{"id":40878,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/account-transfer-and-purchase-agreement-kbk-financial-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"account-transfer-and-purchase-agreement-kbk-financial-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/account-transfer-and-purchase-agreement-kbk-financial-inc.html","title":{"rendered":"Account Transfer and Purchase Agreement &#8211; KBK Financial Inc., Boots &#038; Coots Special Services Inc. and IWC Services Inc."},"content":{"rendered":"<pre>                     ACCOUNT TRANSFER AND PURCHASE AGREEMENT\n\n     This  Account  Transfer  and Purchase Agreement (this \"Agreement\") is dated\nthis  18th  day  of  June,  2001, and is between KBK Financial, Inc., a Delaware\ncorporation  authorized  to  do  business in Texas and doing business as BCI\/KBK\nAcceptance  Corporation  (\"KBK\"),  and  BOOTS  &amp; COOTS SPECIAL SERVICES, INC., a\nTexas  corporation,  and  IWC SERVICES, INC., a Texas corporation (collectively,\n\"Seller\"). This Agreement shall become effective as of the day it is accepted in\nthe  State  of  Texas  by  KBK  as  indicated  at the end hereof by the date and\nsignature  on  behalf  of  KBK.\n\n     WHEREAS,  KBK  is  in  the  business  of  purchasing  accounts  receivable\n     (\"accounts\");  and\n     WHEREAS,  Seller  desires,  from  time  to  time  during  the  term of this\n     Agreement,  to  sell  accounts  to  KBK;  and\n\n     WHEREAS,  the  parties hereto desire to enter into this Agreement to govern\n     the  purchase  and  sale  of  accounts;\n\n     NOW  THEREFORE,  in  consideration  of  the premises, the mutual agreements\n     herein contained and for other good and valuable consideration, the receipt\n     and  sufficiency  of  which  are  hereby acknowledged, the parties agree as\n     follows:\n\n1.   OFFER  OF  ACCOUNTS.  At  its election from time to time during the term of\n     --------------------\n     this  Agreement,  Seller  agrees  to  offer  for sale to KBK certain of its\n     accounts  arising  out  of sales of goods, or services rendered, by Seller,\n     and  to  sell  to  KBK on the terms set forth in this Agreement such of the\n     offered  accounts as KBK may accept for purchase in the State of Texas. KBK\n     shall  have  the absolute right in its sole discretion to reject any or all\n     offered  accounts,  whether or not KBK has previously purchased accounts of\n     any  particular  account  debtor hereunder. The parties agree that, without\n     the  prior  consent  of KBK, the maximum Gross Amount (as defined below) of\n     accounts  that  KBK  may  purchase hereunder at any time, together with the\n     Gross  Amount of accounts previously purchased by KBK from Seller hereunder\n     which  then  remain  outstanding,  will  not exceed FIVE MILLION AND NO\/100\n     DOLLARS  ($5,000,000.00)  (the \"Facility Amount\"); provided, however, until\n     completion  of  the  field audit provided in Section 10 below, the Facility\n     Amount  shall  be  limited  to  $2,875,000.00.  KBK's  consent  to purchase\n     accounts  in excess of such amount may be evidenced by KBK's acceptance for\n     purchase  of  such  offered  accounts.\n\n2.   PURCHASE  AND  SALE  OF  ACCOUNTS.  Each account purchased by KBK hereunder\n     ----------------------------------\n     shall  be  purchased  by  KBK  without  recourse against Seller. All losses\n     incurred  by  KBK  from  the  financial inability of the applicable account\n     debtor to pay such account over and above any and all Residual Payments (as\n     hereinafter  defined)  and  Reserve (as hereinafter defined) amounts offset\n     shall  be  borne  solely  by  KBK;  provided, however, that nothing in this\n     Agreement  shall  be  construed  to  relieve  Seller from liability for any\n     breach  by  Seller  of  any representation, warranty or agreement of Seller\n     contained  herein.  Notwithstanding  any provision in this Agreement to the\n     contrary,  it  is  contemplated  by and the intention of the parties hereto\n     that  accounts  of  Seller  may  be considered and purchased as one account\n     (herein  a  \"batch\")  and the terms \"account\" and \"accounts\" as used herein\n     may  also  refer  to  and  mean a \"batch\" or \"batches,\" as the case may be.\n\n     In  connection with each offer of accounts to KBK, Seller agrees to deliver\n     to  KBK  a written assignment of such accounts, together with a copy of all\n     invoices relating to such accounts, and evidence of delivery of the related\n     goods  or  performance  of  the  related  services  (and, if requested, the\n     original  purchase  orders  from  the  applicable customers), all in a form\n     satisfactory to KBK. In order for an account to be eligible for purchase by\n     KBK,  the  related invoice must set forth, as the sole address for payment,\n     the  following  post  of  lice  box:  P.O.  Box 3358, Fort Worth, TX 761 13\n     (\"Authorized  Remittance  Address\") (or, upon notice from KBK, another post\n     of  lice  box  of  KBK) and, in the case of payments to be effected by wire\n     transfer  or other electronic means, the related invoice must set forth, as\n     the  sole  bank account for such payment, a bank account of KBK (or a third\n     party  designated  by  KBK)  designated by KBK from time to time (except in\n     each  case  as  otherwise  agreed  in writing by KBK). KBK's acceptance for\n     purchase  of  offered accounts shall be evidenced by KBK's tendering of the\n     Initial  Payment (as hereinafter defined) to Seller or otherwise delivering\n     to  Seller  a  schedule  of accounts accepted for purchase by KBK. Seller's\n     transference of offered accounts shall not tee effective as to any accounts\n     not  accepted  for  purchase  by  KBK.\n\n     Seller  hereby sells, transfers, assigns and otherwise conveys to KBK (as a\n     sale  by  Seller  and  a  purchase  by  KBK,  and  not  as security for any\n     indebtedness  or  other  obligation  of Seller to KBK) all right, title and\n     interest  of  Seller  in  and  to all accounts accepted by KBK for purchase\n     hereunder,  together  with  all  related  rights  (but  not obligations) of\n\n\nAcct  Transfer  Agreement\/RAR                                            ~6\/16\/l\n\n     Seller  with  respect  thereto,  including all contract rights, guarantees,\n     letters of credit, liens in favor of Seller, insurance and other agreements\n     and  arrangements  of  whatever  character  from time to time supporting or\n     securing  payment  of  such  accounts  and all right, title and interest of\n     Seller  in  any related goods, including Seller's rights and remedies under\n     Article  2,  Part  7 of the applicable Uniform Commercial Code (\"UCC\"). The\n     foregoing sale, transfer, assignment and conveyance does not constitute and\n     is  not  intended  to  result  in an assumption by KBK of any obligation of\n     Seller  or  any  other  person  in  connection with the accounts or related\n     rights or under any agreement or instrument relating thereto. Seller agrees\n     to  execute and deliver such bills of sale, assignments, letters of credit,\n     notices  of  assignment,  financing  statements  (including  continuation\n     statements)  under  the  applicable  UCC and other documents, and make such\n     entries  and  markings in its books and records, and to take all such other\n     actions  (including  the  negotiation, assignment or transfer of negotiable\n     documents,  letters  of  credit or other instruments) as KBK may request to\n     further  evidence  or  protect  the  sales  and assignments of accounts and\n     related  rights to KBK hereunder, as well as KBK's interest in any returned\n     goods  referred  to  in  Section  7  hereof.