity of any account
created by Seller.

     7.2. Seller hereby releases and exculpates Purchaser, its officers,
employees and designees, from any liability arising from any acts under this
agreement or in furtherance thereof whether of omission or commission, and
whether based upon any error of judgment or mistake of law or fact, except for
willful misconduct. In no event will Purchaser have any liability to Seller for
lost profits or other special or consequential damages. Without limiting the
generality of the foregoing, Seller releases Purchaser from any claims which
Seller may now or hereafter have arising out of Purchaser's endorsement and
deposit of checks issued by Seller's customers stating that they were in full
payment of an account, but issued for less than the full amount which may have
been owed on the account.

     7.3. Seller authorizes Purchaser to accept, endorse, and deposit on behalf
of Seller any checks tendered by an account debtor "in full payment" of its
obligation to Seller. Seller shall not assert against Purchaser any claim
arising therefrom, irrespective of whether such action by Purchaser effects an
accord and satisfaction of Seller's claims, under ss.3-311 of the UCC, or
otherwise.

8. COVENANTS BY SELLER.
   -------------------

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

     8.2. From time to time as requested by Purchaser, at the sole expense of
Seller, Purchaser or its designee shall have access, during reasonable business
hours if prior to an Event of Default and at any time if on or after an Event of
Default, to all premises where Collateral is located for the purposes of
inspecting (and removing, if after the occurrence of an Event of Default) any of
the Collateral, including Seller's books and records, and Seller shall permit
Purchaser or its designee to make copies of such books and records or extracts
therefrom as Purchaser may request. Without expense to Purchaser, Purchaser may
use any of Seller's personnel, equipment, including computer equipment,
programs, printed output and computer readable media, supplies, and premises for


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the collection of Purchased Accounts and realization on other Collateral as
Purchaser, in its sole discretion, deems appropriate. Seller hereby irrevocably
authorizes all accountants and third parties to disclose and deliver to
Purchaser at Seller's expense all financial information, books and records, work
papers, management reports, and other information in their possession relating
to Seller.

     8.3. Before sending any invoice evidencing a Purchased Account to the
Account Debtor, Seller shall mark same with a notice of assignment as may be
required by Purchaser.

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

     8.5. Seller shall not create, incur, assume, or permit to exist any Lien
upon or with respect to any Collateral now owned or hereafter acquired by
Seller.

     8.6. Seller shall maintain insurance on all insurable property owned or
leased by Seller in the manner, to the extent and against at least such risks
(in any event, including but not limited to fire and business interruption
insurance) as usually maintained by owners of similar businesses and properties
in similar geographic areas. All such insurance shall be in amounts and form and
with insurance companies acceptable to Purchaser in its sole discretion. Seller
shall furnish to Purchaser: (a) upon written request, any and all information
concerning such insurance carried; (b) as requested by Purchaser, lender loss
payable endorsements (or their equivalent) in favor of Purchaser. All policies
of insurance shall provide for not less than thirty (30) days prior written
cancellation notice to Purchaser.

     8.7. Notwithstanding that Seller has agreed to pay the Misdirected Payment
Fee pursuant to Section 3.2.1 hereof, Seller shall deliver in kind to Purchaser
on the next Business Day following the date of receipt by Seller of the amount
of any payment on account of a Purchased Account.

     8.8. Before sending any Invoice to an Account Debtor, Seller shall mark
same with a notice of assignment as may be required by Purchaser.

     8.9. AVOIDANCE CLAIMS.

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

          8.9.2. Seller shall notify Purchaser within two Business Days of its
becoming aware of the assertion of an Avoidance Claim.

          8.9.3. This Section shall survive the termination of this agreement.

9. ACCOUNT DISPUTES. Seller shall notify Purchaser promptly of and, if requested
by Purchaser, will settle all disputes concerning any Purchased Account, at
Seller's sole cost and expense.

10. PERFECTION OF SECURITY INTEREST. Seller shall execute and deliver to
Purchaser such documents and instruments, including, without limitation, UCC
financing statements, as Purchaser may request from time to time in order to
evidence and perfect its security interest in any collateral securing the
Obligations.

