EXHIBIT 10.18


                                       FTC
                                       ---
                                COMMERCIAL CORP.

                               FACTORING AGREEMENT


To:      WILLIAM RAST SOURCING, LLC.                   Date:    October 1, 2006
         150 WEST JEFFERSON
         LOS ANGELES, CA 90007

Ladies and Gentlemen:

         This  Factoring   Agreement  (the  "AGREEMENT")  sets  out  the  terms,
provisions and conditions on which we will act as your factor.

1.       PURCHASE OF ACCOUNTS:

         We will purchase  from you and you will sell to us accounts  receivable
created by your  sales of goods to or  performance  of  services  for  customers
approved by us in amounts  approved by us without recourse to you for insolvency
or nonpayment for financial inability to pay, except as set forth herein,  after
the goods or services  have been  actually  delivered  to and  finally  accepted
without claim or dispute by your customer.  An "account receivable" or "account"
means any right to payment of a monetary  obligation which is the net amount due
from a  customer  for all  sales of goods or  performance  of  services  to such
customer whether performed or yet to be performed. You will tender to us for our
approval or rejection,  which such approval or rejection  shall be determined in
our sole  discretion,  all of your accounts except those which we have agreed in
writing  that you may  exclude  (as set  forth in the list  attached  hereto  as
SCHEDULE  A and  modified  from time to time).  This  Agreement  applies  to all
accounts  heretofore or hereafter  purchased by us from you. We may at any time,
in our sole  discretion,  revoke our approval of any of your customers or reduce
the maximum  amount which you may bill to any customer,  but such  revocation or
reduction  shall neither  affect sales where goods have been shipped or services
have been  performed  nor render us liable to you or any other  person or entity
for any loss or damage sustained by reason thereof.

         You shall pay us a one-time  set-up and integration fee of zero dollars
($0.00) for setting you up in our system (including establishment of the Reserve
Account).  Such set-up and integration fee shall also cover the initial addition
of your customer base to our computer system and further introduction of any new
customers  for a  period  of six (6)  months  from  the  effective  date of this
Agreement.

         The customer shall be deemed  insolvent if: (a) the customer shall have
absconded;  (b) the customer becomes  insolvent as defined in Section 101(32) of
the  Bankruptcy  Code; (c) a receiver shall have been appointed for the customer
or its assets; (d) the customer shall have made a general offer of compromise to
his creditors for less than his indebtedness;  (e) the customer's stock in trade
shall have been taken  possession of or sold under a security  agreement or writ
of attachment or sold or transferred in bulk or otherwise sold out of the normal
course of business;  (f) the customer's business shall have been assigned to, or
taken over by an  assignee  or trustee  for the  benefit of his  creditors  or a
committee appointed by his creditors;  (g) a voluntary or involuntary proceeding
shall have been  instituted  with respect to the customer under any  bankruptcy,
reorganization,  receivership or other law providing for the financial relief of
debtors;  (h) the  customer  has  stated  to us a  financial  inability  to pay;
provided,  however,  that  insolvency  shall not be deemed to have occurred when
caused by armed conflict, terrorism, or resistance thereto.

         All  invoices  for  merchandise  sold or  services  rendered  shall  be
prepared  by you and  shall  contain  terms  of sale as well as  provisions  for
disputes, specifically providing for arbitration, attorney fees, jurisdiction in
Los Angeles,  California and the  application of California  law. No change from
the original terms of sale shall be made without our prior written consent.  All
invoices for merchandise sold or services rendered shall bear a notice that such
invoice has been  assigned to, and is owned by and payable  directly and only to
us. You shall furnish us with copies of all invoices within twenty-one (21) days
from the  earlier of the  invoice  date or shipping  date,  accompanied  by duly
executed  confirmatory  assignment  schedules,  original  shipping  or  delivery
receipts,  and such other  information  or documents as we in our discretion may
request  from  time to  time.  If you fail to  provide  us with  copies  of such
invoices  (or the  equivalent)  or such  proof  of  shipment  or  delivery  when
requested by us for any factor risk account receivable, such factor risk account
receivable  shall  automatically  convert to client risk account  receivable and
immediately  upon such conversion,  regardless of any prior credit approval,  we
shall have no credit risk with respect to such account receivable.

2.       PAYMENT FOR ACCOUNTS:

         You  shall  deliver  to us  immediately  after  shipment  of  goods  or
performance of services  either copies of invoices sent to your customers or, at
our  sole  discretion,  such  other  proof  or  evidence,   including,   without
limitation,  electronic  or  computer  data,  as  shall  in  our  sole  judgment
satisfactorily  confirm and substantiate the creation of an account  receivable,
together with carriers'  receipts or other  evidence of shipment  suitable to us
showing the  delivery of goods or services  covered by each  invoice.  Upon your
request,  upon your certification that an account has been created, and upon our
written  approval the credit  standing of the


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account  debtor and the amount and terms of the sale of the goods or performance
of service,  we will remit to you the net amount of accounts purchased by us, or
such  portion  thereof as you may from time to time  request,  less the  reserve
hereinafter  provided for. We may at any time set off against amounts due you or
we  may  bill  you  for  service  charges,  interest,  expenses,  liability  for
repurchases,  or other items chargeable to you. We will furnish you with advices
of charges set off against  amounts due you, and we will send you a statement as
of the closing of business on the last day of each calendar  month or such other
closing  date as we and you shall  agree  upon.  Should  you  purchase  goods or
services from another of our clients and the account  arising from such purchase
be sold to us, then we may at any time without notice to you set off the balance
due us on such account against amounts we owe you. We will make advances and all
advances will be billed to you at a fee for such advance at thirty dollars ($30)
per wire transfer.

         Outstanding  factoring  advances  shall  not at  any  time  exceed  the
"maximum factoring advances amount",  which shall be defined,  as of any date of
determination,  as an amount equal to (i) up to eighty five percent (85%) of the
purchase price of all accounts purchased by us from you from time to pursuant to
this Agreement less (ii) such reserves as we, in our sole  discretion,  elect to
establish,  including, without limitation,  reserves for concentration accounts,
"client's risk accounts" (as defined in SECTION 4 below), disputed accounts, and
non-disputed  accounts. We shall not make a factoring advance to the extent such
factoring  advance would cause the aggregate  amount of factoring  advances then
outstanding to exceed the maximum  factoring  advances amount. If at any time an
overadvance  exists,  then you shall pay to us, or we may charge  the  Factoring
Account (as defined in SECTION 3 below) with, such amount as may be necessary to
eliminate the  overadvance.  Without  affecting  your  obligation to immediately
repay the overadvance,  you agree to pay us a fee in the amount of three percent
(3.0%)  above  Prime  Rate  as  defined  in  Section  27 for  each  day  that an
overadvance exists.  Amounts owing by you under this SECTION 2 may be repaid and
made  available  again  to  you  at  any  time  prior  to  the  earliest  of (i)
acceleration  of your  obligations  to us  pursuant  to  SECTION  17 or (ii) the
termination date of this Agreement.

