Common use of Payment of Accounts Clause in Contracts

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 lockboxes maintained by Company and each Eligible Subsidiary (the "Lockboxes") with North Fork Bank, the 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.

Payment of Accounts. (a) Each of 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 lockboxes maintained by the Company and each Eligible Subsidiary (the "Canadian Lockboxes") with North Fork Bank, the Royal The Toronto-Dominion Bank of Canada or such other financial institution accepted by Laurus in writing as may be selected by the Company and/or any Eligible Subsidiary (collectively, the "Canadian Lockbox Bank") pursuant to the terms of the documentation acceptable to Lauruscertain 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, each of the Company and each Eligible Subsidiary 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 and each Eligible Subsidiary's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of the Company or any Eligible Subsidiary 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 or any Eligible Subsidiary receives any payments, the 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, the 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.

Payment of Accounts. (a) Each of Company and each Eligible Subsidiary 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 lockboxes lockbox maintained by Company and each Eligible Subsidiary (the "LockboxesLockbox") with North Fork NorthFork Bank (the "Lockbox Bank") pursuant to the terms of the Clearing Account Agreement dated March __, the Royal Bank of Canada 2004 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 LaurusCompany. 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. 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 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. At Laurus' election, following the occurrence of an Event of Default 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 lockboxes maintained by Company and each Eligible Subsidiary (the "Lockboxes") with North Fork Bank, the Royal First National Bank of Canada Hxxxxxxxxx (the "Lockbox Bank") pursuant to the terms of the Third Party Blocked Account Agreement dated as of September 30, 2004 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 LaurusSubsidiary. 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.

Payment of Accounts. (a) Each 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 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 lockboxes maintained by such Company and each Eligible Subsidiary (the "“Lockboxes"”) with North Fork Bank, the Royal Xxxxx Fargo Bank of Canada or such other financial institution accepted by Laurus the Agent in writing as may be selected by such Company and/or any Eligible Subsidiary (collectively, the "“Lockbox Bank"”) pursuant to the terms of the documentation certain agreements among one or more Companies, the Agent and/or the Lockbox Bank in form and substance acceptable to LaurusAgent. 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 of Company and each Eligible Subsidiary 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 and each Eligible Subsidiary'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 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 the Agent may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company or any Eligible Subsidiary receives any payments, such Company or such Eligible Subsidiary, as the case may be, shall immediately remit such payments to Laurus the Agent in their original form with all necessary endorsements. Until so remitted, such Company and each Eligible Subsidiary 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.

Payment of Accounts. (a) 8.1 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 lockboxes maintained by such Company and each Eligible Subsidiary (the "Lockboxes") with North Fork Bank, the Royal Gateway National Bank of Canada or such other financial institution accepted by Laurus in writing as may be selected by such Company and/or any Eligible Subsidiary (collectively, the "Lockbox Bank") pursuant to the terms of the documentation acceptable certain agreements among one or more Companies, Laurus and/or the Lockbox Bank, such agreements to Laurusbe 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 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 each 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 any 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, any Company or any Eligible Subsidiary receives any payments, such 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, such 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.

Payment of Accounts. (a) Each of 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 lockboxes maintained by the Company and each the Eligible Subsidiary Subsidiaries (the "Lockboxes") with North Fork Bank, the Royal The Bank of Canada Nova Scotia or such other financial institution accepted by Laurus in writing as may be selected by the Company and/or any Eligible Subsidiary (collectively, the "Lockbox Bank") pursuant to the terms of the documentation acceptable 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 Laurusthe Mortgage Insurance shall be deposited in the Lockbox. On or prior to the Closing Date, each of the 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 the Company's and each the Eligible Subsidiary's Subsidiaries' invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of the Company or any 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 any an Eligible Subsidiary receives any payments, the Company or such an Eligible Subsidiary, as the case may be, Subsidiary shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, the Company and each 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.