\n\n3.   TERMS OF ACCOUNTS.  Except  as otherwise may be agreed to in writing by KBK\n     ------------------\n     from  time  to  time,  the  terms  of sale offered by Seller to its account\n     debtors  with respect to all accounts offered to KBK for purchase hereunder\n     shall  be  NET  30 DAYS. After an account has been purchased by KBK, Seller\n     shall not have the right to vary the terms of sale set forth in the invoice\n     relating  to  such  account,  or any other aspect of the account, except in\n     Seller's  capacity  as agent for KBK for purposes of collection of accounts\n     purchased  by  KBK as set forth in Section 8 hereof, and then only with the\n     prior  written  consent  of  KBK.\n\n4.   PURCHASE PRICE. The  purchase  price  for  each account purchased hereunder\n     ---------------\n     shall  consist  of  and  be  paid  by  the Initial Payment and the Residual\n     Payment.  The  Initial  Payment  shall  be  payable  by KBKto Seller on the\n     business  day  that  KBK  accepts for purchase the related account, and the\n     Residual  Payment  shall  be  payable by KBK to Seller within five business\n     days  after  KBK  receives  and deposits the proceeds of collection for the\n     subject  account  in  an  amount  equal  to  the Net Amount (as hereinafter\n     defined)  of  such  account  (subject to KBK's right to withhold payment of\n     Residual Payments hereunder, and subject to KBK's right to withhold, offset\n     and  charge,  each  as  described  below).\n\n     \"Initial Payment\" means EIGHTY-FIVE PERCENT (85%) of the Gross Amount of an\n     account,  provided  that  the  field  audit  provided  in  Section 10 below\n     indicates  dilution  does  not  exceed  five  percent (5%) and each invoice\n     submitted  should  have  a  balance  of  not less than $500.00 each. \"Gross\n     Amount  of  an  account means the gross face amount payable pursuant to the\n     related  invoice. \"Net Amount\" of an account means the Gross Amount of such\n     account, less all permitted discounts, deductions and allowances. \"Residual\n     Payment\"  with  respect  to an account means the aggregate amount collected\n     with  respect to such account, less the sum of (i) the Initial Payment with\n     respect  to  such account, (ii) the KBK Discounts (as hereinafter defined),\n     (iii)  any  and  all  attorneys'  fees  and  other  costs  of  collection.\n\n5.   FIXED  AND  VARIABLE  DISCOUNTS.  \"Fixed  Discount\" means a discount of TWO\n     --------------------------------\n     PERCENT  (2.0%)  of  the  Gross amount of such account. \"Variable Discount\"\n     means  a discount computed on the Initial Payment and accruing on the basis\n     of actual days elapsed from the date of Initial Payment until and including\n     three  (3)  business  days  after KBK receives and deposits the proceeds of\n     collection of such account at a per annum rate equal to KBK's Base Rate (as\n     hereinafter defined) in effect on the date of purchase of such account plus\n     TWO  PERCENT  (2.0%)  per  annum;  provided, however, in no event shall the\n     Variable  Discount  with respect to any account purchased hereunder be less\n     than  seven  percent  (7.0%)  per  annum.  \"Base Rate\" means that per annum\n     variable  rate  (expressed  as  a  per  annum  percentage  based  on a year\n     consisting  of 360 days) determined from time to time by KBK without notice\n     to Seller as KBK's Base Rate for purposes of calculating variable discounts\n     under  KBK's  account  transfer  agreements.  The  Fixed  Discount  and the\n     Variable  Discount  shall  be  collectively  referred to herein as the \"KBK\n     Discounts\".  The  KBK  Discounts  may be subject to one or more adjustments\n     during  the  term of this Agreement if a Performance Based Pricing Addendum\n     is attached hereto. Notwithstanding the foregoing, the minimum KBK Discount\n     on  each  account  purchased  hereunder  shall  be  $10.00.\n\n6.   Reserve. In the  event  that  KBK believes Seller has breached any material\n     --------\n     representation,  warranty,  covenant  or  agreement  contained  herein\n     (including,  without  limitation,  in the event an account purchased by KBK\n     becomes a Disputed Account as hereinafter defined), any account is not paid\n     in  full  within  90 days from the date of purchase of such account, or KBK\n     deems  itself  insecure  hereunder,  KBK  may at its election, withhold and\n     accumulate the payment of the Residual Payments (\"Reserve\") with respect to\n     any or all accounts purchased hereunder to the extent necessary to maintain\n     a Reserve in an amount up to the sum of (a) the total Initial Payments made\n     by  KBK  with  respect  to accounts purchased by KBK hereunder which remain\n     uncollected,  plus  (b)  the  total  of  the  KBK  Discounts\n\n\nAcct  Transfer  Agreement\/RAR           2                                ~6\/16\/l\n\n     with  respect  to such accounts and (c) such other amounts which may become\n     due  by Seller to KBK hereunder or under any other agreement. Seller hereby\n     authorizes KBK to offset and charge any and all amounts for which Seller or\n     the  Reserve  may  be obligated to pay to KBK pursuant to the terms of this\n     Agreement  against the Reserve, and at KBK's election, against any funds of\n     Seller  in the possession or control of KBK, from whatever source. However,\n     if,  on  any  business day that KBK regularly makes a payment to Seller for\n     accounts  purchased,  none  of the foregoing conditions exists and no other\n     breach  of  this  Agreement  by Seller exists, then KBK shall distribute to\n     Seller  the  Residual  Payments  then due and all funds it then has on hand\n     that  it  has  collected  from  accounts  that  KBK has not then purchased.\n\n7.   Certain  Security.  