3.       RESERVE REQUIREMENT:

         Fifteen  percent (15%) of all unpaid  accounts  purchased by us and one
hundred  percent (100%) of all such accounts which are disputed or which you may
be obligated to repurchase  (including,  without limitation,  any "client's risk
account"  as  defined  in  SECTION  4)  shall  be held by us as cash  collateral
(hereinafter  the  "reserve")  against  which  we  may at any  time  charge  any
liability you may now or hereafter owe us, directly or indirectly. We shall have
the right to change the percentage of unpaid  accounts at which the reserve will
be  maintained  at any time without  notice to you as we in our sole  discretion
shall deem  necessary for our  protection.  Should any notice of  termination of
this Agreement be sent by either party or should we terminate  without notice as
provided for in SECTION 17, then we may hold one hundred  percent  (100%) of all
unpaid  accounts as such  reserve.  We may, in our sole  discretion,  withhold a
reserve  from any  payment  to you should we have  reason to believe  sufficient
objection  to the amount  owed may be raised by a customer,  court of  competent
jurisdiction,  or other relevant  third party.  The reserve  required  hereunder
shall be maintained with us in an account designated as the "Factoring Account."

4.       CLIENT'S RISK ACCOUNTS:

         We may in our sole discretion from time to time purchase accounts which
arise from sales to  customers  not approved by us or which are offered to us at
or after their  maturity,  which shall be known as "client's risk accounts." Any
client's risk account purchased by us shall be with recourse to you for the full
amount  thereof.  You  shall  repurchase  any  client's  risk  account  from  us
immediately  upon our request,  whether or not such account has matured.  Should
our  purchase  of  the  accounts  of  customers  approved  by us  result  in any
indebtedness  of such  customer  to us in an amount  in excess of the  amount of
credit approved by us, then such amount in excess shall be treated between us as
a client's risk account,  and at our request you shall  reimburse us such amount
in excess, but we shall not return such account to you until it is paid in full.
Any  payment  received by either of us from any source on account of a customer,
regardless  of how  designated,  shall be applied  first to the reduction of the
credit risk  assumed by us as to such  customer.  If you  purchase or lease from
your  customer  goods or services and your  customer  claims a right of set-off,
then the accounts  arising from sales to such  customers  shall also be client's
risk  accounts.  Your  normal  terms of sale are net 8/10 EOM and/or net 30. Our
Factoring  Service Charge and our credit  approval are based on your use of your
normal terms of sale. You agree to notify us if you offer your  customers  terms
longer than the terms noted above. Any change of terms of sale without our prior
written  consent shall make such account a client's  risk  account.  We may from
time to time  condition  our credit  approval  for  certain  customers  on terms
shorter than your normal terms and you agree to abide by those shorter terms.

         In the event  that  monies  shall,  at any time be owing  from a single
account  debtor for both  approved  and  client's  risk  accounts,  all payments
received will be first applied to approved accounts.

5.       TITLE AND SECURITY INTEREST:

         Delivery to us either of an invoice or copy thereof or of electronic or
computer data evidencing an account, upon our acceptance thereof, shall transfer
and convey to us title to such  account and its proceeds and all your rights and
interests  in the goods sold or  services  performed  and all of your rights and
powers under the sales  contract and as unpaid  seller,  including  the right of
replevin,  reclamation  and  stoppage  in  transit,  subject  to no  encumbrance
whatsoever.  Upon our request you shall  deliver to us all documents of title in
your control relating to such goods.  Notwithstanding your failure to deliver to
us either an invoice or copy thereof or electronic  or computer data  evidencing
an  account,  as  security  for your  obligations  under this  Agreement  and as
security  for the  prompt  repayment  of any  indebtedness  to us,  whether  now
existing or hereafter incurred,  including, without limitation, any indebtedness
arising  from your  purchase of goods or services  from any client of ours where
the account  arising from such  purchase has been sold to us, you hereby  pledge
and assign to us and grant to us a security interest,  subject to no encumbrance
whatsoever,  in all your right,  title and interest in and to the following (the
"Collateral"):  (i)  all  of  your  presently  existing  and  hereafter  created
accounts;   (ii)  all  of  your  presently   existing  and  hereafter   acquired
merchandise,  inventory and goods, together with all goods and materials used or
usable in manufacturing,  processing,  packaging or shipping same, in all stages
of production,  from raw materials  through  work-in-process  to finished goods,
wherever  located,  and all additions and


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substitutions to, replacements of, insurance or other proceeds of, and documents
covering any of the foregoing;  (iii) any and all general intangibles of client,
presently  existing or  hereafter  arising,  including  general  intangibles  as
defined in the Uniform Commercial Code, chooses in action, proceeds,  contracts,
distributions,  dividends,  refunds (including,  but not limited to local, state
and/or federal tax refunds), security deposits, judgments, insurance claims, any
right to payment of any nature,  intellectual  property rights or licenses,  any
other  rights  or  assets  of  Client  customarily  or for  accounting  purposes
classified  as  general  intangibles,   and  all  documentation  and  supporting
information related to any of the foregoing,  and all proceeds thereof; (iv) all
balances,  reserves,  deposits,  debts or any other  amounts or  obligations  of
factor owing to client, including, without limitation, any rebates, the Reserve,
and any other amounts owing pursuant to this Agreement,  whether or not due, now
existing or  hereafter  arising or created,  and all proceeds  thereof;  (v) all
equipment  and  goods as  defined  in the  Uniform  Commercial  Code,  all motor
vehicles,  including all tires, accessories,  spare and repair parts, and tools,
wherever  located,  and all related right,  title and interest,  of client,  now
owned or  hereafter  acquired or  created,  all  additions  and  accessions  to,
replacements of, insurance or condemnation  proceeds of, and documents  covering
any of the  foregoing,  all  leases  of any of the  foregoing,  and  all  rents,
revenues,  issues,  profits and proceeds arising from the sale, lease,  license,
encumbrance,  collection, or any other temporary or permanent disposition of any
of the foregoing or any interest therein  (collectively,  the "Equipment");  and
(vi),all proceeds and products of each of the foregoing,  and all books, records
and documents relating thereto,  in written,  electronic or other form. We shall
have the right to sell all or any portion of the Collateral at public or private
sale,  the right to  collect  and take  control  of any  proceeds  of all or any
portion of the Collateral,  and all other rights and remedies of a secured party
under the UCC.

         You will on our request execute such further assignments,  conveyances,
financing  statements and other written instruments as we may reasonably request
to perfect our title and security interest.

         To the extent authorized by law, including the UCC, you authorize us to
file,  without  your  signature,  or to  sign  your  name as  debtor,  financing
statements  or  continuations,  in order to  create  or  maintain  the  security
interests granted to us in this Factoring Agreement.