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 lockboxes maintained by such Company and each Eligible Subsidiary (the "Lockboxes") with North Fork BankWells Fargo, the Royal Bank of Canada N.A. or such other financial institution accepted by Laurus in Lauxxx xn writing as may be selected by such Company and/or any Eligible Subsidiary (collectively, the "Lockbox Bank") pursuant to the terms of the documentation acceptable to Lauruscertain agreements among one or more Companies, 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 each 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 any 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, any Company or any Eligible Subsidiary receives any payments, such 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, such 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. 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 be permitted to be a Lockbox Bank; provided txxx xn and after thirty (30) days following the Closing Date, Wells Fargo, N.A. shall be the only permitted Lockbox Bank, unless otxxxxxse agreed to in writing by Laurus.

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 lockboxes maintained by Company and each Eligible Subsidiary (the "“Lockboxes"”) with North Fork Bank (the “Lockbox Bank”) pursuant to the terms of the Lockbox Agreement dated as of October 28, the Royal Bank of Canada 2004 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 LaurusSubsidiary. 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 ’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.

Payment of Accounts. (a) Each of 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 lockboxes lockbox maintained by the Company and each Eligible Subsidiary (the "LockboxesLockbox") with North Fork BankBank pursuant to the terms of the Lockbox Agreement dated June 3, the Royal Bank of Canada 2003 or such other financial institution accepted by Laurus in writing as may be selected by the 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 the 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, as long as any of the Company's Obligations hereunder remain outstanding. All of the 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 the 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 Lockbox as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, the Company or any Eligible Subsidiary receives any payments, the Company or such Eligible Subsidiary, as the case may be, shall immediately remit such payments to Laurus Lockbox in their original form with all necessary endorsements. Until so remitted, the 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. The Company shall pay Laurus the greater of five percent (5%) of the amount of any payment, in excess of $5,000, so received by the Company and not delivered in kind to Lockbox within ten (10) Business Days following the Company's receipt thereof and $500, such amount to be paid in consideration of Laurus' administration expenses relating thereto.

Payment of Accounts. (a) Each Within thirty (30) days of the Closing Date, each 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 lockboxes maintained by such Company and each Eligible Subsidiary (the "Lockboxes") with North Fork Bank, the Royal Bank of Canada or such other financial institution accepted by Laurus in writing as may be selected by such Company and/or any Eligible Subsidiary (collectively, the "Lockbox Bank") pursuant to the terms of the documentation acceptable to Lauruscertain 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 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 each 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 any 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, any Company or any Eligible Subsidiary receives any payments, such 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, such 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.

Payment of Accounts. (a) Each of Company and each Eligible 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 lockboxes lockbox maintained by Company and each Eligible UK Subsidiary (the "LockboxesLockbox") with North Fork Barclays Bank (the "Lockbox Bank") pursuant to the terms of the Clearing Account Agreement dated December 30, the Royal Bank of Canada 2003 or such other financial institution accepted by Laurus in writing as may be selected by Company. The Company and/or any Eligible Subsidiary (collectively, the "Lockbox Bank") shall open a clearing account with Northfork Bank pursuant to the terms of the documentation acceptable to LaurusClearing Account Agreement dated December 30, 2003 (the "Northfork Account"). On or prior to the Closing Date, each of Company and each Eligible 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 Company's and each Eligible UK 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 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 or any Eligible Subsidiary Borrower receives any paymentspayments from Account Debtors, Company or such Eligible Subsidiary, as the case may be, Borrower shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company and each Eligible Subsidiary 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.

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 lockboxes maintained by Company and each Eligible Subsidiary (the "“Lockboxes"”) with North Fork Bank, the Royal Bank of Canada (the “Lockbox Bank”) pursuant to the terms of the Clearing Account Agreement dated as of October 25, 2004 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 LaurusSubsidiary. 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 ’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.

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 lockboxes maintained by such Company and each Eligible Subsidiary (the "Lockboxes") with North Fork Bank, the Royal JPMorgan Chase Bank of Canada or such other financial institution accepted by Laurus in writing as may be selected by such Company and/or any Eligible Subsidiary (collectively, the "Lockbox Bank") pursuant to the terms of the documentation acceptable certain agreements among one or more Companies, Laurus and/or the Lockbox Bank to Laurusbe entered into within thirty (30) days of the Closing Date. On or prior to Within thirty (30) days of 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 each 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 any 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, any Company or any Eligible Subsidiary receives any payments, such 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, such 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.

