<PAGE>

                                                               April 30, 1997


BELDOCH INDUSTRIES CORPORATION
1411 Broadway
New York, New York 10018


                        NOTIFICATION FACTORING AGREEMENT
                        --------------------------------

Ladies and Gentlemen:

         We are pleased to confirm the terms and conditions that shall govern
our collected funds accounting factoring arrangement with you.


         1. SALE OF ACCOUNTS

         1. You hereby sell, assign and transfer to us, and we hereby purchase
as absolute owner, all of your accounts receivable created by or arising from
the sale of goods or rendition of services by you (referred to herein
collectively as the "Accounts", individually as an "Account"). This includes,
without limitation, all sales made and services rendered under any of your
trade names or styles or through any of your divisions.


         2. CREDIT APPROVAL

         2.1 Credit approval of all orders shall be requested from our Credit
Department via computer, in accordance with procedures more particularly
described in the Client Service Guide which we have provided to you, and any
modifications or revisions thereof or supplements thereto which we may
hereafter provide to you (herein the "Guide"). Orders may be submitted by
either: (i) On-Line Terminal Access, in accordance with the procedures more
particularly described in the appropriately marked section of the Guide, or
(ii) Electronic Batch Transmission, in accordance with the procedures more
particularly described in the supplement to the Guide referred to as the Guide
to Batch Data Communications. We shall assume the Credit Risk (the customer's
failure to pay an invoice representing an Account in full when due at its
longest maturity because of its financial inability to do so) on each Account
with respect to which the shipment of goods or rendition of services
represented thereby has been credit approved by our Credit Department in
writing, and with respect to

<PAGE>

                                      -2-

which the customer actually receives and finally accepts delivery of the goods
or services. Without our prior written consent, you shall not change the
amount, terms, shipping or delivery dates with respect to any shipment of goods
or rendition of services, or any invoice relating thereto, whether or not
approved by us as to credit, or grant any other indulgence with respect thereto
(other than accepting returns and granting allowances as provided in paragraph
8 hereof). Credit approval of any shipment of goods or rendition of services
may be withdrawn by us any time before, but not after, delivery is made. Credit
approvals shall be effective only if shipment is made or services are rendered
within thirty (30) days from the completion date specified in the approval. We
shall have no liability whatsoever to you or to any person, firm or entity for
not credit approving, or for withholding or withdrawing credit approval of, any
order. In the event that we decline to credit approve an order from a customer
and, in connection therewith, furnish any information to you regarding the
credit standing of the customer in explanation of our decision, such
information shall be privileged and confidential and shall not be given by you
to the customer, your salesperson or any third party; however, you may advise
such party that any questions relating thereto may be directed to us.

         2.2 To indicate credit decisions by our Credit Department each day, we
shall send to you a computer generated Credit Decisions Report. The Credit
Decisions Report shall constitute the official record of our written credit
approvals. All information and exhibits contained in the Guide or on any screen
accessed by you, or any print-outs, reports, statements or notices received by
you are, and shall remain, our exclusive property and shall not be disclosed to
or used by anyone other than you, in whole or part, except after obtaining the
express written permission of an authorized officer of the undersigned.

         2.3 Accounts and portions of Accounts on which we bear the Credit Risk
shall be referred to herein collectively as "Factor Risk Accounts", and
individually as a "Factor Risk Account". Accounts and portions of Accounts on
which you bear the risk as to credit shall be referred to herein collectively
as "Client Risk Accounts", and individually as a "Client Risk Account".


         3. INVOICING

         3. Each of your invoices shall bear a notice (in form and content
approved by us) that the Account represented thereby has been sold, assigned
and transferred to us, and is owned by and payable only to us. All invoices
shall be mailed by you to your customers at your expense. You shall provide us
with copies of all invoices, and with such confirmation of the transfer of
Accounts to us and such proof of order, shipment or delivery as we may
reasonably require. Your printed name or rubber stamp signature on invoices and
confirmatory assignment schedules shall have the same legal effect as a manual
signature by one of your authorized officers or agents. Should you for any
reason defer shipment of goods which you have sold and invoiced to a customer
(such sales are also known as bill and hold sales) you shall: so advise us
promptly, submit all relevant details to us, and comply with such conditions as
we deem necessary as a prerequisite to our handling the Accounts arising
therefrom on our books.

