Exhibit 10.2

           ACCOUNTS RECEIVABLE PURCHASE AND GENERAL SECURITY AGREEMENT

     THIS  AGREEMENT,  is entered into and delivered  this 19TH day of December,
2007 in  Chicago,  Illinois  in the County of Cook by and  between  BLN  CAPITAL
FUNDING,  LLC, an Illinois LLC Located at 180 North  Stetson Suite 3501 Chicago,
Illinois,   60601  (hereinafter  referred  to  as  "BLN"),  and  LASALLE  BRANDS
CORPORATION A NEVADA  Corporation  organized and existing  under the laws of the
State of Nevada presently located at 7702 East Doubletree Ranch Road, Suite 300,
Scottsdale, Arizona 85258.

RECITALS

     WHEREAS,  Client  wishes to sell and  assign  its  Receivables,  as defined
herein,  to BLN making BLN its sole accounts  receivable  purchaser and the sole
owner  of  such  Receivables,   furthermore   Client  desires  to  borrow  other
funds/monies  from time to time on its inventory,  purchase orders,  real estate
and/or other corporate assets; and

     WHEREAS,  BLN desires to purchase certain  Receivables from Client pursuant
to the terms of this Agreement and fund/make other  loans/advances  from time to
time secured by the inventory and other assets of Client: and

     NOW THEREFORE,  in  consideration  of the mutual promises and covenants set
out below, the parties hereto agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

     1.1 "Advance  Rate" shall be a cash sum equivalent to the percentage of the
total  amount of each  Receivable  purchased  by BLN  hereunder  as set forth in
Section 2 of this agreement, as amended from time to time.

     1.2      "Agreement" shall mean this Agreement.

     1.3 "Blocked  Account" shall mean that account  created in accordance  with
Section 2.12 hereof.

     1.4  "Collateral"  shall mean all of the items or  references  to property,
whether real, personal or intangible described in Sections 3.1 hereof.

     1.5  "Customer"  shall mean the person or entity  indebted to Client due to
the sale of goods or rendition of services for such Customer by Client.

     1.6 "Customer  Finance  Charges" shall mean any finance charges paid to BLN
by a Customer with respect to any Receivable, if applicable.

     1.7 "Default" shall mean (i) default in the payment,  when due and payable,
of any of  Client's  Obligations;  (ii) if any of  Client's  representations  or
warranties  are false or  misleading  in any material  respect;  (iii) if Client
fails to perform any obligations,  terms, provisions,  or covenants contained in
this  Agreement;  (iv) the  discontinuance  or  suspension  of Client's  present
business  operation,  or if Client or any of the Guarantors becomes insolvent or
unable to meet its  debts as they  mature,  or if any  proceeding  is  commenced
against  Client or any of the  Guarantors  for relief under any provision of any
federal or state  bankruptcy,  insolvency  or other similar law, the issuance or
filing of any  injunction,  attachment,  judgment or lien against  Client or any
Guarantor, or any of Client's or any Guarantor's property, or the appointment of
a  receiver,  custodian  or trustee  of any kind for  Client or any of  Client's
property;  (v) if a default occurs under any guaranty  agreement executed by any
of the Guarantors in conjunction with this Agreement and is not cured within any
applicable grace period; (vi) any Guarantor (being a natural person or a general
partner of an guarantor which is a partnership) dies or Client or any Guarantor,
which is a partnership, limited liability company, limited liability partnership
or a corporation,  dissolves or suspends or discontinues  doing business;  (vii)
any  default  by  Client  or any  Guarantor  under any  agreement,  document  or
instrument  relating to any  indebtedness for borrowed money owing to any person
other than BLN, or any capitalized lease obligations, contingent indebtedness in
connection  with any guarantee,  letter of credit,  indemnity or similar type of
instrument  in favor of any person  other than BLN;  (viii)  the  indictment  or
threatened  indictment of Client or any Guarantor under any criminal statute, or
commencement or threatened commencement of criminal or civil proceedings against
Client or any Guarantor,  pursuant to which statute or proceedings the penalties

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or remedies  sought or available  include  forfeiture  of any of the property of
Client or such  Guarantor;  or (ix) there shall be a material  adverse change in
the  business,  assets or  prospects of Client or any  Guarantor  after the date
hereof.

     1.8  "Discount"  shall mean the amount of the  discount of each  respective
Receivable  due BLN  pursuant to the terms of this  Agreement  and  specifically
defined in Section 2, as amended from time to time, attached hereto.

     1.9 "Dispute" shall mean any dispute,  deduction, claim, offset, defense or
counterclaim of any kind relating to Receivables, including, without limitation,
any  dispute  relating  to goods or  services  already  paid for or  relating to
Receivables other than the Receivable on which payment is being withheld.

     1.10  "Eligible  Receivables"  means  Receivables  identified  by  BLN  for
purchase from approved debtors, as determined by BLN in its sole discretion.

     1.11 "Face  Amount"  shall mean the cash  price for the goods  Client  sold
and/or services  Client rendered to a Customer,  less any down payment paid by a
Customer, plus any taxes imposes on such sales transactions.

     1.12 "Guarantors"  shall mean all persons  executing a guarantee  agreement
pertaining to Client's Obligations.

     1.13 "Net  Amount"  shall mean the Face Amount of  receivables,  less BLN's
Discount as provided in Section 2.

     1.14 "Obligations" shall mean, without limitation,  the aggregate amount of
the Receivables purchased by BLN hereunder; charges or chargeback's arising from
Disputes or otherwise; costs and expenses, including reasonable attorneys' fees,
including  enforcing,  protecting  or  administering  of BLN's  rights into this
Agreement;  or in the  prosecution  or  defense  or any  acts  relating  to this
Agreement or any Receivables;  amounts recovered from BLN on account of payments
previously  made by Customers on Receivables  purchased by BLN; and any taxes or
penalties or other charges  which BLN may be required to pay in connection  with
this Agreement or any transaction carried out in connection herewith.

     1.15  '"Payment  Date" shall mean the date of the  deposit of the  Customer
payment on a  receivable  to the  Blocked  Account  plus two (2)  business  days
following  the receipt of  immediately  available  funds in the Blocked  Account
provided  such  payments  or other  funds and notice  thereof  are  received  in
accordance  with BLN's usual and  customary  practices as in effect from time to
time and within  sufficient  time to credit Client's  operating  account on such
day, and if not, then on the next business day.

     1.16 "Person" or "person" shall mean any individual,  sole  proprietorship,
partnership,  corporation  (including any corporation  which elects subchapter S
status under the Internal Revenue Code of 1986, as amended),  limited  liability
company,   limited  liability   partnership,   business  trust,   unincorporated
association,  joint stock  corporation,  trust, joint venture or other entity or
any  government  or any  agency  or  instrumentality  or  political  subdivision
thereof.

     1.17 "Prime Rate" shall mean the "prime  rate" from time to time  published
in the "Money Rates" column of THE WALL STREET JOURNAL;  provided,  however,  if
the "Money  Rates" column of THE WALL STREET  JOURNAL  ceases to be published or
otherwise  does not  designate a "prime rate" as of any business  day, BLN shall
have the right to obtain such information from a similar business publication of
its selection or Fifth Third Bank.

     1.18  "Purchase  Price" shall be defined as the sum of the Advance Rate and
the Reserve amount as described herein.

     1.19 "Purchased  Accounts"  shall mean all  Receivables  assigned to BLN by
Client pursuant to this Agreement.

     1.20 "Receivable" or "Receivables" shall mean collectively or severally all
accounts, contract rights, notes, bills and other forms of obligation arising in
the  ordinary  course of business  conducted by Client from the sale of goods or
rendition of services.

     1.21  "Related  Person"  shall mean any  Person (a) which now or  hereafter
directly  or  indirectly  through  one or more  intermediaries  controls,  or is
controlled  by, or is under common  control  with,  Client,  or (b) which now or
hereafter  beneficially  owns or holds five  percent (5%) or more of the capital
stock of Client,  (c) five percent (5%) or more of the capital stock of which is
beneficially  owned or held by Client or is a family  member of the Client.  For
the purposes hereof, "control" shall mean possession, directly or indirectly, of
the power to direct or cause the direction of the  management  and policies of a
Person, whether through the ownership of voting stock, by contract or otherwise.

     1.22  "Reserve"  shall  mean the  amount  equivalent  to the amount of each
Receivable purchased from Client by BLN less the sum of the Advance Rate and the
Discount due BLN plus any Customer Finance Charges.

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     1.23 "Schedule of Accounts"  shall mean the list of  Receivables  purchased
from Client by BLN as amended from time to time.

     1.24 "UCC" shall mean the Uniform Commercial Code in effect in the State of
Illinois on the date this  Agreement  is entered into by and between the parties
hereto.

     1.25 "Client" shall mean LaSalle Brands Corporation or any of its successor
name/s or company/s.