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11. REPRESENTATIONS AND WARRANTIES. To induce Purchaser to enter into this
agreement and to purchase the Purchased Accounts hereunder, Seller hereby
represents and warrants to Purchaser as follows (each of which representations
and warranties shall be deemed to be continuing and to have been restated and
reaffirmed on each occasion that Seller submits a Schedule of Accounts to
Purchaser):

     11.1. it is fully authorized to enter into this agreement and to perform
hereunder;

     11.2. this agreement constitutes a legal and valid obligation that is
binding upon it and that is enforceable against it in accordance with the terms
hereof.

     11.3. Seller is solvent and in good standing in the state of its
organization. Except as disclosed in Seller's periodic reports filed with the
Securities and Exchange Commision, [sic]

     11.4. there are no pending actions, suits, or other legal proceedings of
any kind (whether civil or criminal) now pending (or, to Seller's knowledge,
threatened) against Seller, the adverse result of which would in any material
respect affect the property or financial condition, or threaten the continued
operations, of Purchaser;

     11.5. Seller has not conducted business under or used any other name,
whether legal or fictitious;

     11.6. each financial statement of Seller provided to Purchaser, whether
provided prior to or after the date of this agreement, is true and correct in
all material respects.

     11.7. The Purchases Accounts are and will remain:

          11.7.1. bona fide existing obligation created by the sale and delivery
of goods or the rendition of services in the ordinary course of Seller's
business; and

          11.7.2. unconditionally owed and will be paid to Purchaser without
defenses, disputes, offsets, counterclaims, or rights of return or cancellation;

     11.8. Purchase has not received notice of actual or imminent bankruptcy,
insolvency, or material impairment of the financial condition of any applicable
Account Debtor regarding Purchased Accounts.

12. DEFAULT.
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     12.1. EVENTS OF DEFAULT. The occurrence or existence of any of the
following events or conditions shall constitute an Event of Default hereunder:
(a) Seller defaults in the payment of any of the Obligations or in the
performance of any provision hereof or of any other agreement now or hereafter
entered into with Purchaser, or any warranty or representation contained herein
proves to be false, (b) Seller or any guarantor of any of the Obligations
becomes subject to any debtor-relief proceedings, including by way of the
commencement of any petition for relief filed by or against Seller or any
guarantor under any chapter of the federal bankruptcy laws, (c) any such


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guarantor fails to perform or observe any of such guarantor's obligations to
Purchaser or shall notify Purchaser of its intention to rescind, modify,
terminate, or revoke any guaranty of any of the Obligations, or any such
guaranty shall cease to be in full force and effect for any reason whatever, (d)
Purchaser for any reason, in good faith, deems itself insecure with respect to
the prospect of repayment or performance of any Obligations of Purchaser to be
repaid or performed by Purchaser pursuant to the terms of this Agreement.

     12.2. WAIVER OF NOTICE. SELLER WAIVES ANY REQUIREMENT THAT PURCHASER INFORM
SELLER BY AFFIRMATIVE ACT OR OTHERWISE OF ANY ACCELERATION OF SELLER'S
OBLIGATIONS HEREUNDER. FURTHER, PURCHASER'S FAILURE TO CHARGE OR ACCRUE INTEREST
OR FEES AT ANY "DEFAULT" OR "PAST DUE" RATE SHALL NOT BE DEEMED A WAIVER BY
PURCHASER OF ITS CLAIM THERETO.

     12.3. EFFECT OF DEFAULT.

          12.3.1. Upon the occurrence of any Event of Default, in addition to
any rights Purchaser has under this agreement or applicable law:

               12.3.1.1. Purchaser may immediately terminate this agreement, at
which time all Obligations shall immediately become due and payable without
notice, and

               12.3.1.2. the Default Charge shall accrue and be payable on any
Obligation not paid when due.

13. TERMINATION; EFFECTIVE DATE. This agreement will be effective when executed
by Purchaser, will continue in full force and effect for one (1) year
thereafter, and shall be further annually extended automatically unless Seller
shall have given Purchaser written notice of its intention to terminate at least
sixty (60) days prior to each such anniversary, whereupon this agreement shall
terminate on said anniversary. Either party can terminate the agreement at any
time with sixty days written notice to the other party. Upon termination Seller
shall pay the Obligations to Purchaser.

14. ENFORCEMENT. This agreement and all agreements relating to the subject
matter hereof are the product of negotiation and preparation by and among each
party and its respective attorneys, and shall be construed accordingly.
Accordingly, no provision of this agreement shall be construed against or
interpreted to the disadvantage of any party hereto by any court or other
governmental or judicial party by reason of such party having, or being deemed
to have, structured, drafted, or dictated such provision.

