<PAGE>

                                                                   EXHIBIT 10.32

                           AMENDMENT NUMBER THREE TO
                          LOAN AND SECURITY AGREEMENT
                          ---------------------------


          THIS AMENDMENT NUMBER THREE TO LOAN AND SECURITY AGREEMENT (this
"Amendment"), is entered into as of February 8, 2000, between FOOTHILL CAPITAL
CORPORATION, a California corporation ("Foothill"), with a place of business
located at 11111 Santa Monica Boulevard, Suite 1500, Los Angeles, California
90025-3333, and QUANTUM NORTH AMERICA, INC., a California corporation
("Borrower"), with its chief executive office located at 15821 Ventura
Boulevard, 5th Floor, Encino, California 91436 with reference to the following
facts:

          WHEREAS, Foothill and Borrower heretofore entered into that certain
Loan and Security Agreement, dated as of December 1, 1998 (as amended by that
certain Amendment Number One to Loan and Security Agreement, dated as of
November 19, 1999, by that certain Amendment Number Two to Loan and Security
Agreement, dated as of January 21, 2000, and as otherwise amended, restated, or
modified from time to time, the "Agreement");

          WHEREAS, Borrower has requested that Foothill amend the Agreement to,
among other things, provide for a term loan facility in an original principal
amount of $5,000,000; and

          WHEREAS, Foothill is willing to so amend the Agreement in accordance
with the terms and conditions hereof.

          NOW, THEREFORE, in consideration of the above recitals and the mutual
promises contained herein, Foothill and Borrower hereby agree as follows:

     1.   Defined Terms.  All capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Agreement, as
amended hereby.

     2.   Amendments to the Agreement.
          ---------------------------

          (a)  Section 1.1 of the Loan Agreement hereby is amended by adding the
               -----------
following definitions thereto or amending and restating the following
definitions in their entirety, as applicable:

               "Average Unused Portion of Maximum Amount" means, as of any date
                ----------------------------------------
          of determination, the result of (a) the Maximum Amount, less (b) the
                                                                  ----
          sum of (i) the average Daily Balance of Advances that were outstanding
          during the immediately preceding month, plus (ii) the average Daily
                                                  ----
          Balance of the Letter of Credit Usage during the immediately preceding
          month, plus (iii) the average Daily Balance of the Term Loan during
                 ----
          the immediately preceding month.
<PAGE>

               "Buyitnow.com" means Buyitnow.com, LLC, a Delaware limited
                ------------
          liability company.

               "Change of Control" shall be deemed to have occurred at such time
                -----------------
          as (a) Holding's shall cease to own beneficially and of record 100% of
          the issued and outstanding shares of Stock of Borrower, (b) the Lehman
          Group's paid in capital in Holdings shall cease to be at least 70% of
          the Lehman Group's paid-in capital in Holdings as of the Closing Date,
          (c) a "person" or "group" (within the meaning of Sections 13(d) and
          14(d)(2) of the Securities Exchange Act of 1934), other than the
          Permitted Holders, becomes the "beneficial owner" (as defined in Rule
          13d-3 under the Securities Exchange Act of 1934), directly or
          indirectly, of more than 25% of the total voting power of all classes
          of Stock then outstanding of Holdings entitled to vote in the election
          of directors, (d) at any time the Term Loan Usage exceeds One Million
          Dollars ($1,000,000), (i) Stephen C. Lehman ceases to continue to hold
          the offices of chairman of the board of directors and chief executive
          officer of Holdings or continue with management responsibilities
          substantially similar to those existing on the Third Amendment
          Effective Date, (ii) Eric R. Weiss ceases to continue to hold the
          offices of vice-chairman of the board of directors and chief operating
          officer of Holdings or continue with management responsibilities
          substantially similar to those existing on the Third Amendment
          Effective Date, or (iii) Daniel M. Yukelson ceases to continue to hold
          the offices of executive vice president of finance and chief financial
          officer of Holdings or ceases to continue with management
          responsibilities substantially similar to those existing on the Third
          Amendment Effective Date and a replacement for Daniel M. Yukelson
          reasonably satisfactory to Foothill and possessing substantially
          similar qualifications and reputation to Daniel M. Yukelson is not
          employed by Holdings within 90 days after Daniel M. Yukelson ceases to
          hold such offices or ceases to continue to have such management
          responsibilities; provided, however, that a Change of Control shall
                            --------  -------
          not be deemed to have occurred under the foregoing clause (d) on the
                                                             ----------
          death or disability of either of Stephen C. Lehman or Eric R. Weiss
          but not both of them (each referred to as an "Executive"), if the
          following conditions are met:  (Y) a replacement for the Executive who
          has died or has become disabled satisfactory to Foothill and
          possessing substantially similar qualifications and reputation to such
          Executive is employed by Holdings within 90 days of such Executive's
          death or disability, and (Z) no Event of Default (exclusive of any
          Event of Default arising solely under this definition of `Change of
          Control' out of the death or disability of such Executive) shall have
          occurred or be continuing at any time during the period from the death

