Common use of Payment of Accounts Clause in Contracts

Payment of Accounts. (a) Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by Company (the "Lockbox") with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or such other financial institution accepted by Laurus in writing as may be selected by Company (the "Lockbox Bank"). On or prior to the Closing Date, Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company receives any payments, Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of Default, Laurus may notify Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or SunTrust Bank or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "“Lockbox Bank")”) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank dated as of November 4, 2005. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any paymentspayments constituting Collateral, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's accountany deposit account maintained with the Lockbox Bank and established pursuant to Section 8(a).

Payment of Accounts. (a) Following the indefeasible payment in full of the Laurus Debt, each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "LockboxLockboxes") with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or Frost National Bank or such other financial institution accepted by Laurus GSSF in writing as may be selected by such Company (the "Lockbox Bank")) pursuant to the terms of the certain agreements among one or more Companies, GSSF and/or the Lockbox Bank. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus GSSF pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus GSSF in writing and (b) comply only with the instructions or other directions of Laurus GSSF concerning the Lockbox. All of each Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus GSSF may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus GSSF in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus GSSF and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' Following the indefeasible payment in full of the Laurus Debt, at GSSF's election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus GSSF may notify each Company's Account Debtors of Laurus' GSSF's security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or [North Fork] Bank or such other financial institution accepted by Laurus Lender in writing as may be selected by such Company (the "“Lockbox Bank")”) pursuant to the terms of the certain agreements among one or more Companies, Lender and/or the Lockbox Bank dated as of [ _____ , 200 _____ ]. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus Lender pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus Lender in writing and (b) comply only with the instructions or other directions of Laurus Lender concerning the Lockbox. All of each Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus Lender may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus Lender in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus Lender and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' Lender’s election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus Lender may notify each Company's ’s Account Debtors of Laurus' Lender’s security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "LockboxLOCKBOXES") with ▇▇▇▇▇ Wells Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or Bank or such other financial institution accepted by Laurus La▇▇▇▇ in writing as may be selected by such Company (the "LOCKBOX BANK") pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank")Bank dated as of July 5, 2005. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each of Company and each Eligible Subsidiary will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by Company and each Eligible Subsidiary (the "LockboxLockboxes") with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo North Fork Bank, (the "Lockbox Agreement")or Royal Bank of Canada or such other financial institution accepted by Laurus in writing as may be selected by Company and/or any Eligible Subsidiary (collectively, the "Lockbox Bank")) pursuant to the terms of the documentation acceptable to Laurus. On or prior to the Closing Date, each of Company and each Eligible Subsidiary shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's and each Eligible Subsidiary's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any Eligible Subsidiary or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company or any Eligible Subsidiary receives any payments, Company or such Eligible Subsidiary, as the case may be, shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company and each Eligible Subsidiary shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing and the expiration of all applicable notice and cure periods, Laurus may notify each of Company's and each Eligible Subsidiary's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or MFB Financial or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "“Lockbox Bank")”) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank dated on or about the date hereof. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each Company will irrevocably will, during the Term, direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or North Fork Bank or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "“Lockbox Bank")”) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank dated as of June 3, 2003. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any paymentspayments from Account Debtors, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Nothing in this Section 8(a) is intended to require or does require any Company shall pay Laurus five percent (5%) of the amount of any payment so to submit Refundable Deposits received by Company and not delivered in kind it from customers or potential customers to Laurus within five (5) Business Days following Company's receipt thereofor to cause such Refundable Deposits to be made to the Lockboxes. (b) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries’ joint and several account.

Payment of Accounts. (a) The Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by the Company (the "LockboxCanadian Lockboxes") with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or The Toronto-Dominion Bank or such other financial institution accepted by Laurus in writing as may be selected by the Company (the "Canadian Lockbox Bank")) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Canadian Lockbox Bank dated as of July 14, 2005. On or prior to the Closing Date, the Company shall and shall cause the Canadian Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Canadian Lockbox Bank agrees to: (a) sweep the Canadian Lockbox as required to pay amounts due and payable on a daily basis the Notes, as provided therein, and deposit all checks received therein to lockboxes maintained by the Company (the "US Lockboxes") with The Toronto-Dominion Bank or such other financial institution accepted by Laurus in writing as may be selected by the Company (the "US Lockbox Bank") pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the US Lockbox Bank dated as of July 14, 2005, and (b) comply only with the instructions or other directions of Laurus concerning the Canadian Lockbox. On or prior to the Closing Date, the Company shall and shall cause the US Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the US Lockbox Bank agrees to: (a) sweep the US Lockbox as required to pay amounts due and payable on the Notes, as provided therein, and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the US Lockbox. All of the Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of the Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Canadian Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, the Company receives any payments, the Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, the Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify the Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus Missouri State Bank and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or Trust Company or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "“Lockbox Bank")”) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank dated as of April 29, 2005. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Company will Company, shall upon the Closing Date irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by Company (the "Lockbox") with ▇▇▇▇▇ Fargo NorthFork Bank (the "Lockbox Bank") pursuant to the terms of the Clearing Account Agreement dated August March __, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or 2004 or such other financial institution accepted by Laurus in writing as may be selected by Company (the "Lockbox Bank")Company. On or prior to the Closing Date, Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. Notwithstanding the foregoing, the Company shall have up to ninety (90) days to comply with the requirement that all of its Account Debtors make all payments constituting Collateral into the Lockbox. Until such time all of the Company's Account Debtors comply, should the Company receive any payments constituting Collateral, the Company shall (i) hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property (ii) deliver such payments to the Lockbox within five (5) business days of the receipt of same. All of Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company receives any payments, Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "LockboxLOCKBOXES") with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or Frost National Bank or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "Lockbox Bank")) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Company will irrevocably direct The Bank shall have the absolute right at any time to notify any or all account debtors and other persons obligated on any or all of its present and future Account Debtors and other Persons obligated the Debtor's Accounts to make payments constituting Collateral to make such payments thereof directly to the lockbox maintained by Company (Bank, at such address as is specified in any such notice(s), and to take control of all proceeds of any or all such Accounts, which rights the "Lockbox") with ▇▇▇▇▇ Fargo pursuant Bank may exercise at any time and from time to time, whether or not the Debtor is then in default hereunder or under the Loan Agreement, or the Debtor was theretofore making collections thereon. The Bank shall apply such collections to the terms Secured Obligations in such order and manner as the Bank may elect from time to time in its sole discretion. All payments received by the Bank shall be deposited for the account of the Clearing Account Agreement dated August , 2003 among Debtor in an account to be established by the Company, Laurus and ▇▇▇▇▇ Fargo Bank, Bank for the Debtor (the "Lockbox Agreement")or such other financial institution accepted by Laurus in writing as may be selected by Company (the "Lockbox BankAccount"). On or prior to the Closing Date, Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: . (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's invoicesThe Bank is authorized, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company receives any payments, Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) agent of the amount Debtor but at the Bank’s sole option, to collect and enforce the Accounts. The costs of any payment so received such collection and enforcement, including attorneys' fees and out-of-pocket expenses, shall be borne solely by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereofthe Debtor, whether such costs are incurred by the Bank or the Debtor. (b) At Laurus' electionTo facilitate direct collection and enforcement of such Accounts, following the occurrence Debtor hereby grants to the Bank the right and authorize the Bank to take over Debtor's Post Office Boxes and to make other arrangements suitable to the Bank so that it may receive Debtor's mail, and the Debtor grants the Bank the right to open all such mail as Debtor's irrevocable attorney-in-fact. (c) Following demand by the Bank, the Debtor shall immediately, upon receipt of an Event all checks, drafts, cash and other remittances in payment or on account of DefaultDebtor's Accounts and otherwise for the sale or lease of Inventory, Laurus may notify Company's deposit the same in a special bank account maintained with Bank, over which the Bank alone, to the exclusion of the Debtor, shall have the power of withdrawal, and the Debtor authorizes the Bank to so deposit said funds received into the Lockbox Account. The funds in the Lockbox Account Debtors of Laurus' shall be held by the Bank as security for the Secured Obligations and the Debtor hereby pledges and grants a security interest to the Bank in all sums now or hereafter deposited in the AccountsLockbox Account. Said proceeds paid on the Debtor's Accounts and otherwise from the sale or lease of the Inventory shall be deposited in precisely the form received, collect except for the endorsement of the Debtor where necessary to permit collection of items, which endorsement the Debtor agrees to make and which the Bank is also hereby authorized by Debtor to make in Debtor's name and on Debtor's behalf as its irrevocable attorneys-in-fact. Pending such deposit, the Debtor agrees that it will not commingle any such checks, drafts, cash and other remittances with any of the Debtor's other funds or property, but will hold them directly separate and charge apart therefrom in express trust for the collection Bank until deposit thereof is made in the Lockbox Account. (d) The Bank shall, at its sole option from time to time, apply the whole or any part of the funds collected by the Bank pursuant to this Section 6 in payment of or on the Debtor's Accounts and/or otherwise from the sale or lease of the Inventory, against the principal of and/or interest on the Secured Obligations, the order and method of such application being in the sole discretion of the Bank. Any portion of said funds which the Bank elects not to apply as provided in the preceding sentence may be retained by the Bank to secure the Secured Obligations. (e) The Debtor shall execute promptly and deliver to the Bank all instruments necessary or appropriate, as determined in the Bank's discretion, to further the Bank's exercise of the rights and powers granted it in this Section 6. (f) The Debtor hereby constitutes the Bank as the Debtor's irrevocable attorney-in-fact to sign and endorse, in the name of the Debtor, all checks, drafts and other instruments in payment of Accounts and otherwise from the sale or lease of the Inventory, to give notices and receipts in Debtor's name, to compromise, settle, adjust and discount the Accounts and to perform such other acts in connection with the Accounts as the Bank in its discretion may determine, all at the costs and expenses of the Debtor. (g) The Bank shall not, under any circumstances or in any event whatsoever, have any liability for any error, omission, or delay of any kind occurring in the settlement, collection, or payment of any of the Accounts or any instrument received in payment thereof to Company's accountor for any damage resulting therefrom.