the  purpose  of securing KBK (a) in the payment of any\n     ------------------\n     and  all  sums  of  money  that may become due and owing KBK from Seller by\n     reason  of  this  Agreement,  (b)  in the performance by Seller of Seller's\n     obligations  hereunder,  and under any other agreement, contract, document,\n     note  or  other  instrument in favor of KBK or its assignees and (c) in the\n     performance  of  all  the  obligations  of  all  Affiliates (as hereinafter\n     defined)  under each Affiliate's agreements, contracts, documents, notes or\n     other  instruments  in favor of KBK or its assigns, Seller hereby grants to\n     KBK  a security interest in (i) all of Seller's present and future accounts\n     and  proceeds (including accounts but excluding cash) created from the sale\n     by  the  Seller  of  inventory,  contract  rights,  documents, instruments,\n     chattel paper, general intangibles and all products and proceeds therefrom,\n     including  all  resumed  or  repossessed  goods,  as  well as all books and\n     records  pertaining  to  all  of  the  foregoing,  (ii)  all amounts due as\n     Residual  Payments  or withheld by KBK as the Reserve pursuant to Section 6\n     hereof,  and  (id)  all money and other funds of Seller now or hereafter in\n     the  possession,  custody or control of KBK, from whatever source. The term\n     \"Affiliate\"  shall  mean  with respect to any person or entity in question,\n     any  other  person  or  entity  owned  or  controlled  by, or which owns or\n     controls  or  is  under common control or is otherwise affiliated with such\n     person  or  entity  in  question. Seller agrees to execute and deliver such\n     financing statements under the applicable UCC and other documents, and make\n     such  entries  and  markings  in its books and records and to take all such\n     other actions, as KBK may request to further evidence, perfect, preserve or\n     protect  the security interest granted to KBK hereunder. KBK shall have all\n     rights  and  remedies  in  respect of the lien and security interest herein\n     granted  as  are  provided  in this Agreement, the UCC and other applicable\n     law, including the right at any time, before or after any default by Seller\n     of any of its obligations hereunder, to notify account debtors and obligors\n     on instruments to make payment to KBK (or its designee) and to take control\n     of proceeds to which KBK is entitled, and to apply proceeds to (in addition\n     to  other  obligations of Seller to KBK) the reasonable attorneys' fees and\n     legal  expenses  incurred  by  KBK  in  connection  with the disposition of\n     collateral  or  the  other  exercise  of  rights  and  remedies  by  KBK.\n\n     Seller  herein  acknowledges  and  warrants to KBK that it has received and\n     will  receive,  direct  and  indirect  benefits  by  and from granting this\n     security interest to KBK to secure the obligations of any Affiliate to KBK.\n\n     In  the  event a security interest has heretofore been granted and given to\n     KBK  by  Seller  in  a  prior agreement(s) or document(s) to secure certain\n     obligations,  then,  in  such  event,  and notwithstanding anything in this\n     Agreement  to  the  contrary,  including  Section  23  hereof, the lien and\n     security  interest  herein  granted  and  given  to  KBK  is in renewal and\n     extension,  and not in extinguishment of, all such prior liens and security\n     interests  and  are  valid  and  subsisting liens and security interests to\n     secure  all  prior, existing and new obligations of Seller to KBK hereunder\n     and  under any such prior agreements, which obligations are likewise herein\n     renewed  and  extended,  in  any  manner,  including any action required in\n     connection  with  or  by  virtue  of the United States Bankruptcy Code (the\n     \"Bankruptcy  Code\").\n\n8.   SERVICING.  KBK  hereby  appoints  Seller  as  servicing  agent  for  KBK\n     ----------\n     (\"Servicer\")  for  the  purpose  of  expediting  the  payment  of  accounts\n     purchased  by  KBK  hereunder  which  become  past  due. Servicer agrees to\n     maintain an active, on-going and regular dialogue with each Account Debtor.\n     Servicer  further  agrees  to utilize all powers, influences and rights and\n     take  every  action  within  its  control  in accordance with its customary\n     practices  and  applicable  law  to expedite the collection of the accounts\n     purchased  by  KBK which become past due and direct such payments in specie\n     exclusively  to  the  Authorized Remittance Address. Seller will furnish to\n     KBK,  upon  request,  any  and  all  papers,  documents  and records in its\n     possession  or  control  related to accounts purchased by KBK hereunder, or\n     related  to  Seller's  business  relationship  with  the respective account\n     debtors,  and  agrees to cooperate fully with KBK in all matters related to\n     collection  of  accounts purchased by KBK hereunder. KBK reserves the right\n     to  terminate such servicing relationship at any time with or without cause\n     and  without  notice  to  Servicer.\n\n     Seller  authorizes KBK to forward directly to account debtors statements or\n     invoices  on accounts purchased by KBK hereunder, and to request payment at\n     such  address  or  to such bank account as may be designated by KBK. Seller\n     agrees  that,  if any payment is made to Seller on any account purchased by\n     KBK  from  Seller  hereunder,  Seller  (i)  will\n\n\nAcct  Transfer  Agreement\/RAR           3                                ~6\/16\/l\n\n     hold  such  payment  in trust for KBK, (ii) will not commingle such payment\n     with  any  funds  of Seller, and (iii) will deliver such payment to KBK, in\n     the  exact form received, by the close of business on the next business day\n     following  receipt  thereof  by Seller. If any goods relating to an account\n     purchased  by  KBK hereunder shall be returned to or repossessed by Seller,\n     Seller shall give prompt notice thereof to KBK and shall hold such goods in\n     trust  for  KBK,  separate  and  apart from Seller's own property, and such\n     goods  shall  be  owned solely by KBK and be subject to KBK's direction and\n     control.  Seller  shall properly store and protect such goods and agrees to\n     cooperate  fully  with  KBK  in  any subsequent disposition thereof for the\n     benefit  of  KBK.\n\n     Seller authorizes KBK to collect, sue for and give releases for in the name\n     of Seller or KBK in KBK's sole discretion, all amounts due on accounts sold\n     to  KBK  hereunder.  Seller  specifically authorizes KBK to endorse, in the\n     name  of  Seller,  all  checks, drafts, trade acceptances or other forms of\n     payment  tendered  by  account  debtors  in payment of accounts sold to KBK\n     hereunder and made payable to Seller. KBK shall have no liability to Seller\n     for  any mistake in the application of any payment received with respect to\n     any  account,  IT  BERG SPECIFIC 'TENT OF THE PARTIES HERETO THAT KBK SHALL\n     HAVE NO LIABILITY HEREUNDER FOR ITS OWN NEGLIGENCE except for its own gross\n     negligence or willful misconduct. Seller hereby waives notice of nonpayment\n     of  any  account sold to KBK hereunder as well as any and all other notices\n     with  respect  to  such accounts, demands or presentations for payment, and\n     agrees  that  KBK  may extend or renew from time to time the payment of, or\n     vary  or reduce the amount payable under or compromise any of the terms of,\n     any account purchased by KBK, in each case without notice to or the consent\n     of  Seller.  