, new versions and substitution of any new product thereof, together with all documentation, training manuals, and supplemental computer hardware. ATFC will train USER to facilitate the use of the computer program. Said computer program is designed for "front office" operations in the temporary staffing business, including payroll processing and client billing among other functions.

H. "Wages" means the salaries or wages earned by USER's temporary personnel employees for work performed for Customers.

II. Basic Agreement.

• A. Services. USER agrees to exclusively utilize ATFC for the financing of the payroll for temporary personnel employees placed by USER during the term of this Funding Agreement ("Services"). Provided USER is not in default hereunder or under the Franchise Agreement or Processing Agreement, ATFC agrees to render the Services for USER's Business in the manner specified in this Funding Agreement. USER hereby appoints ATFC as its true and lawful attorney-in-fact to perform all Services as specified in this Funding Agreement.
• B. Computer Hardware and Software. USER agrees to obtain and maintain the computer hardware and software ATFC will require, from time to time, that is necessary in order for ATFC to provide Services. USER agrees that it will permit ATFC to access data and statistical information and reports stored in or processed by USER. ATFC will keep all such data and statistical information and reports confidential unless there is a compelling and legitimate reason such as a subpoena or government requirement to do so. In such event, ATFC will attempt to notify USER in advance of any disclosure.
• C. Sale and Purchase of Customer Invoices. Subject to the provisions of Section VII.A. below, USER hereby sells and assigns to ATFC and ATFC hereby purchases from USER, all of USER's customer invoices arising from USER's Business ("Customer Invoices"). USER's sale and assignment of Customer Invoices to ATFC grants ATFC all of USER's rights, securities, guaranties and liens with respect to each Customer Invoice and all of USER's defenses and rights of offset with respect to any payments received by ATFC. These Customer Invoices, as a result of the sale to ATFC, become the accounts receivable of ATFC ("Accounts Receivable") and therefore ATFC shall not be obligated to, and shall not be liable for, exercising or refusing to exercise any rights granted to ATFC hereby. USER shall execute and deliver to ATFC assignments of the Customer Invoices, which will include, without limitation, copies of all original invoices, copies of the bills of lading, proofs of delivery, contracts or purchase orders, and/or purchase order numbers which correspond with such Customer Invoices, and time tickets or other proofs of service as may be required by ATFC. USER shall send the foregoing documentation to ATFC no later than noon Wednesday following the previous week.
• D. Purchase Price. The purchase price of each purchased Customer Invoice (the "Purchase Price") shall be Eighty percent (80%) of such Customer Invoice, less: (i) Funding Fee (as defined below); (ii) out-of-pocket expenses incurred by ATFC on behalf of USER; (iii) any adjustments for Late Accounts or Delinquent Accounts; (iv) any discounts made available or extended to the Customer; and (v) Continuing License Fee, Advertising Fund Fee, Technology Fees, Processing Fees and any other amounts due to ATFC as required under the Franchise Agreement and the Processing Agreement. The Purchase Price is guided by the Centennial Agreement referred to herein. Notwithstanding the foregoing, in the event that the Centennial Agreement is reduced, the 80% can be reduced accordingly. ATFC shall send USER the Purchase Price no later than the Friday of each week following the Sunday close of the preceding week.

Source: Item 23 — RECEIPT (FDD pages 34–161)