<PAGE>

                                      -3-

         4. REPRESENTATIONS AND WARRANTIES

         4.1 You hereby represent and warrant that: each Account is based upon
an actual and bona fide sale and delivery of goods or rendition of services to
customers, made by you in the ordinary course of your business; the goods and
inventory being sold and the Accounts created are your exclusive property and
are not and shall not be subject to any lien, consignment arrangement,
encumbrance, security interest or financing statement whatsoever, other than in
our favor; your customers have accepted the goods or services, owe and are
obligated to pay the full amounts stated in the invoices according to their
terms, without dispute, claim, offset, defense, deduction, recoupment,
counterclaim or contra account, other than as to accepting returns and granting
allowances as provided in paragraph 8 hereof, (any of the foregoing being
referred to herein as a "Customer Claim"); all amounts are due in United States
Dollars; all original invoices bear notice of the assignment and transfer to
us; any taxes or fees relating to your Accounts or goods are solely your
responsibility; and none of the Accounts factored with us hereunder represent
sales to any subsidiary, parent or affiliated company of yours.

         4.2 You also warrant and represent that: you are a duly organized and
validly existing corporation, qualified to do business in all states where
required; there are no actions, suits or legal proceedings of any kind or
nature pending against you; and the most recent financial statements provided
to us by you accurately state your financial condition as of that date, and
there has been no material adverse change in your financial condition since the
date of said financial statements. You shall maintain such books and records
concerning the Accounts as we may reasonably require and agree that they will
reflect our ownership of the Accounts. You also shall promptly notify us of any
change in your name, chief executive office, chief executive officer, place(s)
of business, corporate or business structure, or in the ownership of the stock
of your corporation.


         5. PURCHASE OF ACCOUNTS

         5. We shall purchase the Accounts for the gross amount of the
respective invoices, less factoring fees or commissions relating thereto, trade
and cash discounts allowable to your customers and credits and allowances (the
"Purchase Price of Accounts"). Our purchase of the Accounts shall be reflected
on the Statements of Account which we shall render to you, and such statements
shall also reflect all credits and discounts made available to your customers
(whether or not taken) and anticipation earned by your customers. A more
detailed description of these and all other accounting procedures used
hereunder is contained in the Guide.


         6.  ADVANCES

         6. Although we do not expect to make advances to you prior to the
collection of Accounts, we shall have the right to do so, which right may be
exercised by us in our sole discretion at any time. We shall have the right, at
any time and from time to time, to hold any reserves we deem necessary as
security for the payment and performance of any and all of your Obligations, as
defined herein. All amounts owing to us by you, including, without

<PAGE>

                                      -4-

limitation, any debit balance in your Client Position Account (as defined
below), shall be payable to us on demand.


         7.  PAYMENT OF ACCOUNTS

         7.1 Checks and other proceeds received by us in payment of Accounts
will be applied to your account with us after crediting your customer's
account. The Purchase Price of Accounts for Accounts with respect to which such
remittances have been received and applied by us, less any amounts chargeable
by us hereunder, will be transferred and disbursed to you each day after
crediting your customer's account, or on the next business day thereafter, if
said day is not a business day. No checks, drafts or other instruments received
by us shall constitute final payment of an Account unless and until such
instruments have actually been collected. At our option, we may send to you, at
any time and without prior notice to you, any credit balance in your
Funds-In-Use Account (as defined below).

         7.2 With respect to any Factor Risk Account which remains unpaid, the
Purchase Price of Accounts relating thereto shall be credited to your account
as follows:

              (a)  as of the date of the Account's longest maturity, if such
                   customer: makes an assignment for the benefit of creditors;
                   calls a meeting of its creditors, institutes any proceeding
                   to compromise or adjust its debts, or if any proceeding or
                   petition is filed or instituted by or against such customer
                   for relief under any state or federal bankruptcy or
                   insolvency law, or if a receiver or trustee is appointed for
                   the customer; or

              (b)  as of the last day of the third month following its longest
                   maturity date, if such Account remains unpaid as of said
                   date without the happening of any of the events specified in
                   clause (a) above.

Should it subsequently be determined that any Factor Risk Account credited to
your account with us was not paid for any reason other than the customer's
financial inability to do so, we shall reverse the credit and debit your
account accordingly.


