SALE OF ACCOUNTS AND SECURITY AGREEMENT
Date: August 17, 2005.
Coda Octopus Group, Inc., a Delaware corporation (“Seller”), having offices at 245 Park Avenue, 39 th Floor,
New York, New York 10167.
Seller and Faunus Group International, Inc., a Delaware corporation (“FGI”), having offices at 80 Pine
Street, 32 nd Floor, New York, New York 10005, hereby agree to the terms and conditions set forth in this Sale
of Accounts and Security Agreement (“Agreement”):
Definitions . For the purposes of this Agreement and unless defined otherwise herein,
all terms used shall have the meanings assigned to them on Schedule “A”.
Other Referential Provisions .
Except as otherwise expressly provided herein, all accounting terms not specifically defined or
specified herein shall have the meanings generally attrib-uted to such terms under GAAP including, without
limitation, applicable statements and interpretations issued by the Financial Accounting Standards Board and
bulletins, opin-ions, interpretations and statements issued by the American Institute of Certified Public
Accountants or its committees.
All personal pronouns used in this Agreement, whether used in the mas-cu-line, feminine or
neuter gender, shall include all other genders; the singular shall include the plural, and the plural shall include the
The words “hereof”, “herein” and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular provisions of this Agreement.
Titles of Articles and Sections in this Agreement are for convenience only, do not constitute
part of this Agreement and neither limit nor amplify the pro-vi-sions of this Agreement, and all references in this
Agreement to Articles, Sections, Sub-sections, paragraphs, clauses, sub clauses, Schedules or Exhibits shall refer
to the cor-res-ponding Article, Section, Subsection, paragraph, clause or sub clau