Securities and Exchange Commission
                             Washington, D.C. 20549


                                  FORM 10-KSB/A#1

 Annual Report under Section 13 or 15 (d) of the Securities Exchange Act 1934:
                      Fiscal Year Ended DECEMBER 31, 2002

                        Commission File Number: 000-29449

                          MOMENTUM HOLDINGS CORPORATION
                    (Exact Name of Registrant in its Charter)

    Delaware                                           13-4099008
(State or other Jurisdiction
  of Incorporation)                        (IRS Employer Identification No.)

             477 Madison Avenue, 12th Floor, New York, NY 10022-5839
           (Address of Principal executive Offices including Zip Code)

                                 (212) 308-8700
                           (Issuer's Telephone Number)

       Securities registered under Section 12(b) of the Exchange Act: None

Securities  registered  under Section  12(g) of the Exchange Act:  Common Stock,
$.001 par Value

Check whether  Registrant (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Securities  Exchange  Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days: Yes [ X ]
No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

Registrant's revenues for the year ended December 31, 2002: $ -0-

Market  value of Common  stock held by  non-affiliates  at  December  31,  2002:
$14,250

Shares of Common Stock outstanding at December 31, 2002: 2,000,011 shares

Documents incorporated by reference: None

Transitional Small Business Disclosure Format (check one): Yes [ X ] No [ ]

                                TABLE OF CONTENTS

The  Registrant  hereby files this  Amendment  No.1 to its Annual Report on Form
10-KSB for the fiscal year ended  December  31, 2002,  (the "Annual  Report") to
amend Part III,  Item13(a)  of the Annual  Report to include  the  Advisory  and
Occupancy  Service  Agreement  with Brentwood  Capital Corp.  dated December 30,
2002. The foregoing  exhibit was inadvertently not attached to the Annual Report
filed on March 21,  2003.  No other  changes  have been made to the Form 10-KSB.
This amendment does not reflect any events  occurring  after March 21, 2003, the
date the Company filed the Annual Report on Form 10-KSB

                                     PART IV

Item 13. Exhibits, List and Reports on Form 8-K

(a) Exhibits filed as part of this report:

     10 (a) Advisory and Occupancy  Service  Agreement  with  Brentwood  Capital
Corp. dated December 30, 2002.

                                   SIGNATURES

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.

Dated: April 8, 2003

                                        Momentum Holdings Corporation

                                        By: /s/

                                        Anthony R Russo
                                        Chief Executive, Chief Financial
                                        Officer and Director


                                        By: /s/
                                        Danny L. Pixler
                                        Director










                                 CERTIFICATIONS

I, Anthony R. Russo, the Registrant's Chief Executive Officer, certify that:

     1. I have  reviewed  this  amendment to the annual report on Form 10-KSB of
Momentum Holdings Corporation

     2. Based on my  knowledge,  this  amendment  to the annual  report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such  statements were made, not misleading with respect to the period covered by
this annual report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this amendment to the annual report,  fairly present in
all material  respects the financial  condition,  results of operations and cash
flows of the  registrant  as of, and for,  the periods  presented in this annual
report;

     4. The  Registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange  Act Rules  13a-14  and  15d-14)  for the  registrant  and we have:  a)
designed  such  disclosure  controls  and  procedures  to ensure  that  material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period  in  which  this  annual  report  is being  prepared;  b)  evaluated  the
effectiveness  of the  Registrant's  disclosure  controls and procedures as of a
date  within  90 days  prior  to the  filing  date of this  annual  report  (the
"Evaluation Date"); and c) presented in this annual report our conclusions about
the  effectiveness  of the  disclosure  controls  and  procedures  based  on our
evaluation as of the Evaluation Date;

     5. The Registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  Registrant's  board  of  directors  (or  persons  performing  the
equivalent function): a) all significant deficiencies in the design or operation
of internal  controls which could adversely affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
Registrant's  auditors any material weaknesses in internal controls;  and b) any
fraud, whether or not material,  that involves management or other employees who
have a significant role in the Registrant's internal controls; and

     6. The Registrant's other certifying  officers and I have indicated in this
amendment to the annual report whether or not there were significant  changes in
internal controls or in other factors that could  significantly  affect internal
controls  subsequent  to the date of our most recent  evaluation,  including any
corrective  actions  with  regard  to  significant   deficiencies  and  material
weaknesses.