Payment of Accounts. (a) Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by Company (the "Lockbox") with ▇▇▇▇▇ Fargo North Fork Bank (the "Lockbox Bank") pursuant to the terms of the Clearing Account Agreement dated August May 27, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or 2004 or such other financial institution accepted by Laurus in writing as may be selected by Company (the "Lockbox Bank")Company. On or prior to the Closing Date, Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company receives any payments, Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's account.

Payment of Accounts. (a) The Company and each Eligible Subsidiary will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by the Company and the Eligible Subsidiaries (the "LockboxLockboxes") with ▇▇▇▇▇ Fargo pursuant to the terms Royal Bank of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or Canada or such other financial institution accepted by Laurus in writing as may be selected by the Company (the "Lockbox Bank") pursuant to the terms of the certain agreements among one or more of the Company, the Eligible Subsidiaries, Laurus and/or the Lockbox Bank dated as of March 2, 2006 (or on such later date as may be determined by Laurus in its sole discretion). On or prior to the Closing Date, the Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of the Company's and the Eligible Subsidiaries' invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of the Company or an Eligible Subsidiary or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, the Company or an Eligible Subsidiary receives any payments, the Company or an Eligible Subsidiary shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, the Company or an Eligible Subsidiary shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify the Company's and/or the Eligible Subsidiaries' Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Eligible Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or MercantileBank or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "“Lockbox Bank")”) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank. On or prior to 30 days following the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Eligible Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by Company (the "Lockbox") with ▇▇▇▇▇ Fargo Commerce Bank (the "Lockbox Bank") pursuant to the terms of the Clearing Account Agreement dated August January 22, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or 2004 or such other financial institution accepted by Laurus in writing as may be selected by Company (the "Lockbox Bank")Company. On or prior to the Closing Date, Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company receives any payments, Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "LockboxLockboxes") with ▇▇▇▇▇ Wells Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or Bank N.A. or such other financial institution accepted by Laurus b▇ ▇▇▇rus in writing as may be selected by such Company (the "Lockbox Bank")) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank dated as of February 21, 2006. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) The Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with ▇▇▇▇▇ Fargo Commerce Bank pursuant to the terms of the Clearing Account Lockbox Agreement dated August July 31, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or or such other financial institution accepted by Laurus in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox, as long any of the Company's Obligations hereunder remain outstanding. All of the Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of the Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address Lockbox as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, the Company receives any payments, the Company shall immediately remit such payments to Laurus Lockbox in their original form with all necessary endorsements. Until so remitted, the Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. The Company shall pay Laurus the greater of five percent (5%) of the amount of any payment payment, in excess of $5,000, so received by the Company and not delivered in kind to Laurus Lockbox within five ten (510) Business Days following the Company's receipt thereofthereof and $500, such amount to be paid in consideration of Laurus' administration expenses relating thereto. (b) At Laurus' election, following the occurrence of if an Event of DefaultDefault has occurred and is continuing, Laurus may notify the Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly directly, and may endorse and deposit any proceeds of Collateral that may come into Laurus' possession, and charge the collection costs and expenses thereof to the Company's account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Key Bank, (the "Lockbox Agreement")or N.A. or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "“Lockbox Bank")”) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank dated as of January 26, 2006. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each of Company and each Eligible Subsidiary will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by Company and each Eligible Subsidiary (the "LockboxLockboxes") with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or North Fork Bank or such other financial institution accepted by Laurus in writing as may be selected by Company and/or any Eligible Subsidiary (the "Lockbox Bank")) pursuant to the terms of lockbox and other control agreements acceptable to Laurus. On or prior to 30 days following the Closing Date, each of Company and each Eligible Subsidiary shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's and each Eligible Subsidiary's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any Eligible Subsidiary or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company or any Eligible Subsidiary receives any payments, Company or such Eligible Subsidiary, as the case may be, shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company and each Eligible Subsidiary shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each of Company's and each Eligible Subsidiary's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Following the indefeasible payment in full of the Laurus Debt, each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "LockboxLockboxes") with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or Frost National Bank or such other financial institution accepted by Laurus Gryphon in writing as may be selected by such Company (the "Lockbox Bank")) pursuant to the terms of the certain agreements among one or more Companies, Gryphon and/or the Lockbox Bank. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus Gryphon pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus Gryphon in writing and (b) comply only with the instructions or other directions of Laurus Gryphon concerning the Lockbox. All of each Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus Gryphon may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus Gryphon in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus Gryphon and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' Following the indefeasible payment in full of the Laurus Debt, at Gryphon's election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus Gryphon may notify each Company's Account Debtors of LaurusGryphon' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Within 15 days of the Closing Date, Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by Company (the "LockboxLockboxes") with ▇▇▇▇▇ Fargo North Fork Bank (the "Lockbox Bank") pursuant to the terms of the Clearing Account Agreement dated August , 2003 certain agreements among the Company, Laurus and ▇▇▇▇▇ Fargo Bankand/or the Lockbox Bank dated as of May 17, (the "Lockbox Agreement")or such other financial institution accepted by Laurus in writing as may be selected by Company (the "Lockbox Bank")2005. On or prior to the Closing Date, Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox Lockboxes on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the LockboxLockboxes. All of Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox Lockboxes or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company receives any payments, Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account. (c) All payments to Laurus pursuant to this Section 8 shall be applied to and reduce amounts due Laurus under the Revolving Note and any Minimum Borrowing Notes. To the extent amounts paid to Laurus pursuant to this Section 8 exceed the outstanding balance under the Revolving Note and any Minimum Borrowing Notes then outstanding, Laurus shall remit such funds to Company by wire transfer within one (1) business day.