                                    ARTICLE 2

      PURCHASE AND SALE OF ACCOUNTS, COMMISIONS, FEES, INTEREST, INVENTORY
                        AND BILLING AND LOAN STATEMENTS

     2.1  Client  agrees to use and  hereby  appoints  BLN as its sole  accounts
receivables purchaser.  Client hereby conveys,  transfers,  assigns and sells to
BLN as absolute  owner thereof all right,  title and interest of its present and
future Receivables.  Client acknowledges and agrees that the decision to advance
against  any  Receivable  that is  assigned  to BLN  shall be at BLN's  sole and
absolute  discretion,  and if BLN decides not to advance  against a  Receivable,
this decision shall be expressly  communicated  to Client by BLN. Client further
grants, conveys,  transfers, sells and assigns to BLN all of its interest in the
goods or  services  sold by Client  which gave rise to the  Receivables,  in all
goods that may be returned by Customers; all Client's rights as an unpaid vendor
or lienor;  documents  (including,  without  limitation)  all Client's  bills of
lading;  all Client's  proof of delivery;  all Client's  contracts  and contract
rights (including, without limitation, all Client's rights in purchase orders in
the assets  sold and  assigned);  all  Client's  rights of  stoppage in transit,
replevin  and  reclamation  relating  thereto;  all  Client's  rights in and the
guarantees  thereof,  and all Client's  rights  against  related  third  parties
thereto.  Any goods so  recovered  or returned  shall be set aside,  and held in
trust for BLN and such property shall be deemed the sole property of BLN. Client
shall notify BLN promptly of all such returned or recovered goods.

     2.2 BLN hereby  purchases  from Client,  with full recourse all present and
future  Eligible  Receivables  and Client agrees to assign and sell,  and hereby
assigns and sells to BLN, as absolute owner,  with recourse as provided  herein,
Client's  entire  interest in such of Client's  presently  outstanding  Eligible
Receivables  as well as all of Client's  future  Receivables.  All such Eligible
Receivables  are to be  reflected  on the  invoices  pertaining  to the Eligible
Receivables  that Client  delivers to BLN.  Client warrants that with respect to
any invoice  reflecting  an Eligible  Receivable  that is  presented  to BLN for
purchase, the Customer has received and accepted the goods and/or services which
gave rise to such Eligible Receivable and there is no Dispute, mistake, error or
fraud involving such Eligible Receivable, the Eligible Receivable is not subject
to any  security  interest,  lien or  encumbrance  whatsoever  other  than BLN's
security interest, the Customer is not an affiliate,  associate or subsidiary of
Client,  and the goods  delivered or services  rendered  conform in all respects
with the order placed by the Customer.

     2.3 Client hereby assign and sell to BLN as absolute owner,  with recourse,
our  entire  interest  in all of the  present  and  future  Receivables.  Client
represent  and  warrant  to BLN that at the time  each  Receivable  is  advanced
against  under this  Agreement  that (i) Client  shall be the sole and  absolute
owner of such Receivable,  free and clear of all liens,  claims and encumbrances
whatsoever,  and (ii) BLN shall  acquire by virtue of this  Agreement,  sole and
absolute  title and  ownership  of each such  Receivable,  free and clear of all
liens, claims and encumbrances whatsoever.  Client acknowledge's and agrees that
the decision to advance against any Receivable shall be made by BLN in your sole
and absolute discretion. All orders for Sales may be submitted to BLN for credit
approval prior to shipment of the goods or rendition of the services so ordered,
and each approved Sale shall be made only in accordance with such approval.  All
credit approvals must be in writing. Receivables arising from orders approved or
unapproved by BLN, in whole or in part,  shall be sold to BLN with full recourse
to us. A credit approval shall not be effective if

     2.4  Client  will  provide  BLN  with  listings  of   Receivables  in  form
satisfactory to BLN, together with Customers' invoices,  shipping documents, and
such  other  documents  and proof of  delivery/rendition  as BLN may at any time
require.  Billing on invoices by whomever done shall be  conclusive  evidence of
assignment and sale hereunder of such Receivables  whether or not Client execute
any other instrument/document showing specific or general assignment with regard
thereto.  Client  hereby  agree and  undertake  that Client will ensure that all
invoices to  Customers  shall bear the  following  notation  plainly on the face
thereof: "This invoice has been sold and assigned to BLN CAPITAL FUNDING LLC,180
NORTH STETSON SUITE 3501  CHICAGO,  IL 60601.  Payment to ourselves or any other
person or entity cannot and will not constitute a valid  discharge of this debt,
as only BLN CAPITAL FUNDING,  LLC is entitled to receive payment hereof and give
a receipt therefore".

     ALL REMITTANCES  OBTAINED BY CLIENT AGAINST RECEIVABLES WILL HE RECEIVED IN
TRUST FOR BLN. CLIENT AGREE AND UNDERTAKE NOT TO BANK ANY SUCH REMITTANCES,  BUT
TO TURN OVER TO BLN THE IDENTICAL  REMITTANCES  IN KIND AS PROMPTLY AS POSSIBLE;
PROVIDED, HOWEVER, THAT NOTHING HEREIN AUTHORIZES CLIENT TO COLLECT RECEIVABLES.

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     2.5  Each  invoice   evidencing  a  Receivable  shall  state  in  a  manner
satisfactory  to BLN that the  Receivable  has been assigned and conveyed to BLN
and is payable in United States dollars to BLN only, which may be done by BLN at
its  option.  Client  shall also  provide  BLN with  documents  relating to such
receivables  including  all bills of lading,  proof of delivery,  contracts  and
purchase orders.

     2.6 If any  remittance  or payment  for a  Receivable  is made  directly to
Client  by or on  behalf of a  Customer,  Client  shall  hold  such  amounts  in
trust/escrow  for BLN and such amounts shall be deemed the sole property of BLN.
Upon receipt of any such remittance or payment, Client shall immediately deliver
to BLN at the  lockbox  referred  to in  Section  2.12/13  or to  forward to BLN
directly  at the  address on page 1 of this  agreement,  the  identical  checks,
monies  or other  forms of  payment  received  and BLN  shall  have the right to
endorse Client's name on all such remittances.

     2.7 The  purchase  price of  Receivables  is to be the Net Amount  thereof,
which,  less any  charges and  reserves,  will be due and payable on the Payment
Date.  Client  shall pay BLN a  servicing  fee in an amount  equal to 1.65% (One
Point  Six-Five  Percent of the gross amount of such/each  invoice for the first
THIRTY (30) day term or part thereof,  plus (.65%) of such gross amount for each
additional Fifteen (15) day term or part thereof;  provided,  however,  that the
minimum  servicing fee for any given Invoice shall be $25.00 provided,  further,
however,  that the minimum  servicing  fee  commissions  paid by Client for each
Month (1)  months of the  Initial  Period or  Renewal  Period (as such terms are
hereinafter  defined),  as  applicable,  shall be the greater of (i) $5,,000 per
month or (ii) an  amount  equal to 1.75% of BLN's  gross  monthly  purchases  of
invoices for the preceding fiscal month from Client, or (iii) an amount equal to
1.75% of BLN's average gross monthly purchases of invoices for the preceding two
months. If the Initial Period or any applicable  Renewal Period is not completed
for any reason,  the gross monthly or quarterly  purchases of invoi ces for such
uncompleted period shall be based upon the gross monthly or quarterly  purchases
of invoices for the prior period completed.  The aggregate servicing fee payable
by Client in each quarterly  period as described  above shall be due and payable
regardless of the gross value of the  Receivables  actually sold by Client under
this Agreement during such period.  BLN may retain from sums payable to Client a
reserve,  which reserve may be revised from time to time at your discretion,  in
order to provide for Customer  Disputes,  possible credit losses on Receivables,
sums owing to BLN for  goods/services  purchased  by Client  from any other firm
factored or otherwise financed by BLN, and the Obligations.  A discount, credit,
or  allowance  may not be  claimed  by us,  buy  may be  claimed  solely  by the
Customer; no third party beneficiary rights are created hereby. Not withstanding
any thing contained herein to the contraire. In addition to the foregoing client
shall pay BLN interest of Prime Plus One Percent  (P+1.00%)  monthly  calculated
and based on the average  daily net funds  advanced/employed  under the Accounts
Receivable  Purchase Line for any given month.  Such Interest  shall be paid the
first of each  month to BLN and  shall be based on the  average  daily net funds
employed by Client,  such Interest  charge shall be added to client's ledger the
first of each month,  thereby,  increasing  the total of net funds employed by a
like amount.  Lastly,  Client shall be subject to an early  termination fee with
respect to the accounts portion,  in the event they payoff BLN prior to the nine
month period as called for in this agreement. NOTWITHSTANDING ANYTHING CONTAINED
HEREIN TO THE CONTRARY,  THE PARTIES TO THIS AGREEMENT HAVE MUTUALLY AGREED THAT
ABSENT AN EVENT OF DEFAULT  THAT THE CLIENT DOES NOT HAVE TO SERVICE ITS ACCOUNT
THROUGH THE BLN LOCKBOX AS  OUTLINED/CONTAINED  HEREIN,  IN CERTAIN  SECTIONS OF
THIS  AGREEMENT AND THAT THE RATE FOR ALL SUCH LOANS AND ADVANCES SHALL BE PRIME
PLUS .50% (PRIME PLUS.  ONE-HALF PERCENT) PER ANNUM PAYABLE MONTHLY IN CASH PLUS
AN  ADDITION A MONTHLY  SERVICING  FEE OF .65% PER MONTH  BASED UPON THE AVERAGE
DAILY FUNDS  EMPLOYED TO CLIENT ON NET FUNDS  EMPLOYED SHALL BE DUE AND PAYABLE.
THE SERVICING  FEE HOWEVER,  SHALL ACCRUE AND BE PAYABLE BY CLIENT AT THE END OF
EACH MONTH OR IF THE CLIENT  ELECTS TO PAYOFF BLB PRIOR TO MARCH 15,  2008.  THE
CLIENT SHALL PAY THE MONTHLY INTEREST OF NET FUNDS EMPLOYED  (INTEREST  PORTION)
AT FIRST OF THE  FOLLOWING  MONTH IN CASH (THE CASH  PORTION)  EITHER BY COMPANY
CHECK OR WIRE TRANSFER TO BLN.

