A.

PARTIES

(1)

Bibby Invoice Discounting Limited whose registered office is at 105 Duke Street, Liverpool L1 5JQ (registered number 4105467) ( “we” / “us” ); and

(2)

the client identified in the Client Particulars ( “you” ).

1.

This Agreement is a recourse invoice discounting agreement and sets out the terms upon which we will purchase your Debts. Until we tell you to the contrary:

2.

You agree to sell and we agree to purchase with full title guarantee on the terms of this Agreement all the Debts referred to in clause 4 of the Particulars.

3.

“This Agreement” shall comprise this document, the Standard Conditions for the Purchase of Debts (Edition A/2004) and any schedule or other document expressly incorporated into this Agreement and any variation or extension agreed in accordance with condition 16 of the Standard Conditions. Any terms set out in a Letter of Offer and any other statements or representations by us or implied terms are excluded.

4.

This Agreement is dated on the date on which the last of us signs it.

1.

The Commencement Date is (condition 2.1).

2.

The Minimum Period of this Agreement is 18 months from the first day of the month following the Commencement Date (condition 2.1).

3.

The Minimum Notice Period is 6 months (condition 2.1).

4.

This Agreement shall apply to the following categories of Debts: All Debts (condition 3.1).

5.

The Approved Funding Percentage is 80% (Domestic), 70% (Export) (definition of “Available Funds” in condition 21).

6.

The Customer Concentration Percentage is 10% or £100,000 of approved sales ledger for prepayment purposes subject to credit worthiness of the debtor concerned, unless specifically agreed (condition 6.8.3).

7.

The Retrospective Fee is 0.25% (Domestic), 0.3% (Export) (condition 7.1.1).

8.

The Fee is 0.25% (Domestic), 0.3% (Export) (condition 7.1.2).

9.

The Refactoring Fee is 0.5% of the Notified Value of each Debt which is Outstanding 90 days after the end of the month (condition 7.1.3).

10.

The Minimum Fees shall be £60,000 a year (condition 7.3).

11.

The Factor’s Discount is 2.00% above the higher of Barclays Bank Plc base rate or 3 month LIBOR subject to a minimum of 3.5% (conditions 7.9 and 7.10).

12.

The Funding Limit is £2,500,000, increasing to £3,500,000 (See condition No. 47) (condition 6.8.2).

13.

The Credit Note Limit is £1,000 excluding Value Added Tax (condition 10.1.4).

14.

The Approval Period is 90 days from the date of the relevant invoice (condition 5.7).