                                      -2-
<PAGE>

          or disability of such Executive through the date on which a replace
          for such Executive is employed pursuant to the foregoing clause (Y).
                                                                   ----------

               "EBITDA" means, with respect to any Person for any period, the
                ------
          sum of such Person's net earnings (or loss), excluding extraordinary
          gains, extraordinary losses (including losses on the sale of
          Investments or fixed assets), and non-cash compensation, before
          interest expense, taxes, amortization, and depreciation, in each case
          for such period as determined in accordance with GAAP.

               "Excess Availability" means the amount, as of the date any
                -------------------
          determination thereof is to be made, equal to the result of:

               (a) the lesser of (i) the aggregate amount of Advances available
          to Borrower as of such time (based on the applicable advance rates set
          forth in Section 2.1 hereof and calculated as if no Advances are
                   -----------
          outstanding), subject to the sublimits and availability reserves
          established by Foothill under the terms of the Agreement, and (ii) the
          result of the Maximum Amount, minus, the Term Loan Usage, minus
                                        -----                       -----

               (b) the sum of (i) the amount of all then outstanding Advances,

          plus (ii) the amount (not less than $0) by which Borrower's past due
          ----
          trade payables has increased during the period from the initial
          prospect audit through such date of determination, plus (iii) the
                                                             ----
          aggregate amount of Borrower's book overdrafts.

               "Lehman Group" means, individually and collectively, Stephen C.
                ------------
          Lehman, Eric R. Weiss, Daniel M. Yukelson, and their respective Family
          Members and Family Trusts.

               "Net Issuance Proceeds" shall have the meaning ascribed thereto
                ---------------------
          in Section 2.1(d)
             --------------

               "Registration Rights Agreement" means that certain Registration
                -----------------------------
          Rights Agreement, dated as of February 8, 2000, by and between Lender
          and Holdings, with respect to the registration rights of Lender to the
          `Registrable Securities' as defined therein and other provisions
          applicable thereto.

               "Stock" means all shares, options, warrants, interests,
                -----
          participations, or other equivalents (regardless of how designated) of
          or in a corporation, limited liability company, partnership, or
          equivalent entity, whether voting or nonvoting, including common
          stock, preferred stock, or any other "equity security" (as such term
          is defined in Rule 3a11-1 of the General Rules and Regulations
          promulgated by the SEC under the Exchange Act).

                                      -3-
<PAGE>

               "Term Loan" has the meaning set forth in Section 2.3.
                ---------                               -----------

               "Term Loan Usage" means, as of any date of determination thereof,
                ---------------
          the outstanding principal amount of the Term Loan as of such date of
          determination.

               "Term Loan/EBITDA Ratio-Borrower" means, as of any date of
                -------------------------------
          determination the ratio of (a) the Term Loan Usage as of such date of
          determination to (b) EBITDA of Borrower and its Subsidiaries on a
          consolidated basis for the period of 12 consecutive months then most
          recently ended.

               "Term Loan/EBITDA Ratio-Holdings" means, as of any date of
                -------------------------------
          determination the ratio of (a) the Term Loan Usage as of such date of
          determination to (b) EBITDA of Holdings and its Subsidiaries on a
          consolidated basis for the period of 12 consecutive months then most
          recently ended.