     2.8 Such fee as  outlined  above  shall be based  upon the number of months
remaining in this  agreement  times the average  monthly  fees  generated in the
prior period and/or month as outlined above.

     2.9  BLN  may,  at  its  sole  discretion,   advance  against  any  of  the
Receivables,  Finished Goods Inventory and Raw Materials  Inventory and Purchase
Orders it deems  acceptable/eligible  from time to time, as amended from time to
time,  as  presented  to BLN by Client  within  the  limits  of credit  facility
established by BLN with Client. The Advance rate against eligible accounts shall
be up to 85% of such  accounts,  the advance rate against  eligible  inventories
shall be up to 40% of such  inventories  and the advance rate  against  eligible
Purchase Order's shall be up to 50% of such Purchase Order.  Loans/Advances  and
Purchases under this section shall be limited to the total/aggregate  amounts as
specified in either section 6.1 of this  agreement  and/or below with respect to
the accounts portion. .

     2.10 Within a reasonable  period of time after delivery of the  Receivables
and receipt of those  Receivables by BLN pursuant to the  provisions  hereof and
during the  business  day, no later than the Payment  Date,  BLN shall remit the
Advance  Rate of the  Receivables  on which BLN has agreed to advance  and shall
remit to Client the Advance Rate regarding the subject Receivables.  The Reserve
amount with respect to a  Receivable  shall also be remitted to Client after the
full payment of the Receivable is received by BLN, less other Obligations,  fees
or other  amounts due BLN  hereunder,  with the  remittances  to be made monthly
relating to full payments  received in the prior month. All amounts  transferred
to  Client  pursuant  to  this  Agreement  hereunder  shall  be  disposed  of in
accordance  with the  instructions  of Client.  Prior to the Payment Date,  upon
Client's  request  and at BLN's sole  discretion,  BLN may advance to Client the
Advance Rate of each  Receivables on which BLN has agreed to make an advance and
Client  agrees to pay on demand and advances or charges at any time  outstanding

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on Client's account,  but the aggregate amount of such advances shall not exceed
the sum of $200,000. AS OUTLINED IN SECTION 6.1 OF THIS AGREEMENT.

     2.11 If any Receivable is the subject of a Dispute as defined herein, or if
the  Receivable  remains unpaid for a period of more than ninety (90) days after
the date of the  invoice  to the  Customer,  or if there  exists  any  breach of
Clients  representations,  warranties or promises  hereunder with respect to any
Receivable,  Client  hereby  agrees,  upon  demand by BLN at BLN's sole  option,
either to repurchase  from BLN such  Receivable (or the unpaid portion  thereof)
for the  amount  of the  applicable  Purchase  Price of such  Receivable  or the
aggregate  amount of such  Purchase  Price of any  Receivables  affected by such
Dispute,  together  with  all  unpaid  fees  and  other  Obligations  hereunder.
Furthermore, if there is a Default under the terms of this Agreement or if there
is a default under any other agreement or Obligation  Client has with BLN, or if
this Agreement is terminated,  BLN may reassign and charge back to Client all or
any  portion  of  outstanding  Receivables  purchased  by BLN  pursuant  to this
Agreement.  To  reassign  Receivables,  BLN may charge  first  against  Client's
Reserve,  then against Blocked Account (hereinafter  defined),  then against any
other  accounts  with FIFTH THIRD BANK an amount equal to the unpaid  balance of
the reassigned Receivables,  including accrued and unpaid finance charges on the
date of reassignment. The reassignment shall be effective automatically upon the
chargeback to Client.  In the event that the Reserve,  Blocked  Account,  or any
other FIFTH THIRD BANK account,  which BLN may charge is insufficient to satisfy
the balance of the reassigned Receivables, Client agrees, upon demand to pay the
deficiency  amount due to BLN and any amounts  unpaid shall bear interest at the
Default rate until paid. Until the respective Reserve amount for each Receivable
is due  Client as  described  hereunder,  the  Reserve  amount  retained  by BLN
pursuant to the terms of this Agreement shall be the sole exclusive  property of
BLN and may be held and commingled with other funds of BLN.

     2.12 Interest, if applicable,  shall be charged for the number of days that
advances of the Purchase Price are made prior to Payment Date and for the number
of days that advances or other charges to Client's  account remain  outstanding.
Subject to Section 2.7 of this  agreement  interest prior to Default shall be at
the variable rate (the  "Interest  Rate") and interest upon the  occurrence of a
Default shall be at the variable  rate (the  "Default  Rate") as set forth on in
this  agreement.  Interest  shall be  computed  on the  basis of a year of three
hundred sixty (360) days, for the actual days elapsed.  Changes in interest rate
shall be effected to reflect  changed in the Prime  Rate,  with  changes to such
interest  rate to take effect as and when such  changes in the Prime Rate occur.
For the  purpose of interest  calculation,  discounts  earned  during each month
shall be deemed  charged to Client's  account as they occur.  Interest  shall be
paid  monthly on the first day of each month and BLN is  entitled  to charge any
interest due from Client against the Reserve Account,  the Blocked  Account,  or
against  any  account  maintained  by Client at FIFTH  THIRD  BANK which BLN may
charge.

     2.13 Blocked  Account/Lockbox.  Client shall establish and maintain, at its
expense,  lockboxes  and related  blocked  accounts  (in either  case,  "Blocked
Accounts"),  as BLN may specify,  with such banks which are acceptable to BLN in
which Client shall  promptly  deposit,  and shall direct all of its Customers to
directly remit, all Receivables as well as all cash payments received by Client,
including,  without limitation, all payments in respect of Receivables,  and all
other  Collateral,  all tax,  duty and other  cash  refunds,  and all other cash
payments,  in each case, in the identical  form in which such payments are made,
whether by cash, check or other manner.  The banks at which the Blocked Accounts
are  established   shall  enter  into  an  agreement,   in  form  and  substance
satisfactory  to BLN.  Client agrees to provide  notices to each Customer of the
assignment of the Receivable and payment to the Blocked  Account,  as called for
in this agreement the ("Blocked Account  Notice"),  upon signing this Agreement,
and, if  required by BLN,  with  respect to any new  Customer.  Client will not,
without  BLN's  consent,  direct  Customers  to make  payment of invoices to any
address other than the address set forth in the Blocked Account Notice.

     2.14  Servicing  Fees and/or  commissions  charged with respect to advances
against Purchase Orders and the related  inventory  purchased where BLN shall be
deemed to have a Purchase  Money  Security  Interest in such purchases or direct
advances to suppliers where BLN have advanced monies to said suppliers from time
to time, as the case may be (herein sometimes referred to as the "Purchase Order
Line"),  shall be as follows:  a servicing  discount equal to 3.95% of the funds
advanced and/or  outstanding for the initial 30 day period from the initial date
of the advance as evidenced  either by wire  transfer or check plus Client shall
pay an additional  servicing fee on advances that remain  outstanding  after the
initial  30 day  period  of 1% for each 15 days or part  thereof  until any such
advance  is paid off in full  plus an  interest  charge  of  prime  +.50% on the
average daily funds employed and/or advanced and outstanding. BLN shall have the
sole right so long as advances  remain open and  outstanding  under the Purchase
Order Line to advance  and/or  apply  funds as  necessary  and to record same on
its/Client's  ledger sheets and/BLN books. In any event all application of funds
shall first apply to any accrued fees or interest due, next to any expenses that
may relate to these specific  advances/line  and lastly to the principal  and/or
monies  advanced  under  this line for  products  and or  services  on behalf of
Client.

     2.15 Interest, with respect specifically, to loans against inventory, under
this agreement with Client shall be based and bear interest at the rate of Prime
Plus  One-Half  Percent  (P+.50%)  annually  based on the  average  daily  funds
employed  which shall be computed  and billed  monthly by BLN and an  additional
monthly  servicing fee equal to and based upon (.65%) of the average daily funds
employed  for  any  given  month  shall  also be  charged  under  the  inventory
loan/line. The interest and fees under this section shall be calculated,  billed
and added to the client's  inventory  billing  statement  and/or loan ledger the
first of the  following  month and shall be due and  payable  by the 15th of the
month billed.

                                       5
<PAGE>
     2.16 Interest,  with respect to monies/funds  specifically  advanced by BLN
not  covered/outlined  in section  2.7 or 2.14 or 2.15 or any other part of this
agreement  with respect to interest  rates,  shall be One Point Six-Six  Percent
monthly (1.66%) monthly or the rate as so called for in any separate or specific
note by  Client/borrower  to BLN on any borrowed monies and/or outstanding funds
as evidenced by separate advances and/or loan ledger/s. on BLN's records/books.

