INTERNATIONAL HOLDINGS, INC.
                          ----------------------------

Date of Agreement: 2/11/00
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Full Legal Name of Business: AMERICAN QUANTUM CYCLES, INC. ("Associate")
                             ------------------------------
All DBA's:     None
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which represents that all of which name(s) have been properly filed and
published as Required by applicable law and the Principals ("Principals") listed
below, all the above whose mailing address are: 731 Washburn Road, Melbourne, FL
32934. Legal Form of Business: Corporation If Corporation/Limited Liability
Company/Partnership then: State of Incorporation/registration: Georgia and
INTERNATIONAL HOLDINGS, INC. ("IHI"), 4546 Barclay Drive, Suite C, Atlanta, GA
30338, agree as follows and establish the following factoring Agreement
("Agreement" or "Factor Agreement"):

A.   Associate desires to sell IHI from time to time to certain of Associate's
     accounts, contracts, contract rights and other forms of obligations for the
     payment of money and proceeds thereof arising out of bona fide contract to
     sell and/or sale and/or lease of Goods and Services (please see Exhibit C
     for complete definition of these, which are termed "Receivables" ).
     Receivables submitted to IHI are an accurate and undisputed statement of
     indebtedness by Customer to Associate as a result of an absolute sale /
     lease and not on consignment, or on approval, or hold basis, or subject to
     any other contingency, excepting only, in the case of a Purchase Order or
     Contract, the production and/or delivery of the Goods and Services required
     therein.

B.   The Approval as an Associate Letter dated 02/11/00 and the Application To
     Become An Associate dated 02/11/00 are incorporated in this Agreement By
     reference. It is agreed that this Agreement is intended only to benefit
     parties signatory to it and not to benefit any third parties.

C.   Performance of this Agreement shall be construed in accordance with and
     governed by the laws of the State of GEORGIA. In any action brought under
     or arising out of this Agreement, Associate and IHI hereby consent to the
     jurisdiction of any competent court within the County of DEKALB, State of
     GEORGIA and consent to service or process by any means authorized by
     GEORGIA law.

D.       The Authorized Representatives are:
<TABLE>
<CAPTION>

               Name                                                 Title                   Signature
<S>                                                                 <C>              <C>
            Richard K. Hagen                                         President       /s/     Richard K. Hagen
            ------------------------------------------------         ---------       --------------------------------

             Gary Irving                                              COO             /s/    Gary Irving
            -----------------------------------------------           --------       --------------------------------
  </TABLE>

E.   If Associate is a corporation / limited liability company / partnership
     (collectively the "Company" ): Resolution Authorizing Execution of a Factor
     Agreement and Sale of Receivables to INTERNATIONAL HOLDINGS, INC. RESOLVED,
     that Associate, a Company, is hereby authorized by action of its board of
     directors of governing body (collectively the "Board" ) unanimously adopted
     to enter into an Agreement with IHI, or successive agreements, extensions
     or amendments as provided in the Agreement between the Company and IHI,
     which will provide, among other things, for the sale, assignment and
     transfer of Receivables of the Company's books to account to IHI on such
     items and conditions as the Company and IHI may determine from time to
     time. FURTHER RESOLVED, that the Authorized Representatives set out in
     Paragraph D above be each of them acting alone hereby authorized and
     directed to do any of the following on behalf of the Company as such
     individual may approve as necessary or desirable in order to carry out the
     intent and purpose of these Resolutions and to effectuate the sale,
     assignment and transfer of Receivables to IHI, such action and approval to
     be conclusively evidenced by the execution by such individual(s) of the
     relevant document or taking of the necessary action: to execute the
     Agreement with IHI, including such successive agreements, extensions,
     additional documentation or amendments as provided in the Agreement between
     the Company and IHI, for amounts and on terms and conditions which the
     Authorized Representative shall determine from time to time is in the best
     interests of the Company.
<PAGE>

I HEREBY certify that the foregoing is a true and correct copy of a resolution
adopted by the Board of the Company held on , 20 . And that said resolution is
still in full force and effect.

<TABLE>

<S>                                                <C>
  /s/ Richard K. Hagen                              /s/ Gary Irving
  ----------------------------------------          ---------------------------------------
  President /Managing Member /                      Secretary / Member / Authorized Partner
  Authorized Partner Chairman of the Board          Secretary of the Board
</TABLE>

F.   The terms and conditions set forth above and in Articles I - XV (Exhibit
     A), the Commission Schedule (Exhibit B), Definitions (Exhibit C) and other
     Exhibits which follow are hereby agreed to as of the date set forth above.