         8. CUSTOMER CLAIMS AND CHARGE BACKS

         8. You shall notify us promptly of any matter affecting the value,
enforceability or collectibility of any Account and of all Customer Claims,
returns and rejections. You shall issue credit memoranda promptly upon
accepting returns or granting allowances (and upon our request, send duplicates
and/or confirm the assignment of such credit memoranda to us), and may continue
to do so until we have notified you that such credits or allowances are to be
made only after our prior written approval. We shall cooperate in the
adjustment of Customer Claims and we shall have the right to adjust Customer
Claims directly with customers, upon such terms as we in our sole discretion
may deem advisable, but we shall not be required to do so. We may at any time
debit (or charge back) to your account the amount of: (a) any Factor Risk
Account which is not paid in full when due for any reason other than the
customer's financial inability to do so; (b) any Factor Risk Account which is
not 

<PAGE>

                                      -5-

paid in full when due because of an act of God, civil strife, war and the like,
whether or not such occurrence results in financial inability to do so; (c) any
anticipation taken with respect to any Factor Risk Account; (d) any Customer
Claim asserted with respect to any Factor Risk Account; (e) any Client Risk
Account which is not paid in full on its due date; and (f) any Account with
respect to which we determine that there has been a breach of any
representation or warranty hereunder. Such debit or charge back shall not
constitute a reassignment to you of the Account involved. Any deduction taken
by a customer shall be charged back to your account immediately, and we may at
any time debit or charge back to your account the amount of: (i) payments we
receive on Client Risk Accounts which we are required thereafter to turnover or
return; (ii) any and all expenses and attorneys' fees incurred by us in
collecting or attempting to collect any Account charged back to you or any
Obligation hereunder; and (iii) any expenses incurred by us as a result of
remittances made by customers on Client Risk Accounts that are not finally
paid, for whatever reason. Further, we shall be entitled to charge you a
reasonable fee for each Client Risk Account which we may place with a
collection agency or attorney for collection, which fee shall be charged to
your account in addition to any fees or expenses of such collection agency or
attorney.


         9. HANDLING AND COLLECTION OF ACCOUNTS AND RETURNED GOODS

         9.1 As owners and assignees of the Accounts, we shall have the right
to bring suit or otherwise enforce collection, in your name or ours, and
generally shall have all other rights respecting said Accounts, including,
without limitation, the right to: accelerate or extend the time of payment,
modify the terms of payment, settle, compromise, release in whole or in part
any amounts owing, and issue credits in your name or ours. To the extent
applicable, you hereby waive any and all claims and defenses based on
suretyship. If moneys are due and owing from a customer for both Factor Risk
Accounts and Client Risk Accounts, you agree that any payments or recoveries
received in respect of any such Accounts may be applied first to the Factor
Risk Accounts, regardless of any notation to the contrary on payment items or
the due dates of such Accounts, and whether such payments were made in the
ordinary course or otherwise. Once you have granted or issued a discount,
credit or allowance, you shall have no further interest therein. Any checks,
cash, notes or other instruments, proceeds or property received by you with
respect to any Accounts shall be held by you in trust for us, separate from
your own property and funds, and immediately turned over to us with proper
assignments or endorsements. We may endorse or sign your name or ours on any
checks or other instruments or documents with respect to Accounts or the goods
covered thereby.

         9.2 At any time on written notice from us, or immediately upon the
occurrence of an Event of Default (as defined below) or upon termination of
this Agreement, any and all returned, reclaimed or repossessed inventory and
goods shall be set aside by you, marked with our name and held by you in trust
for us as owner, and for our account. Further, upon the occurrence of any of
the foregoing, you shall promptly notify us of all such inventory and goods and
deliver the same to us, pay us the invoice price thereof, or sell the same for
our account and remit the full proceeds to us.


         10. STATEMENTS OF ACCOUNT

         10. After the end of each month, we shall send to you one or more
reports showing the accounting for sales, charges, advances and other
transactions between us during that

<PAGE>

                                      -6-

month (herein the "Reports"). The Reports sent to you each month will include,
among other things, a Statement of Account reflecting transactions in an
accounts receivable account (the "Accounts Receivable Account"), a client
position account (the "Client Position Account") and a funds-in-use account
(the "Funds-In-Use Account"), which accounts shall be established on our books
in your name. All financial transactions between us will be reflected on these
monthly Reports. The monthly Reports shall be deemed correct and binding upon
you and shall constitute an account stated between us, unless we receive a
written statement of your exceptions within thirty (30) days after the date the
same are mailed to you.