     2.17  Over  Advance  Loans.  In the  event  that  there is an over  advance
(amounts  that are due BLN in excess  of  amounts  currently  held by BLN in the
Reserve),  BLN, at its option,  may waive this as a Default and may consider the
over  advance  to be a demand  loan (the  "Over  advance  Loan")  payable at the
Default Rate;  provided,  however,  that during the period that the Over advance
Loan remains  unpaid,  all  outstanding  advances for the Purchase  Price of the
Clients  Accounts  shall bear  interest  at the  Default  Rate  rather  than the
Interest  Rate.  Any Over advance Loan,  if requested,  will only be made at the
sole discretion of BLN.

     2.17 BLN shall generate a statement of account/s  monthly on advances/loans
and such  statement/s  shall be binding upon client absent a manifest error with
respect to amounts  due BLN for loans or advances  made by BLN to Client.  These
statements  shall be binding  evidence as to amount of our outstanding  loans or
advance/s  by BLN to client by ledgering  advances  made by BLN,  collection  of
accounts,  payments  and  certain  fees  generated  from time to time or as they
occur.  These ledgers  shall be deemed a true and accurate  accounting of monies
due by client to BLN,  unless  Client  notify BLN in  writing  within 30 days of
receipt  of  statement  or no later than 45 days from the last entry date on any
given monthly statement.  Furthermore, BLN and Client collectively agree that no
note or notes are needed by BLN to evidence  client's  indebtedness to BLN. That
the accounting with respect to advances,  principal balances, interest, fees and
other charges on the ledgers  created and generated by BLN and/or paid by client
monthly  shall be deemed true and accurate  unless  Client notify BLN in writing
within 45 days after any given month.  Lastly,  any  interest or loan  statement
that is paid by client as  submitted  by BLN shall be deemed true and  accurate,
and shall only be subject to future  adjustment  by BLN at its sole  discretion,
subject  to  any  material  mistake/error  by  BLN  respect  to  the  statements
computation. Client shall pay BLN the first day of each month or upon demand for
any and all fees, interest or other charges  generated/created  during the month
on our  account/s  outstanding  with BLN  whether it be from  loans or  advances
secured and against receivables,  inventory, equipment or purchase orders unless
stated other wise in this agreement in specific numbered sections.

     2.18 BLN  shall  have the right to  verify/contact  directly  (either  in a
written  format , by  telephone,  in person or by email) any and/or all  account
debtors  and all  accounts,  irrespective  if BLN made an advance  against  said
account/s.,  said verification  shall allow BLN to check validity,  accuracy and
correctness  of  billing/invoicing  and to verify if in fact account  debtor has
received  actual  invoice/billing  and has in placed same into their  respective
accounting/payable  system/s.  Furthermore, In the event of a dispute or problem
Client will  notify BLN  promptly of such  dispute  and will  handle/settle  all
Customer  Disputes on a timely basis,  but BLN shall have the right at all times
to do so  directly  and to  compromise,  adjust,  verify  or  litigate  all such
Customer  Disputes for any and all invoices  that remain unpaid 30 days past the
due date or for any invoice that is disputed (via verification by BLN) of/by the
client's individual account debtor . If a Customer Dispute exists or is asserted
with regard to any  Receivable,  or if Client shall  breach any  representation,
warranty or covenant with respect to any Receivable,  BLN may charge back to our
account the gross amount of such  Receivable,  as well as all other  Receivables
owing by the same  Customer.  BLN may charge back to our account at any time any
Receivable,  whether  before or after its due date.  A  chargeback  shall not be
deemed a reassignment  or sale of the  Receivable,  and title thereto and to the
goods  represented  thereby  shall  remain  vested in BLN  until  BLN  execute a
reassignment.  All  returned,  replevied,  and  reclaimed  goods coming into our
possession shall be held in trust by Client for BLN

     2.19 BLN has  proposed/agreed  to lend up to 50%  (Fifty  Percent)  against
acceptable  finished  goods and raw  materials  of Client from time to time,  as
determined  by BLN and subject to the Client  keeping  good,  current,  true and
accurate  records of Client's  inventory with respect to type,  costs,  quality,
quantity and location of such  goods/inventories.  Client at all times will make
available to BLN any and all of its books and records with respect to the price,
costing,  location and accounting of its inventory  during normal business hours
and  days.  BLN shall  have the  further  right and  Client  shall  provide  all
reasonable  help  when/where  needed  and  requested  by BLN to  locate,  visit,
inspect,  identify,  cost and count such  inventory  where ever located.  Client
shall keep track of all costs, price,  withdrawals and additions of inventory on
a daily and perpetual basis and make such record keeping available to BLN during
all normal  business  hours days.  Client further agrees to insure the inventory
for not less than the amount of BLN  loan/line  of $ None Client will notify BLN
promptly of any negative material  damages,  changes or shortages that may occur
from time to time with respect to the inventory or any material change affecting
its  salability.  Client agrees it will only sell inventory in its normal course
of  business to its  normal/established  client/customer  base.  Client will not
allow any party other than BLN to place a lien on Client's inventory or suffer a
judgment  against same.  BLN shall  generate and provide  Client with a separate
monthly statement  listing/recording  all  loans/advances,  payments,  interest,
fees,  and expenses it made/makes  to Client with respect to Client's  inventory
and  Client  shall pay same by the 15th of the month  that  said  statement  was
generated by BLN.

                                       6
<PAGE>
                                    ARTICLE 3

           GRANT OF SECURITY INTEREST, CROSS COLLATERAL-CROSS DEFAULT
                             AND SPECIAL PROVISIONS

     3.1 In order to secure the  prompt  payment  and  performance  of  Client's
Obligations  hereunder,  Client  hereby,  upon the  terms  hereof  and for value
received,  grants  to BLN a  security  interest  in and a right of  setoff  with
respect to the following assets of Client:  all accounts,  accounts  receivable,
chattel paper (whether  tangible or  electronic),  contracts and contract rights
(including,  without limitation, all Customer's rights in purchase orders in the
assets  sold  and  assigned),  documents  (including,  without  limitation,  all
Customer's  bills of  lading  and  proof of  delivery),  instruments  (including
without  limitation,   promissory  notes),  inventory,   equipment,   investment
property,  real property,  letter of credit rights,  letters of credit,  and all
general  intangibles  (including  without  limitation,  payment  intangibles and
software),  all Reserves in which Client has any interest or which are to become
due and payable to Client, and all books and records of Client (whether tangible
or electronic)  relating to the assets set forth herein,  whenever  acquired and
whether  now  or  hereafter  existing,   wherever  located  (all  of  which  are
hereinafter  collectively  called  "Collateral") and all proceeds of Collateral.
All terms not  defined in this  subsection  shall have the  meaning set forth in
Revised  Article 9 of the  Uniform  Commercial  Code as  adopted in the State of
Illinois.

     3.2  All of the  foregoing  Collateral  shall  secure  the  payment  of all
Obligations at any time owing to BLN, fixed or contingent  whether arising under
this Agreement or by operation of law or otherwise.  BLN is expressly authorized
at any time to charge to Client (and  against any credit  balance on BLN's books
in Client's favor, whether matured or unmatured) the amount of any or all of the
Obligations.  Client  shall pay to BLN on demand  any debit  balance at any time
existing in Client's Blocked  Accounts.  Client shall execute and deliver to BLN
such  other  documents  and  instruments,  including,  without  limitation,  UCC
financing  statements  or  amendments,  as BLN may request from time to time. In
addition,  Client hereby  authorizes BLN to file financing  statements under the
UCC, with respect to the above  Collateral.  Client agrees that it will not lend
any sum of money  whatsoever to any individual or entity,  nor act as guarantor,
surety or endorser without BLN's prior written consent.

     3.3 Client agrees that,  with respect to the security  interest  granted by
this Agreement, BLN shall have all of the rights and remedies of a secured party
as provided by the UCC in addition to any and all remedies provided by any other
applicable law and all rights and remedies provided for by this Agreement and by
any other  agreement  it being  understood  that the  security  interest  hereby
secures  any and all  present  and  future  Obligations  of Client to BLN.  With
respect to all of the  Collateral in which a security  interest is granted under
the terms of this Agreement, Client agrees:

          A. to keep it free  from all  taxes,  liens and  encumbrances.  Client
     agrees  to  notify  BLN in  writing  immediately  upon any  notice of lien,
     seizure of, levy upon or  attachment  of the  Collateral  and Client hereby
     indemnifies BLN against any of the same; and

          B. to keep all tangible Collateral in good order and working condition
     to maintain and operate it in strict  compliance with all laws,  ordinances
     and regulations  pertaining thereto,  and Client hereby indemnifies,  holds
     harmless  and insures BLN against any loss,  damage or  destruction  of the
     Collateral regardless of the cause of such damage, loss or destruction.  No
     damage, destruction or loss of the Collateral shall release Client from any
     obligation to BLN, and in the event of the loss, destruction or substantial
     damage to the  Collateral  which puts the  Collateral in  non-operating  or
     unusable or  un-salable  condition  (except for minor  repairs which Client
     shall at once proceed to make,  including the  replacement of minor parts),
     all of the  Obligations due from Client to BLN shall at once become due and
     payable as if originally  agreed to be paid  immediately.  Client agrees to
     notify BLN in writing  immediately  upon the occurrence of any such damage,
     loss or  destruction  without  regard to the cause of such damage,  loss or
     destruction; and

          C. to insure all tangible  Collateral  for an amount at least equal to
     its  replacement  cost value against loss by fire,  theft or other casualty
     with a reasonable insurance company acceptable to BLN with proceeds of such
     policy or  policies  payable to BLN  and/or  Client as their  interest  may
     appear; and

          D. not to sell, pledge, hypothecate or assign any of Client's interest
     in any of the  Receivables  or other  Collateral  without the prior written
     consent of BLN.