               "Third Amendment" means that certain Amendment Number Three to
                ---------------
          Loan and Security Agreement, dated as of February 8, 2000.

               "Third Amendment Effective Date" means the date on which each of
                ------------------------------
          the conditions precedent contained in Section 3 of the Third Amendment
          have been fulfilled.

               "Warrants" means those certain common stock purchase warrants
                --------
          issued to Foothill by Holdings, in form and substance satisfactory to
          Foothill, on the Third Amendment Effective Date for the purchase of
          325,000 shares of Holdings' common Stock, $0.01 par value, at an
          exercise price of $2.5625.

          (b)  The first sentence of Section 2.1(a) of the Agreement hereby is
                                     --------------
amended and restated in its entirety to read as follows:

               Subject to the terms and conditions of this Agreement, Foothill
          agrees to make advances ("Advances") to Borrower in an amount
          outstanding not to exceed at any one time the lesser of (i) the result
          of (A) the Maximum Amount minus (B) the sum of (1) the Letter of
                                    -----
          Credit Usage, plus (2) the Term Loan Usage, and (ii) the result of (A)
                        ----
          (1) prior to the First Amendment Effective Date, the Borrowing Base,
          (2) from and after the First Amendment Effective Date up to the Third
          Amendment Effective Date, the Borrowing Base-Temporary, and (3) from
          and after the Third Amendment Effective Date, the Borrowing Base,
          minus (B) the sum of (1) the Letter of Credit Usage, plus (2) the
          -----                                                ----
          aggregate amount of the Inventory Reserves, plus (3) the aggregate
                                                      ----
          amount of the Landlord Lien Reserves.

                                      -4-
<PAGE>

          (c)  Section 2.1(c) of the Agreement hereby is amended and restated in
               --------------
its entirety to read as follows:

               (c) Foothill shall have no obligation to make Advances hereunder
          to the extent they would cause the outstanding Obligations to exceed
          the lesser of (i) the Maximum Amount, and (ii) an amount equal to
          Borrower's Collections with respect to Accounts for the immediately
          preceding 60 day period.

          (d)  Section 2.1 of the Agreement hereby is amended by adding the
following thereto as a new subsection (d):
                           --------------

               (d)  If, at any time and from time to time after the Third
          Amendment Effective Date, Holdings shall issue and sell any Stock of
          Holdings (which sale shall be in accordance with the terms and
          conditions contained herein and otherwise be on terms and conditions
          satisfactory to Foothill) then Holdings shall make a capital
          contribution to Borrower and Borrower shall make a mandatory repayment
          of the Advances, in each case, in an amount equal to the lesser of (i)
          aggregate amount of proceeds(net of any reasonable and customary fees,
          commissions, expenses, and other costs paid by Holdings in connection
          therewith, other than those payable to any Affiliate of Holdings or
          Affiliate of Borrower) ("Net Issuance Proceeds") in excess of
          $10,000,000 received by Holdings for all such issuances and sales, and
          (ii) $5,000,000; provided, however, that (without affecting Holdings'
                           --------  -------
          obligation to make capital contributions to Borrower) Borrower shall
          have no obligation to make any such repayment of the Obligations
          pursuant to this subsection (d) in an amount in excess of the amount
                           --------------
          of Obligations (other than the Term Loan) outstanding at the time of
          any such issuance and sale; provided, however, that this Section
                                      --------  -------            -------
          2.1(d) shall not apply to any Stock of Holdings issued upon the
          ------
          exercise of options or warrants so long as the aggregate Net Issuance
          Proceeds received by Holdings from all such issuances of Stock does
          not exceed $1,000,000; and, provided, further, that Holdings shall
                                      --------  -------
          have no obligation to make a capital contribution to Borrower and
          Borrower shall have no obligation to make any repayment of the
          Obligations, in each case, under this subsection (d) until such time
                                                --------------
          as the aggregate amount of Net Issuance Proceeds received by Holdings
          in excess of $1,000,000 with respect to which Holdings has not made
          any capital contribution to Borrower and Borrower has not made a
          repayment of the Obligations is equal to or greater than $100,000.

