Exhibit 10.22

                               AeroFund Financial


                       AGREEMENT FOR PURCHASE OF ACCOUNTS

THIS  AGREEMENT  is made on October 20, 2003 by and  between  Nico  Intenational
Inc., (a Delaware  Corporation)  having its principal  place of business at 5655
Lindero Canyon Road, Suite 120, City of Westlake Village, County of Los Angeles,
State of  California,  91362  hereinafter  referred  to as Seller  and  AEROFUND
FINANCIAL,  INC.,  having an established  place of business at 6910 Santa Teresa
Boulevard, San Jose CA 95119, hereinafter referred to as Purchaser.

        1. PURCHASE OF ACCOUNTS. Seller for and in consideration of the sums set
forth in the annexed  Exhibit A (such Exhibit A as the same may be  supplemented
or added to from  time to tune  being  hereinafter  called  "Exhibit  A") and in
annexed Exhibit B, and other good and valuable  consideration,  receipt of which
is acknowledged,  does hereby sell to the Purchaser, its successors and assigns,
all of Seller's right, tide and interest in and to Seller's accounts  receivable
set form in  Exhibit A which is made a part  hereof  and all monies due or which
may become due upon such accounts  receivable.  Seller  authorizes  Purchaser to
insert  me  Exhibit  A  required  account  information   whenever  accounts  are
subsequently purchased.  Exhibit A may be sent by FAX, mail or hand delivered to
Purchaser,  and this  Agreement  and  Exhibits A and B hereto  shall  govern all
subsequently  purchased accounts.  Purchaser is not obligated to buy any account
from Seller.  Purchaser may exercise its sole  discretion in approving me credit
of each account  debtor before  buying any account  Purchaser  shall have,  with
respect to the  purchased  accounts,  all me rights and  remedies  of any unpaid
seller under the Uniform Commercial Code and other applicable law, including the
rights of replevin, claim and delivery, reclamation, and stoppage in transit.

        2. AUTHORITY OF PURCHASER.  Seller hereby  acknowledges  and agrees that
Purchaser,  and its successors and assign,  shall have me irrevocable  authority
(a) to sell, set over, pledge,  compromise, or discharge the whole, or any part,
of such accounts; (b) to ask, demand,  collect,  receive, sue, and give releases
for the monies due, or which may become due, upon such accounts  receivable  and
to  compromise,  prosecute,  or defend any action,  claim,  case,  or proceeding
relating to accounts  purchased by Purchaser,  including me filing of a claim or
the voting for or against a plan in any bankruptcy case, all in Purchaser's name
or Seller's  name,  as  Purchaser  may choose;  (c) to prepare,  file,  and sign
Seller's  name on any notice of lien,  claim of mechanic's  lien,  assignment or
satisfaction  of lien or mechanic's lien or similar  document;  (d) at any time,
whether or not Seller is in default hereunder,  to notify all account debtors to
pay Purchaser directly;  (e) to receive, open, and dispose of all mail addressed
to Seller for the  purpose of  collecting  accounts  and shall be  appointed  as
limited agent with no fiduciary  responsibility  to execute Seller's name on any
post office change of address form;  (f) to endorse  Seller's name on any chocks
or other forms of payment on accounts  assigned to Purchaser;  and (g) to do all
acts and things necessary or proper, in furtherance of any such purposes.


        3.  REPRESENTATIONS,  WARRANTIES AND COVENANTS.  To induce  Purchaser to
render its services  available to Seller, and with fall knowledge that the truth
and  accuracy of the  following  are being  relied upon by the  Purchaser in the
purchase and remittance for me accounts receivable acceptable to Purchaser,  the
Seller represents, warrants, covenants and agrees that:

            a.  Seller is  properly  licensed  and  authorized  to  operate  the
                business  of  distributor   under  the  trade  name(s)  of  Nico
                International,  and  Seller's  trade  name(s) has been  properly
                filed and  published as required by applicable  law.  Seller has
                fulfilled all me federal, state and local requirements of law in
                properly  registering  itself to do business at all addresses in
                which it is located.

             b. The Seller is the absolute owner of each account  receivable set
                forth in  Exhibit A and has full  legal  right to make said sale
                thereof;

             c. The correct amount of each receivable is as set forth in Exhibit
                A and is not in dispute;