Date: April 8, 2003

/s/  Anthony R. Russo
Chief Executive Officer



I, Anthony R. Russo, the Registrant's Chief Financial Officer, certify that:

     1. I have  reviewed  this  amendment to the annual report on Form 10-KSB of
Momentum Holdings Corporation.

     2. Based on my  knowledge,  this  amendment  to the annual  report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such  statements were made, not misleading with respect to the period covered by
this annual report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this amendment to the annual report,  fairly present in
all material  respects the financial  condition,  results of operations and cash
flows of the  registrant  as of, and for,  the periods  presented in this annual
report;

     4. The  Registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange  Act Rules  13a-14  and  15d-14)  for the  registrant  and we have:  a)
designed  such  disclosure  controls  and  procedures  to ensure  that  material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period  in  which  this  annual  report  is being  prepared;  b)  evaluated  the
effectiveness  of the  Registrant's  disclosure  controls and procedures as of a
date  within 90 days prior to the filing  date of this  amendment  to the annual
report (the  "Evaluation  Date");  and c)  presented  in this annual  report our
conclusions  about the  effectiveness of the disclosure  controls and procedures
based on our evaluation as of the Evaluation Date;

     5. The Registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  Registrant's  board  of  directors  (or  persons  performing  the
equivalent function): a) all significant deficiencies in the design or operation
of internal  controls which could adversely affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
Registrant's  auditors any material weaknesses in internal controls;  and b) any
fraud, whether or not material,  that involves management or other employees who
have a significant role in the Registrant's internal controls; and

     6. The Registrant's other certifying  officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: April 8, 2003

/s/  Anthony R. Russo
Chief Financial Officer




                                 Exhibit 10(a):

Advisory and Occupancy  Services Agreement (the "Agreement") is made and entered
into on December 30,  2002,  and  effective as of April 1, 2002 (the  "Effective
Date"),  by and between  Brentwood Capital Corp., a New York corporation with an
office at 477  Madison  Avenue,  12th  Floor,  New  York,  New York  10022  (the
"Company") and Momentum Holdings  Corporation,  a Delaware  corporation formerly
with an office at 36 West 25th Street,  Second Floor,  New York,  New York 10010
(the   "Client").   The  Company  and  the  Client  are  sometimes   hereinafter
individually referred to as a "Party" and collectively as the "Parties".

                              W I T N E S S E T H :

     WHEREAS,  the Company is a private business  development  company regularly
engaged in investing in and  providing  occupancy,  business  advisory and other
specialized services to emerging and development stage companies; and

     WHEREAS,  the Client is a publicly owned and traded company with a class of
securities  registered  pursuant to Section 12(g) of the Securities Exchange Act
of 1934, as amended, that recently disposed of a failed business; and

     WHEREAS,  the Client  desires to reorganize and redirect its business model
by implementing a business combination with a profitable privately owned company
or initiating a new line of business; and

     WHEREAS,  the Client  desires to engage the  Company to provide  occupancy,
business advisory and other specialized services to the Client; and

     WHEREAS,  the  Company  has  provided  services  to the  Client  since  the
Effective  Date and is willing to continue to provide  services to the Client on
the terms and subject to the conditions set forth in this Agreement.

     NOW  THEREFORE,  in  consideration  of the mutual  covenants  and  promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged and accepted,  the Parties
hereby agree as follows:

     1. Engagement. The Client hereby engages and retains the Company to perform
and supply the  Services (as that term is  hereinafter  defined in Section 3) on
behalf of the Client; and the Company hereby accepts such appointment and agrees
to perform and render the  Services for and on behalf of the Client on the terms
and subject to the conditions hereinafter set forth.

