Another Form

Agreement, made this........day of........19.., between ........, a corporation organized under the State of

New York (hereinafter designated as the Company) and ........(hereinafter designated as the Customer).

Whereas the Customer declares himself solvent and desires to obtain from the Company advances upon the security of outstanding accounts of the Customer, and to make use of the facilities and the services offered by the Company for the development of the Customer's business:

Now Therefore This Agreement

WITNESSETH:

1. The Customer agrees to sell, assign and transfer to the Company all outstanding accounts as the same are created in the Customer's business from and by sales of merchandise therein.

2. The Company agrees to advance to the Customer........

per centum of the net face value of said outstanding accounts approved by it. Said advances so to be made are subject to the following terms and conditions:

(a) The Customer shall in every instance deliver to the Company accurate invoices of sales resulting in outstanding accounts, with shipping receipts, and assignments of the accounts upon the form attached to........

(b) If the same are approved by the Company, the Customer shall be entitled to receive advances thereon.

3. All accounts which the Company is to make advances upon are to be owned by the Customer solely and absolutely at the time such advancement is requested, and are to be the result of sales of the Customer's own property and not of assigned merchandise. The Customer warrants and guarantees the correctness, accuracy and bona fides of all orders and the prices thereof, and the validity and genuineness of all accounts assigned, and hereby guarantees the collections at maturity of said accounts during the continuance of this agreement.

4. The Customer hereby authorizes and empowers the Company to collect all accounts assigned by the Customer to the Company and to endorse the name of the Customer upon any and all commercial papers received in payments of said accounts and all commercial papers received in payments of said accounts.

5. The Company is also authorized and empowered to sue for and collect in its own name, or in the name of the Customer, any and all accounts against any and all debtors if not paid at maturity. All legal and other expenses incurred by the Company in defending its title to the account assigned or the merchandise representing the accounts, shall also be borne by the Customer.

6. Should any debtor by whom an account matured or unmatured is owing, fail, become insolvent, become a judgment debtor or become a party to proceedings in bankruptcy in which adjudication of the Customer as a bankrupt is sought, then the Customer shall upon request, pay to the Company the full amount of such account or accounts, or allow the Company to deduct from any balance which the Company may thereafter have on hand, to the credit of the Customer, any and all advances made on said accounts, as herein specified, and the same agreement is hereby made with respect to all accounts which shall not have been paid within......days from the day of their maturity.

7. Should any debtor return or refuse to accept merchandise invoiced to him, the Customer shall at once and as often as the same may occur notify the Company of such facts and it shall be optional with the Company to retain title to the merchandise so returned or not accepted, or to surrender the same to the Customer upon payment therefor; or at the further option of the Company to deduct the amount of the goods returned or not accepted from any balance which the Company may have on hand, or out of any sum which the Company may thereafter have on hand to the credit of the Customer. Should the Company elect to retain title to merchandise so returned or not accepted, the Company may then at its further option, sell the said merchandise at private or public sale upon......days' notice to the Customer's account with the proceeds of such sale.

8. The Company or its representatives shall have the privilege of investigating the validity of all accounts upon which advances have been made, and may at all reasonable times examine the books of accounts of the Customer for that purpose.

9. The Company shall have the right to make compromise or settlement with debtors where the amount of the invoice is in dispute, or where claims for allowances on discounts or returned goods is made, or where any debtor has failed to make payments when due; but before consummating same the Company shall notify the Customer who shall thereupon be entitled to make a reassignment of such account upon payment of the amount thereof to the Company.

10. The Company shall be entitled to charge interest at the rate of 6% per annum on money advanced by it to the Customer, computed from the time of such advancement to the time of the actual collection of said accounts, including any and all additional time which shall be required by Banks in collecting remittance and making returns to the Com-pany.

11. The term of credit upon which sales shall be made by the Customer to customers shall not exceed......days.

12. The Company agrees to keep true and correct records of the accounts assigned and delivered to the Company, by the Customer, and true and correct records of the amount owing on said accounts by each debtor, the respective dates of maturity, and the amount paid thereon by said debtor. The Customer shall be entitled to receive information from these records upon request.

13. The Company agrees to lend its best efforts to the collection of all accounts assigned to it by the Customer, and render to all such debtors proper bills and statements from time to time, when necessary and advisable.

14. The Company agrees to investigate when necessary the standing and general credit of debtors and upon request to furnish to Customer confidentially all information concerning said debtors as the Company may have and the Customer may request.

15. The Company agrees to advise the Customer whenever requested, regarding the conduct and policy of the Customer's business.

16. In consideration of the said services to be rendered by the Company to the Customer, and of the obligations by it herein assumed, the Customer agrees to pay to the Company a commission of......per annum on the aggregate in the amount of the face value of the accounts assigned to and accepted by the Company. This rate of commission is made upon the express representation of the Customer that the face value of the accounts to be assigned hereunder will aggregate.............

dollars per annum, and it is agreed that the Company shall have the option to receive from the Customer, and the Customer agrees to pay to the Company commission at the rate above specified, upon the said amount of............dollars during each year that this agreement shall be in force, and proportionate amount thereof during each fraction of a year that this agreement shall be in force. The Company may at its option, retain said commission from any and all moneys of the Customer in its hands.

17. Should any remittances on any accounts on which advances have been made by the Company to the Customer reach the Customer, the Customer shall hold the same in trust for the Company, and shall immediately turn over to the Company the identical remittance or remittances.

18. The terms of this agreement shall be from the......day of....., 19.., to the.....day of___, 19... Thereafter this agreement shall continue from year to year unless......days prior to the expiration of any given year, notice in writing of election to discontinue shall be given by the Customer to the Company. The Company shall have the right to terminate this agreement any time upon.......days' notice in writing.

19. In the event of any misrepresentation by the Customer concerning any accounts assigned by the Customer to the Company or concerning any matter pertaining to this agreement or in the event of any violation by the Customer of any of the provisions of this agreement, the said agreement may be at once terminated by the Company without notice.

20. This agreement shall be construed according to the laws of the State of............