Seller  further  authorizes  KBK (or its designee) to open and\n     remove  the  contents  of  any  post  of  lice box of Seller or KBK (or its\n     designee)  which  KBK  believes  contains mail relating to accounts, and in\n     connection  therewith  or  otherwise,  to receive, open and dispose of mail\n     addressed to Seller which KBK believes may relate to accounts, and in order\n     to further assure receipt by KBK (or its designee) of mail relating to such\n     accounts,  to  notify  other  parties  including  customers  and  postal\n     authorities  to  change  the address for delivery of such mail addressed to\n     Seller  to  such address as KBK may designate. KBK agrees to use reasonable\n     measures to preserve the contents of any such mail which does not relate to\n     accounts  purchased  hereunder  and  to  deliver same to Seller (or, at the\n     emotion  of  KBK,  to  notify  Seller  of the address where Seller may take\n     possession  of  such contents; provided, if Seller does not take possession\n     of  such  contents  within 30 days after notice from KBK to take possession\n     thereof, KBK may dispose of such contents without any liability to Seller).\n     Seller  hereby  irrevocably  appoints KBK (and any employee, agent or other\n     person  designated  by  KBK,  any  of  whom  may act without joinder of the\n     others)  as  Seller's attorneys-in-fact and agents, in Seller's name, place\n     and  stead, to take all actions, execute and deliver all notices, negotiate\n     such  instruments  and other documents, as may be necessary or advisable to\n     permit  KBK  (or its designee) to take any and all of the actions described\n     in  this paragraph or to carry out the purpose and intent thereof, as fully\n     and  for  all  intents  and  purposes as Seller could itself do, and hereby\n     ratifies  and consigns all that said attorneys-in-fact and agents may do or\n     cause  to  be  done by virtue hereof. This power of attorney is irrevocable\n     and  deemed  coupled  with  an  interest.\n\n9.   REPRESENTATIONS  AND  WARRANTIES  OF  SELLER.  Seller hereby represents and\n     ---------------------------------------------\n     warrants  to  KBK  with  respect  to  each account offered by Seller to KBK\n     hereunder  that (i) Seller is the sole owner of such account, which account\n     is  free  and  clear  of  any  liens,  claims,  equities  or  encumbrances\n     whatsoever,  and  upon  each  purchase by KBK of such account, KBK will own\n     such  account free and clear of any liens, claims, equities or encumbrances\n     whatsoever  and  the  consideration  received  by  Seller from KBK for such\n     account  is  fair  and adequate, (ii) Seller is the sole obligee under such\n     account,  and  has  full  power  and is duly authorized to sell, assign and\n     transfer such account to KBK hereunder, and unless otherwise agreed by KBK,\n     the date of sale of such account is not more than 30 days after the date of\n     the  original  invoice  relating  to  such  account,  (iii)  Seller  has no\n     knowledge  of  any  fact which would lead it to expect that, at the date of\n     sale  of  such  account  to  KBK, such account will not be paid in the full\n     stated amount when due, (iv) such account arises out of a bona fide sale of\n     conforming  goods or the bona fide rendition of services by Seller, and all\n     underlying  goods  have  been  delivered  to  the  account  debtor,  or all\n     underlying  services  have been rendered by Seller, in complete fulfillment\n     of  all  of  the  terms  and  conditions of a fully executed, delivered and\n     unexpired  contract  with  the  account  debtor, and the account debtor has\n     accepted  the  goods  or  services  to  which the account relates, (v) such\n     account  is  denominated  and  payable  only  in  United States dollars and\n     constitutes  the legal, valid and binding payment obligation of the account\n     debtor,  enforceable  in  accordance  with  its  terms  (except  as  such\n     enforceability  may  be  limited  by  applicable  bankruptcy,  insolvency,\n     reorganization,  moratorium or other similar laws affecting the enforcement\n     of  creditors' rights generally), (vi) such account is current and not past\n     due as of the date of purchase by KBK, has not been paid by or on behalf of\n     the account debtor in whole or in part, and is not and will not tee subject\n     to  any  dispute,  recision,  set-off,  recoupment, defense or claim by the\n     account  debtor, whether relating to price, quality, quantity, workmanship,\n     delay  in  delivery,  set  off,  counterclaim or otherwise, and the account\n     debtor  has  not  and  will  not claim any defense of any kind or character\n     (other  than  bankruptcy  or  insolvency  arising  after  the\n\n\nAcct  Transfer  Agreement\/RAR           4                                ~6\/16\/l\n\n     date  of  sale  of  such  account to KBK hereunder) against payment of such\n     account,  and  (vii) as of the date of purchase by KBK of such account, the\n     account  debtor with respect to such account is located (within the meaning\n     of  Section  9-103  of  the applicable UCC) and has its principal executive\n     offices  within  the  United  States,  unless such account is back by trade\n     credit  insurance  or  pre-approved  by  KBK. Seller further represents and\n     warrants  to  KBK  that (a) the execution, delivery and performance of this\n     Agreement  by  Seller  have  been  duly  authorized  and  this  Agreement\n     constitutes  the legal, valid and binding obligation of Seller, enforceable\n     against  Seller in accordance with its terms (except as such enforceability\n     may  be  limited  by  applicable  bankruptcy,  insolvency,  reorganization,\n     moratorium  or  other  similar laws affecting the enforcement of creditors'\n     rights  generally),  (b)  Seller  is  not  a  debtor  in  any  bankruptcy\n     proceedings,  insolvent,  undergoing  composition or adjustment of debts or\n     unable  to  make  payment  of  its  obligations when due and no petition in\n     bankruptcy  has  been  filed by or against Seller or any Affiliate, nor has\n     Seller  or  any  Affiliate  filed any petition seeking an adjustment of its\n     debts or for any other relief under the Bankruptcy Code, and no application\n     for  appointment  of a receiver or trustee for all or a substantial part of\n     the  property  of Seller or any Affiliate is pending, nor has Seller or any\n     