     2.   Term and Termination.

     A. This  Agreement  commences on the Effective  Date and shall  continue in
full force and effect for a period of one year thereafter (the "Initial  Term"),
unless sooner terminated in accordance with the provisions hereof; and

     B.  This  Agreement  may be  terminated  as  follows:  (i) at any time upon
written agreement between the Parties;  or (ii) by the Client without cause upon
giving  not less than 90 days  written  notice  to the  Company,  together  with
payment of any outstanding Fees (hereinafter defined) and an amount equal to all
Fees that shall, in the ordinary course of the Agreement, become due and payable
by the Client during the period after  delivery of such notice and the effective
date of termination specified therein; (iii) by either Party at any time without
prior  notice to the other  Party if the other  Party is in breach or default of
any of its  covenants,  obligations  or  agreements  hereunder,  which breach or
default continues for a period of ten days following  written  notification from
the  non-defaulting  Party of such  breach or default and such breach or default
has not been fully and effectively  remedied within such ten (10) day period; or
(iv) by the Company at any time without prior notice to the Client if the Client
becomes  bankrupt or if a receiver or trustee is appointed to oversee the Client
or its  assets,  or if the Client  makes any  proposal  to its  creditors  or is
otherwise insolvent or ceases carrying on business.

     C. Upon the effective  date of  termination or expiration of this Agreement
for any reason without prejudice to any other rights which the Parties may have,
and subject to the provisions of this Section: (i) the Company shall immediately
discontinue the Services under this Agreement; (ii) the Company shall retain the
Fees (hereinafter defined) and all other payments made to it up to the effective
date of  termination as payment in full in respect of the Services in which such
payments  were made;  (iii) the Company shall retain the Shares (as that term is
hereinafter  defined  in Section 5) free and clear of any claim by the Client or
any of its directors,  officers or other  shareholders;  and (iv) if and only if
the Company is not the defaulting party, the Client shall pay to the Company the
full amount of any outstanding  Fees and expenses as well as such other expenses
reasonably incurred by the Company arising from the termination.

     3.  Description  of the  Services.  The Services  shall be divided into the
following two categories:

     A. Business  Advisory  Services.  The Company  hereby agrees to provide the
Client with advisory services including  developmental,  strategic and financial
advice;  and  overseeing  and  advising  the Client with respect to all business
affairs  including  but not limited to the  following:  (i) providing the Client
with administrative  services including professional  accounting,  reporting and
document  editing,  and review  services;  (ii) stock transfer fees,  telephone,
certain  professional fees, service company fees and expenses,  normal recurring
expenses  incurred by the Client,  and the  expenses  incurred by the Company in
performing the Business Advisory Services and carrying out its duties under this
Agreement; (iii) aiding and assisting the Client in the initiation,  discussion,
negotiation and  establishment  of strategic  partnerships or other  potentially
beneficial  relationships;  (iv)  introducing  the Client to potential  business
combination  partners;  (v) aiding and assisting  the Client in  conducting  due
diligence analysis of specific industry,  market competition,  and future growth
opportunities;  (vi) aiding and  assisting  the Client in  structuring  business
combination  transactions with proposed business combination  partner(s);  (vii)
introducing  the  Client  to  potential  funding  institutions  and  individuals
including, but not limited to venture capitalists,  angel investors,  investment
banks,  institutional and private  investors;  (viii)  introducing the Client to
potential  registered  broker  dealers  interested  in  making a  market  in the
Client's  securities;  and (ix)  assisting  the  Client in the  formulation  and
implementation of exit strategies.

The foregoing are collectively  referred to as the "Business Advisory Services".
The Business  Advisory  Services  will be undertaken by the Company on an ad hoc
basis pursuant to the  instructions  of the Client from time to time provided to
and agreed upon in writing by the Company.

It is understood and agreed that the Company's  Business  Advisory  Services may
include advice and  recommendations,  but all decisions made in connection  with
the  implementation  of  such  advice  and  recommendations  shall  be the  sole
responsibility  of, and shall be made and  implemented  by the Client's Board of
Directors.