Payment of Accounts. (a) Each of Company and each Eligible Subsidiary will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by Company and each Eligible Subsidiary (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo North Fork Bank (the “Lockbox Bank”) pursuant to the terms of the Clearing Account Lockbox Agreement dated August as of October 28, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or 2004 or such other financial institution accepted by Laurus in writing as may be selected by Company (the "Lockbox Bank")and/or any Eligible Subsidiary. On or prior to the Closing Date, each of Company and each Eligible Subsidiary shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's ’s and each Eligible Subsidiary’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any Eligible Subsidiary or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company or any Eligible Subsidiary receives any paymentspayments of any Account or any other property constituting Collateral, Company or such Eligible Subsidiary, as the case may be, shall immediately promptly remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company and each Eligible Subsidiary shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each of Company's ’s and each Eligible Subsidiary’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors who receive invoices from any Company following the date hereof and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or Bank or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "“Lockbox Bank")”) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank dated as of January 3, 2006. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) The Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with ▇▇▇▇▇ Fargo North Fork Bank pursuant to the terms of the Clearing Account Lockbox Agreement dated August June 3, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or or such other financial institution accepted by Laurus in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox, as long as any of the Company's Obligations hereunder remain outstanding. All of the Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of the Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address Lockbox as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, the Company receives any payments, the Company shall immediately remit such payments to Laurus Lockbox in their original form with all necessary endorsements. Until so remitted, the Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. The Company shall pay Laurus the greater of five percent (5%) of the amount of any payment payment, in excess of $5,000, so received by the Company and not delivered in kind to Laurus Lockbox within five ten (510) Business Days following the Company's receipt thereofthereof and $500, such amount to be paid in consideration of Laurus' administration expenses relating thereto. (b) At Laurus' election, following the occurrence of if an Event of DefaultDefault has occurred and is continuing, Laurus may notify the Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to the Company's account.

Payment of Accounts. (a) The Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with ▇▇▇▇▇ Fargo North Fork Bank pursuant to the terms of the Clearing Account Lockbox Agreement dated August December __, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or 2002 or such other financial institution accepted by Laurus in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus (i) to perfect Laurus' first priority security interest in the Blocked Account and (ii) pursuant to which, among other things, which the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an deposit account designated number ___________ maintained by Laurus in writing Borrower with North Fork Bank (the "Blocked Account") and (b) comply only with the instructions or other directions of Laurus concerning the LockboxLockbox and the Blocked Account. All of the Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of the Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, the Company receives any payments, the Company shall immediately remit such payments to Laurus the Blocked Account in their original form with all necessary endorsements. Until so remitted, the Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. The Company shall pay Laurus five percent (5%) of the amount of any payment so received by the Company and not delivered in kind to Laurus the Blocked Account within five (5) Business Days following the Company's receipt thereof. (b) At Laurus' election, following the occurrence of if an Event of DefaultDefault has occurred and is continuing, Laurus may notify the Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to the Company's account. Solely for the above purpose, Company shall cause to be executed as Exhibit 8.b. hereto a letter on Company's letter head addressed to Company's Account Debtors indicating such assignment. Laurus may only use this letter to notify Company's Account Debtors in the Event of Default.

Payment of Accounts. (a) The Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with ▇▇▇▇▇ Fargo Commerce Bank pursuant to the terms of the Clearing Account Lockbox Agreement dated August , 2003 among the Company, [to be established as per agreement with Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or Master Funds] or such other financial institution accepted by Laurus in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to , Within thirty (30) days after the Closing Datedate hereof, the Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of the Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of the Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, the Company receives any payments, the Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, the Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. The Company shall pay Laurus the greater of five percent (5%) of the amount of any payment so received by the Company and not delivered in kind to Laurus within five (5) Business Days following the Company's receipt thereof.thereof and $1000 such amount to be paid in consideration of Laurus' administration expenses relating thereto (b) At Laurus' election, following the occurrence of if an Event of DefaultDefault has occurred and is continuing following any applicable notice and grace periods, Laurus may notify the Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to the Company's account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "LockboxLockboxes") with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or Pacific Western Bank or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "Lockbox Bank")) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank dated as of April , 2006. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) 8.1 Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "LockboxLockboxes") with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or Gateway National Bank or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "Lockbox Bank")) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank, such agreements to be in form and substance reasonably satisfactory to Laurus and effective within thirty (30) days of the date hereof. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) 8.2 At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) The Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with ▇▇▇▇▇ Fargo North Fork Bank pursuant to the terms of the Clearing Account Lockbox Agreement dated August December __, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or 2002 or such other financial institution accepted by Laurus in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus (i) to perfect Laurus' first priority security interest in the Blocked Account and (ii) pursuant to which, among other things, which the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an deposit account designated number ___________ maintained by Laurus in writing Borrower with North Fork Bank (the "Blocked Account") and (b) comply only with the instructions or other directions of Laurus concerning the LockboxLockbox and the Blocked Account. All of the Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of the Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, the Company receives any payments, the Company shall immediately remit such payments to Laurus the Blocked Account in their original form with all necessary endorsements. Until so remitted, the Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. The Company 9 shall pay Laurus five percent (5%) of the amount of any payment so received by the Company and not delivered in kind to Laurus the Blocked Account within five (5) Business Days following the Company's receipt thereof. (b) At Laurus' election, following the occurrence of if an Event of DefaultDefault has occurred and is continuing, Laurus may notify the Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to the Company's account.