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 lockboxes maintained by such Company and each Eligible Subsidiary (the "Lockboxes") with North Fork BankJ.P. Morgan Chase Bank ix Xxx Xxxx and Chicago, the Royal and Wells Fargo Bank of Canada or in Los Angelex, xx such other financial institution institutions accepted by Laurus in writing as may be selected by such Company and/or any Eligible Subsidiary (collectively, the "Lockbox BankBanks") pursuant to the terms of the documentation acceptable to Lauruscertain agreements among one or more Companies, Laurus and/or the Lockbox Banks. 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 each 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 any 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, 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 or any Eligible Subsidiary receives any payments, such Company or such Eligible Subsidiary, as the case may be, 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 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.

Payment of Accounts. (a) Each of 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 lockboxes lockbox maintained by the Company and each Eligible Subsidiary (the "LockboxesLockbox") with North Fork BankBank pursuant to the terms of the Lockbox Agreement dated December __, the Royal Bank of Canada 2002 or such other financial institution accepted by Laurus in writing as may be selected by the 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 the Company and each Eligible Subsidiary 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 and each Eligible Subsidiary's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of the 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, the Company or any Eligible Subsidiary receives any payments, the Company or such Eligible Subsidiary, as the case may be, shall immediately remit such payments to Laurus the Blocked Account in their original form with all necessary endorsements. Until so remitted, the 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. 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 the Blocked Account within five (5) Business Days following the Company's receipt thereof.

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 lockboxes maintained by such Company and each Eligible Subsidiary (the "LockboxesLOCKBOXES") with [North Fork Bank, the Royal Fork] Bank of Canada or such other financial institution accepted by Laurus in writing as may be selected by such Company and/or any Eligible Subsidiary (collectively, the "Lockbox BankLOCKBOX BANK") pursuant to the terms of the documentation acceptable to Lauruscertain agreements among one or more Companies, Laurus and/or the Lockbox Bank dated as of __________ __, 200__. 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 each 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 any 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, any Company or any Eligible Subsidiary receives any payments, such 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, such 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.

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 lockboxes maintained by Company and each Eligible Subsidiary (the "Lockboxes") with North Fork BankBank North, the Royal Bank of Canada or N.A. (together with such other financial institution accepted by Laurus in writing as may be selected by Company and/or any Eligible Subsidiary (collectivelySubsidiary, the "Lockbox Bank") pursuant to the terms of the documentation acceptable to 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.

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 lockboxes maintained by Company and each Eligible Subsidiary (the "Lockboxes") with North Fork Bank, the 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 those certain agreement entered into by the documentation acceptable to LaurusCompany, 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.

Payment of Accounts. (a) Each 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 lockboxes maintained by Company and each Eligible Subsidiary (the "Lockboxes") with North Fork Bank (the "Lockbox Bank"), the Royal Bank of Canada 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 Subsidiary. Within forty-five (collectively, the "Lockbox Bank"45) pursuant to the terms of the documentation acceptable to Laurus. On or prior to 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.

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 lockboxes maintained by Company and each Eligible Subsidiary (the "“Lockboxes"”) with North Fork BankBank (Account Name: Conversion Services International, the Royal Bank of Canada Inc, Account Number: 2704052105) 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 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 ’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.

Payment of Accounts. (a) Each of 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 lockboxes lockbox maintained by the Company and each Eligible Subsidiary (the "LockboxesLockbox") with North Fork BankBank pursuant to the terms of the Lockbox Agreement dated December __, the Royal Bank of Canada 2002 or such other financial institution accepted by Laurus in writing as may be selected by the 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 the Company and each Eligible Subsidiary 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 and each Eligible Subsidiary's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of the 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, the Company or any Eligible Subsidiary receives any payments, the Company or such Eligible Subsidiary, as the case may be, shall immediately remit such payments to Laurus the Blocked Account in their original form with all necessary endorsements. Until so remitted, the 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. 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 the Blocked Account within five (5) Business Days following the Company's receipt thereof.