         You hereby  grant to us a fully  paid-up,  non-exclusive  license  (the
"License")  to  use  all of the  trademarks  and  trade  names  owned  by you in
connection  with any sales of inventory by us made pursuant to the terms of this
Agreement.  The grant of the License shall be  irrevocable,  but shall terminate
concurrently  with  the  repayment  in  full by you of all  obligations  and the
termination of this Agreement.  You agree to use your best efforts to obtain the
consent of your  licensors,  if any,  to permit us to sell  inventory  otherwise
subject to a license in the manner and to the extent  permitted to you under the
applicable license agreement.

6.       NOTICE OF ASSIGNMENT AND COLLECTIONS:

         You shall do all  billing,  and all invoices  shall bear the  following
legend,  or such other legend as we from time to time in our sole discretion may
request:

         "This  account has been  assigned to, is owned by and is payable in par
         U.S. funds only to FTC Commercial  Corp.,  to whom notice must be given
         of any claim, dispute or any other reason for non-payment. If necessary
         to perfect our title or security  interest or if  requested by us, each
         page of your books of accounts  receivable or duplicate  invoices shall
         show thereon a notation that the accounts therein have been sold to us.
         We may at any time in our sole  discretion  give  notice of any sale to
         any person. Any proceeds received by you of an account sold to us shall
         be  immediately  forwarded  to  us  in  the  identical  form  in  which
         received."

7.       RETURNED GOODS:

         Should  any  goods  billed  to an  account  purchased  by us  either be
rejected or returned or be  recovered  by you through the exercise of the rights
of  replevin,  reclamation  or  stoppage  in transit,  or  otherwise,  you shall
immediately  pay to us the price we paid you for such account.  Until receipt by
us of such purchase price, you shall hold such goods in trust for us at your own
risk and expense, which goods shall be segregated from all other goods set aside
and shall be clearly marked as our property.  Upon our request you shall deliver
to us all documents of title in your control relating to such goods. In addition
to our rights and remedies  provided in SECTION 5 with regard to the Collateral,
we may take  possession of and sell such goods at public or private sale at your
expense  for the  purpose  of paying  your  obligation  to us.  Such sale  shall
extinguish  your  indebtedness to us only to the extent that the net proceeds of
the sale are applied  thereto.  Should you or your agent grant any  allowance or
rebate,  you  shall  immediately  pay us the full  amount of such  allowance  or
rebate.

8.       DEDUCTIONS AND DISPUTES:

         Should  any  customer  fail or refuse to pay us the full  amount of any
invoice or account  or  request  an  adjustment  because of any claim or dispute
based on alleged shortage, defects, noncompliance or failure to deliver, set-off
or for any other reason other than the  financial  inability of such customer to
pay or the  customer's  insolvency,  you shall  immediately  notify us and shall
adjust  any  such  dispute  or claim at your  own  expense.  When we first  have
knowledge of a deduction,  claim or dispute we will give you all  information we
have pertaining to it, but we shall have no further responsibility to assist you
in  settling  it. It shall be our policy to permit you thirty  (30) days  [sixty
(60) days in the case of an alleged  failure to deliver] from the earlier of the
date we send  you  notice  of a  deduction,  claim  or  dispute  or the date you
otherwise  learn of such  deduction,  claim or dispute  to effect a  settlement.
Notwithstanding  the foregoing policy and any extension or leniency which we may
grant,  if at any  time we,  in our sole  judgment,  deem it  necessary  for our
protection,  you shall on our demand repurchase a disputed account or claim from
us. We may at any time set off the claimed or disputed amount of any account, or
any part  thereof,  or the  amount of any  client's  risk  account,  or any part
thereof,  against any amount due you or we may charge  such  amount  against the
reserve or any other  collateral of yours which we hold.  You will  indemnify us
for and hold us  harmless  from any  liability  for or expense on account of any
deduction or claim of any of your customers  arising from a merchandise  dispute
or claim.  Any  adjustment  or credit to an account by you shall be  immediately
communicated  to us, and you shall forward to us  immediately an amount equal to
the  difference  between the amount of the  account  before  adjustment  and its
adjusted outstanding balance.  Should notice of termination of this Agreement be
sent by  either  party  for any  reason  you shall  immediately  repurchase  all
disputed accounts


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<PAGE>


from us and pay us the price we paid you  therefor.  After we have demanded that
you  repurchase an invoice or account from us under this SECTION 8, we shall not
thereafter  be  obligated  to again  purchase  such  invoice or account from you
unless we elect to do so after you have  resolved  all  deductions,  claims  and
disputes affecting it.

9.       REPURCHASE OF ACCOUNTS:

         When you become  obligated  to  repurchase  an invoice or account,  you
shall thereupon be liable to us for the net amount thereof,  and it shall not be
necessary  for us to tender  such  invoice or account to you until you have paid
us. We may retain  such  account  and will have a security  interest  therein as
security for your  obligation to pay the repurchase  price,  and we may sell any
such account at public or private sale, collect and take control of any proceeds
of any such account,  or exercise any other remedy  available to us as a secured
party under the UCC and apply the net proceeds of the  disposition of an account
to the  satisfaction  of such  repurchase  price or to satisfy any other of your
obligations hereunder.

10.      EXCESS CREDIT MEMORANDA AND OVERPAYMENTS:

         In the event that you for any reason  whatsoever  issue in favor of any
of your customers a credit memorandum  relating to a specific account that is in
excess of the amount due on such  account or in the event that we for any reason
whatsoever receive payment on an account from any of your customers in an amount
that is in excess of the amount due on such account,  and such credit memorandum
or overpayment is  subsequently  remitted to you by us, then you hereby agree to
indemnify  us for  and  hold  us  harmless  from  any  and  all  claims,  suits,
proceedings,  penalties,  assessments,  costs and expenses of whatever  kind and
description  arising from or relating or incident to the holding and  remittance
of credit  memoranda and  overpayments  pursuant to this SECTION 10,  including,
without  limitation,  any and all  claims,  penalties  and  assessments  made or
asserted by any  customer,  by any federal,  state or local  governmental  body,
agency or taxing authority, or by any other person or entity.

