a)

Eligible client invoices are determined at the discretion of United and transferred/factored by Centinela to United with full recourse;

b)

Centinela receives advances from United at the rate of 85% of the face value of such factored invoices. Simultaneously, United withholds 15% of such advances in a “reserve account” for the benefit of Centinela;

c)

Payments made by Centinela clients related to such factored invoices are remitted by such clients directly to United;

d)

Interest accrues on the outstanding advances at the Prime Rate as published in the Wall Street Journal plus 2.25% with a floor of 6.6% and such amounts are payable on the first of each month in arrears;

e)

Factoring fees accrue on the face amount of factored invoices at the annual rate of 6% and are deducted from the reserve account every thirty days; and

f)

Such interest and factoring fees continue to accrue until the subject invoice is paid in full. At that time, United takes the difference between the amount received from the client and the amount originally advanced by United to Centinela, adjusts that difference for any earned but unpaid interest and factoring fees, remits the adjusted difference to Centinela, and then closes the transaction.