15. AMENDMENT. Neither this agreement nor any provisions hereof may be changed,
waived, discharged, or terminated, nor may any consent to the departure from the
terms hereof be given, orally (even if supported by new consideration), but only
by an instrument in writing signed by all parties to this agreement. Any waiver
or consent so given shall be effective only in the specific instance and for the
specific purpose for which given.

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16. NO LIEN TERMINATION WITHOUT RELEASE. In recognition of the Purchaser's right
to have its attorneys' fees and other expenses incurred in connection with this
agreement secured by the Collateral, notwithstanding payment in full of all
Obligations by Seller, Purchaser shall not be required to record any
terminations or satisfactions of any of Purchaser's Liens on the Collateral
unless and until Seller has executed and delivered to Purchaser a general
release in a form reasonably satisfactory to Purchaser. Seller understands that
this provision constitutes a waiver of its rights under ss.ss.9-509(d)(2) and
9-513 of the UCC.

17. ACCOUNT STATED. Purchaser shall render to Seller a statement setting forth
the transactions arising hereunder. Each statement shall be considered correct
and binding upon Seller as an account stated, except to the extent that
Purchaser receives, within thirty (30) days after the mailing of such statement,
written notice from Seller of any specific exceptions by Seller to that
statement, and then it shall be binding against Seller as to any items to which
it has not objected.

18. CONFLICT. Unless otherwise specifically stated in any other agreement
entered into between Purchaser and Seller hereafter, if a conflict exists
between the provisions of this agreement and the provisions of such other
agreement, the provisions of this agreement shall control.

19. SURVIVAL. All representations, warranties, and covenants contained in this
agreement shall be and remain effective for so long as this agreement has not
been terminated in accordance with its terms or any of the Obligations remain
outstanding

20. NO WAIVER; CUMULATIVE NATURE OF RIGHTS AND REMEDIES. No failure to exercise
and no delay in exercising any right, power, or remedy hereunder shall impair
any right, power, or remedy which Purchaser may have, nor shall any such delay
be construed to be a waiver of any of such rights, powers, or remedies, or any
acquiescence in any breach or default hereunder; nor shall any waiver by
Purchaser of any breach or default by Seller hereunder be deemed a waiver of any
default or breach subsequently occurring. All rights and remedies granted to
Purchaser hereunder shall remain in full force and effect notwithstanding any
single or partial exercise of, or any discontinuance of action begun to enforce,
any such right or remedy. The rights and remedies specified herein are
cumulative and not exclusive of each other or of any rights or remedies which
Purchaser would otherwise have. Any waiver, permit, consent or approval by
Purchaser of any breach or default hereunder must be in writing and shall be
effective only to the extent set forth in such writing and only as to that
specific instance.

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

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

23. REIMBURSEMENT OF EXPENSES. Seller agrees to reimburse Purchaser on demand
for the actual amount of all reasonable costs and expenses, including attorneys'
fees, which Purchaser has incurred or may incur in (a) negotiating, preparing,
or administering this agreement and any documents prepared in connection
herewith, all of which shall be paid contemporaneously with the execution
hereof, and (b) protecting, preserving, or enforcing any Lien, security
interest, or other right granted by Seller to Purchaser or arising under
applicable law, whether or not suit is brought. Any such costs and expenses
incurred subsequent to the execution hereof shall become part of the Obligations
when incurred and may be added to the outstanding principal amount due
hereunder.

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24. ENTIRE AGREEMENT. This agreement supersedes all prior or contemporaneous
agreements and understandings between said parties, verbal or written, express
or implied, relating to the subject matter hereof. No promises of any kind have
been made by Purchaser or any third party to induce Seller to execute this
agreement. No course of dealing, course of performance or trade usage, and no
parole evidence of any nature, shall be used to supplement or modify any terms
of this agreement.

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

26. CONSTRUCTION OF AGREEMENT. Notwithstanding anything to the contrary set
forth in this agreement, in no event shall the rate or amount of fees or other
charges that are deemed interest under applicable law and that are charged or
collected hereunder exceed the maximum amount chargeable under applicable law
(it being the intent hereof that Purchaser not contract or receive and Seller
not pay interest in excess of the maximum authorized by applicable law); and, if
a court of competent jurisdiction determines that Purchaser has charged or
collected interest in excess of the highest lawful rate, Purchaser shall
promptly refund such excess to Seller and shall not otherwise be penalized.