Payment of Accounts. Within thirty (a30) days following the date hereof, each Company will shall (i) execute and deliver, and cause Pacific Mercantile Bank or such other financial institution accepted by Calliope (the "Lockbox Bank") to execute and deliver, account control agreements and all such other documentation acceptable to Calliope establishing the control by Calliope over the lockboxes such other deposit accounts as Calliope shall require as maintained by such Company (the "Lockboxes") with the Lockbox Bank, pursuant to which, among other things, the Lockbox Bank agrees to: (A) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Calliope and the Companies mutually in writing and (B) comply only with the instructions or other directions of Calliope concerning the Lockbox and (ii) irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by Company (the "Lockbox") with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or such other financial institution accepted by Laurus in writing as may be selected by Company (the "Lockbox Bank"). On or prior to the Closing Date, Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the LockboxLockboxes. All of each Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus Calliope may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus Calliope in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus Calliope and shall not commingle such payments with any of its other funds or property. Each Company agrees that, notwithstanding anything contained in this Agreement to the contrary, failure to comply with this Section 8(a) shall pay Laurus five percent (5%) constitute an immediate Event of the amount of Default hereunder, not subject to any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Companycure or grace period. At Calliope's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus Calliope may notify each Company's Account Debtors of Laurus' Calliope's security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by Company (the "“Lockbox"”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "“Lockbox Agreement")or Agreement”)or such other financial institution accepted by Laurus in writing as may be selected by Company (the "“Lockbox Bank"”). On or prior to the Closing Date, Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company receives any payments, Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's ’s receipt thereof. (b) At Laurus' ’ election, following the occurrence of an Event of Default, Laurus may notify Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s account.

Payment of Accounts. (a) Until all of the Obligations are irrevocably paid in full, the Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by Company (the "Lockbox") with ▇▇▇▇▇ Fargo North ForkBank (the "Lockbox Bank") pursuant to the terms of the Clearing Account Agreement dated August March __, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or 2004 or such other financial institution accepted by Laurus in writing as may be selected by Company (the "Lockbox Bank")Company. On or prior to the Closing Date, Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company receives any payments, Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may may, upon written notice to the Company, notify Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's accountaccount until the Obligations are irrevocably paid in full.

Payment of Accounts. (a) Company UK Subsidiary will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by Company UK Subsidiary (the "Lockbox") with ▇▇▇▇▇ Fargo Barclays Bank (the "Lockbox Bank") pursuant to the terms of the Clearing Account Agreement dated August December 30, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or or such other financial institution accepted by Laurus in writing as may be selected by Company. The Company shall open a clearing account with Northfork Bank pursuant to the terms of the Clearing Account Agreement dated December 30, 2003 (the "Lockbox BankNorthfork Account"). On or prior to the Closing Date, Company UK Subsidiary shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks checks, wires and all other amounts received therein to an account designated by Laurus in writing the Northfork Account and (b) comply only with the instructions or other directions of Laurus concerning the LockboxLockbox and the proceeds thereof. All of CompanyUK Subsidiary's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company UK Subsidiary or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company Borrower receives any paymentspayments from Account Debtors, Company Borrower shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company Borrower shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify CompanyUK Subsidiary's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "Lockbox"“Lockboxes”) with ▇W▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "“Lockbox Bank")”) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct Security and Purchase Agreement that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' ’ election, following the occurrence of and during the continuance of an Event of Default, Laurus may notify each Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by Company (the "Lockbox") with ▇▇▇▇▇ Fargo Fleet Bank (the "Lockbox Bank") pursuant to the terms of the Clearing Account Agreement dated August 31, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or 2004 or such other financial institution accepted by Laurus in writing as may be selected by Company (the "Lockbox Bank")Company. On or prior to the Closing Date, Company shall and shall cause the Lockbox Bank to enter into all such documentation an agreement by and among the Company, the Lockbox Bank and Laurus, in form and substance acceptable to Laurus (the "Control Agreement"), pursuant to which, among other things, the Lockbox Bank agrees toshall agree: (a) sweep the Lockbox to deposit, on a daily basis and deposit basis, all checks received therein in the Lockbox into a deposit account of the Company (the "Lockbox Account"), (b) on a daily basis, wire transfer (in same day funds) the available balance in the Lockbox Account to an account of Laurus designated by Laurus in writing writing, and (bc) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or or, upon the occurrence and during the continuance of an Event of Default, such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company receives any payments, Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's account.

Payment of Accounts. (a) Each of Company and each Eligible Subsidiary will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by Company and each Eligible Subsidiary (the "LockboxLockboxes") with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or North Fork Bank or such other financial institution accepted by Laurus in writing as may be selected by Company (the "Lockbox Bank")) pursuant to the terms of those certain agreement entered into by the Company, the Eligible Subsidiaries, Laurus and/or the Lockbox Bank. On or prior to the Closing Date, each of Company and each Eligible Subsidiary shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's and each Eligible Subsidiary's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any Eligible Subsidiary or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company or any Eligible Subsidiary receives any payments, Company or such Eligible Subsidiary, as the case may be, shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company and each Eligible Subsidiary shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each of Company's and each Eligible Subsidiary's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo [North Fork Bank, (the "Lockbox Agreement")or ] or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "“Lockbox Bank")”) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank dated as of February , 2006. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) No later than forty five (45) days following the Closing Date, but on or prior to the date upon which the Revolving Commitment Conditions shall be satisfied or otherwise at Agent’s election following the occurrence of an Event of Default which is continuing, each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or Bank or such other financial institution accepted by Laurus the Agent in writing as may be selected by such Company (the "“Lockbox Bank")”) pursuant to the terms of the certain agreements among one or more Companies, the Agent and/or the Lockbox Bank in form and substance acceptable to Agent. On No later than forty five (45) days following the Closing Date, but on or prior to the Closing Datedate upon which the Revolving Commitment Conditions shall be satisfied or otherwise at Agent’s election following the occurrence of an Event of Default which is continuing, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus the Agent pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus the Agent in writing and (b) comply only with the instructions or other directions of Laurus the Agent concerning the Lockbox. All of each Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus the Agent may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus the Agent in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus the Agent for the ratable benefit of the Creditor Parties and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' the Agent’s election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus the Agent may notify each Company's ’s Account Debtors of Laurus' the Agent’s security interest in the Accounts, collect them directly and charge the reasonable collection costs and expenses thereof to Company's Companies’ joint and several account.

Payment of Accounts. (a) Subject to the terms of the Intercreditor Agreement, each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or a bank or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "“Lockbox Bank")”) pursuant to the terms of the certain agreements among one or more Companies, Working Capital Lender and the Lockbox Bank. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Working Capital Lender or Laurus in writing and (b) comply only with the instructions or other directions of Working Capital Lender or Laurus concerning the Lockbox. All of each Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Working Capital Lender or Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Subject to the terms of the Intercreditor Agreement, at Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each of Company and each Eligible Subsidiary will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by Company and each Eligible Subsidiary (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or North Fork Bank or such other financial institution accepted by Laurus in writing as may be selected by Company and/or any Eligible Subsidiary (the "“Lockbox Bank")”) pursuant to the terms of those certain agreements entered into by and among the Lockbox Bank, the Company, the Eligible Subsidiaries and/or Laurus. On or prior to the Closing Date, each of Company and each Eligible Subsidiary shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's ’s and each Eligible Subsidiary’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any Eligible Subsidiary or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company or any Eligible Subsidiary receives any payments, Company or such Eligible Subsidiary, as the case may be, shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company and each Eligible Subsidiary shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each of Company's ’s and each Eligible Subsidiary’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by Company (the "“Lockbox"”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, Bank (the "Lockbox Agreement")or such other financial institution accepted by Laurus in writing as may be selected by Company (the "“Lockbox Bank"”). On or prior to the Closing Date, Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company receives any payments, Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s account.