Payment of Accounts. (a) Each of Company and each Eligible Subsidiary 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 lockboxes maintained by such Company and each Eligible Subsidiary (the "“Lockboxes"”) with North Fork Bank, the Royal Xxxxx Fargo Bank of Canada or such other financial institution accepted by Laurus in writing as may be selected by such Company and/or any Eligible Subsidiary (collectively, the "“Lockbox Bank"”) pursuant to the terms of the documentation acceptable to Lauruscertain 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 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 each Company's and each Eligible Subsidiary'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 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, any Company or any Eligible Subsidiary receives any payments, such 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, such 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.

Payment of Accounts. (a) Each of 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 lockboxes maintained by the Company and each the Eligible Subsidiary Subsidiaries (the "Lockboxes") with North Fork Bank, the Royal Bank of Canada or such other financial institution accepted by Laurus in writing as may be selected by the Company and/or any Eligible Subsidiary (collectively, the "Lockbox Bank") pursuant to the terms of the documentation acceptable to Lauruscertain 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, each of the 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 the Company's and each the Eligible Subsidiary's Subsidiaries' invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of the Company or any 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 any an Eligible Subsidiary receives any payments, the Company or such an Eligible Subsidiary, as the case may be, Subsidiary shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, the Company and each 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.

Payment of Accounts. Within thirty (a30) Each days following the date hereof, each Company 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 Company Calliope concerning the Lockbox and each Eligible Subsidiary will (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 lockboxes maintained by Company and each Eligible Subsidiary (the "Lockboxes") with North Fork Bank, the 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 each 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 any 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 Calliope may direct in writing. If, notwithstanding the instructions to Account Debtors, any Company or any Eligible Subsidiary receives any payments, such Company or such Eligible Subsidiary, as the case may be, shall immediately remit such payments to Laurus Calliope in their original form with all necessary endorsements. Until so remitted, such Company and each Eligible Subsidiary 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 constitute an immediate Event of Default hereunder, not subject to any cure or grace period. At Calliope's election, following the occurrence of an Event of Default which is continuing, Calliope may notify each Company's Account Debtors of 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) Each of 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 lockboxes lockbox maintained by the Company and each Eligible Subsidiary (the "LockboxesLockbox") with North Fork Bank, Commerce Bank pursuant to the Royal Bank terms of Canada the Lockbox Agreement dated [to be established as per agreement with Laurus Master Funds] or such other financial institution accepted by Laurus in writing as may be selected by the Company and/or any Eligible Subsidiary (collectively, the "Lockbox Bank"). , Within thirty (30) pursuant to days after the terms of date hereof, 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 the 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 the 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, the Company or any Eligible Subsidiary receives any payments, the 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, the 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.. 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 and $1000 such amount to be paid in consideration of Laurus' administration expenses relating thereto

Payment of Accounts. (a) Each of Not later than July 31, 2006, Company shall, and each Eligible Subsidiary will shall cause Stockeryale 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 Stockeryale Canada’s property and assets and, for greater certainty, shall include all of Stockeryale Canada’s “Property” as defined in the General Hypothecation) to make such payments directly to the lockboxes maintained by such Company and each Eligible Subsidiary or Stockeryale Canada (the "“Lockboxes"”) with North Fork Bank, the Royal Bank of Canada or such other a financial institution accepted by Laurus in writing as may be selected by such Company and/or any Eligible Subsidiary or Stockeryale Canada (collectively, the "“Lockbox Bank"”) pursuant to the terms of the documentation acceptable to Lauruscertain agreements among one or more Companies or Stockeryale Canada, as applicable, Laurus and/or the Lockbox Bank. On or prior to Simultaneously with the Closing Dateestablishment of the aforementioned Lockbox arrangement, each of Company and each Eligible Subsidiary shall shall, and shall cause Stockeryale Canada to, 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 and each Eligible Subsidiary's Stockeryale Canada’s invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Company or any Eligible Subsidiary Stockeryale Canada 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 or any Eligible Subsidiary Stockeryale Canada receives any payments, such Company or such Eligible Subsidiary, as the case may be, shall immediately remit or cause Stockeryale Canada to remit, as applicable, such payments to Laurus in their original form with all necessary endorsements. Until so remitted, such Company shall, and each Eligible Subsidiary shall cause Stockeryale Canada to, 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.

