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                                                                   EXHIBIT 10.47



                       LETTER OF CREDIT/GUARANTY AGREEMENT

        THIS AGREEMENT is made this      day of November, 1997 between
Jalate, Ltd. ("CLIENT") and Heller Financial, Inc. ("HELLER"). All capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed thereto in the Collection Date Factoring Agreement between Client and
Heller having an Effective Date of June 30, 1997 (the "FACTORING AGREEMENT").

        WHEREAS, Client will, from time to time, request Heller to finance its
purchase of merchandise by (i) establishing letters of credit in favor of the
sellers of such merchandise or (ii) issuing a guaranty of PAYMENT in favor of
any such sellers or other issuers of letters of credit in favor of such sellers,
or (iii) honoring sight or term drafts drawn by any seller of such merchandise;
and

        WHEREAS, when such merchandise is delivered, Client will request Heller,
in its sole discretion, to deliver such merchandise to Client for the purposes
of manufacturing or resale, or both.

        NOW, THEREFORE, in consideration of the foregoing premise and for other
good and valuable consideration, receipt and sufficiency of which is
acknowledged, Client and Heller agree as follows:

1.   Client will, from time to time, request that Heller finance the purchase
     of merchandise by (i) establishing a letter of credit in favor of the
     seller thereof or (ii) issuing a guaranty of payment in favor of such
     seller or other issuer of a letter of credit in favor of such seller, or
     (iii) agreeing to honor sight or term drafts drawn against Heller by the
     seller of such merchandise.

2.   Within a reasonable time thereafter Heller will advise Client if Heller is
     willing to finance such purchase as aforesaid and the terms and conditions
     upon which Heller is willing to do so; it being understood and agreed that
     in all instances Heller shall have sole and complete discretion to
     determine whether or not or to what extent Heller is willing to assist in
     financing any such purchase of merchandise.

3.   If Heller is willing to finance such purchase, it will establish a letter
     of credit, issue its guaranty, or honor drafts as aforesaid, subject to
     whatever terms and conditions Heller may specify in any such letter of
     credit, guaranty or other agreements.

4.   Client unconditionally agrees to indemnify Heller and hold it harmless from
     any and all indebtedness, obligations and liabilities Heller may incur in
     connection with any letter of credit which it may establish or obtain for
     Client's account, or in connection with any guaranty Heller may issue and
     Client will pay all such indebtedness, obligations and liabilities upon
     Heller's demand and in United States currency.



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5.   Heller will have the right at any time and without notice to charge
     Client's account on Heller's books with the amount of any and all
     indebtedness, obligations or liabilities paid or incurred by Heller in
     connection with any such letter of credit guaranty or draft including, but
     without limitation, (i) all amounts which may be charged to Heller by any
     bank or other financial institution issuing such letter of credit, (ii)
     bank charges, (iii) fees and commissions, (iv) duties, (v) cost of
     insurance and (vi) such other charges and expenses, including interest,
     attorneys' fees and collection charges, which may pertain either directly
     or indirectly to such letter of credit guaranty or draft, or to the
     merchandise referred to therein. Client further agrees that any debit
     balance which may exist in its account by virtue of the foregoing charges
     will be repaid upon Heller's demand and in United States currency.

6.   Client agrees to hold Heller harmless for any errors or omissions whether
     caused by Heller or otherwise, and Client's unconditional obligation to
     Heller hereunder shall not be modified or diminished for any reason.

7.   Heller shall not be responsible for the existence, character, quality,
     condition or value of the property purporting to be represented by
     documents; for the validity, sufficiency or genuineness of documents, even
     if such documents shall in effect prove to be in any or all respects
     invalid, insufficient, fraudulent or forged; for the time, place, manner or
     order in which shipments are made; for partial or incomplete shipments or
     failure or omission to ship any or all of the property referred to in any
     Letter of Credit or Guaranty; for any deviation from instructions, delay,
     default or fraud by the shipper or anyone else in connection with the
     property or the shipping thereof; for any breach of contract between any
     shipper or any vendor and Client. Client agrees that any action taken by
     Heller under or in connection with any letter of credit, guaranty or draft
     or the related documents or property, if taken in good faith, shall be
     binding on Client and shall not cause Heller any resulting liability to
     Client, and in furtherance thereof, Client hereby agrees to and waives
     notice of any extension of the maturity or time for payments or for
     presentation of drafts, acceptance or documents or any other modifications
     of the terms of any letter of credit or guaranty.

8.   Client agrees to procure promptly any necessary import or other licenses
     for the import of the property and to comply with all foreign and domestic
     governmental regulations in connection with the shipment of the property or
     the financing thereof, and to furnish such certificates in that respect as
     Heller may at any time require. In this connection Client warrants and
     represents that all shipments made under any letter of credit or guaranty
     are in accordance with and are not prohibited by the governmental laws and
     regulations of the countries in which the shipments originate or terminate.
     Client assumes all risks and liability for all present and future local,
     state or governmental taxes, levies or embargo of any country, state, city
     or other political sub-division wherein payments are to be made or where
     such drafts may be drawn, negotiated, accepted or paid; and Client assumes
     all risks, liability and responsibility for any laws, customs and
     regulations which may be effective in the countries wherein payments are to
     be made or where such drafts are drawn, negotiated or paid.

9.   Client hereby grants to Heller a continuing security interest in all of
     Client's now owned and hereafter acquired inventory acquired in connection
     with any of Heller's letters of credit



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     and/or guaranties and/or honoring any drafts drawn against Heller and
     further grants, to Heller a security interest in and assign to Heller all
     of Client's right, title and interest in or to shipping documents, drafts,
     warehouse receipts, bills of lading and other documents or instruments with
     respect to such inventory, and the proceeds thereof, and the contract
     rights relating thereto as collateral security for all Obligations.