         11.  GRANT OF SECURITY INTEREST

         11. In addition to the sale of Accounts hereunder, and without the
necessity of any further formality, writing or evidence, you hereby transfer
and assign to us and grant us a first priority security interest in all of your
right, title and interest in and to all of your now existing and future: (a)
accounts receivable (whether or not the same constitute Accounts purchased by
us hereunder), instruments, documents, chattel paper, general intangibles
(including, without limitation, all federal, state and local income tax
refunds), and any and all other forms of obligations owing to you; (b) unpaid
seller's rights (including rescission, repossession, replevin, reclamation and
stoppage in transit) relating to any of the foregoing or arising therefrom; (c)
rights to any goods represented by any of the foregoing, including returned or
repossessed goods; (d) reserves and credit balances arising hereunder; (e)
guarantees or collateral for any of the foregoing (including, without
limitation, rights under any letters of credit or other credit enhancements in
your favor); (f) insurance policies or rights relating to any of the foregoing;
(g) bank deposits and accounts; (h) cash and non-cash proceeds of any and all
of the foregoing; and (i) Books and Records (as defined below in paragraph 13)
evidencing or pertaining to any of the foregoing (the "Factored Collateral").
(It is understood that we shall have no obligation to perform in any respect,
any contracts relating to any Accounts.) You shall comply with the requirements
of all applicable laws to perfect our security interest in collateral granted
to us hereunder, and execute such financing statements and other documents as
we may require to effectuate the foregoing and implement this Agreement. To the
extent permitted by applicable law, you hereby authorize us to sign your name
on your behalf on financing statements covering the collateral and to file
financing statements without your signature in order to perfect or maintain our
first priority security interest in the collateral.


         12.  OBLIGATIONS SECURED

         12. The security interest granted hereunder, and any lien or security
interest that we may have in any of your other assets or property, shall secure
the payment and performance of all of your now existing and future indebtedness
and obligations to us, whether absolute or contingent, and whether arising
hereunder or under any other agreement or arrangement between us, or by
operation of law or otherwise, including, without limitation, indebtedness for
goods and services purchased by you from any party whose accounts receivable
are factored or financed by us, and indebtedness arising under any guaranty,
credit enhancement or other credit support executed by you in our favor (herein
"Obligations"). Any reserves or balances to your credit and any other property
or assets of yours in our possession shall

<PAGE>

                                      -7-

constitute security for any and all Obligations. We may, in our discretion,
debit your account at any time with the amount of any and all Obligations.


         13. BOOKS AND RECORDS AND EXAMINATIONS

         13. You agree: to make your records, files and books of account
(including, without limitation, paper records, computer-based data, records or
media, electronic records, tapes, discs, etc., and all programs and procedure
manuals relating thereto) (all of the foregoing referred to herein as "Books
and Records") available to us on our reasonable request; to permit us to visit
your premises during business hours to examine the same and to make copies or
extracts thereof; and to conduct such examinations as we deem reasonably
necessary. In order to cover costs and expenses we may incur in connection with
any such examinations, we shall be entitled to charge you a fee for each day or
part thereof during which such examination is conducted, which fee shall be
charged to your account, in addition to any out-of-pocket costs and expenses we
incur as a result of conducting said examinations.


         14. INTEREST, FACTORING FEES OR COMMISSIONS AND OTHER CHARGES

         14.1 Interest shall be charged as of the last day of each month based
on any debit balance in your Funds-In-Use Account for each day during that
month. (The amount that appears in your Funds-In-Use Account is the difference
between the balance in your Accounts Receivable Account and the balance in your
Client Position Account.) Interest shall be calculated hereunder at a rate
equal to the greater of: (i) ten percent (10%) per annum, said rate being one
and one-half percent (1 1/2%) above the Chase Rate, as herein defined, or (ii)
ten percent (10%) per annum. The rate in (i) above is based on the eight and
one-half percent (8 1/2%) per annum Chase Rate as of April 1, 1997. The Chase
Rate is the per annum rate of interest publicly announced by The Chase
Manhattan Bank (or its successor) in New York, New York from time to time as
its prime rate. The prime rate is not intended to be the lowest rate of
interest charged by The Chase Manhattan Bank to its borrowers. Any change in
the rate of interest hereunder due to a change in the Chase Rate shall take
effect as of the first of the month following such change in the Chase Rate.
All interest shall be calculated based on a 360 day year. In no event shall the
rate charged hereunder exceed the highest rate permitted under applicable law.
In the event, however, that we do receive interest hereunder in excess of the
highest rate permissible, you agree that your sole remedy shall be to seek
repayment of such excess, and you hereby waive any and all other rights and
remedies which may be available to you under law or in equity.