Payment of Accounts. (a) Each Within 15 days of the Closing Date, 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 lockboxes maintained by Company and each Eligible Subsidiary (the "Lockboxes") with North Fork Bank, the 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 Lauruscertain agreements among Company, Laurus and/or the Lockbox Bank dated as of May 17, 2005. 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 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 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 Lockboxes 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.

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 lockboxes maintained by such Company and each Eligible Subsidiary (the "Lockboxes") with North Fork BankJ.P. Morgan Chase Banx xx Nxx Xxrk and Chicago, the Royal and Wells Fargo Bank of Canada in Xxx Angeles, or such other financial institution institutions accepted by Laurus in writing as may be selected by such Company and/or any Eligible Subsidiary (collectively, the "Lockbox BankBanks") pursuant to the terms of the documentation acceptable to Lauruscertain agreements among one or more Companies, Laurus and/or the Lockbox Banks. 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 each 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 any 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, 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 or any Eligible Subsidiary receives any payments, such Company or such Eligible Subsidiary, as the case may be, 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 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.

Payment of Accounts. (a) Each of Company and each Eligible Subsidiary 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 lockboxes lockbox maintained by the Company and each Eligible Subsidiary Agent (the "LockboxesLockbox") with North Fork Bank___________ pursuant to the terms of the Clearing Account Lockbox Agreement dated __________, the Royal Bank of Canada 2004 or such other financial institution accepted by Laurus in writing as may be selected by the Company and/or any Eligible Subsidiary Agent (collectively, the "Lockbox Bank") pursuant to the terms of the documentation acceptable to Laurus). On or prior to the Closing Date, each of the Company and each Eligible Subsidiary 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 and each Eligible Subsidiary's Companies' 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 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 or any Eligible Subsidiary receives any payments, such 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, such 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. 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 ten (10) Business Days following such Company's receipt thereof.

Payment of Accounts. (a) Each of Company and each Eligible Subsidiary 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 lockboxes maintained by such Company and each Eligible Subsidiary (the "“Lockboxes"”) with North Fork Bank, the Royal Xxxxx Fargo Bank of Canada or such other financial institution accepted by Laurus in writing as may be selected by such Company and/or any Eligible Subsidiary (collectively, the "“Lockbox Bank"”) pursuant to the terms of the documentation acceptable to Lauruscertain agreements among one or more Companies, Laurus and/or the Lockbox Bank dated as of , 2005. 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 each Company's and each Eligible Subsidiary'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 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, any Company or any Eligible Subsidiary receives any payments, such 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, such 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.

Payment of Accounts. (a) Each of Company and each Eligible Subsidiary 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 lockboxes maintained by Company and each Eligible Subsidiary Parent (the "“Lockboxes"”) with North Fork Bank, the Royal Bank of Canada or such other financial institution accepted by Laurus Calliope in writing as may be selected by Company and/or any Eligible Subsidiary Parent (collectively, the "“Lockbox Bank"”) pursuant to the terms of the documentation acceptable to Lauruscertain agreements among Parent, Calliope and/or the Lockbox Bank dated as of July ___, 2007. On or prior to the Closing Date, each of Company and each Eligible Subsidiary 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 and each Eligible Subsidiary's Parent’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 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 or any Eligible Subsidiary Parent receives any payments, Company or such Eligible Subsidiary, as the case may be, Parent shall immediately remit such payments to Laurus Calliope in their original form with all necessary endorsements. Until so remitted, Company and each Eligible Subsidiary 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.