     3.4 In order to  facilitate  the  terms of this  Agreement,  Client  hereby
authorizes  and  appoints  BLN as its lawful  attorney-in-fact  to  collect  and
receive all payments  from all  Customers and to exercise at any time any of the
following  powers:  (i) to  receive,  endorse,  and  deposit  in BLN's  name all
payments  received  from  Customers;  (ii) to transmit to any party  notice that
Client  has  granted  BLN a security  interest  in the  Receivables  or that any
Receivable  has been sold to BLN; (iii) to institute any  proceedings  deemed by
BLN necessary to effect collection of any Receivable; (iv) to sign Client's name
on any financing statement,  or any amendment or continuation  statement thereto
with respect to any Receivable;  and (v) to take any action deemed reasonable to
fulfill the terms of this Agreement.

     3.5 At the request of BLN at any time and from time to time,  Client shall,
at its  expense,  duly  execute and  deliver,  or cause to be duly  executed and

                                       7
<PAGE>
delivered, such further agreements,  documents and instruments,  and do or cause
to be done such further acts as may be necessary or proper to evidence, perfect,
maintain  and enforce the  security  interests  and the priority of the security
instruments. Where permitted by law, Client at any time hereby authorizes BLN to
execute, if required,  and file one or more UCC financing statements signed only
by BLN.

     3.6 ACH or Wire  Transfer  Authorization.  In order to  satisfy  any of the
Obligations of Client,  Client  authorizes BLN to initiate  electronic  debit or
credit entries through the ACH or Wire Transfer system to the Blocked Account.

     3.7 IT IS EXPRESSLY  UNDERSTOOD BY CLIENT THAT ANY AND ALL LOANS,  ADVANCES
AND/OR SPECIAL  ADVANCES MADE TO, FOR AND/OR ON BEHALF OF CLIENT HEREUNDER SHALL
BE CROSS COLLATERALIZED AND CROSS DEFAULTED.

     3.8 IT IS EXPRESSLY  UNDERSTOOD BY CLIENT THAT NO NOTE OR NOTES OF ANY KIND
OR NATURE ARE NEEDED AND/OR  REQUIRED  (OTHER THAN THOSE THAT MAYBE  REQUIRED BY
LAW) OF BLN BY CLIENT TO EVIDENCE  BLN LOANS AND OR  ADVANCES.  THAT THE VARIOUS
LOAN LEDGERS CREATED MONTHLY BY BLN, SHOWING PRINCIPAL AND INTEREST CALCULATIONS
WHICH ARE  UPDATED BY BLN FROM TIME TO TIME SHALL BE BINDING ON THE CLIENT  WITH
RESPECT TO MONIES OWED BY CLIENT TO BLN,  WITH RESPECT TO  PRINCIPAL,  INTEREST,
FEES AND ANY OTHER CHARGES AS CALLED FOR IN THIS AGREEMENT.

                                    ARTICLE 4

                  REPRESENTATIONS AND WARRANTIES AND COVENANTS

     4.1 Client warrants that all Receivables are, and at the time of assignment
to BLN, will be BONA FIDE and existing  obligations of the Customers arising out
of the sale of goods and/or the rendition of services in the ordinary  course of
Client's  business,  free  and  clear  of  all  liens,  security  interests  and
encumbrances;  that all  Receivables  are and will be owned  and owing to Client
without any  Dispute;  and that Client is now, and shall at all times during the
term of this  Agreement,  solvent and,  fully  authorized to assign and sell the
Receivables to BLN hereunder  without any  restriction of any kind and grant BLN
the security interests described herein.

     4.2 Client shall, for each year this Agreement  remains in effect,  provide
BLN with a copy of its financial  statements which shall be prepared as required
in  Section  6 and be pre  AND  pared  in  accordance  with  generally  accepted
accounting  standards  reflecting the financial  condition of Client  including,
without limit, balance sheet and income/loss  statements and shall provide these
financial  statements not later than one hundred twenty (120) days after the end
of its fiscal year and within sixty (60) days after the end of each quarter. All
accountants  providing such annual financial  statements must be approved by BLN
in its sole  discretion.  Client  also  agrees to furnish  BLN copies of Federal
Income Tax returns  within one hundred  twenty (120) days  following  the end of
Clients fiscal year (plus extensions). Client shall also provide each Guarantors
financial  statement,  in form acceptable to BLN, and each Guarantors tax return
within one hundred (120) days after the end of the client's fiscal year.  Client
shall also furnish or cause to be furnished to BLN such budgets, projections and
other  information  respecting the business of the Client, as BLN may, from time
to time, reasonably request.

     4.3 Client shall  reimburse  BLN for any costs or expenses  incurred by BLN
for any  reports  from Dun &  Bradstreet  or any other  credit-reporting  agency
concerning  Customers or Client,  which may be required at BLN's sole discretion
from time to time.  Client shall reimburse BLN for all fees or expenses incurred
by BLN for wire transfers or other  delivery  charges on items shipped to Client
if  requested  by  Client  and for all fees and  expenses  with  respect  to the
collection of the Receivables.  Client shall pay to BLN on demand for all costs,
expenses,  filing  fees  and  taxes  paid or  payable  in  connection  with  the
preparation,   negotiation,  execution,  delivery,  recording,   administration,
collection,  liquidation,  enforcement  and  defense of the  Obligations,  BLN's
rights in the Receivables, in the other Collateral, this Agreement and all other
documents  executed in connection  herewith or therewith and the consummation of
the  transactions   contemplated   hereby  and  thereby,   and  any  amendments,
supplements  or consents  which may  hereafter  be  contemplated  whether or not
executed)  or  entered  in  respect  hereof  and  hereof,   including,   without
limitation,

     a) all  costs  and  expenses  of filing  or  recording  (including  Uniform
Commercial Code financing  statement filing taxes and fees,  documentary  taxes,
intangibles taxes and mortgage recording taxes and fees, if applicable); (b) all
insurance  premiums,  appraisal  fees and search fees; (c) costs and expenses of
remitting  loan  proceeds,  collecting  checks and other items of  payment,  and

                                       8
<PAGE>
establishing and maintaining the Blocked Account and any lockbox,  together with
BLN's customary charges and fees with respect thereto; (d) costs and expenses of
preserving and protecting the Collateral;  (e) costs and expenses including but,
not limited  attorney's  fees and/or  accountant fees and/or fees related to the
appraisal of any BLN's  Collateral paid or incurred in connection with obtaining
payment of the Obligations,  enforcing the security  interests and liens of BLN,
selling or otherwise realizing upon the Collateral,  and otherwise enforcing the
provisions of this Agreement or defending any claims made or threatened  against
BLN arising out of the transactions  contemplated  hereby and thereby (including
preparations  for  and  consultations  concerning  any  such  matters);  (f) all
out-of-pocket  expenses  and costs  heretofore  and from time to time  hereafter
incurred  by BLN  during  the  course  of  periodic  field  examinations  of the
Collateral  and  Client's  operations,  plus a per  diem  charge  at the rate of
$900.00 per person per day for BLN's examiners in the field and office;  (g) the
fees  and  disbursements  of  counsel  (including  legal  assistants)  to BLN in
connection with any of the foregoing;  and (h) all costs, expenses,  filing fees
and  taxes  paid or  payable  by BLN in  connection  with  the  collection,  the
liquidation, the enforcement and defense of the Obligations, BLN's rights in the
Collateral,  this  Agreement,  and  all  other  documents  related  herewith  or
therewith, and the Receivables.

     4.4 Client shall  execute any documents at present or which may be required
in the future to evidence  this  transaction  as may be required by BLN or BLN's
counsel  and/or to execute all reasonable  documentation  in the future that may
not have been  obtained  from  Client by BLN at the time of  closing  that maybe
required by BLN to maintain its security interest or to continue funding Client.

     4.5 With  respect  to each  Receivable:  (a)  Client's  principal  place of
business and Client's books and records  relating to the Receivables are located
at the address set forth on page one of this  Agreement;  (b) Client is the sole
owner of each  Receivable,  free and clear of all liens  and  encumbrances,  and
Client will not assign, sell, transfer,  pledge, grant a security interest in or
encumber or otherwise  dispose of or abandon any part or all of the Receivables;
(c)  Client  has  made  proper  entries  in its  books  disclosing  the  sale of
Receivables  to BLN;  (d) each  Customer  has legal  capacity to contract and is
indebted to Client in the amount  indicated in Client's  books and records;  (e)
each  Receivable  is valid,  legally  enforceable,  and  represents  a bona fide
undisputed  indebtedness;  (f) no  Receivable  is subject to any valid  defense,
offset, contra,  counterclaim allowance, or is contingent;  (g) each Customer is
solvent,  and each  Receivable  will be paid in full on or before  its  maturity
date; (h) no agreement for any deduction or allowance of any kind exists or will
be made by Client;  (i) all information  appearing in Client's books and records
relating  to each  Receivable  is true  and  correct  in all  respects;  (j) all
signatures and endorsements  appearing on the invoices and documents relating to
the  Receivables  are  genuine,  and all  signatories  and  endorsers  have full
capacity  and  authority   and  were  fully   authorized  to  contract  for  the
Receivables;  (k) the Customer with respect to all Receivable either assigned or
purchased is not, nor shall not be, a Related Person, nor is money, materials or
labor which would  constitute an offset or a reduction in the amount due against
any account assigned or purchased by BLN, in the event that the foregoing should
arise client shall notify BLN  immediately  of such  potential  offset or event.
Client will assign and sell to BLN all of its receivables and will not assign or
sell to any other party,  nor will it retain any of its  Receivables  and (l) to
the extent that any  Receivable  constitutes  a retail  sale to a Customer,  the
Customer has executed a consumer finance agreement in a form previously approved
by BLN.