                                                                    INITIAL ____

<PAGE>


         d. The payment of each account  receivable is not  contingent  upon the
         fulfillment of any obligation or contract,  past or future, and any and
         all  obligations  required of the Seller have been  fulfilled as of the
         date of this Agreement;

         e. Each account receivable set forth in Exhibit A is based on an actual
         sale and  delivery  of goods  and/or  services  actually  rendered,  is
         presently  due and owing to  Seller,  is not in  default,  has not been
         previously sold, assigned,  transferred, or pledged, and is free of any
         encumbrance or lien;

         f. There are no defenses,  offsets, or counterclaims against any of the
         accounts  receivable,  and no  agreement  has been made under which the
         account debtor may claim any deduction or discount, except as otherwise
         stated in any of the accounts receivable set forth in Exhibit A;

         g. Each account receivable set forth in Exhibit A shall be the property
         of the Purchaser and shall be collected  directly by Purchaser,  but if
         for any  reason it  should be paid to  Seller,  Seller  shall  promptly
         notify  Purchaser of such payment,  shall hold any checks,  drafts,  or
         monies so  received in trust for the  benefit of  Purchaser,  and shall
         promptly endorse, transfer and deliver the same to Purchaser;

         h. Purchaser shall have the right of endorsement, and also the right to
         require endorsement by Seller, on all payments received by Purchaser on
         Seller's account;

         i. The Seller and, to Seller's best knowledge,  each account debtor set
         forth in Exhibit A is, are,  and shall  remain  solvent as that term is
         defined in the Federal Bankruptcy Code;

         j.  Each  account  debtor  named in  Exhibit  A will not  object to the
         payment for, or the quality or the  quantify of, the subject  matter of
         the  account  receivable  and is  liable  for the  amount  set forth in
         Exhibit A;

         k.  Each  account  debtor  set  forth in  Exhibit  A shall be  promptly
         notified after acceptance by Purchaser that the account  receivable has
         been transferred to and is payable to Purchaser,

         l. The  Seller's  place of  business  and the place  where the  records
         concerning all accounts  receivable  herein referred to are kept is the
         one set forth at the  beginning  of this  Agreement,  and  Seller  will
         promptly  advise  Purchaser  in writing if such  place of  business  or
         record  keeping is changed or a new place of business or record keeping
         is added;

         m, All accounts  receivable  forwarded to Purchaser  and  acceptable to
         Purchaser after me date hereof, shall comply with each and every one of
         the foregoing  representations,  warranties,  covenants and  agreements
         referred to above in this Paragraph 3; and

         n.  Seller  will not  assign,  transfer,  sell,  or  grant  any lien or
         security interest in accounts to any other party,  without  Purchaser's
         prior written consent.

         o. Seller  will,  upon sale to  Purchaser,  make proper  entries on its
         books and records  disclosing  the  absolute  sale of said  accounts to
         Purchaser.

         4. ADJUSTMENTS.  CHARGE BACKS, AND  INDEMNIFICATION.  In the event of a
breach of any of the  representations,  warranties,  and  covenants set forth in
Paragraph 3,  including a dispute  between the Seller and any account debtor set
forth in Exhibit A, Seller shall promptly advise Purchaser and shall, subject to
the  Purchaser's  approval,   adjust  such  disputes  and  advise  Purchaser  of
adjustment.  Purchaser  shall  have  the  right at any  time to  charge  back to
Seller's account the amount of any allowance, return or account receivable, full
or partial  payment of which is delayed or refused by an asserted  counterclaim,
defense or offset by an  account  debtor,  or by reason of an  account  debtor's
insolvency  or  financial  inability  to pay,  and any  expenses  and legal fees
incurred by Purchaser in any



<PAGE>

attempt to collect any disputed account, together with fees pursuant to Exhibits
A and B from the date of  purchase  of the  account  in  dispute,  whether  such
dispute is valid or invalid.

         5.  SECURITY  INTEREST.  In order to secure  Seller's  now  existing or
hereafter  arising  obligations  to  Purchaser  under  Paragraph 3, 4, 10 and 11
hereof; and the legal fees and expenses set forth in Paragraph 8 hereof,  Seller
hereby  grants to  Purchaser a  continuing  lien upon and  security  interest in
Seller's now existing or hereafter  arising rights and interest in the following
(the  "Collateral"):  All now owned and hereafter acquired persona) property and
fixtures,  and proceeds  thereof,  (including  proceeds of  proceeds)  including
without  limitation  Accounts,  Chattel  Paper,  Goods,  Inventory,   Equipment,
Instruments,  including Promissory Notes,  Investment property,  Documents,  and
General Intangibles;  excluding Patent Rights. Seller is not authorized to sell,
transfer or  otherwise  convey any  Collateral,  except for the sale of finished
inventory  held for sale in the  Seller's  usual  course  of  business,  without
Purchaser's consent Seller agrees to sign such financing  statements,  in a form
satisfactory  to  Purchaser,  which  Purchaser may at any time desire to file in
order to protect or perfect Purchaser's security interest.