          (e)  Section 2.2(a)(ii) and (iii) of the Loan Agreement hereby are
               ----------------------------
amended and restated in their entirety to read as follows:

               (ii)  the aggregate amount of all undrawn or unreimbursed Letters
          of Credit (including Inventory Letters of Credit) would exceed the
          lower of: (x) the result of (I) the Maximum Amount, less (II) the
                                                              ----
          amount of outstanding Advances, less (III) the Term Loan Usage, less
                                          ----                            ----

                                      -5-
<PAGE>

          (IV) the aggregate amount of Inventory Reserves and reserves
          established under Section 2.1(b); or (y) $7,500,000; or
                            --------------

               (iii)  the outstanding Obligations would exceed the lesser of (y)
          the Maximum Amount, or (z) an amount equal to Borrower's Collections
          with respect to Accounts for the immediately preceding 60 day period.

          (f)  Section 2.3 of the Agreement hereby is amended and restated in
its entirety to read as follows:

               2.3  Term Loan.

               (a) Term Loan.  Subject to the terms and conditions of this
                   ---------
          Agreement, Foothill has agreed to make a term loan (the "Term Loan")
          to Borrower on the Third Amendment Effective Date in the original
          principal amount of $5,000,000.  The principal of the Term Loan shall
          be repaid in 27 equal installments of $185,000.  Each such installment
          shall be due and payable on the first day of each month commencing on
          the first day of September 2000 and continuing on the first day of
          each succeeding month until and including the date on which the unpaid
          balance of the Term Loan is paid in full.  The foregoing to the
          contrary notwithstanding, the outstanding principal balance and all
          accrued and unpaid interest under the Term Loan shall be due and
          payable upon the termination of this Agreement, whether by its terms,
          by prepayment, by acceleration, or otherwise.  All amounts outstanding
          under the Term Loan shall constitute Obligations.

               (b) Optional Prepayments.  The unpaid principal balance of the
                   --------------------
          Term Loan may be prepaid in whole or in part without penalty or
          premium at any time during the term of this Agreement upon 10 days
          prior written notice by Borrower to Foothill, all such prepaid amounts
          to be applied to the installments of principal due on the Term Loan in
          the inverse order of their maturity.

               (c)  Mandatory Prepayments.  (i)    If Holdings shall sell or
                    ---------------------
          otherwise dispose of any of the Stock of Buyitnow.com owned by
          Holdings, or enter into an agreement or other arrangement (including,
          for example, an option) for the sale or other disposition of such
          Stock in any one or more transactions after the Third Amendment
          Effective Date, then Holdings shall make a capital contribution to
          Borrower and Borrower shall make a mandatory prepayment of the Term
          Loan, in each case, in an amount equal to the aggregate amount of
          proceeds (net of any reasonable and customary fees, commissions,
          expenses, and other costs paid by Holdings in connection therewith,
          other than those payable to any Affiliate of Holdings or Affiliate of
          Borrower) received

                                      -6-
<PAGE>

          by Holdings from all such sales, dispositions, agreements, or other
          arrangements until the Term Loan together with all accrued and unpaid
          interest on the Term Loan shall have been repaid in full.

               (ii) If, at any time and from time to time after the Third
          Amendment Effective Date, Holdings shall issue and sell any Stock of
          Holdings (which sale shall be in accordance with the terms and
          conditions contained herein and otherwise be on terms and conditions
          satisfactory to Foothill) then Holdings shall make a capital
          contribution to Borrower and Borrower shall make a mandatory
          prepayment of the Term Loan, in each case, in an amount equal to the
          lesser of (y) the aggregate amount of Net Issuance Proceeds in excess
          of $15,000,000 received by Holdings for all such issuances and sales,
          or (z) the sum of the then Term Loan Usage plus the accrued but unpaid
                                                     ----
          interest on the Term Loan; provided, however, that this Section
                                     --------  -------            -------
          2.3(c)(ii) shall not apply to any Stock of Holdings issued upon the
          ----------
          exercise of options or warrants so long as the aggregate Net Issuance
          Proceeds received by Holdings from all such issuances of Stock does
          not exceed $1,000,000 in any 12 consecutive month period; and,
          provided, further, that Holdings shall have no obligation to make any
          --------  -------
          capital contributions to Borrower and Borrower shall have no
          obligation to make any repayment of the Obligations, in each case,
          under this subsection (c)(ii) until such time as the aggregate amount
                     ------------------
          of Net Issuance Proceeds received by Holdings in excess of $1,000,000
          with respect to which Holdings has not made any capital contribution
          to Borrower and Borrower has not made a repayment of the Obligations
          is equal to or greater than $100,000.