         14.2 For our services hereunder, we shall be entitled to a factoring
fee or commission of forty-five hundredths of one percent (.45%) on the gross
face amount of all Accounts factored with us, plus one-quarter of one percent
(1/4 of 1%) of the gross face amount of each Account for each thirty-day period
or part thereof by which the longest terms of sale applicable to such Account
exceed sixty (60) days (whether as originally stated or as a result of a change
of terms requested by you or the customer); provided, however, that with
respect to Accounts created by or arising from the sale of goods or the
rendition of services by you to KMart Corporation and any and all of its trade
names, affiliates, divisions or subsidiaries, including but not limited to
KMart Fashions (division), Builders Square, Inc. (sub.), and

<PAGE>

                                      -8-

Sourcing & Technical Services, Inc. (sub.) (hereinafter collectively referred
to as the "KMart Accounts"), we shall be entitled to a factoring fee or
commission of one percent (1%) on the gross face amount of all KMart Accounts
factored with us, plus one-quarter of one percent (1/4 of 1%) on the gross face
amount of each KMart Account for each thirty-day period or part thereof by
which the longest terms of sale applicable to such KMart Account exceed sixty
(60) days (whether as originally stated or as a result of a change of terms
requested by you or the customer). In addition, with respect to Accounts
arising from sales to customers located in United States territorial
possessions, we shall be entitled to an additional factoring fee or commission
of one percent (1%) on the gross face amount of such Accounts. The factoring
fee or commission shall be due and charged to your account upon our purchase of
the underlying Account. In no event shall minimum factoring fee or commission
on each invoice evidencing an Account be less than $5.00.

         14.3 In addition to the foregoing, you shall pay all costs and
expenses incurred by us in connection with the preparation, execution,
administration and enforcement of this Agreement, including, without
limitation, all reasonable fees and expenses attributable to the services of
our attorneys (whether in-house or outside), all search fees and the cost of
all public record filings. Furthermore, you shall pay to us a reasonable fee
for: (i) all special reports prepared by us at your request; (ii) all wire
transfers; (iii) handling all change of terms requests relating to Accounts;
(iv) the usage by you of our on-line computer services; and (v) each new
customer set-up on our accounts receivable data base, all as more fully
described in the Guide. All such fees shall be charged to your account when
incurred and may be changed by us from time to time upon notice to you. Any
failure to give you any notice of a change or an increase in any fee, rate or
commission as set forth any place in this Agreement, shall not constitute a
breach of this Agreement and shall not impair our ability to institute any such
change or increase if such increase is otherwise applicable.

         14.4 If any tax by any governmental authority (other than income and
franchise taxes imposed on us which are not related to any transaction between
us) is or may be imposed on, or arises as a result of, any transactions between
us, any sales made by you, or any inventory or goods relating to such sales,
and we are or may be required to withhold or pay such tax and any interest or
penalties related thereto, you shall indemnify and hold us harmless in respect
thereof and pay to us the amount of any such tax, interest or penalties.


         15. TERMINATION

         15. You may terminate this Agreement for any reason whatsoever, but
only as of an Anniversary Date, as defined herein, and then only by giving us
at least sixty (60) days prior written notice of termination. The term
"Anniversary Date" shall mean the last day of the month occurring two years
from the date hereof or the same date in every year thereafter. We may
terminate this Agreement for any reason whatsoever at any time by giving you
written notice stating a termination date not less than sixty (60) days from
the date such notice is given, or immediately at any time without prior notice
to you upon and after the occurrence of an Event of Default, as defined herein.
This Agreement continues uninterrupted unless terminated as herein provided.
Unless sooner demanded, all Obligations shall become due and payable upon
termination of this Agreement and, pending a final accounting, we may withhold
any balances in your account unless supplied with an indemnity satisfactory to
us

<PAGE>

                                      -9-

to cover all Obligations. All our rights, liens and security interests
hereunder shall continue and remain in effect after termination of this
Agreement, whether said termination is upon notice or as a result of the
occurrence of an Event of Default, and you shall continue to assign accounts
receivable to us and to remit to us all collections on accounts receivable,
until all Obligations have been paid in full or we have been supplied with an
indemnity satisfactory to us to cover all Obligations.


         16. EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT

         16.1 An "Event of Default" shall be deemed to have occurred under this
Agreement upon: (a) the cessation of your business or the calling of a meeting
of your creditors; (b) your failure to meet your debts as they mature; (c) the
commencement by or against you of any bankruptcy, insolvency, arrangement,
reorganization, receivership or similar proceedings under any federal or
state law; (d) breach by you of any representation, warranty or covenant
contained herein; or (e) your failure to pay any Obligation when due.

