ari network services, inc. ( “ seller ” ) and rfc capital corporation ( “ purchaser ” ) entered into a receivable sale agreement, dated september 28, 1999 ( “ the agreement ” ). unless otherwise defined in this letter agreement, capitalized terms used in this letter agreement shall have the same meaning ascribed to them in the agreement. unless the agreement is sooner terminated as a result of an event of seller default or by notice from seller, as provided in the agreement, the termination date of the agreement is september 28th, 2002. however, in view of our ongoing discussions regarding possible renewal of the agreement, we have agreed to extend the termination date. accordingly, this letter agreement confirms our mutual agreement to extend the termination date until august 25, 2003 ( the “ extension ” ), subject to each of the following terms and conditions : 1. purchaser shall continue to purchase receivables as provided in the agreement between the date hereof and the extension. 2. the lockbox account will continue to be maintained as provided in section 2. 4 of the agreement until the earlier of ( i ) a date which is 120 days following expiration of the extension, or ( ii ) the date on which purchaser has collected all amounts owing on purchased receivables and has otherwise received all amounts owing purchaser under the agreement. 3. prior to expiration of the extension, purchaser will continue to administer the accounts as provided in article v of the agreement and, notwithstanding anything to the contrary in section 5. 4 of the agreement, purchaser shall have the right to continue to fund the seller credit reserve account from the excess collection amount as provided in section 5. 3 ( a ) ( iii ) of the agreement. 4. during the extension, seller and purchaser shall have their respective rights and responsibilities described in article vi of the agreement. 5. any attempt by the subordinated debenture holder to exercise any of its rights to foreclose or to accelerate the obligations of seller under that certain debenture between seller the growth capital division is a division of textron financial corporation, a subsidiary of textron inc. and subordinated debenture holder, shall be deemed an event of seller default under the agreement. 6. in consideration of the extension, seller agrees to pay purchaser an accommodation fee equal to 0. 25 % of the purchase commitment fee in effect, which is fully earned and payable to purchaser upon the execution of this letter