G. Principals are individuals associated with Associate who, as consideration
and a material inducement to IHI for agreeing to enter into this Agreement,
agree jointly and severally enter into, to be bound by and honor its terms and
conditions. For all purposes, herein Principals are to be regarded as Associates
and may also be so interchangeably addressed.


---------------------      -----------------------    -----------------------



---------------------      -----------------------    -----------------------
    Principal                   Principal                    Principal


AMERICAN  QUANTUM  CYCLES,  INC.               INTERNATIONAL  HOLDINGS,  INC.
--------------------------------                -----------------------------
(Associate)
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By:  /s/   Gary Irving                          By:  /s/   Joseph H. Hale
-----------------------------                   -----------------------------

(Title)     C.O.O.                              (Title)     C.E.O.
       ---------------------                           ---------------------

<PAGE>


                                    EXHIBIT A

(1) IHI to take immediate possession of the Goods and Services at the sole cost
and expense of the Associate which shall take place at the business location of
the Associate or at any other location designated by IHI, (2) in the event that
Associate does not assemble and make the Goods and Services available to IHI
within the designated time period in the written notice provided by IHI to the
Associate, then Associate grants to IHI the absolute right to: (a) enter the
business premises of Associate or any other business premises where the Goods
and Services are located for the express purpose of IHI obtaining possession of
the Goods and Services, (b) store the Goods and Services at the business
premises of Associate or elsewhere after the notice of default has been provided
to the Associate, (3) Associate grants an absolute right to IHI to conduct a
public or private sale and dispose of the Goods and Services, in its/their then
condition or following any commercially reasonable preparation or process to
complete work in process, at the business premises of the Associate or elsewhere
at IHI's sole option. The right of storage and sale of the Goods and Services
shall be at no cost or expense to IHI. Upon the sale of any/all of the Good and
Services, IHI shall pay from the proceeds of the sale in the following order of
priority: (1) cost of taking and storage of the Goods and Services, (2) the cost
of the sale, (3) all obligations owing by Associates to IHI including all
preparation or process costs set out above, and (4) if there are any proceeds of
the sale then remaining Associate shall be paid the remaining proceeds. In the
event that Associate elects to terminate this Agreement, it expressly waives all
claims of any nature it may allege/have against IHI. Subsequent to the
termination of this Agreement by either party, should any claim, legal action,
etc., be made against IHI by a Customer, Vendor, or others, whether or not suit
is filed, Associate's obligations under this Agreement will continue after
termination of this Agreement until all such items are finally
adjudicated/resolved/paid in full by Associate/reimbursed in full to IHI by
Associate for all amounts IHI has expended to resolve such item, including Legal
Costs. IHI's election to waive any provision or breach at any given time shall
not be deemed a waiver of any subsequent breach or waiver of such provision at
any subsequent time. This Agreement and amendments thereto; etc., shall not be
construed against the party preparing it, but shall be construed as if all
parties prepared the Agreement in accordance with the laws of the applicable
jurisdiction.

                         COMMISSION SCHEDULE (EXHIBIT B)
                         -------------------------------

1.   PRIMARY COMMISSIONS: A Primary Commission is charged based on the face
     amount of the Gross Receivable (see Exhibit A, Article III for definition)
     that IHI has purchased on the date of its purchase and from time to time
     thereafter based on additional Initial Payments as set out herein, The
     Primary Commission varies based upon the percentile ratio of the sum of all
     Initial Payments, Letters of Guarantee, and Letters of Credit made/issued
     to the actual amount of that Gross Receivable ("Initial Payment
     Percentage"), without deduction due at any intervening payments made by
     Associate/Customers and received by IHI, as follows:

                Initial Payment Percentage         Primary Commission Percent
                --------------------------         --------------------------
                       Less than 25%                           2%
                         25%-39.99%                            3%
                         40%-59.99%                            4%
                         60%-79.99%                            5%
                         80% or more                           6%

2.   ADMINISTERED COMMISSION: Administered Commissions are charged as set out in
     the attached Administered Commission Exhibit. Administered Commissions are
     also charged on any fundings in excess of the approved Initial Payment
     Percentage. Administered Commissions are charged on the earlier of the date
     of IHI's purchase of the applicable Receivable or on the date of the
     agreement between Associate and IHI giving rise to the Administered
     Commission unless otherwise specified in such agreement.