     4.6 Client will  maintain  books and records in accordance  with  generally
accepted accounting principles  consistently applied. BLN shall have full access
to,  and the right to audit and make  copies  from  Client's  books and  records
relating to  Receivables  or this  Agreement.  In  addition  to the  information
requested  in  Section  4.2 above,  Client  will  furnish to BLN such  financial
statements and other information  regarding Client's business affairs as BLN may
request.  Futhermore,  Client's  balance  sheets  and  statements  of income and
retained  earnings,   and  all  accompanying  financial  information  heretofore
furnished to BLN by us, are  complete  and correct in all material  respects and
fairly  represent  our  financial  condition  as at the dates of said  financial
statements  and the results of its  operations  for the  periods  ending on said
dates.  Since  the  date of the  latest  of such  statements  there  has been no
material  adverse change in our financial  condition from that set forth in said
balance sheets as at that date. No information,  exhibit, or report furnished by
Client to BLN in connection with the negotiation of this Agreement contained any
material  misstatement  of fact or omitted to state a material  fact or any fact
necessary to make the statement  contained  therein not  materially  misleading.
Client has /will  satisfied all judgments and are not in default with respect to
any  judgment,  writ,  injunction,  decree,  rule,  or  regulation of any court,
arbitrator,  or federal,  state,  municipal,  or other  governmental  authority,
commission,  board,  bureau,  agency, or  instrumentality,  domestic or foreign.
Lastly,  client  has /will  file all tax  returns  (federal,  state  and  local)
required  to be filed  and has paid all  taxes,  assessments,  and  governmental
charges and levies thereon due, including interest and penalties

     4.7 Nothing in this Agreement shall be construed to constitute BLN as agent
for Client or to obligate BLN to assume any of Client's obligations with respect
to any Receivable. BLN shall not assume or create any liability for any error or
omission  or delay  occurring  in a  settlement,  collection  or  payment of any
Receivable.  Notwithstanding  the  foregoing,  if Client  fails to  perform  any
obligation  that  Client  was  required  to  perform  in order to  maintain  the
obligation of a Customer to make  payments on a  Receivable,  BLN may perform or
retain  others to perform  such  obligation,  at Client's  sole expense and such
expense shall constitute part of Client's Obligations described hereunder.

     4.8 Client shall  reimburse BLN on demand for all costs  incurred by BLN in
the enforcement  for payment of the Receivables all fees,  costs and expenses of
any kind and nature  which BLN may incur in the filing  notices,  making lien or

                                       9
<PAGE>
title examinations protecting,  maintaining,  preserving or enforcing agreements
relating to the Receivables or any other matters related to this Agreement which
shall be added and deemed part of Client's Obligations hereunder.

     4.9  Client  will  not (a) sell any of its  assets  other  than the sale of
inventory  in the ordinary  course of business;  (b) encumber or grant a lien on
any of its  assets,  other  than the lien in favor of BLN;  (c)  incur,  create,
assume,  become or be liable in any manner with  respect to, or permit to exist,
any obligations or indebtedness,  except:  (i) the  Obligations;  and (ii) trade
obligations  and normal  accruals in the ordinary course of business not yet due
and payable;  (d)  directly or  indirectly,  make any loans or advance  money or
property  to any  Person,  or invest in (by  capital  contribution,  dividend or
otherwise)  or  purchase or  repurchase  the stock or  indebtedness  of all or a
substantial part of the assets or property of any Person, or guarantee,  assume,
endorse,  or otherwise  become  responsible  for  (directly or  indirectly)  the
indebtedness, performance, obligations or dividends of any Person or agree to do
any  of the  foregoing;  or (e)  directly  or  indirectly,  declare  or pay  any
dividends  on account  of any shares of class of capital  stock of Client now or
hereafter outstanding,  or set aside or otherwise deposit or invest any sums for
such purpose,  or redeem,  retire,  defease,  purchase or otherwise  acquire any
shares of any class of  capital  stock (or set  aside or  otherwise  deposit  or
invest any sums for such purpose) for any consideration  other than common stock
or apply or set apart any sum, or make any other  distribution  (by reduction of
capital or  otherwise)  in respect of any such  shares or agree to do any of the
foregoing.

     4.10 Client shall not,  directly or  indirectly,  (a) merge into or with or
consolidate  with any other  Person or permit any other  Person to merge into or
with or consolidate with it; or (b) sell, assign,  lease,  transfer,  abandon or
otherwise dispose of any stock or indebtedness to any other Person or any of its
assets to any other Person except for sales of inventory in the ordinary  course
of business;  or (c) form or acquire any additional  subsidiaries;  (d) wind up,
liquidate or dissolve;  (e) agree to do any of the foregoing;  or (f) change its
name,  state  of  organization,  type of  organization  or the  location  of its
business,  without in any and/or all events as hereinbefore  set forth providing
BLN with at least thirty (30) days prior written notice.

     4.11 Client shall not, directly or indirectly,  open, establish or maintain
any deposit  account,  investment  account or any other account with any bank or
other  financial  institution,  other than the Blocked  Account and the Client's
operating account and payroll tax account as set forth in this agreement, except
as to any new or  additional  Blocked  Accounts and other such new or additional
accounts  which  contain  any  Collateral  or proceeds  thereof,  with the prior
written  consent  of BLN and  subject  to  such  conditions  thereto  as BLN may
establish.

     4.12 The  Receivables  being advanced  against (i) are genuine,  are in all
respects  what they  purport to be, and are not  evidenced  by a judgment;  (ii)
represent  undisputed,  bona fide transactions  completed in accordance with the
terms and  provisions  contained in the documents  delivered to BLN with respect
thereto;  (iii) the  amounts  shown on our books and  records  and all  reports,
invoices and statements  which may be delivered to BLN, in written or electronic
form, with respect  thereto are actually and absolutely  owing to Client and are
not in any way  contingent;  (iv) no  payments  have  been made or shall be made
thereon except payments immediately delivered to BLN pursuant to this Agreement;
(v) there are no set-offs,  counterclaims, or disputes existing or asserted with
respect thereto and Client have not made any agreement with any Customer for any
deduction  there from except for trade  discounts  which  discounts  if made are
reflected in the calculation of the face value of the respective invoice related
thereto;  (vi) there are no facts, events or occurrences which in any way impair
the validity or  enforcement  thereof or tend to reduce the amount payable there
under as shown on our books and records and all reports, invoices and statements
delivered to BLN with respect thereto;  (vii) to the best of our knowledge,  all
Customers  have the capacity to contract  and are  solvent;  (viii) the services
furnished  and/or  goods sold giving  rise  thereto are not subject to any lien,
claim,  encumbrance or security  interest except your security  interests;  (ix)
Client have no  knowledge  of any fact or  circumstance  which would  impair the
validity or collect ability thereof; and (x) to the best of our knowledge, there
are no  proceedings  or actions  which are  threatened  or pending  against  any
Customer which might result in any material  adverse  change in such  Customer's
financial condition.

     4.13 List of all of Client's present trade and fictitious names:

          LASALLE BRANDS CORPORATION

     4.14  List of all of  Client's  former  trade,  fictitious  and  corporate,
limited liability company or partnership (as applicable) names:

          DINER'S ACQUISITION CORP.

          CREATIVE EATERIES CORPORATION

          ULTRAGUARD WATER SYSTEMS, INC.

     4.15 Client is a corporation,  limited liability company  proprietorship or
limited  partnership (as applicable) duly organized,  validly  existing,  and in
good  standing  under  the laws of the  State of  Nevada  and has the  power and

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authority to enter into and perform all of our obligations  under this Agreement
and all other documents and instruments now or hereafter  executed in connection
with this Agreement.  Furthermore,  the undersigned Scott Campbell certifies and
states to BLN, that he is the President  and Chief  Executive  Officer of Client
and a principal and has obtained or will have obtained all the needed  authority
and consents to enter into and obligate  Client under this entire  agreement and
all its provisions, herein. Furthermore, he may obtain new or additional funding
for Client from time to time in the future and had/has full corporate as well as
all the necessary authority to pledge all assets of Client to BLN and all of the
related underlying collateral. He has reviewed this Agreement with the necessary
parties  and all  other  related  documents  and is  familiar  with  same and in
agreement that client will comply with the provisions within this agreement.

     4.16 The  execution,  delivery and  performance by Client of this Agreement
and all other  related  documents  have been duly  authorized  by all  necessary
corporate,  limited liability company or partnership (as applicable)  action and
will not violate any provision of law or of our charter or bylaws or partnership
or operating agreement, as applicable,  or result in the breach of or constitute
a default or require any consent  under,  or result in the creation of any lien,
charge,  or  encumbrance  upon any of our  property  or assets  pursuant  to any
indenture  or other  agreement or  instrument  to which Client are a party or by
which Client or our property may be bound or affected.