Affiliate  made  any assignment for the benefit of creditors, (c) Seller is\n     not  in default of any debt or obligation to KBK, any other lender or other\n     creditor,  and (d) Seller's principal place of business, chief executive of\n     lice,  the  location  where all records concerning its books of account and\n     contract  rights  are  kept, and (except any additional locations listed on\n     Schedule  A  attached  hereto) the sole location of any property subject to\n     the security interest granted herein is its \"Address for Notices\" set forth\n     on  the  signature page hereon. Seller agrees not to change the location of\n     its  principal  place  of business or chief executive of lice, the location\n     where  its  records  concerning its books of account or contract rights are\n     kept,  or  the  location  of  any property subject to the security interest\n     granted  herein,  without  giving  at  least 15 days advance written notice\n     thereof to KBK pursuant to Section 19 herein. Seller does business under no\n     trade  or  assumed  names  except  as  may be listed on Schedule A attached\n     hereto.\n\n     Each  representation  and  warranty  of  Seller contained in this Agreement\n     shall  be  deemed  to be made at and as of the date hereof and at and as of\n     the  date  of  each  sale  of  accounts  to  KBK  hereunder.\n\n     Seller agrees to indemnify and hold all Indemnified Persons (as hereinafter\n     defined)  harmless  against  any  breach  by  Seller of any representation,\n     warranty  or  agreement  of Seller contained in this Agreement, and against\n     any  claims  or damages arising out of the manufacture, sale, possession or\n     use  of,  or  otherwise relating to, goods, or the performance of services,\n     associated  with  or  relating  to accounts or related rights purchased (or\n     with  respect  to which a security interest is granted) hereunder. The term\n     \"Indemnified  Persons\"  shall  mean  KBK  and  its  officers,  directors,\n     shareholders,  employees,  attorneys,  representatives, agents, Affiliates,\n     successors  and  assigns.\n\n     Seller  agrees  to  notify  KBK  immediately of any breach by Seller of any\n     representation,  warranty or agreement of Seller contained herein or should\n     any  representation,  warranty  or  agreement  made herein become untrue or\n     false  at  any time. Seller further agrees to notify KBK immediately of the\n     assertion  by  any  account debtor of any dispute or other claim (including\n     any  defense  or offset asserted by any account debtor) with respect to any\n     account  sold  to  KBK  hereunder,  or with respect to any related goods or\n     services  (\"Disputed  Accounts\").  Upon  KBK's  request,  Seller  agrees to\n     settle,  at  its  own expense and for the benefit of KBK, all such Disputed\n     Accounts;  provided,  that  any such settlement shall be made only with the\n     prior written consent of KBK. Unless KBK is advised in writing by Seller to\n     the  contrary, any account that has not been approved by the account debtor\n     within  sixty (60) days from the date of the invoice upon which the account\n     is  based,  shall  be  deemed  to be a Disputed Account. As to any Disputed\n     Account, KBK shall have the right, in its sole discretion, (i) to settle at\n     the  expense  of Seller (including all attorneys' fees and expenses of KBK)\n     and for the benefit of KBK any such dispute or claim upon such terms as KBK\n     may  in  its  sole  discretion deem advisable or (ii) to assign the related\n     account  to  Seller, without recourse to KBK, and charge any unpaid balance\n     with  respect thereto (up to the amount of the Initial Payment with respect\n     thereto  and  KBK's  Discounts through the date of such charge with respect\n     thereto) against the Reserve or deduct such unpaid balance from any Initial\n     Payments  or  against any money or other funds of Seller in the possession,\n     custody  or  control  of  KBK, from whatever source. Seller agrees that, in\n     lieu  of  KBK charging any such unpaid balance against the Reserve, Initial\n     Payments  or  against  such other funds, KBK may require Seller to pay (and\n     Seller  hereby  agrees to pay) to KBK on demand any such unpaid balance. An\n     account with respect to which the account debtor has asserted an Insolvency\n     Claim  is  not a Disputed Account. As used herein, \"Insolvency Claim\" means\n     any  defense or other claim by an account debtor with respect to an account\n     sold to KBK hereunder arising solely out of the bankruptcy or insolvency of\n     the account debtor or the financial inability of the account debtor to pay,\n     if  Seller  has not breached its representation contained in clause (vi) of\n     the first paragraph of this Section. Notwithstanding anything herein to the\n     contrary,  KBK shall have the right to charge all accounts not paid because\n     of  an  Insolvency  Claim  against  the  Reserve and such charge shall have\n     priority  over  and  be  paid  before  any  Disputed  Account  charge.\n\n\nAcct  Transfer  Agreement\/RAR           5                                ~6\/16\/l\n\n10.  FINANCIAL  STATEMENTS.  Seller  represents  and warrants that all financial\n     ---------------------\n     and  other  information  provided by Seller to KBK in connection with or in\n     Seller's  application  to KBK or to induce KBK to enter into this Agreement\n     is  true,  complete  and correct in all material respects. Seller agrees to\n     furnish to KBK (i) within 90 days after the last day of each fiscal year of\n     Seller,  a consolidated statement of income and a consolidated statement of\n     cash flows of Seller for such fiscal year, and a consolidated balance sheet\n     of  Seller  as of the last day of such fiscal year, in each case audited by\n     an independent certified public accounting firm acceptable to KBK, together\n     with  a  copy  of  any  report  to  management  delivered to Seller by such\n     accountants in connection therewith, and (ii) within 30 days after the last\n     day  of each fiscal month of Seller, an unaudited consolidated statement of\n     income  and statement of cash flows of Seller for such fiscal month, and an\n     unaudited  consolidated  balance sheet of Seller as of the last day of such\n     fiscal  month.  Seller  represents and warrants that each such statement of\n     income  and  statement  of  cash flows will fairly present, in all material\n     respects, the results of operations and cash flows of Seller for the period\n     set forth therein, and that each such balance sheet will fairly present, in\n     all material respects, the financial condition of Seller as of the date set\n     forth  therein,  all  in  accordance  with  generally  accepted  accounting\n     principles  applied on a consistent basis, except as otherwise noted in the\n     accompanying  auditors'  report  (or,  with  respect to unaudited financial\n     statements,  in  the  notes thereto). Seller also agrees to furnish to KBK,\n     upon request, such additional financial and business information concerning\n     Seller  and its business as KBK may reasonably request, including copies of\n     its  Form  941 returns filed with the Internal Revenue Service and evidence\n     of  payment  of  related  taxes.  