EXHIBIT 10.21

                                       FTC
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                                COMMERCIAL CORP.
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                           AMENDMENT NO. 1 TO INVENTORY LOAN FACILITY AGREEMENT

         This  Amendment  No.  1 to  Inventory  Loan  Facility  Agreement  (this
"Amendment") is entered into as of October 1, 2006 by and between FTC COMMERCIAL
CORP.  ("FTC" , "we" or "us") and  VERSATILE  ENTERTAINMENT,  INC., a California
limited liability company ("Client" or "you"), with reference to the following:

         A. FTC and Client are parties to an Inventory  Loan Facility  Agreement
dated September 1, 2006 (the "Inventory Agreement"), the provisions of which are
incorporated into this Amendment.

         B. FTC and Client desire to amend the Inventory Agreement, as set forth
herein.

         NOW, THEREFORE, FTC and Client agree as follows:

         1. All references in the Inventory  Agreement to the "BRL Subsidiaries"
shall include William Rast Sourcing, LLC, a California limited liability company
("WRS") and all references in the Inventory  Agreement to the "BRL  Subsidiaries
Agreements"  shall  include the  Factoring  Agreement  between FTC and WRS dated
October 1, 2006, the Inventory Loan Facility Agreement between FTC and WRS dated
October 1, 2006 and all of the other agreements between FTC and WRS.

         2.  The  first  three   paragraphs   which  follow  the  definition  of
"Obligations"  at the top of page 2 of the  Inventory  Agreement  are revised to
read as follows:

         This  Agreement  shall confirm our mutual  understanding  and agreement
         that,  subject to the terms and  conditions of the Company  Agreements,
         and  provided  that no  default  or Event of  Default  under any of the
         Company  Agreements and no  termination of the Factoring  Agreement has
         occurred,  FTC may,  in its sole and  absolute  discretion,  extend  an
         inventory loan facility to the Company in an aggregate principal amount
         outstanding  at any time not to exceed the lesser of (a) the  Inventory
         Base  or (b) up to  $1,000,000  minus  the  aggregate  amount  of  then
         outstanding inventory loans made to any subsidiaries of Bella Rose, LLC
         (the "BRL Subsidiaries")  which enter into factoring and inventory loan
         arrangements with FTC (the " BRL Subsidiaries Agreements")

         The interest  rate charged on  outstanding  inventory  loans under this
         Agreement  will be the same rate charged in Section 23 of the Factoring
         Agreement  and will be  calculated,  computed and payable in accordance
         with the provisions of Section 23.

         This Agreement shall terminate, at FTC's discretion,  on the date which
         is the earlier to occur of: (a) the date on which a default or Event of
         Default  occurs  under this  Agreement,  the  Company  Agreements,  the
         Factoring  Agreement  between FTC and Bella Rose, LLC dated October 12,
         2005 (as amended,  the "BRL  Factoring  Agreement") or any of the other
         agreements  between BRL and FTC (the BRL  Factoring  Agreement  and all
         such other  agreements  between BRL and FTC are  collectively  the "BRL
         Agreements"),  or the BRL Subsidiaries  Agreements;  or (b) the date on
         which the  Factoring  Agreement or the BRL  Factoring  Agreement or any
         factoring  agreement  between  FTC and any of the BRL  Subsidiaries  is
         terminated in accordance with the notice provisions thereof.


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         3. Except as amended  hereby,  the Inventory  Agreement shall remain in
full force and effect and unmodified. Client hereby reaffirms each and every one
of its representations, warranties and covenants under the Inventory Agreement.


         4. Any  reference  in the  Inventory  Agreement  to  "this  Agreement",
"herein",  "hereunder"  or words of similar  meaning  shall  mean the  Inventory
Agreement as amended by this Amendment.

         5. Client hereby represents and warrants to FTC that this Amendment has
been  duly  authorized  by all  necessary  action  on the  part  of  Client  and
constitutes  a valid and  legally  binding  obligation  of  Client,  enforceable
against Client in accordance with its terms.

         6.  This  Amendment  shall  be  governed  by the  laws of the  State of
California without regard to the conflicts of law principles thereof.

         6. The Inventory Agreement,  as amended by this Amendment,  constitutes
the entire agreement  between FTC and Client as to the subject matter hereof and
may not be  altered or amended  except by  written  agreement  signed by FTC and
Client.  No  provision  hereof may be waived by FTC except upon  written  waiver
executed by FTC.

         7. This Amendment may be executed in two or more counterparts,  each of
which shall be deemed an original and all of which together shall constitute one
and the same instrument.

         Executed  at Los  Angeles,  California,  as of the date first set forth
above.

FTC COMMERCIAL CORP.                        VERSATILE ENTERTAINMENT, INC.

By: /s/ Ken Wengrod                         By: /s/ Edward C. Houston
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Name:  Ken Wengrod                          Name:  Edward C. Houston
Title: President                            Title: President


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