     B.  Occupancy  Services.  The Company  hereby  agrees to provide the Client
with:  (i) an  aggregate of 300 square feet of office space on the 12th Floor of
477 Madison  Avenue,  New York,  New York 10022;  (ii) office  furniture;  (iii)
telephone service; (iii) a computer work station including Internet access; (iv)
photocopy,  fax and printing services;  (v) mailroom  services;  (vi) reception,
secretarial,  clerical,  administrative and other services as the Company shall,
from time to time,  required  within its suite (the  foregoing are  collectively
referred to as the "Occupancy Services". The Occupancy Services and the Business
Advisory Services are collectively referred to as the "Services".

     4. Performance of the Services.

     The Company shall designate the personnel to perform the Business  Advisory
Services  and the  Occupancy  Services,  and  shall  set the  parameters  of the
Occupancy Services subject to the Client's approval, which approval shall not be
unreasonably withheld. The Client may reasonably request removal of any employee
or  subcontractor  of the Company and in such event,  the Client  shall  provide
notice thereof to the Company  specifying in reasonable  detail the basis of the
request  and in the event  that the  Client  desires  the  Company  to provide a
replacement employee,  the Company will use its best diligent efforts to provide
a  replacement  as  soon  as  reasonably  practicable.   The  Client  shall  not
unreasonably or unlawfully invoke its rights hereunder.

     5. Compensation.

As compensation for the Services,  the Client hereby agrees to compensate the as
follows:

     A.  Occupancy  Fee. The Client shall pay to the Company an occupancy fee of
$2,000 per month (the  "Occupancy  Fee").  The Occupancy Fee shall be payable on
the 1st day of each month.  The Company  hereby  waives the  Occupancy  Fee from
March 1, 2002, through September 30, 2002. Accordingly,  the Occupancy Fee shall
commence on October 1, 2002; and

     B.  Business  Advisory  Fee. In addition to the  Occupancy  Fee, the Client
shall pay to the  Company a  business  advisory  fee of  $1,000  per month  (the
"Business Advisory Fee"). The Business Advisory Fee shall be payable on the 15th
day of each  month.  In  consideration  of the  Client's  prior  issuance to the
Company of Shares  valued at $40,000,  the Company  hereby  waives the  Business
Advisory Fee from April 1, 2002,  through September 30, 2003.  Accordingly,  the
Business Advisory Fee shall commence on October 1, 2003.

The Company  agrees and  accepts  that at its sole  discretion,  and on ten days
prior  written  notice to the Client (the  "Notice"),  all or any portion of the
Business Advisory Fee may be payable in restricted (i.e.,  unregistered)  shares
of the Client's  Common  Stock,  $.001 par value per share (the  "Shares").  The
restricted Shares shall be valued at 33 1/3% of the mean between the closing bid
and asked prices for the Client's  common stock in the  over-the-counter  market
during  the ten  trading  days  immediately  preceding  the date of the  Notice.
Notwithstanding  the  foregoing,  and in the event  the  Company  shall  have an
effective  Registration  Statement  on Form S-8 filed  with the  Securities  and
Exchange  Commission  and effective  under the Act (as that term is  hereinafter
defined) on the date of this Agreement (the "S-8"), then and only in that event,
the Shares  shall be free  trading and  non-restricted  securities  and shall be
valued at 50% of the mean  between  the  closing  bid and asked  prices  for the
Client's common stock in the over-the-counter market during the ten trading days
immediately preceding the date of this Agreement.

     C. "Piggy Back" Rights.  In the event the Company  elects to receive all or
any  portion  of the  Business  Advisory  Fee in  Shares,  and no S-8  shall  be
effective under the Act, the provisions of Section 7 shall automatically  become
applicable to the Shares.

     D.  Expenses.  It is expressly  agreed and  understood  that the  Company's
compensation as provided herein does not include extraordinary  expenses such as
airfare, out of town travel, litigation,  etc. The Company hereby agrees to seek
pre-approval from the Client for any such expenses in excess of $100.00. Any and
all  expenses  will  be  invoiced  by the  Company  to the  Client  as  soon  as
practicable and will be due upon receipt.