         6. DEFAULT.  An event of default shall be deemed to have occurred,  and
(without  implying any  obligation of Purchaser to buy  accounts)  Purchaser may
cease buying accounts and may immediately  exercise its rights and remedies with
respect to the Collateral as a secured party under this  Agreement,  the Uniform
Commercial  Code, and  applicable  law, upon the happening of one or more of the
following:

        (a)  Seller  shall  fail to make  any  payments  required  to be made to
        Purchaser  under  this  Agreement  including,  without  limitation,  any
        payments required to be made in accordance with Paragraph 10;

        (b)  Seller  shall   commence  any  voluntary  case  under  the  Federal
        Bankruptcy  Code,  or  shall  make  as  assignment  of  the  benefit  of
        creditors,  or  shall  consent  to  the  appointment  of a  receiver  or
        custodian for a substantial portion of its assets;

        (c) An  involuntary  case  under the  Federal  Bankruptcy  Code is filed
        against Seller,

        (d) Seller shall become insolvent in that its debts are greater than the
        fair value of its assets, or Seller is generally not paying its debts as
        they become due;

        (e) Any involuntary  lien, levy,  garnishment,  attachment or me like is
        issued against or attached to the accounts purchased by Purchaser or the
        Collateral, and the same is not released within ten (10) days; or

        (f) Seller shall breach any  covenant set forth in  Paragraphs  3, 4, or
        10, or any  warrant or  representation  set forth in  Paragraph  3 shall
        prove to be false when made.


         7. PAYMENT.  Upon  acceptance by Purchaser of Exhibit A and purchase by
Purchaser of the accounts described thereon,  Purchaser agrees to pay Seller the
amount set forth as the "ADVANCE" on Exhibit A. Purchaser  further agrees,  upon
collection in full of Advances and Fees set forth in Exhibits A & B, to promptly
pay over the  further sum set forth in Exhibit B, less any  deduction  discount,
indemnification, or charge backs provided for in Paragraphs 3 or 4, and less any
repurchase  obligations  under Paragraph 10, plus an amount of money for payment
to Purchaser by account  debtor  within the certain  number of days set forth in
the annexed  Exhibit B, plus any costs or fees incurred  tinder  Paragraph 8, if
applicable.

         8.  ATTORNEYS'  FEES.  If the  Seller  is in  default  as set  forth in
Paragraph  6, the  Seller  will pay any and all legal  expenses  and  reasonable
attorneys'  fees  that  Purchaser  incurs  (a)  in  negotiating,  preparing,  or
administering this Agreement and any documents prepared in connection  herewith;
or (b) in any way arising out of this Agreement; (c) in enforcing this Agreement
against  Seller  or  protecting  or  enforcing  its  security  interest  in  the
Collateral  or any other right  granted by Seller to Purchaser or arising  under
applicable law,  whether or not suit is brought;  or (d) in collecting  accounts
for which there has been a breach of any of the warranties,  representations, or
covenants  set forth in Paragraphs 3, 4, or 10, or a partial or total failure or
delay in payment by me account  debtor  for any  reason,  including  insolvency,
bankruptcy,  or  financial  inability  to pay; or (e) in the  representation  of
Purchaser in connection



<PAGE>

with  any  bankruptcy  case  or  insolvency  proceeding  involving  Seller,  the
Collateral, any account debtor, or any accounts purchased by Purchaser.

        9.  SEVERABILITY  AND CHOICE OF LAW. In the event that any  provision of
this  Agreement is deemed  invalid by reason of the  operation of any law, or by
reason of any  interpretation  placed on any law by the courts,  this  Agreement
will be construed as not  containing  such  provision  and the  remainder of the
Agreement  shall  remain  in full  force and  effect.  This  Agreement  has been
transmitted  by  Seller  to  Purchaser  at  Purchaser's  office  in the State of
California  and has been  executed  and  accepted  by  Purchaser  in me State of
California.  This Agreement  shall be governed by and  interpreted in accordance
with the laws of the State of California.