Payment of Accounts. (a) Each of Company and each Eligible Subsidiary will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by Company and each Eligible Subsidiary (the "LockboxLockboxes") with First National Bank of H▇▇▇▇▇▇▇▇▇ Fargo (the "Lockbox Bank") pursuant to the terms of the Clearing Third Party Blocked Account Agreement dated August as of September 30, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or 2004 or such other financial institution accepted by Laurus in writing as may be selected by Company (the "Lockbox Bank")and/or any Eligible Subsidiary. On or prior to the Closing Date, each of Company and each Eligible Subsidiary shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's and each Eligible Subsidiary's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any Eligible Subsidiary or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company or any Eligible Subsidiary receives any payments, Company or such Eligible Subsidiary, as the case may be, shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company and each Eligible Subsidiary shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each of Company's and each Eligible Subsidiary's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "LockboxLockboxes") with J.P. Morgan Chase Ban▇ ▇▇ N▇▇ ▇▇rk and Chicago, and Wells Fargo Bank in ▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August Angeles, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or or such other financial institution institutions accepted by Laurus in writing as may be selected by such Company (the "Lockbox BankBanks")) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Banks. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing, and the Companies agree to use their best efforts to cause the Account Debtors to mail payments to the applicable Lockbox Bank. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit deposit such payments to Laurus in their original form with all necessary endorsementsthe applicable Lockbox Bank within one (1) Business Day after receipt by the applicable Company. Until so remitteddeposited, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or Bank N.A. or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "“Lockbox Bank")”) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank dated as of July 26, 2005. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each of Company and each Eligible Subsidiary will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by Company and each Eligible Subsidiary (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo Royal Bank of Canada (the “Lockbox Bank”) pursuant to the terms of the Clearing Account Agreement dated August as of October 25, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or 2004 or such other financial institution accepted by Laurus in writing as may be selected by Company (the "Lockbox Bank")and/or any Eligible Subsidiary. On or prior to the Closing Date, each of Company and each Eligible Subsidiary shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (ai) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing (the “Designated Account”), (ii) maintain a blocked account (the “Blocked Account”) into which shall be deposited the proceeds of all payments constituting Collateral other than those delivered directly to the Lockboxes and all moneys to be swept thereto from the Canadian Lockboxes as provided in paragraph (b) below, and (biii) comply only with the instructions or other directions of Laurus concerning the LockboxLockbox and the Blocked Account. All of Company's ’s and each Eligible Subsidiary’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any Eligible Subsidiary or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company or any Eligible Subsidiary receives any payments, Company or such Eligible Subsidiary, as the case may be, shall immediately remit such payments to Laurus in their original form with all necessary endorsementsendorsements or deposit same into the Blocked Account. Until so remitted, Company and each Eligible Subsidiary shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) The Company shall cause T▇▇▇▇▇ Canada to irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral (for the purposes of this Section 8, the term “Collateral” shall also be deemed to include all of T▇▇▇▇▇ Canada’s property and assets and, for greater certainty, shall have the same meaning herein as in the General Security Agreement entered into or to be entered into by T▇▇▇▇▇ Canada in favour of Laurus on or about the date hereof forming part of the Canadian Documentation) to make such payments directly to the lockboxes maintained by T▇▇▇▇▇ Canada (the “Canadian Lockboxes”) with the Lockbox Bank pursuant to the terms of the Blocked Accounts Agreement dated as of October 25, 2004 or such other financial institution accepted by Laurus in writing as may be selected by T▇▇▇▇▇ Canada. On or prior to the Closing Date, T▇▇▇▇▇ Canada shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (i) until the receipt of written notice from Laurus, sweep the Canadian Lockbox on a daily basis and deposit all checks received therein to the Blocked Account, (ii) following receipt by the Lockbox Bank of the notice referred to in clause (i) above, sweep the Canadian Lockbox on a daily basis and deposit all checks received therein to the Designated Account, and (iii) comply only with the instructions or other directions of Laurus concerning the Canadian Lockbox. If, notwithstanding the instructions to Account Debtors, T▇▇▇▇▇ Canada receives any payments, T▇▇▇▇▇ Canada shall, subject to paragraph (c) below, remit such payments to Company to any of the Lockboxes maintained by Company in their original form with all necessary endorsements. Until so remitted, T▇▇▇▇▇ Canada shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. (c) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each of Company's ’s, each Eligible Subsidiary’s and T▇▇▇▇▇ Canada’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries’ joint and several account.