                                    ARTICLE 5

                       TERM, DEFAULT AND DEFAULT REMEDIES

     5.1 Client will notify BLN  promptly of and settle all Disputes at Client's
cost and expense,  including  attorneys'  fees, and Client will pay BLN promptly
the amount of the Receivables  affected thereby.  However, if any Dispute is not
settled by Client within ninety (90) days of the date of the invoice  evidencing
the  Receivable as shown on its face,  or within such shorter  period as BLN may
determine,  BLN may  settle,  compromise  or litigate  such  Dispute in BLN's or
Client's name upon such terms as BLN in BLN's sole  discretion  deems  advisable
and for Client's account and risk. BLN may also, in BLN's discretion and without
notice to Client,  take possession of and sell any returned goods at such prices
and upon such terms, as BLN deems advisable. BLN may charge any deficiency,  and
all costs and expenses,  including reasonable  attorneys' fees,  associated with
the Disputed  Receivable to Client. In addition to all other rights to which BLN
is entitled under this  Agreement,  if there is any Dispute as to any Receivable
or if the Client is otherwise  obligated to repurchase the Receivable  under the
terms of Section 5.5 hereof,  BLN may at any time charge back the amount of such
Receivable  to Client.  BLN may also  charge  back the amount of any  Receivable
which is not paid to BLN at  maturity  due to acts of God,  war,  civil  strife,
currency  restrictions,  foreign  political  impediments or the like. The charge
back of a Receivable shall not constitute a reassignment of the Receivable,  and
title  thereto and to the goods  represented  thereby shall remain vested in BLN
until all  Obligations  relating  to such  Receivable  are paid in full.  If any
Receivable  remains  unpaid  after ninety (90) days from the date of the invoice
evidencing such Receivable, such Receivable shall be deemed to be in Dispute.

     5.2 In the event of any breach by Client of any provision  hereof,  or upon
the termination of this Agreement,  Client will pay all Obligations  upon demand
unless such default or breach is expressly  waived by BLN.  Should BLN waive any
default  hereunder,  such waiver shall not be deemed to amend this Agreement and
constitute a waiver of any such subsequent similar event of default.

     5.3 Should a default  occur;  then,  in any such event,  BLN shall have the
right to terminate  this Agreement at any time without  notice.  Notwithstanding
any termination of this Agreement,  all rights and security interests  described
herein and all of the terms, conditions, and provisions hereof shall continue in
full force and effect until all  transactions  entered into prior to termination
have been fully  concluded and all  Obligations  have been paid in full.  Client
shall  pay to  BLN on  demand  the  amount  of  any  Obligations  arising  after
termination  of this  Agreement  and  payment  in full of the  Obligations  then
outstanding.

     5.4 Except as otherwise  provided  herein,  Client shall hold  harmless and
indemnify BLN for any liability under this  Agreement.  Should this Agreement be
terminated  by either  party for any reason BLN is  authorized  to withhold  all
Reserve  amounts  until the full  amount  of all  Receivables  purchased  by BLN
hereunder,  plus any other  Obligations that Client may owe hereunder,  has been
collected by BLN.

     5.5 Upon the occurrence of any Default,  without  further notice to Client,
BLN shall have the immediate  right to (i) cease  purchasing  Receivables;  (ii)
terminate this Agreement and enforce the liquidated  damages  provisions in this
agreement ; (iii) enforce against Client and any Guarantor  immediate payment of
all of  Client's  Obligations;  (iv)  collect  all  amounts due and owing on all
Receivables; (v) require Client to assemble the Collateral and make it available
to BLN at a place  designated by BLN; (vi) enter upon Client's  premises to take
possession  of the  Collateral;  and  (vii)  appropriate,  set off and apply the
Collateral  to the payment of Client's  Obligations  in such order and manner as
BLN in its sole discretion shall determine, or settle, compromise or release, in
whole  or in part,  any  amounts  owing  on the  Collateral,  or  prosecute  any
proceeding with respect to the Collateral,  or extend the time of payment of any
or all of the  Collateral,  or issue credits  regarding the  Collateral or sell,
assign and deliver the Collateral  (or any part  thereof),  at public or private
sale and apply the net cash proceeds  resulting  from the exercise of any of the

                                       11
<PAGE>
foregoing rights or remedies to the payment of the Obligations, in such order as
BLN in its sole discretion, may elect, and Client and any Guarantor hereof shall
remain liable to BLN for any deficiency.

     5.6 The initial term of this Agreement shall expire on March 15th, 2008 and
is subject to the early  termination  provisions  herein this  agreement  in the
event that  Client  decides  to  terminate  prior to the  foregoing  date.  This
Agreement  may be  extended  for up to (None)  months at the sole and  exclusive
option  of Client  by  written  notice  by  Client  to BLN.  Client  shall  deal
exclusively with BLN for funding its Receivables and other loans that maybe made
by and  between  BLN and  client  from time to time.  In the event  that  Client
extends this agreement for another six months with BLN no early  termination fee
shall apply to the extension.

     5.7 This  Agreement  may be  terminated  without  any cause (a) by BLN upon
giving Client  written  notice  stating a termination  date not less than ninety
(90) days after the date such notice is mailed or  dispatched,  or (b) by Client
giving BLN written notice  stating a termination  date not less than ninety (90)
days  after the date such  notice is  mailed or  dispatched.  In the event  that
Client  elects to terminate  this  Agreement on a date other than the end of the
initial  or a renewal  term,  Client  shall pay to BLN a  termination  fee in an
amount equal to the  Discount for each month or portion of a month  remaining in
the initial or renewal term.

     5.8  Notwithstanding  any termination,  all of the terms,  conditions,  and
provisions hereof shall continue in full force and effect until all transactions
entered into prior to termination  have been fully concluded and all of Client's
Obligations have been paid in full. After termination of this Agreement,  Client
shall pay to BLN on demand the amount of Client's  Obligations  then outstanding
and any of Client's Obligations arising thereafter.

     5.9 No Lien Termination  without Release.  In recognition of BLN's right to
have its  attorneys'  fees and other expenses  incurred in connection  with this
Agreement  secured  by the  Collateral,  notwithstanding  payment in full of all
Obligations by Client,  BLN shall not be required to record any  terminations or
satisfactions of any of BLN's liens on the Collateral  unless and until Complete
Termination has occurred.  Client understands that this provision  constitutes a
waiver of its rights under ss.9-513 of the UCC

     5.10 If a Default  occurs  hereunder,  BLN shall have the right at its sole
option to immediately  terminate this Agreement without notice to Client. If BLN
exercises such  termination  right, in addition to all other rights and remedies
BLN may have  hereunder and in addition to all of Client's  Obligations,  Client
agrees to pay to BLN upon  demand as  liquidated  damages,  a sum equal to Three
Percent  (3.00%)  per  month  of all  outstanding  loans/advances  and/or  other
indebtedness for each month or portion of a month remaining in the term.

     5.11 Waiver of Notice.  BLN'S FAILURE TO CHARGE OR ACCRUE  INTEREST OR FEES
AT ANY  "DEFAULT"  OR "PAST DUE" RATE SHALL NOT BE DEEMED A WAIVER BY BLN OF ITS
CLAIM THERETO.

     5.12 Client agrees that upon a Default, BLN may exercise and pursue any and
all  rights  and  remedies  available  to BLN  hereunder,  and  under  any other
documents and applicable law, including,  but not limited to, all the rights and
remedies of a secured party upon default under the Illinois  Uniform  Commercial
Code,  as amended  from time to time,  (whether or not such Code  applies to the
affected  collateral),  or  any  other  applicable  law.  The  proceeds  of  any
disposition  of the  collateral  described  in Section 5 hereof shall be applied
first toward all costs, expenses and attorney's fees incurred by BLN at any time
in the collection of the  Obligations  and in the protection and  disposition of
such  collateral,  and the  balance  shall  be  applied  toward  payment  of the
Obligations.  Any surplus Client remaining after any such  disposition  shall be
paid to us.  Client  agrees that Client shall remain  liable for any  deficiency
remaining  after  any such  disposition  and  shall  pay to BLN such  deficiency
forthwith.  To the extent that Client  lawfully  may,  Client  hereby agree that
Client will not invoke any law relating to the  marshalling of collateral  which
might  cause  delay in or impede  the  enforcement  of your  rights  under  this
Agreement  or under any  other  instrument  creating  or  evidencing  any of the
Obligations or under which any of the Obligations is outstanding or by which any
of the Obligations is secured or payment thereof is otherwise  assured,  and, to
the extent  that  Client  lawfully  may,  Client  hereby  irrevocably  waive the
benefits of all such laws.

                                    ARTICLE 6

         LOAN AND LINE AMOUNTS, GENERAL AND MISCELLANEOUS UNDERSTANDINGS

     6.1  CLIENT'S 'S AGGREGATE  OUTSTANDING  OBLIGATIONS  UNDER THIS  AGREEMENT
SHALL NOT EXCEED $200,000 AT ANY GIVEN TIME, WITHOUT BLN'S PRIOR WRITTEN CONSENT
WITH  SUB-LIMITS ON PURCHASE ORDER ADVANCES OF (NONE) AND INVENTORY  ADVANCES OF
NONE RESPECTIVELY.