        10.  REPURCHASE AND RECOURSE.  Seller further agrees that if any account
or portion  thereof is not paid by the account debtor within ninety (90) days of
the date of invoice for any reason, including the account debtor's insolvency or
financial  inability to pay.  Seller shall,  upon demand by Purchaser,  repay to
Purchaser any amount paid by Purchaser to Seller in  consideration  for the sale
of said account,  plus the Purchaser's  earned fee in accordance with Exhibit B.
Purchaser can apply any  contingency and fee refunds due to Seller under Exhibit
B and  Paragraph 7 to Seller's  obligations  under this  paragraph.  Purchaser's
security interest in the Collateral will secure Seller's  obligations under this
paragraph.

        11. NO LIEN TERMINATION  WITHOUT RELEASE.  In recognition of Purchaser's
right to have all its attorneys' fees and other expenses  incurred in connection
with this Agreement secured by its Collateral,  not withstanding payment in full
of all  obligations  by Seller,  Purchaser  shall not be  required to record any
terminations or satisfactions  of any of its liens on the Collateral  unless and
until  Seller and all  guarantors  of Seller's  obligations  to  Purchaser  have
executed and  delivered to Purchaser  releases in the form of Exhibit "C" of all
claims, known and unknown which exist as of the date thereof. Seller understands
that this  provision  constitutes  a waiver of its rights under Section 9-513 of
the Uniform Commercial Code.

        12. VENUE. The parties agree (hat 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 Northern  District of California or any court of
the State of California  located in San Francisco,  California (the  "Acceptable
Forums"). Each party agrees that the Acceptable Forums are convenient to it, and
each party irrevocably  submits to the jurisdiction of the Acceptable Forums and
waives any and all  objections to  jurisdiction  or venue that it may have under
the laws of the State of  California  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.

        13. TERM AND  TERMINATION.  The term of this Agreement  shall be one (1)
month  from  the  date  hereof,  and from  month  to  month  thereafter,  unless
terminated  in writing by  Purchaser or Seller on any monthly  anniversary.  Any
termination of this  Agreement  shall not affect the security  interest  granted
hereby or the warranties,  covenants,  or obligations of Seller  hereunder,  and
this Agreement  shall continue to be effective  until all  transactions  entered
into and  obligations  incurred  hereunder  have been completed and satisfied in
full.

IN WITNESS  WHEREOF,  the Seller has executed this Agreement on (he day and year
above  written,  and the  Purchaser has noted its  acceptance by its  authorized
representative.


ACCEPTED SAN JOSE, CALIFORNIA:

AeroFund Financial                              International Inc.

By: /s/ Raymond LaBelle                         By: /s/ Steve Reder
    -------------------------------------       --------------------------------
Name, Title: Raymond LaBelle, SVP/Manager       Name, Title: Steve Reder,
                                                             President

<PAGE>


                              Rebate and Retention
                                    Schedule
                                   Exhibit "B"


CLIENT: Nico International Inc.                         DATE: October 20,2003

        1. ADVANCE RATE.  PURCHASER  shall advance 80% of the net face amount of
purchased invoices; retaining (subject to the rebate provision below) 20% as the
Discount for its services hereunder.

         2.  REBATE.  A portion of the  Discount  shall be rebated to the SELLER
based upon the number of days between the  purchase  date of the invoice and the
date of full  payment  of the  account  debtor(s)  and based  upon the  calendar
monthly volume sold to result in a fee schedule as follows;

                            Monthly Calendar Volume

<TABLE>
<CAPTION>
---------------- -------------- ------------------ ------------------ ------------------ ------------------

<S> <C>             <C>              <C>                <C>                <C>                <C>
    2.000%          1.750%           1.500%             1.500%             1.500%             1.500%
---------------- -------------- ------------------ ------------------ ------------------ ------------------

    2.500%          2.000$           1.500%             1.500%             1.500%             1.500%
---------------- -------------- ------------------ ------------------ ------------------ ------------------

    3.000%          2.250%           2.000%             2.000%             1.750%             1.500%
---------------- -------------- ------------------ ------------------ ------------------ ------------------

    3.500%          2.500%           2.250%             2.500%             2.250%             1.750%
---------------- -------------- ------------------ ------------------ ------------------ ------------------

    4.000%          3.000%           2.850%             2.500%             2.300%             2.000%
---------------- -------------- ------------------ ------------------ ------------------ ------------------

    4.625%          3.500%           3.300%             2.925%             2.700%             2.350%
---------------- -------------- ------------------ ------------------ ------------------ ------------------

    5.250%          4.000%           3.750%             3.350%             3.100%             2.700%
---------------- -------------- ------------------ ------------------ ------------------ ------------------