Payment of Accounts. (a) Within thirty (30) days of the Closing Date, each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "LockboxLockboxes") with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or North Fork Bank or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "Lockbox Bank")) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank dated as of February __, 2006. On or prior to Within thirty (30) days of the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) 8.1 Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "LockboxLockboxes") with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or Gateway National Bank or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "Lockbox Bank")) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank dated as of October 31, 2005. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) 8.2 At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or Frost National Bank or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "“Lockbox Bank")”) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank. On or prior to the Original Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each of Company and each Eligible Subsidiary will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by Company and each Eligible Subsidiary (the "LockboxLockboxes") with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August Bank North, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, N.A. (the "Lockbox Agreement")or together with such other financial institution accepted by Laurus in writing as may be selected by Company (and/or any Eligible Subsidiary, the "Lockbox Bank")) pursuant to the terms of the lockbox agreements entered into by the Company and/or the Eligible Subsidiaries and the Lockbox Bank and the related control agreements entered into by the Company and/or the Eligible Subsidiaries, the Lockbox Bank and Laurus. On or prior to the Closing Date, each of Company and each Eligible Subsidiary shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's and each Eligible Subsidiary's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any Eligible Subsidiary or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company or any Eligible Subsidiary receives any payments, (x) with respect to the period from the Closing Date to and including the 45th day following the Closing Date, Company or such Eligible Subsidiary, as the case may be, shall deposit such payments in the appropriate Lockbox and (y) at any time thereafter, Company or such Eligible Subsidiary, as the case may be, shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company and each Eligible Subsidiary shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each of Company's and each Eligible Subsidiary's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) On or before the Closing Date, each Company will irrevocably direct shall (i) establish blocked accounts (“Blocked Accounts”) at each of the banks set forth on Schedule 7(q) hereto (each, a “Relationship Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments forward payment directly to such Blocked Accounts, and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the lockbox maintained by first Business Day after the date of receipt thereof, all cash, checks, money orders, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral of such Company into one or more Blocked Accounts. On or before the Closing Date, Parent shall have established a concentration account in its name (each a “Concentration Account” and collectively, the “Concentration Accounts”) at the bank which shall be designated as the Concentration Account bank on Schedule 7(q) hereto (the "Lockbox"“Concentration Account Bank”), which bank shall be satisfactory to Agent. (b) with ▇▇▇▇▇ Fargo Each Company may maintain, in its name, accounts (each a “Disbursement Account” and collectively, the “Disbursement Accounts”) at a bank acceptable to Agent into which Lenders shall, from time to time, deposit proceeds of Revolving Loans made to such Company pursuant to Section 2 for use by such Company solely in accordance with the terms provisions of Section 13(e). (c) On or before the Clearing Closing Date (or such later date as Agent shall consent to in writing), the Concentration Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (each bank where a Disbursement Account is maintained and all other Relationship Banks, shall have entered into tri-party blocked account agreements with Agent and the "Lockbox Agreement")or such other financial institution accepted by Laurus applicable Company and Subsidiaries thereof, as applicable, in writing as may be selected by Company (the "Lockbox Bank"). On form and substance reasonably acceptable to Agent, which shall become operative on or prior to the Closing Date, Company . Each such blocked account agreement shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to whichprovide, among other things, that (i) all items of payment deposited in such account and proceeds thereof deposited in the Lockbox applicable Concentration Account are held by such bank as agent or bailee-in-possession for Agent, (ii) the bank executing such agreement has no rights of setoff or recoupment or any other claim against such account, as the case may be, other than for payment of its service fees and other charges directly related to the administration of such account and for returned checks or other items of payment, and (iii) from and after the Closing Date (A) with respect to banks at which a Blocked Account is maintained, such bank agrees to forward immediately all amounts in each Blocked Account to such Borrower’s Concentration Account Bank and to commence the process of daily sweeps from such Blocked Account into the applicable Concentration Account and (B) with respect to the Concentration Account Bank, such bank agrees to: (a) sweep to immediately forward all amounts received in the Lockbox on a daily basis and deposit all checks received therein Concentration Account to an account designated by Laurus Agent in writing (the “Collection Account”) through daily sweeps from the Concentration Account into the Collection Account. (d) Notwithstanding anything to the contrary contained in this Section 8, Parent may maintain, in its name, an account (the “Sub-Debt Disbursement Account”) at a bank acceptable to Agent (the “Sub-Debt Disbursement Account Bank”), into which the proceeds from the issuance of the Renewable Unsecured Subordinated Notes received after the Closing Date shall be deposited. On or before the Closing Date, the Sub-Debt Disbursement Account Bank, shall have entered into a tri-party blocked account agreement with Agent and Parent, in form and substance reasonably acceptable to Agent, which shall become operative on or prior to the Closing Date. Such blocked account agreement shall provide, among other things, that (bi) comply only with all items of payment deposited in the instructions Sub-Debt Disbursement Account and proceeds thereof deposited in the Sub-Debt Disbursement Account are held by such bank as agent or other directions bailee-in-possession for Agent, (ii) the bank executing such agreement has no rights of Laurus concerning the Lockbox. All of Company's invoices, account statements and other written setoff or oral communications directing, instructing, demanding or requesting payment of any Account of Company recoupment or any other amount constituting Collateral shall conspicuously direct that all payments be made claim against such account, as the case may be, other than for payment of its service fees and other charges directly related to the Lockbox administration of such account and for returned checks or such other address as Laurus items of payment, and (iii) from and after the Closing Date (A) the Sub-Debt Disbursement Account Bank agrees, from and after the receipt of a notice (an “Activation Notice”) from Agent (which Activation Notice may direct in writing. Ifbe given by Agent at any time at which (1) an Event of Default has occurred and is continuing, notwithstanding the instructions to Account Debtors, Company receives any payments, Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with or (2) an event or circumstance having a Material Adverse Effect has occurred (any of its other funds or property. Company shall pay Laurus five percent (5%) the foregoing being referred to herein as an “Activation Event”)), to forward immediately all amounts in the Sub-Debt Disbursement Account to Parent’s Concentration Account Bank and to commence the process of daily sweeps from the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereofSub-Debt Disbursement Account into the applicable Concentration Account. (be) So long as no Default or Event of Default has occurred and is continuing, Companies may amend Schedule 7(q) to add or replace a Relationship Bank, Blocked Account or to replace any Concentration Account or any Disbursement Account; provided, however, that (i) Agent shall have consented in writing in advance to the opening of such account with the relevant bank and (ii) prior to the time of the opening of such account, the applicable Company or its Subsidiaries thereof, as applicable, and such bank shall have executed and delivered to Agent a Blocked Account agreement, in form and substance reasonably satisfactory to Agent. Companies shall close any of their accounts (and establish replacement accounts in accordance with the foregoing sentence) promptly and in any event within thirty (30) days following notice from Agent that the creditworthiness of any bank holding an account is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within sixty (60) days following notice from Agent that the operating performance, funds transfer or availability procedures or performance with respect to accounts of the bank holding such accounts or Agent’s liability under any tri-party Blocked Account agreement with such bank is no longer acceptable in Agent’s reasonable judgment. (f) The Blocked Accounts, the Disbursement Accounts, the Sub-Debt Disbursement Account and the Concentration Account shall be cash collateral accounts, with all cash, checks and other similar items of payment in such accounts securing payment of the Loans and all other Obligations, and in which each Company and each Subsidiary thereof shall have granted a Lien to Agent pursuant to this Agreement. (g) At Laurus' the Agent’s election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus the Agent may notify each Company's ’s Account Debtors of Laurus' the Agent’s security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account. (h) No Company shall accumulate or maintain cash in (i) the Disbursement Account at Austin Bank as of the date of any determination in excess of an amount equal to three (3) months of payments payable to Autstin Bank under the mortgage note executed by Parent in favor of Austin Bank as in effect on the Closing Date and (b) the Disbursement Account no. ▇▇▇▇▇▇▇▇▇ of STEN Financial Corporation at ▇▇▇▇▇ Fargo Bank as of any date of determination in excess of $25,000.

Payment of Accounts. (a) Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by Company (the "“Lockbox"”) with ▇▇▇▇▇ Fargo North Fork Bank (the “Lockbox Bank”) pursuant to the terms of the Clearing Account Agreement dated August May 27, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or 2004 or such other financial institution accepted by Laurus in writing as may be selected by Company (the "Lockbox Bank")Company. On or prior to the Closing Date, Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company receives any payments, Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s account.