 10. Until Heller is repaid, Client agrees to keep the merchandise adequately
     covered by insurance in companies, in amounts and under policies acceptable
     to Heller but at Client's expense, and to assign the policies or
     certificates of insurance to Heller or to make the loss or adjustment, if
     any, payable to Heller at Heller's option and to, upon demand, furnish
     Heller with evidence of acceptance of such assignment by the insurers.

 11. All advances made by Heller under or in connection with such purchase of
     merchandise shall bear interest at the rate set forth in the Factoring
     Agreement. If Heller, in its sole discretion, shall deliver possession to
     Client of any property shipped under a Heller letter of credit or guaranty,
     such merchandise will continue to stand as security for all Obligations and
     Client agrees to hold such merchandise as Trustee, subject to the terms and
     provisions of this Agreement, and subject to the terms and provisions of
     the Uniform Commercial Code, if applicable, and Client agrees to execute
     such instruments and file such instruments as are deemed necessary or
     desirable by Heller in order to insure that Heller's security will not be
     impaired in any such transfer of possession.

 12. Upon the sale by Client of any such merchandise, the accounts receivable or
     other proceeds generated thereby shall be assigned and delivered to Heller
     and shall be applied to the payment of the Obligations.

 13. Client agrees to pay Heller all bank charges incurred or paid by Heller in
     connection with any letter of credit. In addition to such bank charges,
     Client shall pay to Heller three percent (3.0%) per annum of the face
     amount of each letter of credit or guaranty for each month, or part thereof
     that said letter of credit or guaranty is outstanding.

 14. The following acts or occurrences shall constitute a default under this
     Agreement:

        (a)  Client's failure to pay any amounts owing to Heller when due or
             upon Heller's demand;

        (b)  Client's sale outside the ordinary course of business or pledge or
             attempted pledge of any merchandise entrusted to Client;

        (c)  Client fails to comply with any of the terms, conditions or
             provisions of this Agreement;

        (d)  Client's default under the Factoring Agreement or under any other
             agreement between Client and Heller.



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 15. Upon the occurrence of a default under this Agreement, the Factoring
     Agreement or under any of the terms and conditions of any promissory note,
     financing statement, agreement or other document given to Heller by Client,
     then and in any such event, Heller may terminate this Agreement, demand
     payment from Client of all sums owing to Heller and exercise any rights and
     remedies given Heller hereunder or under any such other documents or under
     the Uniform Commercial Code, if applicable. Client hereby waives
     presentment, demand, protest and notice as to any instrument given to
     Heller hereunder and with respect to any notice to which we might otherwise
     be entitled. Client expressly authorizes Heller to take possession of any
     and all merchandise subject to Heller's lien and to sell it immediately
     without advertisement, and without notice to Client, at private sale or at
     public auction, or at broker's board or otherwise at Heller's option, at
     such times, at such places and for such prices, and upon such terms and
     conditions as Heller may deem proper and to apply the net proceeds of such
     sales, after deducting the expenses thereof, to the Obligations, and Client
     agrees to be responsible for any deficiency upon Heller's demand. If any
     such sale be at broker's board or at public auction, Heller may be a
     purchaser at such sale free from any right of redemption which Client
     hereby expressly waives and releases. In furtherance of such disposition of
     any such merchandise, Client shall execute such power of attorney or other
     documents Heller may request.

 16. Heller shall be entitled to offset and apply to the Obligations any sums or
     property of Client's coming into Heller's possession or to hold the same as
     attachable security for any of the Obligations no matter how arising and
     whether under this Agreement or otherwise. Client acknowledges that Heller
     shall also be entitled to establish reserves in the aggregate amount of all
     letters of credit or guaranties outstanding from time to time against
     amounts otherwise available to Client for Revolving Loans under that
     certain Revolving Loan Agreement dated June 30, 1997 between Client and
     Heller, as amended from time to time.

 17. Heller's failure to exercise any rights hereunder shall not operate as a
     waiver of any of its rights and remedies contained in this Agreement or in
     any other agreement between Client and Heller and all of such rights and
     remedies are cumulative and not alternative.

 18. This Agreement embodies the entire agreement among the parties hereto and
     supersedes all prior commitments, agreements, representations, and
     understandings, whether written or oral, relating to the subject matter
     hereof, and may not be contradicted or varied by evidence of prior,
     contemporaneous, or subsequent oral agreements or discussions of the
     parties hereto.

 19. This Agreement shall be binding upon and inure to the benefit of Client's
     and Heller's respective successors and assigns.

 20. THIS AGREEMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN
     ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT
     REGARD TO CONFLICTS OF LAW PRINCIPLES.

 21. This Agreement, on acceptance by Heller, shall continue until the earlier
     of (i) termination by either party giving to the other party thirty (30)
     days prior written notice or (ii) termination of the Factoring Agreement,
     but any such termination of this Agreement shall not



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     terminate or otherwise affect an), of Client's Obligations or Heller's
     rights hereunder and such Obligations, and rights shall continue until all
     of the Obligations are paid in full.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their thereunto duly authorized officers on the date first set forth
above.

JALATE, LTD.                              HELLER FINANCIAL, INC.

By:        [SIG]                          By:        [SIG]
    ___________________________               ________________________________

Name:      [ILLEGIBLE]                    Name:      [ILLEGIBLE]
      _________________________                 ______________________________

Title:     V.P. FINANCE & CFO             Title:      V.P.
       ________________________                  _____________________________


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