11.      REPRESENTATIONS, WARRANTIES, AND COVENANTS:

         By indicating your acceptance of this Agreement you represent,  warrant
and covenant that:

         a)       you currently are and during the term of this Agreement  shall
                  continue  to  be  a  corporation,  limited  liability  company
                  partnership or proprietorship duly organized, validly existing
                  and in good  standing  under  the  laws of the  state  of your
                  organization, and duly qualified and in good standing in every
                  other  jurisdiction  in which the conduct of your  business or
                  the ownership of property makes such  qualification  necessary
                  under applicable law;

         b)       the execution,  delivery and performance of this Agreement are
                  within your organizational powers and are not in contravention
                  of  any  law,   rule  or   regulation,   the   terms  of  your
                  organizational papers or any judgment, indenture, agreement or
                  undertaking to which you are a party or by which you or any of
                  your property is bound;

         c)       you are and  during  the term of this  Agreement  shall be the
                  owner of all your  goods and  inventories,  and,  without  our
                  prior written consent, you shall not create or suffer to exist
                  any lien or  encumbrance  on or any security  interest in such
                  goods and inventories or on or in any other of the Collateral,
                  other than the security  interest created in our favor by this
                  Agreement;

         d)       each account  offered to us for purchase  under this Agreement
                  shall  represent  a  bona  fide  sale  of  goods  from  you or
                  performance  of services  by you to your  customer  and,  with
                  respect to each such  account,  you shall be the lawful  owner
                  thereof  with good right and title to pledge,  assign and sell
                  the same subject to no encumbrances whatsoever;

         e)       the net amount shown on each invoice shall be legally owing by
                  such  customer,  and payment by the customer  according to the
                  terms of the invoice including,  without  limitation,  payment
                  with any  applicable  late fee,  penalty,  charge or interest,
                  shall not violate  any  federal,  state or local law,  statue,
                  rule or regulation;  the grant of the security interest herein
                  in SECTION 5, shall be subject to no encumbrances whatsoever;

         f)       there  shall be no  set-off,  counterclaim  or  defense to the
                  right to payment of such net amount  shown as due on each such
                  invoice;

         g)       the  goods  sold  under  each  such  invoice  shall  have been
                  delivered  to  the  customer  or to a  carrier  or,  with  our
                  consent, shall be held by you after billing, all in accordance
                  with the purchase contract;

         h)       the sales  evidenced by each such invoice  shall not have been
                  in violation of any law, governmental regulation or order;

         i)       the sales  evidenced  by each  such  invoice  shall  have been
                  approved by us and our approval shall not have expired or been
                  revoked by us, or shall have given rise to an account  that we
                  have elected to purchase from you under SECTION 4 hereof;

         j)       an invoice shall have been  delivered to the customer  showing
                  the  account  to have been sold to and  payable  to us and you
                  shall take such other  steps as  required  by the laws of your
                  state to perfect our title to the account and goods underlying
                  it;

         k)       you  have  identified  to  us  the  state  in  which  you  are
                  organized,  all  tradenames,  tradestyles  or other assumed or
                  fictitious  business names (sometimes  referred to as "DBA" or
                  "doing  business as" names) that you use; (ii) you will advise
                  us in  writing if you  commence  using any other such names in
                  the  future;  and (iii) upon our  request  therefor,  you will
                  provide to us evidence of your  registration of all such names
                  in all jurisdictions in which such registration is required by
                  law; and that

         l)       you  will  notify  us at  least  ten  (10)  days  prior to the
                  occurrence  of a  change  of your  state of  incorporation  or
                  organization  or a change of the state of your principal place
                  of business;

         m)       you  will  permit  us  and  any   authorized   representatives
                  designated by us to visit and inspect any of your  properties,
                  including your collateral,  financial and accounting  records,
                  and to make copies and take extracts therefrom, and to discuss
                  your  affairs,  finances and business  with your  officers and
                  independent  public


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<PAGE>


                  accountants,  at  such  reasonable  times  during  the  normal
                  business  hours and as often as may be  reasonably  requested.
                  You acknowledge  that we intend to make such  inspections from
                  time to time.

         n)       you  warrant  and  represent  that there has been no  material
                  adverse change in your financial condition as reflected in the
                  financial  statements  delivered  to us since the date thereof
                  nor do such  statements  fail to  disclose  any  fact or facts
                  which materially  adversely  affect your financial  condition;
                  and there is no litigation pending or threatened,  which taken
                  in the aggregate if adversely  determined,  can  reasonably be
                  expected to have a material  adverse  affect on your financial
                  condition.

12.      BOOKS AND RECORDS:

         You will keep adequate and proper books and records  showing all sales,
claims,  allowances and losses on goods sold, and such books and records and all
correspondence and papers relating thereto shall be open for inspection by us or
our agent at all reasonable  times.  Annually  within ninety (90) days after the
close of your  fiscal  year you shall  furnish  us with your  balance  sheet and
related  statement  of profit and loss and summary of statement of cash flows of
such year  certified  or  reviewed  as to their  correctness  by an  independent
certified  public  accountant  acceptable  to us, and you will from time to time
furnish us interim statements of condition and other financial information as we
may reasonably require.

13.      TAXES:

         Should  any  excise,  sale,  use or other tax or levy be imposed by any
federal,  state or local authorities requiring deduction or withholding from the
proceeds of sale or account,  or if your  customer is  authorized to withhold or
deduct such tax or levy, then you shall immediately pay us the amount of any tax
or levy so withheld, and you will indemnify us for and hold us harmless from any
loss or expenses on account of such tax.

14.      SET OFF:

         Any and all sums at any time owed by us to you or deposited by you with
us shall at all times  constitute  security for any and all  liabilities you may
now or  hereafter  owe us,  and we may  apply or set off such sums  against  any
liabilities you owe us at any time whether or not such sums are then due.

15.      BREACH OF WARRANTY AND AGREEMENTS:

         Should  you  breach  or fail to  perform  any of  your  obligations  or
liabilities  hereunder and such breach continue for ten (10) days after you have
notice of such  breach or notice  thereof has been sent to you, or should you at
any time breach a warranty made by you under SECTION 11 hereof, then you will on
our demand  immediately  repurchase  from us all accounts  then held by us which
were  purchased  from  you,  and you will pay us the full  amount  thereof  with
interest at the highest legal rate from the date of our demand. You agree to pay
all costs  associated  with the collection of such amounts,  including,  without
limitation,  fifteen  percent  (15%) of all such amounts due to us as attorney's
fees if collected by or through an attorney-at-law.  Our forbearance, consent to
a deviation  from the terms  hereof,  or failure to exercise  any right or power
arising because of a breach by you hereunder shall not constitute a waiver as to
any  subsequent  breach,  whether or not we know about such breach,  unless such
right or power shall have been expressly waived by us in writing.

16.      OFFER AND ACCEPTANCE:

         This  writing is an offer by us to you which shall  remain open for ten
(10) days from the date first above  written,  but after ten (10) days from said
date your  acceptance  hereof shall be deemed a counteroffer  to us which we can
accept  or  reject.  Upon  your  acceptance  hereof  or our  acceptance  of your
counteroffer, then this Agreement shall constitute the sole agreement between us
concerning  our purchase of your  accounts  effective as of the date first above
written  and shall  supersede  all prior  agreements  between us on the  subject
hereof.  Your acceptance  hereof shall be made by your execution and delivery of
this  Agreement  to us at  our  office  in  Los  Angeles,  California,  and  our
acceptance or rejection of your  counteroffer  will be made at our office in Los
Angeles, California.