     6.  Representations  Warranties,  and Covenants.  In order to implement the
operation of this Agreement, the Parties hereby jointly and severally represent,
warrant, covenant, agree and consent as follows:

     A. Good Standing.  The Company and the Client are corporations duly formed,
validly  existing and in good standing  under the laws of the States of New York
and  Delaware,  respectively,  with full power and  authority  to conduct  their
respective  business and to deliver and perform  this  Agreement in the time and
manner contemplated;

     B. No Breach. The execution, delivery and performance of this Agreement, in
the time and manner herein specified, will not conflict with, result in a breach
of, or constitute a default under any existing  agreement,  indenture,  or other
instrument  to which  either  the  Company  or the Client is a party or by which
either entity may be bound or affected;

     C. Authority.  Both the Company and the Client have full legal authority to
enter  into  this  Agreement  and to  perform  the same in the  time and  manner
contemplated;

     D. Approval. This Agreement has been submitted to, ratified and approved by
the respective Boards of Directors of the Company and the Client. Except for the
foregoing,  no action or  proceeding on the part of the Company or the Client is
necessary to authorize this Agreement and the transactions  contemplated hereby.
No filing  with,  authorization,  consent  or  approval  of any  public  body or
authority is necessary for the consummation by the Company and the Client of the
transaction contemplated by this Agreement;

     E. The Company's Performance.  The Company represents and warrants that all
Business Advisory and Occupancy  Services provided  hereunder shall be performed
in a professional and workmanlike manner;

     F. The Company's Investment Intent. The Company  acknowledges,  accepts and
understands  that: (i) the Shares will be restricted  securities as that term is
defined  under the  Securities  Act of 1933,  as amended (the  "Act");  (ii) the
Company  will be  acquiring  the and the  Shares  solely for the  Company's  own
account,  for  investment  purposes  and  without a view  towards  the resale or
distribution  thereof;  (iii) the  Company  will hold the and the Shares for the
applicable one or two year holding period  proscribed by Rule 144 under the Act;
and (iv) any sale of the and the Shares will be accomplished  only in accordance
with the Act or the rules and regulations of the Commission adopted  thereunder.
In addition, the Company hereby consents to the imprinting of a standard form of
restrictive  legend on all  certificates  representing the Shares as well as the
imposition of a standard  form of stop transfer  order against the Shares on the
books and records of the Clients transfer agent;

     7. The Company's "Piggy Back" Registration Rights. In the event the Company
elects to receive  the  Shares as all or any part of the  Business  Advisory  or
Occupancy Fees, the following  registration rights provision shall be applicable
with respect to the Shares:

     A. Piggy Back  Registration  Rights.  If at any time after the date hereof,
the Client proposes to register for sale in an offering to the public any equity
securities under the Securities Act of 1933, as amended,  and/or under any state
statute  (collectively  the "Act"),  it will at such time give written notice to
the  registered  holders of the Shares of its  intention  to do so. Upon written
request of any such registered holder, given within 15 days after the receipt of
any such  notice,  the Client will cause the Shares then held by the  registered
holder(s) requesting same ("Covered Shares") to be promptly registered under the
Act as apart of the offering  being made under the same  Registration  Statement
proposed to be filed by the Client; provided,  however, if the offering to which
the proposed  Registration  Statement relates is to be distributed by or through
an underwriter  approved by the Client,  the registered holder may at his option
agree to sell its Covered Shares through such  underwriter on the same terms and
conditions as the underwriter agrees to sell the other securities proposed to be
registered,  and provided further, that, if such underwriter determines that the
inclusion of all such Covered Shares for which  registration  is requested would
have an adverse effect on the offering,  the  registered  holder hereof shall be
entitled  hereunder to participate in the  underwriting and register the Covered
Shares only, on a prorata basis with the shares otherwise being offered.  If the
registered  holder  opts  not to sell its or his  Covered  Shares  through  such
underwriter,  the registered holder may use the Registration  Statement for such
underwriting  to register such Covered Shares under the Act within 60 days after
such Registration Statement becomes effective.