Payment of Accounts. (a) Within forty-five (45) days following the Closing Date, each of Company and each Eligible Subsidiary will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by Company and each Eligible Subsidiary (the "LockboxLockboxes") with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, North Fork Bank (the "Lockbox Agreement")or Bank"), pursuant to such documentation reasonably acceptable to Laurus, or such other financial institution accepted by Laurus in writing as may be selected by Company and/or any Eligible Subsidiary. Within forty-five (the "Lockbox Bank"). On or prior to 45) days following the Closing Date, each of Company and each Eligible Subsidiary shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's and each Eligible Subsidiary's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any Eligible Subsidiary or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company or any Eligible Subsidiary receives any payments, Company or such Eligible Subsidiary, as the case may be, shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company and each Eligible Subsidiary shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each of Company's and each Eligible Subsidiary's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by Company (the "Lockbox") with ▇▇▇▇▇ Fargo Silicon Valley Bank or Barclays Bank (each a "Lockbox Bank") pursuant to the terms of the Clearing Deposit Account Control Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or or such other financial institution accepted by Laurus in writing as may be selected by Company (the "Lockbox Bank")Company. On or prior to the Closing Date, Company shall and shall cause the each Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the each Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company receives any such payments, Company shall immediately remit deposit such payments to Laurus into the Lockbox in their original form with all necessary endorsementsendorsements and within two (2) Business days following such receipt provide Laurus a copy of the check evidencing such payment and the related deposit slip. Until so remitted, Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "LockboxLOCKBOXES") with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or [North Fork] Bank or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "LOCKBOX BANK") pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank")Bank dated as of __________ __, 200__. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to CompanyParent's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or Bank or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "“Lockbox Bank")”) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Company Parent will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by Company Parent (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or North Fork Bank or such other financial institution accepted by Laurus Calliope in writing as may be selected by Company Parent (the "“Lockbox Bank")”) pursuant to the terms of the certain agreements among Parent, Calliope and/or the Lockbox Bank dated as of July ___, 2007. On or prior to the Closing Date, Company Parent shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus Calliope pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus Calliope in writing and (b) comply only with the instructions or other directions of Laurus Calliope concerning the Lockbox. All of Company's Parent’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company Parent or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus Calliope may direct in writing. If, notwithstanding the instructions to Account Debtors, Company Parent receives any payments, Company Parent shall immediately remit such payments to Laurus Calliope in their original form with all necessary endorsements. Until so remitted, Company Parent shall hold all such payments in trust for and as the property of Laurus Calliope and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' Calliope’s election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus Calliope may notify Company's Parent’s Account Debtors of Laurus' Calliope’s security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or National Association or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "“Lockbox Bank")”) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank dated as of October _ 2006. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox, a record of which shall be provided to the Company on its monthly statement of account. All of each Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each of Company and each Eligible Subsidiary will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by Company and each Eligible Subsidiary (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing North Fork Bank (Account Agreement dated August Name: Conversion Services International, 2003 among the CompanyInc, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or Account Number: 2704052105) or such other financial institution accepted by Laurus in writing as may be selected by Company and/or any Eligible Subsidiary (the "“Lockbox Bank")”) pursuant to the terms of lockbox and other control agreements acceptable to Laurus. On or prior to the Closing Date, each of Company and each Eligible Subsidiary shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's ’s and each Eligible Subsidiary’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any Eligible Subsidiary or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company or any Eligible Subsidiary receives any payments, Company or such Eligible Subsidiary, as the case may be, shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company and each Eligible Subsidiary shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each of Company's ’s and each Eligible Subsidiary’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "LockboxLockboxes") with J.P. Morgan Chase Bank i▇ ▇▇▇ ▇▇▇▇ and Chicago, and Wells Fargo pursuant to the terms of the Clearing Account Agreement dated August Bank in Los Angele▇, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or such other financial institution institutions accepted by Laurus in writing as may be selected by such Company (the "Lockbox BankBanks")) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Banks. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing, and the Companies agree to use their best efforts to cause the Account Debtors to mail payments to the applicable Lockbox Bank. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit deposit such payments to Laurus in their original form with all necessary endorsementsthe applicable Lockbox Bank within one (1) Business Day after receipt by the applicable Company. Until so remitteddeposited, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Company The Companies will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with ▇▇▇▇▇ Fargo North Fork Bank pursuant to the terms of the Clearing Account Lockbox Agreement dated August March __, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or or such other financial institution accepted by Laurus in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, Company the Companies shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus (i) to perfect Laurus' first priority security interest in the Blocked Account and (ii) pursuant to which, among other things, which the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an deposit account designated number 2704048186 maintained by Laurus in writing Borrower with North Fork Bank (the "Blocked Account") and (b) comply only with the instructions or other directions of Laurus concerning the LockboxLockbox and the Blocked Account. All of Company's the Companies' invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of the Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, a Company receives any payments, such Company shall immediately remit such payments to Laurus the Blocked Account in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company The Companies shall pay Laurus five two and one half percent (52 1/2%) of the amount of any payment so received by a Company and not delivered in kind to Laurus the Blocked Account within five (5) Business Days following such Company's receipt thereof. (b) At Laurus' election, election following the occurrence of an Event of Default, Laurus may notify Company's Companies' Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's Companies' account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or M&I Bank or such other financial institution accepted by Laurus Calliope in writing as may be selected by such Company (the "“Lockbox Bank")”) pursuant to the terms of the certain agreements among one or more Companies, Calliope and/or the Lockbox Bank. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus Calliope pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus Calliope in writing and (b) comply only with the instructions or other directions of Laurus Calliope concerning the Lockbox. All of each Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus Calliope may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus Calliope in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus Calliope and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' Calliope’s election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus Calliope may notify each Company's ’s Account Debtors of Laurus' Calliope’s security interest in the Accounts, collect them directly and charge the collection costs and reasonable expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) The Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by the Company (the "“Lockbox"”) with ▇▇▇▇▇ Fargo Commerce Bank pursuant to the terms of the Clearing Account Lockbox Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or or such other financial institution accepted by reasonably acceptable to Laurus in writing as may be selected by the Company (the "“Lockbox Bank"”). On or prior to the Closing Date, the Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of the Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of the Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, the Company receives any payments, the Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, the Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. The Company shall pay Laurus five percent (5%) of the amount of any payment so received by the Company and not delivered in kind to Laurus within five ten (510) Business Days following the Company's ’s receipt thereof. (b) The Subsidiary Guarantor will direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by the Subsidiary Guarantor (the “Lockbox”) with Commerce Bank pursuant to the terms of the Lockbox Agreement dated August , 2003 or such other financial institution reasonably acceptable to Laurus in writing as may be selected by the Subsidiary Guarantor (the “the Subsidiary Guarantor Lockbox Bank”). Within 20 days of the Closing Date, the Subsidiary Guarantor shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of the Subsidiary Guarantor’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of the Subsidiary Guarantor or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, the Subsidiary Guarantor receives any payments, the Subsidiary Guarantor shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, the Subsidiary Guarantor shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. The Subsidiary Guarantor shall pay Laurus five percent (5%) of the amount of any payment so received by the Subsidiary Guarantor and not delivered in kind to Laurus within ten (10) Business Days following the Subsidiary Guarantor’s receipt thereof. (c) At Laurus' ’ election, following the occurrence of if an Event of DefaultDefault has occurred and is continuing beyond any applicable grace period, Laurus may notify the Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the reasonable collection costs and expenses thereof to the Company's ’s account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo [Bank, (the "Lockbox Agreement")or ] or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "“Lockbox Bank")”) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or ________ Bank or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "“Lockbox Bank")”) pursuant to the terms of those certain agreements entered into by and among the Lockbox Bank, each Company and/or the Purchaser. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors who receive invoices from any Company following the date hereof and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or Bank or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "“Lockbox Bank")”) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank dated as of , 2005. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each of Company and each Eligible Subsidiary will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by Company and each Eligible Subsidiary (the "LockboxLockboxes") with ▇▇▇▇▇ Fargo North Fork Bank (the "Lockbox Bank") pursuant to the terms of the Clearing Account Lockbox Agreement dated August as of October 28, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or 2004 or such other financial institution accepted by Laurus in writing as may be selected by Company (the "Lockbox Bank")and/or any Eligible Subsidiary. On or prior to the Closing Date, each of Company and each Eligible Subsidiary shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's and each Eligible Subsidiary's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any Eligible Subsidiary or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company or any Eligible Subsidiary receives any paymentspayments of any Account or any other property constituting Collateral, Company or such Eligible Subsidiary, as the case may be, shall immediately promptly remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company and each Eligible Subsidiary shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each of Company's and each Eligible Subsidiary's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "LockboxLockboxes") with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Wachovia Bank, (the "Lockbox Agreement")or National Association, or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "Lockbox Bank")) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank dated as of December 6, 2005. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account of Parent designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or following the occurrence of an Event of Default which is continuing, such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by Company (the "Lockbox") with ▇▇▇▇▇ Fargo Commerce Bank (the "Lockbox Bank") pursuant to the terms of the Clearing Account Agreement dated August November 20, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or or such other financial institution accepted by Laurus in writing as may be selected by Company (the "Lockbox Bank")Company. On or prior to the Closing Date, Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox account (number #7916375160) on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company receives any payments, Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the reasonable collection costs and expenses thereof to Company's account.