               (iii)  In the event of any prepayments of the Term Loan under
          this Section 2.3(c), the amount of any such prepayment shall be
               --------------
          applied pro rata to the remaining installments of principal due on the
          Term Loan.

          (g)  Section 2.6(a), 2.6(c), and 2.6(e) of the Agreement are hereby
amended and restated in their entirety to read as follows:

               (a) Interest Rate.  Except as provided in clause (c) below, all
                                                         ----------
          Obligations (except for undrawn Letters of Credit) shall bear interest
          as follows:  (i) each LIBOR Rate Advance shall bear interest at a per
          annum rate of 3.00 percentage points above the Base LIBOR Rate; (ii)
          the Term Loan shall bear interest at a per annum rate of 13.0%, and
          (iii) all other Obligations shall bear interest at a per annum rate of
          0.25 percentage points above the Reference Rate.

               (c)  Default Rate.  Upon the occurrence and during the
          continuation of an Event of Default: (i) each LIBOR Rate Advance

                                      -7-
<PAGE>

          shall bear interest at a per annum rate of 6.00 percentage points
          above the Base LIBOR Rate, (ii) the Term Loan shall bear interest at a
          per annum rate of 16.0%, (iii) the Letter of Credit fee provided in
          Section 2.6(b) shall be increased to 4.25% per annum times the
          --------------
          aggregate undrawn amount of all outstanding Letters of Credit, and
          (iv) all other Obligations shall bear interest at a per annum rate
          equal to 3.25 percentage points above the Reference Rate.

               (e) Payments.  Interest and Letter of Credit fees payable
          hereunder shall be due and payable, in arrears, on the first day of
          each month during the term hereof.  Borrower hereby authorizes
          Foothill, at its option, without prior notice to Borrower, to charge
          such interest and Letter of Credit fees, all Foothill Expenses (as and
          when incurred), the charges, commissions, fees, and costs provided for
          in Section 2.2(d) (as and when accrued or incurred), the fees and
             --------------
          charges provided for in Section 2.11 (as and when accrued or
                                  ------------
          incurred), and all installments of principal or other payments due
          under the Term Loan or any Loan Document to Borrower's Loan Account,
          which amounts thereafter shall accrue interest at the rate then
          applicable to Advances hereunder.  Any interest not paid when due
          shall be compounded and shall thereafter accrue interest at the rate
          then applicable to Advances hereunder.

           (h)  The first sentence of Section 2.10 of the Agreement hereby is
                                      ------------
amended and restated in its entirety to read as follows:

               Foothill shall maintain an account on its books in the name of
          Borrower (the "Loan Account") on which Borrower will be charged with
          all Advances and the Term Loan made by Foothill to Borrower or for
          Borrower's account, including, accrued interest, Foothill Expenses,
          and any other payment Obligations of Borrower.

          (i)  Section 2.11(c) of the Agreement hereby is amended and restated
               ---------------
in its entirety to read as follows:

               (c)  Annual Term Loan Facility Fee.  On each anniversary of the
          Third Amendment Effective Date, an annual Term Loan facility fee in an
          amount equal to 3.0% of the then Term Loan Usage.

          (j)  The first sentence of Section 7.11 of the Agreement hereby is
                                     ------------
amended and restated in its entirety to read as follows:

               Make any distribution or declare or pay any dividends (in cash or
          other property, other than Stock) on, or purchase, acquire, redeem, or
          retire any of Borrower's Stock, of any class, whether now or hereafter
          outstanding ; provided, however, that Borrower may make Permitted
                        --------  -------
          Distributions so long as (a) no Event of Default has occurred and is

                                      -8-
<PAGE>

          continuing or would result therefrom, (b) after giving effect thereto,
          Borrower has Excess Availability of not less than $3,000,000, and (c)
          at the time of the making of such Permitted Distribution the Term Loan
          Usage shall be zero dollars ($0.00).