17.      TERMINATION:

         Either of us may terminate this Agreement at any time after the Initial
Period  (the sixty (60) day  commencing  on the  Effective  Date) for any reason
whatsoever by giving the other at least sixty (60) days prior written notice. We
may terminate this Agreement at any time without notice to you should any of the
following  events  (each an "Event of  Default")  occur:  you breach any of your
representations, warranties or covenants hereunder; any guarantor of any of your
obligations   hereunder  (a   "guarantor")   breach  any  of  his,  her  or  its
representations,  warranties  or  covenants  under any  guaranty to us; you, any
guarantor or any of your  affiliates or any guarantor  breach any of his, her or
its  representations,  warranties or covenants under any other agreement between
us and you,  any  guarantor  and/or any of your  affiliates  or any  document or
instrument to us or for our benefit; you or any guarantor make an assignment for
the benefit of creditors; you or any guarantor make any transfer in bulk and not
in the  ordinary  course of business of a major part of your or his,  her or its
materials,  supplies,  merchandise,  or other  inventory;  you or any  guarantor
abandon  or cease to  operate  your  business;  you or any  guarantor  dissolve,
liquidate, die, merge, consolidate, reorganize or change your or his, her or its
type of organization or jurisdiction of organization; you or any guarantor apply
to any tribunal for the appointment of a custodian, receiver, or any trustee for
you or a  substantial  part  of  your  or  his,  her or its  assets;  you or any
guarantor   commence  any  proceeding  under  any  bankruptcy,   reorganization,
arrangement,  readjustment of debt,  dissolution or liquidation law or statue of
any jurisdiction,  whether now or hereafter in effect; you or any guarantor have
filed  against  you or him,  her or it any such  application  or have  commenced
against  you,  him,  her or it any such  proceeding  and,  as a  result  of such
application  or in such  proceeding  an order  for  relief  is  entered  or such
proceeding  remains unstayed and undismissed for a period of thirty (30) days or
more;  any guarantor  challenges  his, her or its guaranty or seeks to terminate
his,  her or its  guaranty;  we  reasonably  believe you or any  guarantor to be
insolvent or have  experienced a material  adverse change in your or his, her or
its  financial  condition;  more than  twenty-five  percent (25%) of your equity
securities be


                                       5
<PAGE>


sold, assigned, transferred or encumbered to any one other than a current equity
owner.  Upon the effective date of  termination  all of your  obligations  shall
become  immediately  due and payable in full  without  notice or demand,  and we
shall have no  obligation  to purchase  any  accounts  from you,  regardless  of
whether we  previously  approved any orders or accounts.  The security  interest
granted  herein  shall  continue  in full  force  and  effect  until all of your
obligations  to us are paid in full.  In the event  that you elect to  terminate
this  Agreement  other than in accordance  with the  provisions  hereof or if we
terminate  this Agreement as the result of an Event of Default  terminates,  you
shall pay to us, any we may charge the  Factoring  Account with, an amount equal
to twenty-five percent (25%) of the Reserve,  not as a penalty but as liquidated
damages to  compensate us for loss of profits,  recovery of expenses,  and other
damages resulting from such termination. You acknowledge and agree that it would
be very difficult or impossible to calculate  such amounts and that  twenty-five
percent (25%) of the Reserve is a fair estimation of those amounts. Upon payment
in full of all of your obligations to us,  including  without any limitation all
interest and  attorneys'  fees and costs (if any) due to us, we shall  terminate
the security interest and remit to you the balance, if any, of the Reserve.

18.      CHOICE OF LAW:

         This  Agreement  is  made  in  Los  Angeles,  California,  and is to be
performed  under and shall in all  respects be governed by the laws of the State
of California  without  regard to the conflicts of law principles  thereof.  Any
terms  herein  which are  defined in the UCC as in effect as of the date  hereof
shall be given the same meaning herein as in the UCC (unless  otherwise  defined
herein).

19.      JURISDICTION AND VENUE:

         You agree  that any civil  suit or  action  arising  from or in any way
relating or incident to this Agreement may be brought  against you either in the
Superior  Court of Los  Angeles  County,  California,  or in the  United  States
District Court for the Central District of California, Los Angeles Division, and
you hereby  irrevocably  waive,  to the fullest  extent  permitted  by law,  any
objections  that you may now or hereafter have to the laying of the venue of any
such  civil suit or action and any claim that such civil suit or action has been
brought in an inconvenient  forum,  and you further agree that final judgment in
any such civil suit or action shall be  conclusive  and binding upon you and may
be enforced by a suit upon such judgment in any court of competent jurisdiction.

20.      ATTORNEY-IN-FACT:

         You hereby  appoint us to be your  attorney-in-fact,  authorized to (i)
sign and execute in your name any transfer,  conveyance or instrument in writing
that  may,  in our  sole  judgment,  be  necessary  or  desirable  to  effect  a
disposition of all or any portion of the  Collateral,  (ii) endorse in your name
all  checks  and drafts  received  on an account  that we own or have a security
interest  in, and (iii) do all other things that may, in our sole  judgment,  be
necessary  or  desirable  to protect our  security  interest or to carry out the
intent of this Agreement.  You hereby ratify and approve,  to the fullest extent
permitted  by law,  all acts that we, as your  attorney-in-fact,  shall do.  You
further  agree  that we shall not be  liable  to you or to any  other  person or
entity for any loss or damage  resulting from any act of commission or omission,
any error of judgment, or any mistake of fact or of law. This power of attorney,
which is coupled with an interest,  is  irrevocable so long as you are obligated
or indebted to us under this Agreement.

21.      INDEMNITY:

         You hereby agree to protect,  indemnify and hold harmless us and all of
our directors,  officers,  employees and agents from and against any and all (i)
claims,  demands  and causes of action of any nature  whatsoever  brought by any
third party and arising  from or related or  incident  to this  Agreement,  (ii)
costs and expenses incident to the defense of such claims, demands and causes of
action  including,  without  limitation,  reasonable  attorneys'  fees and court
costs, and (iii) liabilities,  judgments, settlements, penalties and assessments
arising from such claims,  demands and causes of action. The indemnity contained
in this SECTION 21 shall survive the termination of this Agreement.

22.      HEADINGS:

         The  headings  used  in this  Agreement  are for  your  convenience  to
generally  identify the subject matter of each section,  but they are not a part
of this Agreement and are not a  representation  that  different  subject matter
does not appear in a section.