KBK  and  its agents, representatives and\n     accountants shall have the right, at all times during normal business hours\n     and  without  prior  notice  to  Seller,  to  conduct  an  audit  or  other\n     examination  of the financial and business records of Seller and to examine\n     and  make  copies  of  all  books  and records of Seller for the purpose of\n     assuring  or  verifying  compliance  by  Seller  with  the  terms  of  this\n     Agreement,  and  Seller  agrees to cooperate fully with KBK and its agents,\n     representatives  and  accountants in connection therewith and to timely pay\n     all  costs  associated with such audits at a rate equal to $750.00 per day,\n     per  person, plus out-of-pocket expenses. Seller agrees to properly reflect\n     the  effect  of  this  Agreement,  and  all  sales  related thereto, in all\n     financial  reports  and  disclosures,  written  or  otherwise,  provided to\n     Seller's creditors and other interested parties. Seller specifically agrees\n     that  all accounts purchased by KBK will be excluded from Seller's reported\n     accounts  receivable  balances.  Seller  also  specifically  agrees  to\n     immediately notify KBK of any material adverse change in Seller's financial\n     condition  or  business.\n\n11.  TAXES. All  taxes  and  governmental  charges  of  any  kind  imposed  with\n     ------\n     respect  to  the  sale  of  goods  or the rendering of services relating to\n     accounts  purchased  by KBK hereunder shall be for the account of, and paid\n     by,  Seller.\n\n12.  Fees.  Seller  hereby  agrees  to  pay  to  KBK  on  the execution hereof a\n     -----\n     one-time origination fee (the \"Origination Fee\") of TEN THOUSAND AND NO\/100\n     DOLLARS  ($10,000.00).  Seller  and  KBK  acknowledge  and  agree  that the\n     Origination  Fee  is  intended as reasonable compensation to KBK for making\n     this  facility available under the terms of this Agreement and for no other\n     purpose.\n\n     Seller  hereby  agrees  to  pay  to  KBK  on the first day of each calendar\n     quarter  an  availability  fee  equal  to  ONE  PERCENT  (1.00%)  per annum\n     (computed  on  the  basis  of a year consisting of 360 days and actual days\n     elapsed)  on  the  average  daily  amount  of the Facility Amount which was\n     unused  during  the immediately preceding quarter (the \"Availability Fee\").\n     If  the  first  calendar  quarter  covers  less  than  a  full quarter, the\n     Availability Fee for such quarter shall be prorated. Such fee shall be paid\n     to  KBK  so long as this Agreement is in effect. Seller and KBK acknowledge\n     and  agree that the Availability Fee is intended as reasonable compensation\n     to KBK for making this facility available under the terms of this Agreement\n     and  for  no  other  purpose.\n\n     Seller  hereby  agrees to pay to KBK a termination fee equal to TWO PERCENT\n     (2.00%)  of  the  Facility  Amount  (the \"Termination Fee\") and the payment\n     shall  be  an  obligation  of  Seller  secured under Section 7 hereof. This\n     Termination Fee is payable upon termination of this Agreement by Seller for\n     any  reason  or upon termination by KBK at its election for the reasons set\n     forth  in  the  second  sentence  of  Section  13  below.  However, if this\n     Agreement  is  so  terminated after the expiration of one (1) year from the\n     date  of  KBK's  execution  hereof,  but  on  or  before September 1, 2002,\n     one-half  (1\/2)  of  the  Termination Fee shall be waived. However, if this\n     Agreement  is  so  terminated after the expiration of one (1) year from the\n     date  of  KBK's  execution  hereof, but after September 1, 2002, but before\n     expiration of two (2) years, one-half (1\/2) of the Termination Fee shall be\n     waived.  If  the  Agreement is terminated more than two (2) years after the\n     date of KBK's execution hereof, all of the Termination Fee shall be waived.\n\n\nAcct  Transfer  Agreement\/RAR           6                                ~6\/16\/l\n\n13.  TERMINATION. This Agreement  may  be  terminated  by either party hereto by\n     ------------\n     delivery  of  written  notice of termination of this Agreement to the other\n     party  specifying  the date of termination, which date shall be at least 30\n     days  after  the  date  such  notice  is  given.  KBK may, at its election,\n     terminate  this Agreement immediately and without the requirement of notice\n     to  Seller  if  (i)  Seller  shall  fail  to perform any of its obligations\n     hereunder  or  shall  breach  any  of  its  representations  and warranties\n     hereunder,  (ii)  Seller or any of its Affiliates shall become insolvent or\n     suspend  all  or  a  substantial  part  of  its  or their business, (iii) a\n     petition  under  the  Bankruptcy  Code  or  any  other insolvency or debtor\n     statute  shall  be  filed  by  or  against  Seller  or any Affiliate or any\n     receivership  proceedings  with  respect  thereto  shall commence, (iv) any\n     guarantee  of  any of Seller's obligations hereunder shall be terminated or\n     become  impaired,  (v) an event of default occurs under any other agreement\n     now  or  hereafter  executed  between Seller and KBK, or (vi) KBK otherwise\n     determines  that  it  is  insecure  hereunder.\n\n     Termination  of  this Agreement shall not affect the rights and obligations\n     of the parties hereunder with respect to transactions occurring on or prior\n     to the date of such temptation, and this Agreement shall continue to govern\n     the  rights  and obligations of the parties hereto with respect to accounts\n     purchased  by  KBK from Seller on or prior to the date of such termination.\n     All  security  interests  granted  or  contemplated by this Agreement shall\n     survive  the termination of this Agreement until all amounts payable to KBK\n     with  respect  to  transactions  occurring  on  or  prior  to  the  date of\n     termination  have  been  paid  to  KBK,  and  Seller  has performed all its\n     obligations  to  KBK  with respect to such transactions and all obligations\n     under this Agreement including but not limited to payment of any fees owing\n     hereunder.\n\n14.  