     6.2 Facsimile  and  Electronic  Mail  transfer  between the parties of this
Agreement shall be deemed acceptable and binding including  signatures appearing
hereon as if the same was an original,  this shall also apply to monthly  client

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<PAGE>
loan ledgers.  Client agrees that, the client loan ledgers on all/various  loans
and account loan ledgers are in a form and  substance  acceptable  to client and
are in fact  true,  accurate  and the  delivery  of same  made be made by  mail,
facsimile or electronic mail transfer,  Client will notify lender by the fifteen
of the  following  month  if they did not  receive  billing/loan  statements  on
all/any loan.

     6.3 All exhibits to which  reference is made in this Agreement are intended
to be  attached  to  this  Agreement  and,  whether  or  not  so  attached,  are
incorporated herein by reference and made a part hereof.

     6.4 Any notice or communication required or permitted hereunder shall be in
writing,  and may be given by registered or certified mail or overnight  courier
service and, if given by registered or certified  mail,  same shall be deemed to
have been given and received  when a registered or certified  letter  containing
such notice properly addressed, with postage prepaid, is deposited in the United
States mail; if given by overnight courier service, shall have been deemed given
and received one business day after being  deposited with the overnight  courier
service and if given otherwise than by overnight courier service,  registered or
certified mail or by overnight courier service,  it shall be deemed to have been
given when delivered to whom it is addressed.  Any notice or communication shall
be given to the parties hereto at their following  addresses as outlined/written
on page 1 of this agreement.

Any party hereto may at any time, by giving ten (10) days' written notice to the
other party hereto, designate any other address in substitution of the foregoing
address to which such notice or communication shall be given.

     6.5 This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of Illinois  and the laws of the United  States of America
applicable to  transactions  in the State of Illinois.  This Agreement  shall be
deemed to be made and  delivered in the State of Illinois,  County of Cook,  and
shall be effective only when accepted by BLN in Chicago, Illinois.

     6.6 If any action is taken by BLN, in relation  to the  enforcement  of the
terms of this Agreement, Client shall pay, in addition to all damages allowed by
law and other relief, all court costs and reasonable attorneys' fees incurred by
BLN in  connection  therewith.  Such  amounts  shall be  included in the amounts
determined herein and considered Obligations of the Client.

     6.7 This Agreement, and all the terms,  provisions,  and conditions hereof,
shall be binding upon and shall inure to the benefit of the parties hereto,  and
their respective heirs, legal representatives, successors and assigns; provided,
however,  that  nothing  contained  herein  shall be  construed  to  permit  any
assignment otherwise prohibited by the terms of this Agreement without the prior
written consent of each of the parties hereto or their  permitted  successors or
assigns.

     6.8 THIS  WRITTEN  AGREEMENT  REPRESENTS  THE FINAL  AGREEMENT  BETWEEN THE
PARTIES AND MAY NOT BE  CONTRADICTED  BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS  OR
SUBSEQUENT  ORAL  AGREEMENTS  OF  THE  PARTIES.  THERE  ARE  NO  UNWRITTEN  ORAL
AGREEMENTS BETWEEN THE PARTIES. All prior agreements and understandings  between
the parties with respect to the transactions  contemplated hereby,  whether oral
or in writing,  are  superseded by, and are deemed to have been merged into this
Agreement unless otherwise expressly provided herein.

     6.9  Amendments  or  modifications  may be made to this  Agreement  only in
documents duly executed by all of the parties  hereto and any alleged  amendment
or  modification,  which is not so documented,  shall not be effecting as to any
party.

     6.10 This Agreement is intended to be performed in accordance with and only
to the extent permitted by all applicable laws ordinances, rules and regulation.
If any provisions of this Agreement or the application  thereof to any person or
circumstance  shall, for any reason and to any extent, be deemed  unenforceable,
such  unenforceability  does not  destroy  the  basis of the  bargain  among the
parties as expressed herein, the remaining  provisions of this Agreement and the
application  of such  provision to other persons or  circumstances  shall not be
affected thereby,  but rather shall be enforced to the greatest extent permitted
by law.

     6.11  Whenever  required by the  context,  as used in this  Agreement,  the
singular  number  shall  include  the plural and the neuter  shall  include  the
masculine or feminine gender, and VICE VERSA.

     6.12 Any paragraph headings appearing in this Agreement are for convenience
of  reference  only and are not  intended  or  limited or define the text of any
paragraph hereof.

     6.13 No person,  firm or other entity  other than the parties  hereto shall
have any rights or claims under this Agreement.

                                       13
<PAGE>
     6.14 The parties  hereto  covenant  and agree that they will  execute  such
other and further  instruments  and documents as are or may become  necessary or
convenient to effectuate and carry out the terms of this Agreement.

     6.15 No waiver of a breach or violation of any provision of this  Agreement
shall operate or be construed as a waiver of any  subsequent  breach or limit or
restrict any right or remedy otherwise available.

     6.16 The rights  and  remedies  expressed  herein  are  cumulative  and not
exclusive of any rights and remedies otherwise available.

     6.17 Upon the request of either party,  the other party hereto will provide
certified  copies of relevant  documents  evidencing  their authority to execute
this Agreement and to consummate the transaction described herein.

     6.18 Time is of the essence with regard to each of the  provisions  of this
Agreement.

     6.19 This  Agreement may be executed in any number of  counterparts  and by
different  parties  hereto  in  separate  counterparts,  each of  which  when so
executed and  delivered  shall be deemed to be an original and all of which when
so executed  and  delivered  shall be deemed to be an original  and all of which
counterparts taken shall constitute but one and the same instrument.

     6.20 Client and BLN  irrevocably  consent  and submit to the  non-exclusive
jurisdiction of the state courts of Cook County , Illinois and the United States
District  Court serving Cook County,  Illinois and waive any objection  based on
venue or FORUM NON  CONVENIENS  with  respect to any action  instituted  therein
arising  under  this  Agreement  or in any  way  connected  with or  related  or
incidental to the dealings of the parties hereto in respect of this Agreement or
the transactions related hereto or thereto, in each case whether now existing or
hereafter arising, and whether in contract, tort, equity or otherwise, and agree
that any dispute  with  respect to any such  matters  shall be heard only in the
courts described above (except that BLN shall have the right to bring any action
or  proceeding  against  Client  or its  property  in the  courts  of any  other
jurisdiction which BLN deems necessary or appropriate in order to realize on the
Collateral or to otherwise enforce its rights against Client or its property).

     (a) Client  hereby waives  personal  service of any and all process upon it
and  consents  that all such  service of process may be made by  certified  mail
(return  receipt  requested)  directed to its address set forth on the signature
pages hereof and service so made shall be deemed to be completed  three (3) days
after the same  shall  have been so  deposited  in the U.S.  mail,  or, at BLN's
option,  by service upon Client in any other manner  provided under the rules of
any such courts. Within thirty (30) days after such service, Client shall appear
in answer to such  process,  failing which Client shall be deemed in default and
judgment  may be entered by BLN  against  Client for the amount of the claim and
other relief requested.

     6.21 BLN shall not have any liability to Client (whether in tort, contract,
equity or otherwise) for losses suffered by Client in connection  with,  arising
out of, or in any way related to the transactions or relationships  contemplated
by this  Agreement,  or any act,  omission  or  event  occurring  in  connection
herewith,  unless it is  determined  by a final and  non-appealable  judgment or
court order binding on BLN, that the losses were the result of acts or omissions
constituting gross negligence or willful misconduct. In any such litigation, BLN
shall be entitled to the benefit of the rebuttable  presumption that it acted in
its sole discretion and with the exercise of ordinary care in the performance by
it of the terms of this Agreement.

     6.22  CLIENT  HAS  AGREED  TO REPAY  THIS  LOAN  AND  ADVANCE  AS  FOLLOWS:
$50,000.00  DOLLARS BY JANUARY 31,  2008,  $100,000.00  BY FEBRUARY 28, 2008 AND
$50,000.00  BY MARCH  15TH,  2008.  THE  FAILURE  OF  CLIENT  TO MAKE ANY OF THE
PAYMENTS ON A TIMELY BASIS SHALL CONSTITUTE A DEFAULT HEREUNDER.

ARTICLE 7

     7.1  CLIENT  AND BLN EACH  HEREBY  WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT

     RELATED OR INCIDENTAL  TO THE DEALINGS OF THE PARTIES  HERETO IN RESPECT OF
THIS  AGREEMENT  OR THE  TRANSACTIONS  RELATED  HERETO OR  THERETO  IN EACH CASE

                                       14
<PAGE>
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY
OR  OTHERWISE.  CLIENT AND BLN EACH  HEREBY  AGREES AND  CONSENTS  THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY AND THAT CLIENT OR BLN MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS
AGREEMENT  WITH ANY COURT AS WRITTEN  EVIDENCE  OF THE  CONSENT  OF THE  PARTIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set forth in the initial paragraph hereof.

                                     CLIENT:

                                     LASALLE BRANDS CORPORATION


                                     By: /s Scott Campbell
                                        ----------------------------------------
                                        SCOTT CAMPBELL

                                        ITS' CHIEF EXECUTIVE OFFICER

                                     ACCEPTED ON THIS THE
                                     ___ day of _______________, 2007
                                     in ________________, Illinois:

                                     BLN CAPITAL FUNDING, LLC

                                     By: /s/ Rodney Barrington
                                        ----------------------------------------
                                        RODNEY BARRINGTON

                                        Title: MANAGER

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