23.      INTEREST, FEES AND FACTORING SERVICE CHARGES:

         So long as no event of  default  has  occurred  and is  continuing,  in
consideration of the services and risks undertaken by us in this Agreement,  you
will pay us the following service charges and the following interest  calculated
on the basis of a  360-day  year and  computed  at a rate of  interest  equal in
amount to the Prime Rate, with any change in the rate of interest resulting in a
change in the Prime Rate being  effective  as of the  opening of business on the
first day of each  calendar  month  based  upon the Prime  Rate in effect at the
close of business  on the last day of said  calendar  month,  and  remaining  in
effect up to the  opening of  business  on the first day of the next  succeeding
calendar month.

         FACTORING SERVICE CHARGE

         You shall pay us a commission in an amount equal to eight tenths of one
         percent  (.80%) of the net amount of each  account  receivable  for the
         first  sixty  (60) day term or part  thereof,  plus one  quarter of one
         percent (.25%) of such net amount for each  additional  thirty (30) day
         term or part thereof,  but in no event less than $3.00 (three  dollars)
         per invoice.  Factoring  fees payable to us hereunder are based on your
         usual and regular  selling  terms which do not exceed  sixty (60) days.
         However,  no such increase in terms or dating shall be granted  without
         our prior written  approval.  In order to induce us to provide you with
         client credit  approval on certain  accounts which we may not otherwise
         credit approve, you agree that we shall have the right to charge to you
         a surcharge.  The amount of such surcharge shall be in any amount to be
         determined  by us in our sole  discretion on any such account which you
         request us to credit approve and which we agree to credit approve.


                                       6
<PAGE>


         The  accounts  subject  to a  surcharge  are those  accounts  where the
         account debtor is the subject of a pending bankruptcy  proceeding,  the
         account  debtor is not  adequately  capitalized  in our  opinion or the
         account  debtor  is  viewed  by us (on the  basis of  various  economic
         factors  considered  by us) as being  substantially  more  unlikely  to
         timely pay the account than other account  debtors  whose  accounts are
         then being credit approved by us. Nothing in this section shall require
         us to credit approve any account,  even if you agree that we can charge
         you a surcharge in connection with such account.  All factoring fees or
         charges are due when posted and charged to your Factoring Account.

         We reserve the right to impose an additional  factoring  service charge
         (a  "surcharge")  or other  charges on any customer on which we deem it
         necessary upon notice to you.

         INTEREST CHARGE (AVERAGE NET DAILY OUTSTANDING)

         Interest  calculated on the basis of the Average Net Daily  Outstanding
         (ANDO)  Method  plus  Three (3)  business  days shall be charged on the
         average net daily balance of advances made to you pursuant to SECTION 2
         of this Agreement, and shall be payable monthly on the last day of each
         calendar month.

         INTEREST RATE

         1.       Interest shall be based on a 360 day year and shall be charged
                  to the reserve  account as of the last day of each month.  For
                  purposes  of  computing  interest  payable  by you under  this
                  Agreement and  supplement  hereto,  all  customers  checks and
                  other  payments  received by us shall be deemed applied to the
                  obligations  the same day as credited to you. We shall  credit
                  you all payments by customers of accounts receivable and other
                  payments on your behalf  promptly after crediting such payment
                  to customer's accounts.

         2.       Notwithstanding  subparagraph  1, we shall credit you with the
                  net unpaid amount of any  receivable,  less our commission and
                  any other fees,  costs or expenses to which we may be entitled
                  hereunder,  and less any  amount  thereof  which is subject to
                  claim or dispute by the  customer,  upon the first to occur of
                  (a)  payment  by  the  customer  of  such  amount,  (b) if the
                  customer files a petition for bankruptcy  relief or a petition
                  for  bankruptcy  relief is filed  against the customer and not
                  dismissed within sixty (60) days thereafter, the maturity date
                  of such receivable (on the longest terms thereof),  or (c) one
                  hundred  twenty  (120)  days after the  maturity  date of such
                  receivable (on the longest terms thereof).

         3.       The  Interest  rate  charged  will be the Prime  Rate plus one
                  percent (1.0%) pursuant to this Section 23 or as otherwise set
                  forth in this Agreement.

24.       FACTORING SPECIAL PROVISIONS:

         The following are special terms and provisions which are a part of this
Agreement   and  prevail  over  any  printed   provisions  to  the  contrary  or
inconsistent therewith:

         You  agree  to pay  all  costs  and  expenses,  to  include  reasonable
attorney's fees, whether incurred by in-house or outside counsel,  in connection
with  the  preparation,   execution,  administration  and  enforcement  of  this
Agreement,  to include  search fees and public record filing fees. You shall pay
all  reasonable  expenses  of Factor  relating to the  negotiation,  drafting of
document,  and  documentation  of this  Agreement,  and  administration  of this
Agreement,  including without  limitation,  the costs and expenses identified in
this  provision,  whether  incurred in entering into this  Agreement,  in future
amendments or modifications of this Agreement,  or in ongoing  administration of
this Agreement.  These fees may be charged to your Factoring Account.  The above
legal fees will be at $375.00 per hour.

         You agree to pay us fees, costs, expenses (including attorney fees) and
costs of settlement  incurred in collecting upon or enforcing rights against the
Collateral  or incurred  in any action to enforce  this  Agreement  or the other
factoring  documents  or to  collect  any  payment  due  from  you or any  other
factoring  facility party under this Agreement or any other factoring  documents
or incurred in connection  with any refinancing or  restructuring  of the credit
arrangements provided under this Agreement, whether in the nature of a "workout"
or in connection with any insolvency or bankruptcy proceedings or otherwise.

         You agree to pay us at the rate  designated by us from time to time, by
memorandum to you or in the Operations Manual,  for: (a) any special reports you
ask us to prepare  specifically  for you;  (b) wire  transfers;  (c) placing for
collection  accounts  which are at client  risk (or your share of our cost if an
account  has  amounts at both your risk and at our risk) plus 10% of any amounts
collected;  (d) other fees charged by us for incidental factoring services which
are charged to all our  factoring  clients;  and (e) other fees on which we have
agreed.  Fees may be charged to your Factoring  Account as incurred or billed to
you,  at our  option.  Our fees may be changed  from time to time upon notice to
you;  however,  our failure to give you such notice does not constitute a breach
of this  Agreement and does not impair our ability to institute any such change.
Fees for such services as of the date hereof are scheduled on EXHIBIT A hereto.

         Upon the  occurrence  of an Event of Default,  Client agrees to pay all
costs and  expenses,  including  reasonable  attorney  fees and legal  expenses,
incurred by Factor in enforcing or exercising  any remedies under this Agreement
or any other rights and remedies.

         Client agrees to pay all expenses,  including  reasonable attorney fees
and legal expenses, incurred by Factor in any bankruptcy proceedings of any type
involving  Client,  this  Agreement,  or  the  Collateral,   including,  without
limitation,   expenses   incurred  in  modifying  or  lifting   automatic  stay,
determining adequate protection,  use for cash collateral or relating to plan of
reorganization.