    5.875%          4.500%           4.200%             3.775%             3.500%             3.050%
---------------- -------------- ------------------ ------------------ ------------------ ------------------

    6.500%          5.000%           4.650%             4.200%             3.900%             3.400%
---------------- -------------- ------------------ ------------------ ------------------ ------------------

    7.125%          5.500%           5.100%             4.625%             4.300%             3.750%
---------------- -------------- ------------------ ------------------ ------------------ ------------------

    7.750%          6.000%           5.550%             5.050%             4.700%             4.100%
---------------- -------------- ------------------ ------------------ ------------------ ------------------

    8.375%          6.500%           6.000%             5.475%             5.100%             4.450%
---------------- -------------- ------------------ ------------------ ------------------ ------------------

    9.000%          7.000%           6.450%             5.900%             5.500%             4.800%
---------------- -------------- ------------------ ------------------ ------------------ ------------------

    9.625%          7.500%           6.900%             6.325%             5.900%             5.150%
---------------- -------------- ------------------ ------------------ ------------------ ------------------

    10.250%          8.00%           7.350%             6.750%             6.300%             5.500%
---------------- -------------- ------------------ ------------------ ------------------ ------------------

    10.875%         8.500%           7.800%             7.175%             6.700%             5.850%
---------------- -------------- ------------------ ------------------ ------------------ ------------------

    11.500%         9.000%           8.250%             7.600%             7.100%             6.200%
---------------- -------------- ------------------ ------------------ ------------------ ------------------

    12.750%         10.250%          9.500%             8.850%             8.350%             7.450%
---------------- -------------- ------------------ ------------------ ------------------ ------------------

    14.000%         11.500%          10.750%            10.100%            9.600%             8.700%
---------------- -------------- ------------------ ------------------ ------------------ ------------------

    15.250%         12.750%          12.000%            11.350%            10.850%            9.950%
---------------- -------------- ------------------ ------------------ ------------------ ------------------

    16.500%         14.000%          13.250%            12.600%            12.100%            11.200%
---------------- -------------- ------------------ ------------------ ------------------ ------------------

    17.750%         15.250%          14.500%            13.850%            13.350%            12.450%
---------------- -------------- ------------------ ------------------ ------------------ ------------------

    20.000%         20.000%          20.000%            20.000%            20.000%            20.000%
---------------- -------------- ------------------ ------------------ ------------------ ------------------
</TABLE>


The  collection  period days shall be  calculated  by counting the days from the
date of the  Advance  through and  including  the date upon which  payments  are
received from said account debtors(s).

        3. BREACH OF WARRANTY. All invoices that remain unpaid after 30 days due
to SELLER'S breach of contractual representation,  warranty, or covenant, .shall
accrue additional fees at the rate of 1.0% for every 15 days until paid.


                      Initials ____         Initials ____



<PAGE>

                               AeroFund Financial

                          Rebate and Retention Schedule

                                   (continued)
                                   Exhibit "B"

         4.  SPECIAL  FEES.  "Misdirected  Payment  fee" - SELLER  shall  pay to
PURCHASER on demand a fee of fifteen  percent (15%) of the amount of any payment
on account of a account  purchased  hereunder  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.

"Missing  Notation  Fee" - Seller  shall  pay to  Purchaser  on  demand a fee of
fifteen  percent (15%) of the face amount of any invoice  evidencing a purchased
account  that is sent by Seller to an account  debtor  which does not  contain a
notification  that the account as been assigned to and payment  thereunder is to
be made only to Purchaser.


         5. SET UP CHARGE.  There will be a one-time  set up charge of  $300.00,
due at the signing off the contract.

         6. MAXIMUM  FACILITY.  The maximum facility shall be the maximum amount
of invoices  purchased by PURCHASER  and unpaid by the account  debtor(s) at any
given time. The Maximum Facility shall not exceed $1.500,000.00(one million five
hundred thousand dollars)

         7. EARLY  TERMINATION.  SELLER shall pay PURCHASER a penalty of one per
cent (1 %) of the maximum facility amount for each month left in the term of the
contract if SELLER  terminated the agreement prior to the expiration of the term
as defined in paragraph 13 of the AGREEMENT FOR PURCHASE OF ACCOUNTS.

ACCEPTED: SAN JOSE, CALIFORNIA


AEROFUND FINANCIAL, INC.                     Seller QT 5, Inc.

BY: /s/ Raymond LaBelle                      By: /s/ Steve Reder
   --------------------------------------       --------------------------------
Name, Title: Raymond LaBelle, SVP/Manager    Name, Title: Steve Reder, President