          (k)  Section 7.14 of the Agreement hereby is amended by adding the
               ------------
following as a new sentence at the end of such section:

               The foregoing to the contrary notwithstanding, at no time shall
          the aggregate dollar amount of Accounts owing to Borrower from
          Buyitnow.com, LLC, (net of reserves for returns, refunds and freight-
          out charges, and net of the dollar amount of the portion of any
          Installment Accounts owing by Buyitnow.com, LLC that is not, at such
          time, yet due and payable) exceed (y) $1,000,000, at any time that the
          Term Loan Usage is greater than zero dollars ($0) and is less than
          $1,500,000, and (z) $500,000 at any time that the Term Loan Usage is
          equal to or greater than $1,500,000.

          (l)  Section 7.17 of the Agreement hereby is amended and restated in
its entirety to read as follows:

               7.17  Use of Proceeds.

               (a)   Use the proceeds of the Advances made hereunder for any
          purpose other than (i) on the Closing Date, (A) to pay transactional
          costs and expenses incurred in connection with this Agreement, or (B)
          to repay, in part, Borrower's Indebtedness to Holdings in accordance
          with Section 7.8, provided that in connection with such repayment,
               -----------
          Holdings' Indebtedness to ValueVision shall be repaid in full, and
          (ii) thereafter, consistent with the terms and conditions hereof, for
          its lawful and permitted corporate purposes.

               (b)   Use the proceeds of the Term Loan made hereunder for any
          purpose other than, on the Third Amendment Effective Date, (i) to pay
          transactional costs and expenses incurred in connection with the Third
          Amendment, or (ii) to repay Advances outstanding hereunder.

          (m)  Section 7.20(b) of the Agreement hereby is amended by inserting
               ---------------
the following language immediately after the table contained in such section and
immediately before the final sentence in such section:

               For purposes of this Section 7.20(b), EBITDA of Borrower and its
                                    ---------------
          Subsidiaries for the fiscal quarter ending on each of December 31,
          1999, and March 31, 2000, such EBITDA for each such period shall
          include, without limitation, the costs of `Global Sourcing' and
          `Global MIS' for such period.

                                      -9-
<PAGE>

          (n)  Section 7.20 of the Agreement hereby is amended by adding the
               ------------
following as a new subsection (c) to such section:
                   --------------
               (c) Term Loan Usage to EBITDA Ratio.  (i) Term Loan Usage/EBITDA
          Ratio-Holdings of not more than 1.50:1.00 as of the last day of the
          fiscal quarter ending March 31, 2001 and as of the last day of each
          fiscal quarter thereafter, and (ii) Term Loan Usage/EBITDA Ratio-
          Borrower of not more than 1.10:1.00 as of the last day of the fiscal
          quarter ending March 31, 2000, and as of the last day of each fiscal
          quarter thereafter.  For purposes of this Section 7.20(c), EBITDA of
                                                    ---------------
          Borrower and its Subsidiaries shall exclude the costs of `Global
          Sourcing' and `Global MIS' for such period.

     3.   Representations and Warranties. Borrower hereby represents and
          ------------------------------
warrants to Foothill that (a) the execution, delivery, and performance of this
Amendment and of the Agreement, as amended by this Amendment, are within its
corporate powers, have been duly authorized by all necessary corporate action,
and are not in contravention of any law, rule, or regulation, or any order,
judgment, decree, writ, injunction, or award of any arbitrator, court, or
governmental authority, or of the terms of its charter or bylaws, or of any
contract or undertaking to which it is a party or by which any of its properties
may be bound or affected, and (b) this Amendment and the Agreement, as amended
by this Amendment, constitute Borrower's legal, valid, and binding obligation,
enforceable against Borrower in accordance with its terms.