         In the event that you receive a commitment  from an alternative  lender
to fund a similar  facility  after the initial  twelve


                                       7
<PAGE>


months of the  Agreement,  Factor  will retain the right of refusal to match the
structure.

         You agree that you will submit all invoices to us  electronically.  You
will be given a grace  period of ninety  (90) of the date of this  Agreement  to
commence submitting such invoices electronically, and thereafter, if invoice are
not submitted electronically,  you shall pay us a fee of one half percent (0.5%)
over the interest rate provided in Section 23.

25.      GENERAL:

         This Agreement contains the entire  understanding  between the parties,
except as provided herein,  and may not be waived or amended except by a writing
signed by you and us. The  Agreement  shall be  binding  upon you and us and our
respective  successor and assigns,  provided that you may not assign any of your
rights or obligations  hereunder without the written consent of us. All sums due
under this Agreement,  and all sums calculated  under this Agreement shall be in
the currency of the United States.

26.      NON-BINDING MEDIATION OF CUSTOMER DISPUTES:

         YOU AGREE THAT YOU WILL ATTEMPT TO RESOLVE  DISPUTES  WITH ANY CUSTOMER
ON ACCOUNTS  RECEIVABLE WE HAVE  PURCHASED FROM YOU PURSUANT TO THE TERMS OF THE
FTC COMMERCIAL  CORP.  NON-BINDING  MEDIATION RULES IN EFFECT AT THE TIME OF ANY
SUCH DISPUTE.

27.      DEFINITIONS:

         "BANKRUPTCY  CODE" shall mean The  Bankruptcy  Code of 1978, as amended
and in effect from time to time (11 U.S.C. ss. 101 ET SEQ.).

         "BUSINESS DAY" shall mean a day of the year on which  commercial  banks
are not required or authorized to close in Los Angeles, California.

         "DOLLAR" and the sign "$" shall mean lawful money of the United  States
of America.

         "PRIME  RATE" shall mean the average  money  center bank prime  lending
rate as quoted in the Wall Street Journal,  Western Edition,  as may be adjusted
from time to time,  which such rate may not be the lowest or best  lending  rate
made available by such banks.

         "UCC"  shall mean the  Uniform  Commercial  Code of  California,  as in
effect from time to time.

28.      NOTICES:

         All  notices,   requests  and  other  communications  to  either  party
hereunder  shall  be in  writing  (including  bank  wire,  telecopy  or  similar
teletransmission  or writing),  shall be in the English  language,  and shall be
given to such party at its address or applicable teletransmission number as such
party may  hereafter  specify by notice to the other  party.  Each such  notice,
request or other  communication  shall be effective  (i) if given by mail,  five
Business  Days after such  communication  is  deposited  in the mails with first
class postage prepaid,  addressed as aforesaid,  (ii) if given by telecopy, when
such telecopy is transmitted to the telecopy number specified in this SECTION 28
and the  appropriate  confirmation  is  received,  (iii) if given by a reputable
overnight  courier  service,  the  Business  Day  after  such  communication  is
delivered to such courier device for overnight delivery, or (iv) if given by any
other means (including,  without limitation,  by air courier), when delivered or
received at the address specified in this SECTION 28.

         Address:

         if to Client,                       WILLIAM RAST SOURCING, LLC
                                             150 West Jefferson
                                             Los Angeles, CA 90007
                                             Attn:  Danny Guez
                                             Telephone: (213) 745-2123
                                             Telecopy:  (213) 745-2032

         and if to FTC Commercial Corp.,     FTC Commercial Corp.
                                             1525 S. Broadway
                                             Los Angeles, CA 90015
                                             Attn: Kenneth Wengrod
                                             Telephone:  (213) 745-8888
                                             Telecopy:  (213) 745-8887

29.      BANKRUPTCY CONSIDERATIONS:

         In  addition  to any other  covenants  made  herein by  Client,  Client
covenants  that  it  will  notify  FTC  Commercial  Corp.  of any  voluntary  or
involuntary  bankruptcy  petition filed by or against Client or any guarantor of
this Agreement under the United States Bankruptcy Code, within  twenty-four (24)
hours of any such filing.  Failure to notify FTC  Commercial  Corp.  of any such
bankruptcy  filing within  twenty-four  (24) hours shall  constitute an Event of
Default.

         Client  acknowledges  that this  Agreement is a contract to extend debt
financing or financial accommodations to or for the benefit of Client within the
meaning of 11 U.S.C.  ss.365(c)(2) and, as such, may not be assumed or assigned.
FTC  Commercial  Corp.  shall be under no obligation to purchase  accounts under
this  Agreement  from and  after  the  filing of any  voluntary  or  involuntary
petition against Client.  However, FTC Commercial Corp. may, at its sole option,
agree   to   provide    post-petition    financing   to   the   debtor    and/or
debtor-in-possession  after the filing of a voluntary or involuntary  bankruptcy
petition  by or against  Client.  Any such  agreement  to provide  post-petition
financing  shall not obligate FTC  Commercial  Corp. to purchase


                                       8
<PAGE>


accounts  until such time as the  Bankruptcy  Court  approves the  post-petition
financing agreement.

30.      JURY WAIVER, EXCLUSIVE JURISDICTION OF CALIFORNIA COURTS:

         Client hereby  irrevocably  submits to the jurisdiction of any State or
Federal  court  sitting  in Los  Angeles  County,  California  in any  action or
proceeding  arising  out  of  or  relating  to  this  Agreement,  or  any  other
agreements,  and Client hereby irrevocably agrees that all claims,  with respect
to such action or proceeding may be heard and determined in such State court or,
to the extent permitted by law, in such Federal court. Client hereby irrevocably
waives,  to the  fullest  extent  Client may  effectively  do so, the defense of
inconvenient  forum to the  maintenance  of such  action or  proceeding.  Client
irrevocably consents to the service of any and all process in any such action or
proceeding  by the  mailing  of  copies  of such  process  to  Client's  address
specified  in the  Agreement.  Client  agrees that a final  judgment in any such
action  or  proceeding  shall  be  conclusive  and  may  be  enforced  in  other
jurisdictions  by suit on the judgment or in any other  matter  provided by law.
Nothing in this Section shall affect FTC Commercial Corp.'s right to serve legal
process in any other manner  permitted by law or affect FTC  Commercial  Corp.'s
right to bring an action or proceeding  against  Client or Client's  property in
the courts of other jurisdictions.