     B.  Registration  Expenses.  The Company hereby agrees to bear its pro rata
costs and expenses  incurred in connection with the  registration of the sale or
other  distribution  of the  Covered  Shares  pursuant  to  the  terms  of  this
Agreement.  The costs and expenses payable by the Company shall include, without
limitation,  (i) all filing fees with the  Securities  and Exchange  Commission;
(ii) fees and expenses of compliance with securities or blue sky laws (including
fees and disbursements of counsel in connection with blue sky  qualifications of
the  Covered  Shares);  (iii)  printing  expenses;  (iv) the  fees and  expenses
incurred in connection with the listing of the Covered Shares;  and (v) fees and
expenses of counsel and independent certified public accountants for the Company
(including the expenses of any comfort letters).

     8.  Confidential  Data. The following  confidentiality  provisions shall be
applicable to this Agreement:

     A. The  Company  shall not  divulge to others,  any secret or  confidential
information,  knowledge,  or data  concerning  or pertaining to the business and
affairs of the  Client,  obtained  by it as a result of its  employment,  unless
authorized, in writing, by the Client; and

                  B. The Client shall not divulge to others, any secret or
confidential information, knowledge, or data concerning or pertaining to the
business and affairs of the Company, obtained by it as a result of its
employment, unless authorized, in writing, by the Company; and

     C.  Neither  Party shall be required  in the  performance  of its duties to
divulge to the other Party or any  officer,  director,  agent or employee of the
other  Party,  any  secret  or  confidential  information,  knowledge,  or  data
concerning any other person, firm or entity (including,  but not limited to, any
such persons,  firm or entity which may be competitor or potential competitor of
one Party) which either Party may have or be able to obtain  otherwise than as a
result of the relationship established by this Agreement.

     9. Independent  Contractor.  The Company is, shall be, and be deemed to be,
an independent contractor in the performance of its duties hereunder, any law of
any  jurisdiction  to the contrary  notwithstanding.  The Company  shall not, by
reason of this Agreement or the performance of its duties  hereunder,  be, or be
deemed to be, an employee, agent, partner,  co-venturer or controlling person of
the Client;  and the Company  shall have no power to enter into any agreement on
behalf of or otherwise bind the Client. The Company shall not have, or be deemed
to have, any fiduciary  obligations or duties to the Client and shall be free to
pursue,  conduct and carry on for its own account (or for the account of others)
such  activities,  employments,  ventures,  businesses and other pursuits as the
Company in its sole, absolute and unfettered discretion, may elect.

     10.  Rights and  Obligations  Subsequent to Closing.  The  representations,
warranties, agreements, covenants and obligations of each Party contained herein
are  material,  shall be deemed to have been  relied upon by the other Party and
shall  survive  execution  of this  Agreement  for one year,  regardless  of any
investigation,  and shall not merge in the  performance of any obligation by any
Party hereto.

     11.  Expenses.  Regardless of whether or not the  transaction  contemplated
herein is consummated,  each Party shall be responsible for its own share of all
costs and expenses  incurred in connection with this Agreement and  transactions
contemplated hereby.

     12.  Amendment.  This  Agreement  may be amended by the  Parties  hereto by
action taken by their  respective Board of Directors at any time. This Agreement
may not be amended  except by an instrument in writing  signed on behalf of each
of the Parties hereto.

     13. Binding Effect. All of the terms and provisions of this Agreement shall
be binding  upon and shall  inure to the  benefit of and be  enforceable  by and
against the successors and assigns of the Parties hereto.

     14.  Assignment.  This  Agreement  is binding  upon and shall  inure to the
benefit of the  Parties  hereto and their  respective  successors  and  assigns.
Notwithstanding the foregoing, neither party shall assign or transfer any rights
or  obligations  hereunder,  except that:  (i) the Client may assign or transfer
this   Agreement  to  a  successor   corporation  in  the  event  of  a  merger,
consolidation,  or transfer or sale of all or substantially all of the assets of
the Client,  provided that no such further  assignment  shall relieve the Client
from liability for the obligations assumed by it hereunder; and (ii) the Company
may assign or transfer  this  Agreement to any firm which is an affiliate of the
Company,  provided  that no such  assignment  shall  relieve  the  Company  from
liability for its obligations hereunder.

