Exhibit 10.5



 





	 


TERMS
& CONDITIONS


	 



  


	CEBERUS
    DISTRIBUTION & COURIER SERVICES INC. DBA

 100 PEFFERLAW CIRCLE	 
	BRAMPTON
    ON L6Y 0L6	Account
    No. 2710 & 2710US



  


Agreement
between:


 


IPS
Invoice Payment System Corp. a corporation incorporated pursuant to the laws of Ontario (“IPS”)


 


And:


 


CEBERUS
DISTRIBUTION & COURIER SERVICES INC. DBA CEBERUS LOGISTICS, a Company


incorporated/business registered pursuant to the laws
of Ontario


 


(“The
Company”)


 


WHEREAS


 


-.The
Company will obtain financing by assigning to
IPS eligible invoices that have become indebted to the Company
in the course of carrying on business; and


 


-.IPS,
upon acceptance of eligible invoices, acquires all rights, title
and interest attached thereto;


 


In
consideration of the mutual covenants contained herein and for other good and valuable consideration (the receipt of which are
hereby acknowledged by each party) the parties hereby agree as follows:


 


TERMS
& CONDITIONS


 


	1.	Type
    of Service: Invoice purchasing.
	 	 
	2.	Invoices
    & Supporting Documentation (Paperwork): The Company
    shall provide current original invoices with the corresponding original backup paperwork.
	 	 
	3.	Advance
    to The Company: Ninety percent (90%) of the face value of
    eligible invoices.
	 	 
	4.	Fee
    Deposit: Ten percent (10%) fee deposit applies from the
    invoice submitted. Rebates of unused balance will be disbursed monthly by IPS upon receipt of payment of invoices.
	 	 
	5.	Disbursements:
    Will be made through wire transfers/ACH or Cheques. A banking
    fee of $10.00 (Ten dollars) shall apply for each wire transfer. (Several invoices
    may constitute a schedule).
	 	 
	6.	Service
    Fee: One Tenth of a percent (0.10%) daily of the face value
    of submitted invoices.
	 	 
	7.	Right
    of Refusal: IPS reserves the right to refuse any invoice(s).
	 	 
	8.	Credit
    Risk: IPS will not assume any risk of non-payment of invoices
    for any reason whatsoever and IPS may charge-back the amount of any invoice
    or require The Company to repurchase any invoice which has not been paid
    within 90 days of the invoice date for the face amount of the invoice and accrued fees.
	 	 
	9.	Registration
    of Sale: The Company shall immediately, upon the submission
    of any invoice to IPS, make proper entries on its accounting books and
    records disclosing the absolute submission of said invoice to IPS. IPS
    shall have the irrevocable right to inspect, copy and use any and all records pertaining to the invoice assigned, upon reasonable
    notice and at reasonable times.
	 	 
	10.	First
    Position: IPS holds a security interest in all accounts
    receivable of the company within the meaning of the Personal Property Security Act, Ontario.



 






    	 



    	 



    

 


	11.	Indemnity:
    The Company, covenants with IPS that it will at all times hold IPS harmless from any and all liability,
    obligations, claims, losses, damages, actions and suits, costs and expenses incurred in any way relating to or resulting from
    this agreement and shall indemnify IPS on account of any action that may be commenced or prosecuted in respect of the
    invoices herein assigned.
	 	 
	12.	Service
    Risk: IPS assumes no responsibility for services rendered, or goods delivered by The Company to its debtors. In
    case of dispute The Company assumes full responsibility for payment. Invoices will be charged back immediately.
	 	 
	13.	Guarantees:
    Where The Company is incorporated pursuant to the laws of Ontario, IPS will require the signing of personal guarantees
    from the following principals of The Company: MANHOR S. BANSAL. Provided that the failure of IPS to obtain the
    Guarantees of any one or more of the said principals shall not affect or alter or reduce in any way the obligations of those
    principals who sign personal guarantees.
	 	 
	14.	Notice
    of Invoice Assignment: Must be signed by The Company and immediately delivered to The Company’s debtor
    under each and every invoice assigned per the terms of this agreement. Notice shall indicate that payment shall be sent directly
    to IPS.
	 	 
	15.	Cashing
    of Cheques: IPS shall hold rightful entitlement to payment under each and every assignment of invoice made by The Company
    to IPS. The Company shall not cash any cheques belonging to IPS or alter in any form the invoices once they
    have been submitted by and assigned to IPS. If The Company receives any cheque on account of invoices assigned to
    IPS, the Company shall hold any such cheque(s) in trust for IPS and immediately deliver any such cheque(s) to IPS.
	 	 
	16.	Financial
    Statements: The Company will provide to IPS the most current financial statements as at the date of this agreement
    and annual financial statements within 90 days after the end of each fiscal year during the term of this agreement.
	 	 
	17.	Termination:
    This agreement shall continue in full force and effect until terminated upon 30 days prior written notice by either party.
    Notwithstanding termination of this agreement, The Company shall continue to be liable to IPS for the full and
    prompt payment of invoices assigned/purchased by IPS hereunder which are then outstanding and unpaid, disputed or undisputed,
    and in respect of which The Company remains liable to IPS. IPS shall continue to have a security interest in
    all accounts receivable of The Company within the meaning of the Personal Property Security Act, Ontario.
	 	 
	18.	Online
    Service: The Company will benefit from IPS on-line services. The Company will receive the corresponding
    password and user l.D. once the corresponding agreement is signed. No extra charge is applied.
	 	 
	19.	Starting
    Date: On the date of execution of this agreement by the parties.



 





The
Company and IPS jointly acknowledge that they have read this agreement
and agree to be bound by its terms and conditions. This agreement is made as of the 25 day of March of 2013.






 


	/s/ German
    Suarez	 	/s/ MANhOR
    S. BANSAL
	German
    Suarez	 	MANHOR
    S. BANSAL (I am authorized to bind the Company)
	President	 	PRESIDENT
	 	 	 
	IPS Invoice Payment System
    Corp.

    LOGISTICS	 	CEBERUS DISTRIBUTION & COURIER SERVICES INC. DBA CEBERUS