NOTICE OF PROPOSED REFINANCING  Seller  hereby agrees that in the event (a)\n     ------------------------------\n     Seller  receives  a  written  proposal  from  any  third  party  to provide\n     financing  or  factoring  (\"Proposed  Refinancing''),  (b) the terms of the\n     Proposed  Refinancing  are  acceptable  to  Seller,  and  (c)  Seller  is\n     considering  accepting  the  Proposed  Refinancing  from  the  offeror\n     (\"Offeror\"),  Seller will immediately advise KBK in writing of the identity\n     of  the  Offeror,  the  complete  terms  and  conditions  of  the  Proposed\n     Refinancing  and  provide  KBK  a  full  and  complete  copy of all written\n     correspondence  between  Seller  and  Offeror  describing  the  Proposed\n     Refinancing.  Seller agrees not to accept the Proposed Refinancing from the\n     Offeror  until  at  least  10 busyness days after delivery of the foregoing\n     items  to  KBK.\n\n15.  ATTORNEY'SFEES,LITIGATION EXPENSE. Seller  agrees  to  reimburse  KBK  upon\n     ----------------------------------\n     demand  for  KBK's attorneys' fees, court costs and other fees and expenses\n     recurred  in  collecting  any  sums  due or to become due to KBK hereunder,\n     enforcing any of KBK's rights under this Agreement and all actions taken by\n     KBK  that  it  deems  necessary  or  desirable under the Bankruptcy Code or\n     should any provisions of the Bankruptcy Code be applicable to any rights or\n     obligations  of  any  party  to this Agreement, as well as all appearances,\n     motions  and  actions  to  which  KBK  may  be  or  become  a  party in any\n     bankruptcy  case.\n\n16.  GOVERNINA LAW: VENUE: SUBMISSION TO JURISDICTION. THIS  AGREEMENT  SHALL BE\n     -------------------------------------------------\n     GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS\n     WITHOUT  GIVING  EFFECT  TO  THE  PRINCIPLES  OF CONFLICTS OF LAWS THEREOF,\n     EXCEPT  TO  THE  EXTENT  PERFECTION  AND  THE  EFFECT  OF  PERFECTION  OR\n     NON-PERFECTION  OF  THE  SECURITY INTEREST GRANTED HEREUNDER, IN RESPECT OF\n     ANY PARTICULAR COLLATERAL, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER\n     THAN  THE  STATE  OF TEXAS. THIS AGREEMENT IS PERFORMABLE BY THE PARTIES IN\n     TARRANT COUNTY, TEXAS. SELLER AND KBK EACH AGREE THAT TARRANT COUNTY, TEXAS\n     SHALL BE THE EXCLUSIVE VENUE FOR LITIGATION OF ANY DISPUTE OR CLAIM ARISING\n     UNDER  OR  RELATING TO THIS AGREEMENT, AND THAT SUCH COUNTY IS A CONVENIENT\n     FORUM  IN  WHICH  TO  DECIDE ANY SUCH DISPUTE OR CLAIM. SELLER AND KBK EACH\n     CONSENT  TO  THE  PERSONAL  JURISDICTION  OF  THE  STATE AND FEDERAL COURTS\n     LOCATED  IN TARRANT COUNTY, TEXAS FOR THE LITIGATION OF ANY SUCH DISPUTE OR\n     CLAIM.  SELLER  IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,\n     ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE\n     OF  ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH\n     PROCEEDING  BROUGHT  IN  SUCH  A  COURT HAS BEEN BROUGHT IN AN INCONVENIENT\n     FORUM.\n\n17.  WAIVER  OF  JURY  TRIAL  SELLER  AND KBK EACH HEREBY IRREVOCABLY WAIVES, TO\n     -----------------------\n     THE  MAXIMUM  EXTENT  PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY\n\n\nAcct  Transfer  Agreement\/RAR           7                                ~6\/16\/l\n\n     JURY  IN  RESPECT  OF  ANY  LITIGATION  DIRECTLY  OR INDIRECTLY AT ANY TIME\n     ARISING  OUT  OF,  UNDER  OR  IN  CONNECTION  WITH  THIS  AGREEMENT  OR ANY\n     TRANSACTION  CONTEMPLATED  HEREBY  OR  ASSOCIATED  HEREWITH.\n\n18.  Amendments:  Waivers.  This  Agreement  may  be  amended  only  in  writing\n     --------------------\n     signed  by  the  parties hereto. No failure on the part of KBK to exercise,\n     and  no  delay  by  KBK in exercising, and no course of dealing by KBK with\n     respect  to,  any  right,  power  or  privilege  under this Agreement shall\n     operate  as  a  waiver thereof, nor shall any single or partial exercise of\n     any  right,  power  or  privilege  hereunder  by  KBK preclude any other or\n     further  exercise  thereof  or  the  exercise  of any other right, power or\n     privilege.  The  remedies of KBK hereunder are cumulative and not exclusive\n     of  any  remedies  provided  by  law.\n\n19.  Notices. All notices  and  other  communications  provided for herein shall\n     --------\n     be  given or made in writing and telecopied or delivered by courier or mail\n     to  the  intended recipient at the \"Address for Notices\" specified opposite\n     its name on the signature page hereto, or at such other address or telecopy\n     number  as  shall be designated by a party to the other party in the manner\n     specified  in this Section. All such notices and other communications shall\n     be  deemed  to  have  been  duly given when transmitted by telecopier (with\n     receipt thereof confirmed by telecopier) or personally delivered or, in the\n     case  of  a  mailed notice, upon deposit in the United States Postal System\n     postage  prepaid and properly addressed, in each case given or addressed as\n     aforesaid.\n\n20.  INDEMNIFICATION.  Seller  agrees  to  indemnify,  defend  and  hold  the\n     ----------------\n     Indemnified  Persons harmless from and against any and all loss, liability,\n     obligation,  damage,  penalty,  judgment,  claim,  deficiency  and  expense\n     (including  interest,  penalties,  attorneys'  fees  and  amounts  paid  in\n     settlement)  owing  to  any third party to which any Indemnified Person may\n     become  subject  arising out of or based upon this Agreement as well as any\n     prior relationship of Seller with any Indemnified Person, WHETHERBY ALLEGED\n     OR  ACTUAL  NEGLIGENCE  OF ANY INDEMNIFIED PERSON, except and to the extent\n     caused  by  the  gross  negligence or willful misconduct of any Indemnified\n     Person.\n\n21.  WAIVER  AND  RELEASE. Seller, by  its  execution  of  this  Agreement, does\n     ---------------------\n     hereby  covenant,  warrant  and represent that (i) Seller is not in default\n     and no default exists under any prior agreements or transactions wills KBK,\n     (ii)  Seller  releases, relinquishes and waives any and all defenses to the\n     enforceability  of  any  prior  agreements  or  transactions  with  KBK  in\n     connection therewith to which Seller may have otherwise been entitled as of\n     the  date  hereof,  (iii) Seller relinquishes, waives and releases KBK from\n     any  and all claims known or unknown which Seller may or might have against\n     KBK  arising  directly or indirectly out of or from any prior agreements or\n     transactions  between  Seller  and KBK, (iv) the benefit received and to be\n     received  by Seller as a result of this Agreement shall and does constitute\n     sufficient  and  valuable  consideration  to  Seller  for entering into and\n     performing  its  obligations  under  this  Agreement,  (v),the  execution,\n     delivery  and  performance by Seller of this Agreement and the consummation\n     of  the  transaction  contemplated  thereby  are  (a) not prohibited by any\n     indenture,  contract  or  agreement,  law  or  corporate  or  partnership\n     documents,  including,  but  not  limited  to  the  Bylaws  and Articles of\n     Incorporation  or  Certificate  of  Incorporation,  as  the case may be, if\n     Seller  is a corporation, or Seller's partnership agreement, if Seller is a\n     partnership, (b) duly ( authorized by appropriate action of Seller, and (c)\n     legally  valid  and  binding  obligations of Seller and will continue to be\n     such and enforceable against the Seller according to their terms (except as\n     such  enforceability  may  be limited by applicable bankruptcy, insolvency,\n     reorganization,  moratorium or other similar laws affecting the enforcement\n     of  creditors' rights generally), (vi) that this Agreement will be executed\n     and  delivered  by properly authorized officers of Seller, (vii) KBK has no\n     obligation  to  continue  the prior agreements or enter into this Agreement\n     except  for  the  considerations  herein  expressed,  and  (viii)  the\n     representations  and warranties set forth herein will survive the execution\n     and  delivery  of  this  Agreement.