     15.  Entire  Agreement.  Each of the  Parties  hereby  covenants  that this
Agreement  is  intended  to  and  does  contain  and  embody  herein  all of the
understandings and agreements, both written and oral, of the Parties hereby with
respect to the subject matter of this  Agreement,  and that there exists no oral
agreement or understanding,  express or implied, whereby the absolute, final and
unconditional  character  and  nature  of  this  Agreement  shall  be in any way
invalidated, empowered or affected. There are no representations,  warranties or
covenants other than those set forth herein.

     16.  Laws of the State of New York.  This  Agreement  shall be deemed to be
made, executed and delivered in, governed by and interpreted under and construed
in all  respects  in  accordance  with  the  laws  of  the  State  of New  York,
irrespective of the place of domicile or residence of any Party. In the event of
controversy  arising out of the  interpretation,  construction,  performance  or
breach  of  this  Agreement,  the  Parties  hereby  agree  and  consent  to  the
jurisdiction  and venue of the United  States  District  Court for the  Southern
District of New York and  further  agree and consent  that  personal  service or
process in any such action or proceeding outside of the State of New York and in
the City of New York  shall be  tantamount  to  service  in person or within the
State  of New  York  and in the  City of New  York  and  shall  confer  personal
jurisdiction and venue on the said Court.

     17.  Originals.  This  Agreement may be executed in  counterparts,  each of
which so executed  shall be deemed an original  and  constitute  one of the same
Agreement.

     18. Notices. All notices that are required to be or may be sent pursuant to
the provisions of this Agreement shall be sent by certified mail, return receipt
requested,  or by overnight  package  delivery service to the President or Chief
Executive Officer of each of the Parties at the address  appearing  herein,  and
shall  count  from the date of  mailing  or the date  following  the date of the
airbill.

     19.  Modification  and  Waiver.  A  modification  or  waiver  of any of the
provisions  of this  Agreement  shall be  effective  only if made in writing and
executed with the same formality of this Agreement.  The failure of any Party to
insist upon strict  performance of any of the provisions of this Agreement shall
not be  construed as a waiver of any  subsequent  default of the same or similar
nature or of any other nature or kind.

     20. Severability.  If any provision or any portion of any provision of this
Agreement,  or the  application of such provision or any portion  thereof to any
person or  circumstance  shall be held invalid or  unenforceable,  the remaining
portions of such provision and the remaining provisions of this Agreement or the
application of such provision or portion of such provision as is held invalid or
unenforceable to persons or  circumstances  other than those to which it is held
invalid or unenforceable, shall not be affected thereby.

     21.  Indemnification.  The following  indemnification  provisions  shall be
applicable to this Agreement:

     A. Each Party hereby  irrevocably  agrees to  indemnify  and hold the other
Party  harmless from any and all  liabilities  and damages  (including  legal or
other expenses incidental  thereto),  contingent,  current, or inchoate to which
that Party may become subject as a direct, indirect or incidental consequence of
any action by the  indemnifying  Party or as a consequence of the failure of the
indemnifying Party to act, whether pursuant to requirements of this Agreement or
otherwise; and

     B. In the event it becomes  necessary to enforce this indemnity  through an
attorney, with or without litigation,  the successful Party shall be entitled to
recover from the  indemnifying  Party all costs  incurred  including  reasonable
attorneys' fees throughout any negotiations,  trials or appeals,  whether or not
any suit is instituted.

     22. Taxes. Each Party shall be responsible for all taxes which are based on
its own net  income.  All  sales,  value  added,  and use taxes  arising  out of
transactions  occurring under this Agreement shall be the  responsibility of the
Party  conducting such  transaction and each Party hereby  indemnifies and holds
the  other  harmless  from any and all  claims  relating  to sales or use  taxes
collected or due by the Party conducting each of the transactions hereof; and

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by the
undersigned  duly authorized  respective  officers,  effective as of the day and
year first set forth above.

Momentum Holdings CORPORATION


By:  /s/ Anthony R. Russo
     Anthony R. Russo, Chief
     Executive Officer

BRENTWOOD CAPITAL CORP.


By:  /s/ Peter T. Arbes
         Peter T. Arbes, President