

| • | Factoring & Security Agreement |
| • | Certificate of Resolution |
| • | Notification of Assignment |
| • | Release of Assignment (3 different versions) |
| • | Recommended UCC-1 Collateral Description |
| • | Waiver of Defenses Letter |
| • | Continuing (Personal) Guaranty |
| • | Validity Guaranty |



| • | IRS "stop gap" Subordination |
| • | Buyout Document for Incoming Factor |
| • | Buyout Document for Outgoing Factor |
| • | Marshaling Letter |
| • | Assistance with proper UCC-1 Filings |
| • | One Intercreditor Agreement Completed if and when necessary |
| • | Full personalization of the above documents. Includes: |
| O | The name of the factor in all documents. |
| O | Any industry specific language for the type of industry being factored. |
| O | Future factoring documentation questions. (Does not include any type of litigation or assistance in putting a deal together.) |
| O | 2 hours of legal counsel (in 1/4 hour billing increments) for discussing the documentation, answering questions, beginning to put a deal together or whatever issues may arise. After 2 hours of tracked time, $125.00/hour for consultation, assistance, drafting, etc. |

| • | Factoring & Security Agreement |
| • | Certificate of Resolution |
| • | Notification of Assignment |
| • | Release of Assignment (3 different versions) |
| • | Recommended UCC-1 Collateral Description |
| • | Waiver of Defenses Letter |
| • | Continuing (Personal) Guaranty |
| • | Validity Guaranty |
| • | IRS "stop gap" Subordination |
| • | Buyout Document for Incoming Factor |
| • | Buyout Document for Outgoing Factor |
| • | Marshaling Letter |
| • | Assistance with proper UCC-1 Filings |
| • | One Intercreditor Agreement Completed if and when necessary |
| • | Full personalization of the above documents. Includes: |
| O | The name of the factor in all documents. |
| O | Any industry specific language for the type of industry being factored. |
| O | Future factoring documentation questions. (Does not include any type of litigation or assistance in putting a deal together.) |
| O | 2 hours of legal counsel (in 1/4 hour billing increments) for discussing the documentation, answering questions, beginning to put a deal together or whatever issues may arise. After 2 hours of tracked time, $125.00/hour for consultation, assistance, drafting, etc. |