\n\n22.  CAPTIONS:  FINAL  AGREEMENT:  COUNTERPARTS:  SUCCESSORS  AND  ASSIGNS.\n     ---------------------------------------------------------------------\n     Captions  and headings appearing herein are included solely for convenience\n     of  reference  and  are  not  intended  to affect the interpretation of any\n     provision  of this Agreement. This Agreement represents the final agreement\n     between  the  parties hereto with respect to the subject matter hereof, and\n     supersedes  all  prior  proposals,  negotiations,  agreements  and\n     understandings,  oral  or  written,  related  to  such  subject maker. This\n     Agreement may be executed in any number of counterparts, all of which taken\n     together  shall  constitute  one  and  the  same instrument. Delivery of an\n     executed  counterpart  of  this  Agreement  by telecopy shall be equally as\n     effective as delivery of a manually executed counterpart of this Agreement.\n     Any  party delivering an executed counterpart of this Agreement by telecopy\n     also  shall  deliver  a manually executed counterpart of this Agreement but\n     the failure to deliver a manually executed counterpart shall not affect the\n     validity,  enforceability,  and  binding  effect  of  this  Agreement. This\n     Agreement  may  not be assigned by Seller without the prior written consent\n     of  KBK.  This  Agreement  may  be  assigned  by  KBK,  and  any\n\n\nAcct  Transfer  Agreement\/RAR           8                                ~6\/16\/l\n\n     accounts purchased by KBK hereunder, together with all rights and interests\n     related  thereto  granted  to  KBK  hereunder,  may be assigned by KBK, all\n     without notice to or the consent of Seller. This Agreement shall be binding\n     upon  the  parties  hereto  and  their  respective successors and permitted\n     assigns.\n\n23.  EFFECTIVENESS  OF  AGREEMENT. This Agreement  shall  become  effective only\n     -----------------------------\n     upon  acceptance by KBK at its offices in Fort Worth, Tarrant County, Texas\n     as  evidenced  by  KBK's  signature  hereon.\n\n24.  TRUE  SALES.  Seller  and  KBK  acknowledge  and  agree  that  the  sale of\n     -----------\n     accounts  contemplated and covered hereby are fully intended by the parties\n     hereto  as  true sales governed by the provisions of Article 5069-lH.103 of\n     the  Texas  Revised  Civil Statutes and Section 9.102 of the Texas Business\n     and  Commerce  Code,  as  each  may  be  amended  from  time  to time, and,\n     accordingly,  legal and equitable title in all of Seller's accounts sold to\n     and  purchased  by  KBK  from  time  to  time  hereunder  will pass to KBK.\n\nIN  WITNESS  WHEREOF,  the  parties  hereto,  heretofore  duly  authorized, have\nexecuted  this  Agreement  as  of  the  date  first  set  forth  above.\n\nAddress  for  Notices:            SELLER:\n777 Post Oak Blvd., 8th Floor\nHouston,  TX  77056               BOOTS  &amp; COOTS  SPECIAL  SERVICES,  INC.\n\n                                  BY:______________________________________\n                                     Larry H. Ramming, CEO\/Chairman of the Board\n\n\nTelecopy  No.:                    IWC  SERVICES,  INC.\n(713)  621-7988\n\n                                  By:______________________________________\n                                     Larry H. Ramming, CEO\/Chairman of the Board\n\n\n\nAddress  for  Notices:            KBK  FINANCIAL,  INC.\n301  COMMERCE  STREET\n2200  CITY  CENTER                By:______________________________________\nFORT  WORTH,  TEXAS  76102           Randy  R.  Gartz,  Vice  President\nTelecopy  No.:  (817)258-6114     Date:____________________________________\n\n\nSTATE  OF  TEXAS\n\nCOUNTY  OF  HARRIS\n\n\n     The  foregoing instrument was acknowledged before me this ____ day of June,\n2001, by Larry H. Ramming, CEO\/Chairman of the Board, for and on behalf of BOOTS\n&amp; COOTS  SPECIAL  SERVICES,  INC.,  a  Texas  corporation.\n\nWitness  my  hand  and  official  seal.\n\nMy  Commission  expires:________________        ________________________________\n                                                (Notary  Public)\n\n\nAcct  Transfer  Agreement\/RAR           9                                ~6\/16\/l\n\nSTATE  OF  TEXAS\n\nCOUNTY  OF  HARRIS\n\n     The  foregoing  instrument was acknowledged before me this     day of June,\n                                                                ---\n2001,  by  Larry H. Ramming, CEO\/Chairman of the Board, for and on behalf of IWC\nSERVICES,  INC.,  a  Texas  corporation.\n\nWitness  my  hand  and  official  seal.\n\nMy  Commission  expires:_____________             ______________________________\n                                                  (Notary  Public)\n\n\nSTATE  OF  TEXAS\n\nCOUNTY  OF  HARRIS\n\n                      The  foregoing  instrument was acknowledged before me this\n   day of June, 2001, by Randy R. Gartz, Vice President for and on behalf of KBK\n--\nFINANCIAL,  INC.,  a  Delaware  corporation.\n\nWitness  my  hand  and  official  seal.\n\nMy  Commission  expires:_____________             ______________________________\n                                                  (Notary  Public)\n\n\nAcct  Transfer  Agreement\/RAR           10                               ~6\/16\/l\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6924],"corporate_contracts_industries":[9413],"corporate_contracts_types":[9564,9560],"class_list":["post-40878","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boots---coots-international-well-control-inc","corporate_contracts_industries-energy__services","corporate_contracts_types-finance__factor","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40878","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40878"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40878"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40878"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40878"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}