3.   ACCRUED COMMISSIONS: Accrued Commissions are calculated based on the face
     amount of Initial Payments/Letters of Credit/Guarantee and are charged at a
     rate of 2% for each ten calendar days beginning with the date IHI funds the
     Associate/causes the Letter of Credit/Guarantee (see Para. 7 for details of
     Letter of Guarantee Accrued Commissions) to be issued, are fully earned for
     each ten calendar day period on the first day of each period, and continue
     to accrue until the date full payment in immediately available funds is
     received by IHI.

4.   IHI's Commission Percents are to be increased by fifty percent (50%) on
     Dispute Receivables and on all payments received by Associate and not
     remitted to IHI the same day as received, as set out in Article V, in
     Exhibit A of the Agreement.
<PAGE>

5.   RESERVE FUND PAYMENTS BY IHI TO ASSOCIATE: The Associate's Reserve Fund is
     the remainder after/payments are made to the Associate after an amount
     equal to all of IHI's Cost and additional charges if any, Primary,
     Administered and Accrued Commissions and Initial Payments in a Calendar
     Month Unit's/Contract Receivable Units/Bulk Purchase Unit's (whichever is
     applicable) purchase of Receivables have been paid to IHI in immediately
     available funds. IHI reserves the right to close out Receivable(s)/Calendar
     Month Unit/Contract Receivable Unit/Bulk Purchase Unit (whichever is
     applicable) and reassign to Associate at then face value, without recourse
     to IHI, the open/partially paid Receivables. (See Agreement for effect of
     Disputes on the Reserve Fund.) While Letters of Credit and/or Letters of
     Guarantee are outstanding, no Reserve funds will be paid to Associate.

6.   REPURCHASE OF RECEIVABLES BY ASSOCIATE: Associate reserves the right to
     repurchase at any time at then face value, without recourse to IHI, all
     Receivables outstanding in a Calendar Month Unit/Contract Receivable
     Unit/Bulk Purchase Unit by paying to IHI, in immediately available funds,
     all of that Calendar Month Unit's/Contract Receivable Unit's/Bulk Purchase
     Unit's outstanding Costs and additional charges if any, Primary,
     Administered and Accrued Commissions, and Initial Payments. If a Dispute
     exits, then such repurchase must include all Receivables then outstanding
     on IHI's books of account.

7.   LETTERS OF CREDIT and LETTERS OF GUARANTEE: At Associate's request and upon
     IHI's and its bank's approval, IHI will cause IHI's bank to issue a Letter
     of Credit or IHI will issue its Letter of Guarantee to Associate's Vendors;
     etc. Each Letter is deemed an Initial Payment at date of issue and Primary
     Commissions are charged as set out in Paragraph 1 above. For Letters of
     Credit, Accrued Commissions are charged as set out in Paragraph 3 above. In
     addition, Associate is to deposit with IHI 1% of its face amount in
     immediately available funds to cover anticipated bank charges for issuance,
     amendment, discrepancy, negotiation; etc.; at completion of the transaction
     IHI will provide Associate an accounting of such charges and IHI and
     Associate agree to pay to the other the amount required to reconcile this
     account. For Letters of Guarantee, the Primary Commission must, at IHI's
     option, be prepaid by the Associate to IHI in immediately available funds
     prior to its issuance. The Accrued Commissions on Letters of Guarantee
     while outstanding are set at one-half those of funded Initial Payments. If
     IHI funds the Associate/third parties as required by the terms of the
     Letter of Guarantee then, as of the date of the funding, those Accrued
     Commissions that would be applicable will be charged to Associate (see
     paragraphs 1 and 3 above). For both Letters of Credit and Letters of
     Guarantee, at the date of actual funding the Accrued Commission is closed
     out and re-opened as a cash Initial Payment.

    SPECIAL PROGRAMS For Initial Payments, Primary, Administered and Accrued
   Commissions and other terms and Costs and COMMISSION SCHEDULE (EXHIBIT B),
       ADDENDUM B.1, or other special addendum agreed to by both parties.