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

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28. VENUE; JURISDICTION. The parties agree that any suit, action, or proceeding
arising out of the subject matter hereof, or the interpretation, performance, or
breach of this agreement, shall, if Purchaser so elects, be instituted in the
United States District Court for the Middle District of Florida or any court of
the State of Florida located in Orange County (each an "Acceptable Forum"). Each
party agrees that the Acceptable Forums are convenient to it, and each party
irrevocably submits to the jurisdiction of the Acceptable Forums, irrevocably
agrees to be bound by any judgment rendered thereby in connection with this
agreement, and waives any and all objections to jurisdiction or venue that it
may have under the laws of the State of Florida or otherwise in those courts in
any such suit, action, or proceeding. Should such proceeding be initiated in any
other forum, Seller waives any right to oppose any motion or application made by
Purchaser as a consequence of such proceeding having been commenced in a forum
other than an Acceptable Forum.

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

     29.2. All notices required to be given to Purchaser hereunder shall be
deemed given upon actual receipt by a responsible officer of Purchaser.

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

                                     SELLER
                                     ------

ADDRESS:          3750 Investment Lane, Suite 5
                  West Palm Beach, FL 33407

OFFICER:          Mr. Christopher Tisi, President and Chief Executive Officer

FAX NUMBER:       888-478-8467

                                    PURCHASER
                                    ---------

ADDRESS:          One South Orange Avenue
                  Suite 405
                  Orlando FL 32801

OFFICER:          Mr. Paul Ellenbogen, Executive Vice President

FAX NUMBER:       407-206-0025

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

31. DEFINITIONS. The following terms used herein shall have the following
meanings. All capitalized terms not herein defined shall have the meaning set
forth in the UCC:

     31.1. "AVOIDANCE CLAIM" - any claim that any payment received by Purchaser
from or for the account of an Account Debtor is avoidable under the Bankruptcy
Code or any other debtor relief statute.

     31.2. "BALANCE SUBJECT TO FUNDS USAGE FEE" - the unpaid Face Amount of all
Purchased Accounts minus the Reserve Account.

     31.3. "BUSINESS DAY" - a day of the week other than a Saturday, Sunday, or
a holiday under which banks located in the State of Florida are required or
permitted to be closed.

     31.4. "CLEARANCE DAYS" - five (5) Business Days for all payments.

     31.5. "COLLATERAL" - all now owned and hereafter acquired personal property
and fixtures, and proceeds thereof, (including proceeds of proceeds) including
without limitation:

          31.5.1. Accounts, including health-care insurance receivables;

          31.5.2. Chattel Paper;

          31.5.3. Inventory;

          31.5.4. Equipment;

          31.5.5. Instruments, including Promissory Notes;

          31.5.6. Investment Property;

          31.5.7. Documents;

          31.5.8. Deposit Accounts;

          31.5.9. Letter of Credit Rights;

          31.5.10. General Intangibles; and

          31.5.11. Supporting Obligations.

     31.6. "CREDIT AND COLLECTION SERVICES" - shall include the following
services performed by Purchaser on behalf of Seller as a result of the purchase
of accounts hereunder:

<PAGE>

          31.6.1. All accounts receivable record keeping, including the
recording of invoices and payments;

          31.6.2. Collection of accounts;

          31.6.3. Setting of such credit limits for sales by Seller as may be
required.

     31.7. "DEFAULT CHARGE" - Seven (7%) percent per day in excess of the Funds
Usage Fee Rate.

     31.8. "EARLY TERMINATION FEE" - NONE.

     31.9. "ELIGIBLE ACCOUNT" - an Account which is acceptable for purchase as
determined by Purchaser in its sole discretion.

     31.10. "EVENTS OF DEFAULT" - See Section 12.1

     31.11. "FACE AMOUNT" - the face amount due on an Account.

     31.12. "FUNDS USAGE FEE" - the product of the Funds Usage Fee Rate and the
Balance Subject to Funds Usage Fee.