     4.  Conditions Precedent to Amendment.  The satisfaction of each of the
         ---------------------------------
following, on or before February 11, 2000, shall constitute conditions precedent
to the effectiveness of this Amendment:

         (a)   Foothill shall have received the following documents, duly
executed, and each such document shall be in full force and effect:

               (i)    this Amendment, and

               (ii)   the Warrants; and

               (iii)  the Registration Rights Agreement.

          (b)  The representations and warranties in this Amendment, the
Agreement as amended by this Amendment, and the other Loan Documents shall be
true and correct in all respects on and as of the date hereof, as though made on
such date (except to the extent that such representations and warranties relate
solely to an earlier date);

          (c)  Foothill shall have received a Reaffirmation and Consent, in the
form of Exhibit A attached hereto and incorporated herein by this reference,
        ---------
duly executed by Holdings;

                                      -10-
<PAGE>

          (d)  No Event of Default or event which with the giving of notice or
passage of time would constitute an Event of Default shall have occurred and be
continuing on the date hereof, nor shall result from the consummation of the
transactions contemplated herein;

          (e)  No injunction, writ, restraining order, or other order of any
nature prohibiting, directly or indirectly, the consummation of the transactions
contemplated herein shall have been issued and remain in force by any
governmental authority against Borrower or Foothill;

          (f)  Foothill shall have received an amendment fee of $150,000, which
fee shall be fully earned and non-refundable when paid, and shall be charged
directly to Borrower's Loan Account immediately upon execution of this
Amendment; and

          (g)  All other documents and legal matters in connection with the
transactions contemplated by this Amendment shall have been delivered or
executed or recorded and shall be in form and substance satisfactory to Agent
and its counsel.

     5.   Miscellaneous.
          -------------

          (a)  Upon the effectiveness of this Amendment, each reference in the
Agreement to "this Agreement", "hereunder", "herein", "hereof" or words of like
import referring to the Agreement shall mean and refer to the Agreement as
amended by this Amendment.

          (b)  Upon the effectiveness of this Amendment, each reference in the
Loan Documents to the "Loan Agreement", "thereunder", "therein", "thereof" or
words of like import referring to the Agreement shall mean and refer to the
Agreement as amended by this Amendment.

          (c)  This Amendment shall be governed by and construed in accordance
with the laws of the State of California.

          (d)  This Amendment may be executed in any number of counterparts and
by different parties on separate counterparts, each of which, when executed and
delivered, shall be deemed to be an original, and all of which, when taken
together, shall constitute but one and the same Amendment. Delivery of an
executed counterpart of this Amendment by telefacsimile shall be equally as
effective as delivery of a manually executed counterpart of this Amendment. Any
party delivering an executed counterpart of this Amendment by telefacsimile also
shall deliver a manually executed counterpart of this Amendment but the failure
to deliver a manually executed counterpart shall not affect the validity,
enforceability, and binding effect of this Amendment.

                 [Remainder of page left intentionally blank]

                                      -11-
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first written above.


                                         QUANTUM NORTH AMERICA, INC.,
                                         a Delaware corporation

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


                                         FOOTHILL CAPITAL CORPORATION,
                                         a California corporation

                                          By:
                                             ----------------------------------
                                          Name:
                                               --------------------------------
                                          Title:
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                                      S-1
<PAGE>

                                   Exhibit A

                      GUARANTOR REAFFIRMATION AND CONSENT
                      -----------------------------------

                         Dated as of February 8, 2000

          The undersigned, as guarantor under the Holdings Guaranty (as such
term is defined in that certain Loan and Security Agreement, dated as of
December 1, 1998 (as amended by that certain Amendment Number One to Loan and
Security Agreement, dated as of November 19, 1999, and as amended by that
certain Amendment Number Two to Loan and Security Agreement, dated as of the
date hereof (the "Second Amendment")) between Quantum North America, Inc., a
Delaware corporation, and Foothill Capital Corporation, a California
corporation) hereby consents and agrees to the Second Amendment and hereby
confirms and agrees that the Holdings Guaranty is, and shall continue to be, in
full force and effect and is hereby ratified and confirmed in all respects.



                              e4L, Inc.,
                              a Delaware corporation formerly known as
                              National Media Corporation


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