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 lockboxes maintained by Company and each Eligible Subsidiary (the "Lockboxes") with North Fork Bank, the 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 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.

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 lockboxes maintained by Company and each Eligible Subsidiary (the "Lockboxes") with North Fork Bank (the "Lockbox Bank") pursuant to the terms of the Lockbox Agreement dated as of October 28, the Royal Bank of Canada 2004 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 LaurusSubsidiary. 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.

Payment of Accounts. (a) Each of 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 lockboxes lockbox maintained by the Company and each Eligible Subsidiary (the "LockboxesLockbox") with North Fork BankXxxxx Fargo pursuant to the terms of the Four Party Wholesale Lockbox Agreement dated March 27, the Royal Bank of Canada 2003 or such other financial institution accepted by Laurus in writing as may be selected by the 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 the Company and each Eligible Subsidiary 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 Xxxxx 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 and each Eligible Subsidiary's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of the 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, the Company or any Eligible Subsidiary receives any payments, the Company or such Eligible Subsidiary, as the case may be, shall immediately remit such payments to Laurus the Blocked Account in their original form with all necessary endorsements. Until so remitted, the 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. 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 the Blocked Account within five (5) Business Days following the Company's receipt thereof.

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 lockboxes lockbox maintained by Company and each Eligible Subsidiary (the "LockboxesLockbox") with North Fork Fleet Bank (the "Lockbox Bank") pursuant to the terms of the Clearing Account Agreement dated August 31, the Royal Bank of Canada 2004 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 LaurusCompany. 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 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 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 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 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.

Payment of Accounts. (a) Each of 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 lockboxes lockbox maintained by the Company and each Eligible Subsidiary (the "Lockboxes"“Lockbox”) with North Fork BankCommerce Bank pursuant to the terms of the Lockbox Agreement dated August , the Royal Bank of Canada 2003 or such other financial institution accepted by reasonably acceptable to Laurus in writing as may be selected by the 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 the 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 the Company's and each Eligible Subsidiary'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 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 any Eligible Subsidiary receives any payments, the 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, the 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. 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 ten (10) Business Days following the Company’s receipt thereof.

Payment of Accounts. (a) Each of 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 lockboxes lockbox maintained by the Company and each Eligible Subsidiary (the "LockboxesLockbox") with North Fork BankCommerce Bank pursuant to the terms of the Lockbox Agreement dated July 31, the Royal Bank of Canada 2003 or such other financial institution accepted by Laurus in writing as may be selected by the 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 the 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, as long any of the Company's Obligations hereunder remain outstanding. All of the 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 the 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 Lockbox as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, the Company or any Eligible Subsidiary receives any payments, the Company or such Eligible Subsidiary, as the case may be, shall immediately remit such payments to Laurus Lockbox in their original form with all necessary endorsements. Until so remitted, the 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. The Company shall pay Laurus the greater of five percent (5%) of the amount of any payment, in excess of $5,000, so received by the Company and not delivered in kind to Lockbox within ten (10) Business Days following the Company's receipt thereof and $500, such amount to be paid in consideration of Laurus' administration expenses relating thereto.

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 lockboxes lockbox maintained by Company and each Eligible Subsidiary (the "LockboxesLockbox") with North Fork Silicon Valley Bank or Barclays Bank (each a "Lockbox Bank, ") pursuant to the Royal Bank terms of Canada the Deposit Account Control Agreement 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 LaurusCompany. On or prior to the Closing Date, each of Company and each Eligible Subsidiary 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 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 such payments, Company or such Eligible Subsidiary, as the case may be, 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 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.

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 lockboxes lockbox maintained by Company and each Eligible Subsidiary (the "LockboxesLockbox") with North Fork Commerce Bank (the "Lockbox Bank") pursuant to the terms of the Clearing Account Agreement dated November 20, the Royal Bank of Canada 2003 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 LaurusCompany. 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 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 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.

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 lockboxes maintained by Company and each Eligible Subsidiary (the "“Lockboxes"”) with North Fork Bank, the 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 those certain agreements entered into by and among the documentation acceptable to 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 ’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.