         16.2 Upon and after the occurrence of an Event of Default, this
Agreement may be terminated by us immediately at any time, without notice to
you, and all Obligations shall, at our option and without notice or demand of
any kind (all of which you hereby expressly waive), become due and payable
immediately. Further, we may remove, from any premises where the same may be
located, any and all documents, instruments, Books and Records (and any
receptacles or cabinets containing the same) pertaining to the Accounts or
other collateral hereunder and/or we may use (at your expense) such of your
personnel, supplies and space at your place of business or elsewhere, as may be
necessary to properly administer and enforce our rights in the Accounts and any
other collateral hereunder, and to facilitate the collection thereof and
realization thereon. We may sell, assign or otherwise dispose of the Accounts
and any returned, reclaimed or repossessed inventory, goods or other property
relating thereto, whether held by you or by us, at public or private sale, for
cash, on credit or otherwise, at such price and on such terms as we in our sole
option and discretion may determine, and we may bid or become purchasers at any
such sale, or acquire an interest in or dispose of said property. You hereby
acknowledge that you have no right to notice, or to an accounting or right of
redemption with respect to any such sale or other disposition of the aforesaid
Accounts or aforesaid goods. With respect to any other property or collateral
in which we have a security interest, we shall have all of the rights and
remedies of a secured party under Article 9 of the Uniform Commercial Code. If
notice of intended disposition of any of said property or collateral is
required by law, it is agreed that five (5) days notice shall constitute
reasonable notice. The net cash proceeds resulting from the exercise of any of
the foregoing rights, after deducting all charges, costs and expenses
(including reasonable attorneys' fees) shall be applied by us to the payment or
satisfaction of the Obligations, whether due or to become due, in such order as
we may elect, and you shall remain liable to us for any deficiencies. Upon and
after the occurrence of an Event of Default, or in the event of a termination
of this Agreement by us, we are hereby authorized by you to notify postal
authorities at any time to change the address for delivery of mail to you to
such address as we may designate, and to receive and open mail addressed to you
to enable us to carry out our rights under this Agreement.

<PAGE>

                                      -10-

         17. MISCELLANEOUS PROVISIONS

         17.1 This Agreement, and all attendant documentation, as the same may
be amended from time to time, constitutes the entire agreement between us with
regard to the subject matter hereof, and supersedes any prior agreements or
understandings. Furthermore, unless specifically provided otherwise herein,
this Agreement can be changed only by a writing signed by both of us, and shall
bind and benefit each of us and our respective successors and assigns,
provided, however, that you may not assign this Agreement or your rights
hereunder without our prior written consent. Our failure or delay in exercising
any right hereunder shall not constitute a waiver thereof or bar us from
exercising any of our rights at any time. The validity, interpretation and
enforcement of this Agreement shall be governed by the laws of the State of New
York.

         17.2 If any provision of this Agreement (including, without
limitation, any provision relating to charges constituting interest payable by
you) is contrary to, prohibited by, or deemed invalid under applicable laws or
regulations, such provision shall be inapplicable and deemed omitted to the
extent so contrary, prohibited or invalid, but the remainder hereof shall not
be invalidated thereby and shall be given effect so far as possible.

         17.3 Paragraph headings are for convenience only and shall not be
deemed to be a controlling part of this Agreement.


         18. JURY TRIAL WAIVER

         18. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE EACH HEREBY
WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING DIRECTLY
OR INDIRECTLY OUT OF THIS AGREEMENT, OR ANY OTHER AGREEMENT OR TRANSACTION
BETWEEN US OR TO WHICH WE ARE BOTH PARTIES.

         If the foregoing is in accordance with, and accurately reflects, your
understanding, please so indicate by signing and returning to us the original
and one copy of this Agreement. This Agreement shall take effect as of the date
set forth above, but only after being accepted below by one of our officers in
New York, after which, we shall forward your fully executed copy to you for
your files.

                                       Very truly yours,

                                       THE CIT GROUP/COMMERCIAL SERVICES, INC.

                                       By
                                         -------------------------------------
                                         Name:
Read and Agreed to:                      Title:

BELDOCH INDUSTRIES CORPORATION

By
  --------------------------------
  Name:
  Title:
                                       Accepted at New York, New York

                                       THE CIT GROUP/COMMERCIAL SERVICES, INC.

<PAGE>
                                     -11-


                                       By
                                         -------------------------------------
                                         Name:
                                         Title: