Accounts Receivable Purchase Agreement - 范本

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Silicon Valley Financial Services

A Division of Silicon Valley Bank

3003 Tasman Drive

Santa Clara, CA 95054

(408) 654-1000- Fax (408) 980-6410

ACCOUNTS RECEIVABLE PURCHASE AGREEMENT

This Accounts Receivable Purchase Agreement (the "Agreement") is made on this Sixth day of November 1998, by and between Silicon Valley Financial Services (a division of Silicon Valley Bank) ("Buyer") having a place of business at the address specified above and Prosoft I-Net Solutions, Inc., a Nevada corporation, ("Seller") having its principal place of business and chief executive office at

Street Address:	3001 Bee Caves Road, Suite 100
City:	Austin
County:	Travis
State:	Texas
Zip code:	78746
Phone:	515/328-6140

1. Definitions. When used herein, the following terms shall have the following meanings.

1.1. "Account Balance" shall mean, on any given day, the gross amount of all Purchased Receivables unpaid on that day.

1.2. "Account Debtor" shall have the meaning set forth in the California Uniform Commercial Code and shall include any person liable on any Purchased Receivable, including without limitation, any guarantor of the Purchased Receivable and any issuer of a letter of credit or banker's acceptance.

1.3. "Adjustments" shall mean all discounts, allowances, returns, disputes, counterclaims, offsets, defenses, rights of recoupment, rights of return, warranty claims, or short payments, asserted by or on behalf of any Account Debtor with respect to any Purchased Receivable.

1.4. "Administrative Fee" shall have the meaning as set forth in Section 3.3 hereof.

1.5. "Advance" shall have the meaning set forth in Section 2.2 hereof.

1.6. "Collateral" shall have the meaning set forth in Section 8 hereof.

1.7. "Collections" shall mean all good funds received by Buyer from or on behalf of an Account Debtor with respect to Purchased Receivables.

1.8. "Compliance Certificate" shall mean a certificate, in a form provided by Buyer to Seller, which contains the certification of the chief financial officer of Seller that, among other things, the representations and warranties set forth in this Agreement are true and correct as of the date such certificate is delivered.

1.9. "Event of Default" shall have the meaning set forth in Section 9 hereof.

1.10. "Finance Charges" shall have the meaning set forth in Section 3.2 hereof.

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