Payment of Accounts. (a) The Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Four Party Wholesale Lockbox Agreement dated August March 27, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or or such other financial institution accepted by Laurus in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus (i) to perfect Laurus' first priority security interest in the Blocked Account and (ii) pursuant to which, among other things, which the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an deposit account designated number ___________ maintained by Laurus in writing Borrower with ▇▇▇▇▇ Fargo (the "Blocked Account") and (b) comply only with the instructions or other directions of Laurus concerning the LockboxLockbox and the Blocked Account. All of the Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of the Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, the Company receives any payments, the Company shall immediately remit such payments to Laurus the Blocked Account in their original form with all necessary endorsements. Until so remitted, the Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. The Company shall pay Laurus five percent (5%) of the amount of any payment so received by the Company and not delivered in kind to Laurus the Blocked Account within five (5) Business Days following the Company's receipt thereof. (b) At Laurus' election, following the occurrence of if an Event of DefaultDefault has occurred and is continuing, Laurus may notify the Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to the Company's account.

Payment of Accounts. (a) Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox maintained by Company (the "“Lockbox"”) with ▇▇▇▇▇ Fargo American Chartered Bank (the “Lockbox Bank”) pursuant to the terms of the Clearing Multi Party Blocked Account Agreement dated August September 12, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or or such other financial institution accepted by Laurus in writing as may be selected by Company (the "Lockbox Bank")Company. On or prior to the Closing Date, Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing the Company and (b) comply only with the instructions or other directions of Laurus concerning the LockboxLockbox upon the occurrence of an Event of Default. All of Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or or, while any Event of Default exists and is continuing such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company receives any payments, Company shall immediately remit such payments to Laurus the Lockbox Bank in their original form with all necessary endorsements. Until so remitted, Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "LockboxLockboxes") with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August Wells Fargo, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or N.A. or such other financial institution accepted by Laurus in Lau▇▇▇ ▇n writing as may be selected by such Company (the "Lockbox Bank")) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company Laurus hereby agrees that on and after the Closing Date and prior to thirty (30) days following the Closing Date, each of Bank North and/or Wells Fargo, N.A. shall pay Laurus five percent be permitted to be a Lockbox Bank; provided t▇▇▇ ▇n and after thirty (5%30) of days following the amount of any payment so received Closing Date, Wells Fargo, N.A. shall be the only permitted Lockbox Bank, unless ot▇▇▇▇▇se agreed to in writing by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereofLaurus. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "LockboxLockboxes") with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or JPMorgan Chase Bank or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "Lockbox Bank")) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank to be entered into within thirty (30) days of the Closing Date. On or prior to Within thirty (30) days of the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "LockboxLockboxes") with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or Bank N.A. or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "Lockbox Bank")) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank dated as of July 26, 2005. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "Lockbox"“Lockboxes”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or Silicon Valley Bank or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "“Lockbox Bank")”) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank dated as of , 2006. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) Company Companies will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral (excluding Investment Property) to make such payments directly to the lockbox maintained by the Company Agent (the "Lockbox") with ▇▇▇▇▇ Fargo ___________ pursuant to the terms of the Clearing Account Lockbox Agreement dated August __________, 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or 2004 or such other financial institution accepted by Laurus in writing as may be selected by the Company Agent (the "Lockbox Bank"). On or prior to the Closing Date, the Company Agent shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's Companies' invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any other amount constituting Collateral Companies shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company Companies shall pay Laurus five percent (5%) of the amount of any payment so received by any Company and not delivered in kind to Laurus within five ten (510) Business Days following such Company's receipt thereof. (b) At Laurus' election, election following the occurrence of an Event of Default, Laurus may notify Company's Companies' Account Debtors of Laurus' security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's Companies' account.

Payment of Accounts. (a) Each Company will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by such Company (the "“Lockbox"”) with ▇▇▇▇▇ Fargo pursuant to the terms of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or LaSalle Business Credit LLC or such other financial institution accepted by Laurus in writing as may be selected by such Company (the "“Lockbox Bank")”) pursuant to the terms of the certain agreements among one or more Companies, Laurus and/or the Lockbox Bank dated as of March 15, 2006. On or prior to the Closing Date, each Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of each Company's ’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writingLockbox. If, notwithstanding the instructions to Account Debtors, any Company receives any payments, such Company shall immediately remit such payments to Laurus Lockbox in their original form with all necessary endorsements. Until so remitted, such Company shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) At Laurus' ’ election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify each Company's ’s Account Debtors of Laurus' ’ security interest in the Accounts, collect them directly and charge the collection costs and expenses thereof to Company's ’s and the Eligible Subsidiaries joint and several account.

Payment of Accounts. (a) The Company and each Eligible Subsidiary will irrevocably direct all of its present and future Account Debtors Consumer Borrowers and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockbox lockboxes maintained by the Company and the Eligible Subsidiaries (the "LockboxLockboxes") with ▇▇▇▇▇ Fargo pursuant to the terms The Bank of the Clearing Account Agreement dated August , 2003 among the Company, Laurus and ▇▇▇▇▇ Fargo Bank, (the "Lockbox Agreement")or Nova Scotia or such other financial institution accepted by Laurus in writing as may be selected by the Company (the "Lockbox Bank") pursuant to the terms of the certain agreements among one or more of the Company, the Eligible Subsidiaries, Laurus and/or the Lockbox Bank dated as of May 31, 2006 (or on such later date as may be determined by Laurus in its sole discretion). Any proceeds obtained in connection with the enforcement of any Mortgage Loan and any proceeds payable pursuant to the Mortgage Insurance shall be deposited in the Lockbox. On or prior to the Closing Date, the Company shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of the Company's and the Eligible Subsidiaries' invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of the Company or an Eligible Subsidiary or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account DebtorsConsumer Borrowers,, the Company or an Eligible Subsidiary receives any payments, the Company or an Eligible Subsidiary shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, the Company or an Eligible Subsidiary shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property. Company shall pay Laurus five percent (5%) of the amount of any payment so received by Company and not delivered in kind to Laurus within five (5) Business Days following Company's receipt thereof. (b) On or prior to the Closing Date, the Company and each Eligible Subsidiary shall and shall cause the Lockbox Bank to enter into a blocked account agreement in form and substance satisfactory to Laurus, with respect to each operating bank account set out on Schedule B hereto. (c) At Laurus' election, following the occurrence of an Event of DefaultDefault which is continuing, Laurus may notify the Company's Account Debtors and/or the Eligible Subsidiaries' Consumer Borrowers of Laurus' security interest in the AccountsMortgages, collect them directly and charge the collection costs and expenses thereof to Company's account.