     31.13. "FUNDS USAGE FEE RATE" - two (2) percent in excess of the Prime
Rate, calculated on the basis of the actual number of days elapsed in a year of
360 days.

     31.14. "INITIAL FEE" - the fee earned by Purchaser in consideration of its
performance of Credit and Collection Services, computed as the Initial Fee
Percentage multiplied by the Face Amount of each Purchased Account.

     31.15. "INITIAL FEE PERCENTAGE" - 2.125 percent.

     31.16. "LATE PAYMENT DATE" - the date which is sixty (60) days from the
date on which the Purchased Account was due; or in the case of Purchased
Accounts relating to invoices to General Nutrition Companies, Inc., the date
which is forty-five (45) days from the date on which such Purchased Account was
due.

     31.17. "LIEN" - any interest in property securing an Obligation owed to, or
a claim by, a person other than the owner of the property, whether such interest
is based upon common law, statute, or contract.

     31.18. "MAXIMUM AMOUNT" - $750,000.

     31.19. "MISDIRECTED PAYMENT FEE" - fifteen (15%) percent of the amount of
any payment on account of a Purchased Account which has been received by Seller
and not delivered in kind to Purchaser on the next Business Day following the
date of receipt by Seller.

     31.20. "MISSING NOTATION FEE" - 15% of the Face Amount.

<PAGE>

     31.21. "OBLIGATIONS" - all present and future obligations owing by Seller
to Purchaser whether or not for the payment of money, whether or not evidenced
by any note or other instrument, whether direct or indirect, absolute or
contingent, due or to become due, joint or several, primary or secondary,
liquidated or unliquidated, secured or unsecured, original or renewed or
extended, whether arising before, during, or after the commencement of any
bankruptcy case in which Seller is a Debtor, including but not limited to any
obligations arising pursuant to letters of credit or acceptance transactions or
any other financial accommodations.

     31.22. "PRIME RATE" - The prime rate announced by SunTrust Bank, Central
Florida, N.A., from time to time as its prime rate, whether or not such rate is
the lowest or best rate quoted by such bank to its most creditworthy customers.
Seller acknowledges that such bank charges interest at, above, and below its
announced prime rate

     31.23. "PURCHASE PRICE" - the unpaid Face Amount of an Account at the time
of purchase.

     31.24. "PURCHASED ACCOUNTS" - Accounts purchased hereunder which have not
been Repurchased.

     31.25. "PURCHASE DATE" - The date on which Seller has been advised in
writing that Purchaser has agreed to purchase an Account.

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

     31.27. "REQUIRED RESERVE AMOUNT" - the Reserve Percentage multiplied by the
unpaid Face Amount of Purchased Accounts.

     31.28. "RESERVE ACCOUNT" - an account or accounts on the books of Purchaser
reflecting transactions hereunder.

     31.29. "RESERVE PERCENTAGE" - Fifteen percent (15%), which percentage may
be revised at any time by Purchaser to protect Purchaser with regard to (i) any
indebtedness owing by Seller hereunder, or (ii) possible returns, claims or
defenses of any Account Debtor.

     31.30. "RESERVE SHORTFALL" - the amount by which the Reserve Account is
less than the Required Reserve Amount.

     31.31. "SCHEDULE OF ACCOUNTS" - a form supplied by Purchaser from time to
time wherein Seller lists such of its Accounts as it requests that Purchaser
purchase under the terms of this agreement.

     31.32. "SELLER'S DEPOSIT ACCOUNT" - any demand deposit account maintained
by Seller, or represented by an employee of Seller to be maintained by Seller,
wherever located.

     31.33. "UCC" - the Uniform Commercial Code (or any successor statute) as
adopted and in force from time to time in the State of Florida or, when the laws
of any other state govern the method or manner of the perfection or enforcement
of any security interest in any of the Collateral, the Uniform Commercial Code
(or any successor statute) as adopted and in force from time to time in such
state.

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

SELLER:

                                 By: /s/Christopher Tisi

                                 Name:    Christopher Tisi
                                       --------------------------------------

                                 Title:   C.E.O.
                                        -------------------------------------

PURCHASER:                       LSQ FUNDING GROUP L.C.

                                 By:      /s/Paul Ellenbogen
                                     ----------------------------------------

                                 Name:    Paul Ellenbogen
                                       --------------------------------------

                                 Title:   EVP.
                                        -------------------------------------