         CLIENT  HEREBY  IRREVOCABLY  WAIVES  ALL  RIGHT TO TRIAL BY JURY OF ANY
         ACTION OR PROCEEDING ASSERTING ANY CAUSE OF ACTION,  CLAIM, THIRD PARTY
         CLAIM  OR  COUNTERCLAIM  (COLLECTIVELY,  "CLAIMS")  ARISING  OUT  OF OR
         RELATING TO THIS  AGREEMENT,  ANY OTHER  AGREEMENT,  OR THE COLLATERAL.
         THIS WAIVER EXTENDS TO ALL SUCH CLAIMS, INCLUDING,  WITHOUT LIMITATION,
         CLAIMS  WHICH  INVOLVE  PERSONS OR ENTITIES  OTHER THAN FTC  COMMERCIAL
         CORP.,  CLAIMS  WHICH ARISE OUT OF OR ARE IN ANY WAY  CONNECTED  TO THE
         RELATIONSHIP  BETWEEN FTC COMMERCIAL  CORP. AND CLIENT,  AND ANY CLAIMS
         FOR DAMAGES,  BREACH OF  CONTRACT,  SPECIFIC  PERFORMANCE,  TORT OR ANY
         EQUITABLE OR LEGAL RELIEF OF ANY KIND.

31.      SEVERABILITY  OF  INVALID  PROVISIONS,  HEADINGS,   INTERPRETATIONS  OF
         AGREEMENT.

         Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

         All headings in this Agreement are inserted for  convenience  and shall
not be considered part of the Agreement or be used in its interpretation.

         All  references  in this  Agreement to the singular  shall be deemed to
include the plural when the context so requires,  and visa versa.  References in
the  collective or  conjunctive  shall also include the  disjunctive  unless the
context otherwise clearly requires a different interpretation.

32.      SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.

         All agreements,  representations,  warranties and covenants made herein
by Client shall  survive the  execution  and delivery of this  Agreement and any
bankruptcy  proceedings involving Client and shall continue in effect so long as
any  obligation  to FTC  COMMERCIAL  CORP.  contemplated  by this  Agreement  is
outstanding and unpaid, notwithstanding any termination of this Agreement.

33.      ASSIGNABILITY:

         This Agreement is not assignable or transferable by Client and any such
purported  assignment or transfer is void.  This Agreement shall be binding upon
the  successors of Client.  Client  acknowledges  and agrees that FTC Commercial
Corp.  may  assign  all or any  portion of this  Agreement,  including,  without
limitation,  assignment of the rights,  benefits and remedies of FTC  Commercial
Corp. hereunder without any assignment of the duties, obligations or liabilities
of FTC Commercial Corp. hereunder.

34.      INTEGRATED AGREEMENT, AMENDMENT, HEADINGS, GOVERNING LAW:

         This Agreement shall replace and supersede any prior agreement  between
Client and FTC Commercial  Corp. This Agreement and the documents  identified or
contemplated herein constitute the entire agreement between FTC Commercial Corp.
and  Client as to the  subject  matter  hereof and may not be altered or amended
except by written  agreement  signed by FTC  Commercial  Corp.  and  Client.  No
provision  hereof may be waived by FTC  Commercial  Corp.  except  upon  written
waiver executed by FTC Commercial  Corp. This Agreement shall be governed by and
construed  in  accordance  with the laws of the  State  of  California  and this
Agreement  shall be deemed to have been  executed by the parties in the State of
California.

Yours very truly,                         Accepted this 1st day of October, 2006

FTC COMMERCIAL CORP.                      WILLIAM RAST SOURCING, LLC

By: /s/ Kenneth L. Wengrod                By:  /s/ Danny Guez
    -------------------------------            -------------------------------
Name:  Kenneth L. Wengrod                 Name:  Danny Guez
Title: President                          Title: Manager and CEO


                                       9
<PAGE>


                  SCHEDULE A - STRUCTURED CREDIT SURCHARGE LIST
                                     6/01/04

CUSTOMER NAME                       CUSTOMER #
--------------------------------------------------------------------------------
Broder Brothers                     118-128-552                            1.0%
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Casual Male Retail Group            153-258-850                            3.0%
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Gadzooks Inc. (DIP)                 100-031-404                            1.5%
--------------------------------------------------------------------------------
Gottschalk's                        346-865-306                            3.0%
--------------------------------------------------------------------------------
Hudson Bay                          420-804-056
   Zellers                          995-394-756                            1.0%
   The Bay                          063-843-304
--------------------------------------------------------------------------------
Kmart Holding Corp.                 460-834-302                            2.5%
--------------------------------------------------------------------------------
Retail Ventures, Inc.               738-649-896
   Value City                       926-076-001
   Filene's Basement                288-421-092                            1.0%
   Shonac Corporation               814-106-324
   DSW Show Warehouse               236-630-372
--------------------------------------------------------------------------------
Rue 21, Inc.                        767-881-253                            2.0%
--------------------------------------------------------------------------------
United Retail Group                 921-186-342                            2.0%
--------------------------------------------------------------------------------
ShopKo Stores, Inc.                 814-277-505
   Pamida                           680-473-188                            1.0%
--------------------------------------------------------------------------------
INTERFACE, INC.                     429-707-524
Chatham Manufacturing               160-900-361
Interface Americas                  429-698-368
Interface Fabrics Group South       429-709-702
Interface Fabrics Group             429-710-205
Architectural Flooring, Inc.        029-655-073
Resource Flooring Consultants       738-449-727
Re Source South Florida             731-228-185
Re Source Arizona                   731-230-397
Re Source North Carolina            738-449-545
Resource Delaware                   738-449-735
Resource New York                   738-449-628
Resource Washington                 738-449-636
Resource Colorado                   738-449-750
Resource New Jersey                 738-450-105
Superior Holding                    869-619-361                            1.0%
Guilford of Maine                   429-924-863
Resource Oregon                     738-449-271
Resource Florida                    738-449-529
Resource Southern California        731-228-193
Resource Georgia                    738-449-602
Southern Contract Systems           838-596-757
Resource Texas                      731-229-522
Resource Pennsylvania               738-449-248
Teknit                              881-714-240
Toltek                              895-789-857
Facilities Resource Group           268-919-446
Mid Atlantic Flooring               610-021-453
Resource Minnesota                  731-230-496
Intek                               429-924-863
--------------------------------------------------------------------------------
Kmart Holding Corp.                 460-834-302                            2.5%
--------------------------------------------------------------------------------
ShopKo Stores, Inc.                 814-277-505
Pamida                              680-473-188                            1.0%
--------------------------------------------------------------------------------
      INDIVIDUAL CREDIT DECISIONS ARE REQUIRED FOR THE SURCHARGED ACCOUNTS.
       CUSTOMER NAMES ON THIS LIST SHOULD NOT BE CONSTRUED AS ANY SORT OF
                                CREDIT DECISION.


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<PAGE>


                                    EXHIBIT A

SERVICES FEES

Special reports prepared specifically
  for Client ..................................$50.00

Wire transfers ................................$30.00/Domestic
                                               $50.00/International

Placing for collection Accounts
  which are at client's risk ..................$250.00 per account,
                                               plus 10% of any amounts collected

Minimum Invoice Charge ........................$3.00

Factor Guarantees .............................$150 or 2%, whichever is higher

Initial documentation fee (minimum) ...........$0.00


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