LOAN, SECURITY AND SERVICE AGREEMENT

Loan, Security and Service Agreement ("Agreement") made this 12th day of June
1998 between STERLING FINANCIAL SERVICES CO. ("Lender"), having an address at
500 Seventh Avenue, New York, NY 10018 and COOPERATIVE IMAGES, INC. and
ELECTIVE INVESTMENTS, INC (individually and collectively referred to as
"Borrower"), having their principal place of business at 210 West 4th Street,
East Stroudsburg, Pennsylvania 18301.

RECITAL

Borrower desires to obtain loans from Lender from time to time on a secured
basis, and Lender has agreed to do so, subject to and upon the terms and
conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the Recital and the mutual covenants
herein contained, Lender and Borrower agree as follows:

1.REVOLVING LOAN
1.1 Amount of Revolving Loan.

(a) During the term of this Agreement, provided there has not occurred an
Event of Default hereunder (as hereinafter defined) or an event which, with
the giving of notice or the lapse of time, or both, would become an Event of
Default hereunder, Lender will provide in its sole and absolute discretion, at
one time or from time to time, at the request of Borrower, loans to Borrower
on a revolving basis (the "Revolving Loan") in an aggregate amount up to
Borrower's Advance Limit (as hereinafter defined) from time to time in effect,
which Revolving Loan shall be payable at the earlier of (i) fifteen (15)
calendar days from demand by Lender or (ii) such other time as provided in
this Agreement. If the outstanding amount of the Revolving Loan shall exceed
the Advance Limit at any time, such excess shall be deemed secured by the
Collateral (as hereinafter defined) and shall be subject to the terms of this
Agreement.

(b)(i) Definition of Advance Limit. The term "Advance Limit" shall mean the
amount of the Revolving Loan which the Lender may, in its sole and absolute
discretion, from time to time make to Borrower, up to the lesser of One
Million Dollars ($1,000,000) or 85% of the principal amount of the Borrower's
"Eligible Receivables" (as hereinafter defined).

(ii) Lender shall have the right, from time to time, in its sole and absolute
discretion, to increase or decrease the amount of the Advance Limit; and the
Revolving Loan advanced on the basis thereof shall nevertheless be secured by
the Collateral and subject to the terms of this Agreement.

(iii) If at any time the Obligations (as hereinafter defined) exceed the
dollar amount specified in section 1.1(b)(i) above or if the ratio of Eligible
Receivables (as hereinafter defined) exceeds the percentage specified in
section 1.1(b)(i) above, Borrower shall, upon notification of such fact by
Lender, forthwith pay to Lender such amount as will reduce the Obligations to
the foregoing dollar amount or percentage of Eligible Receivables.

(c) Definitions of "Receivables", "Eligible Receivables" "Goods", "Military
Allotment Accounts", "Account Debtor", and "Military Account Debtor".

(i) The term "Receivables" shall mean all accounts, accounts receivable,
contract rights, chattel paper, and general intangibles as defined in the
Uniform Commercial Code of New York or of such other state the law of which
may be applicable, and, in addition, any and all obligations of any kind at
any time due and/or owing to Borrower and all rights of Borrower to receive
payment or any other consideration, including without limitation, consumer
obligations, consumer installment contracts, revolving credit obligations and
agreements, invoices, contract rights, choses-in-action, notes, drafts,
acceptances, instruments, and all other debts, obligations and liabilities in
whatever form owing to Borrower from any person, firm, governmental or taxing
authority, corporation or any other entity, including intercompany accounts
and notes receivable, all documents, contracts, invoices and instruments
evidencing or constituting the same, all security therefore, and all
Borrower's rights to goods, sold or unsold (whether delivered, undelivered, in
transit, returned, rejected by, or repossessed from customers), which may be
represented thereby, whether now existing or hereafter arising, together with
all proceeds and products of any and all of the foregoing. Receivables shall
include any of the foregoing now existing or hereafter created by Borrower or
acquired by Borrower from others.

(ii) The term "Eligible Receivables" shall mean the Receivables (a) as to
which Borrower has furnished to Lender adequate information at such times and
in such form as has been or, from time to time may be requested by Lender to
permit Lender to accept the Receivable as an Eligible Receivable, and (b)
which meet all of the following criteria on the origination date of the said
Receivables and continuing thereafter until collected, and (c) which are in
all other respects acceptable to Lender in its sole and unrestricted
discretion:

(a) Borrower is the sole owner of the Receivables, and has not sold, assigned,
mortgaged or hypothecated, nor released from Lender's security interest, all
or any portion thereof, nor are they subject to any claim, lien or security
interest of any persons or entities, including without limitation the United
States of America, any state, city, town, county, or other local governing
unit, or any agencies, authorities, or instrumentalities thereof, except as
disclosed on Schedule 5 annexed hereto and made part hereof;

(b) The Receivables shall be valid and legally enforceable, owing to Borrower
for the performance of services or the sale of goods arising in the ordinary
course of business, whether by Borrower or by others, for which Borrower has
delivered, or, at the time of origination of the said Receivables, if required
by Lender, will deliver to Lender invoices, billings and shipping documents
and other documents evidencing the obligation to pay the Receivables;

(c) No financing statement covering any Receivables or the proceeds thereof is
on file in any public office except in favor of Lender, and neither Borrower
nor Lender has received any notice of any proposed acquisition of a Receivable
or security interest therein, except as disclosed in Schedule 5 annexed hereto
and made part hereof;

(d) The Account Debtors (as hereinafter defined) obligated thereon shall
remain less than two (2) payments contractually delinquent.

(e) The Receivables are not subject to any offsets, credits, allowances,
counterclaims or adjustments due the Account Debtor except usual and customary
prompt payment discounts, nor has the Account Debtor returned the goods or
indicated any dispute or complaint concerning the goods;

(f) Borrower has not received any notice, nor has it any knowledge of any
facts, which adversely affect the credit of the account debtor; and

(g) Lender has not notified Borrower that either the Receivable or the Account
Debtor is not an Eligible Receivable.

(iii) The term "Goods" shall mean, in addition to the definition thereof
contained in the Uniform Commercial Code of the State of New York, consumer
goods, machinery and equipment, furniture, furnishings and fixtures, farm
products and inventory (including without limitation, all goods intended for
sale or lease, or to be furnished under contracts of service, work in process
and raw materials, and all materials and supplies of every nature used or
usable in connection with the packing, shipping, advertising, selling, leasing
for furnishing of such goods), all substitutions, accretions, component parts,
replacement parts, replacement thereof and additions thereto, as well as all
accessories, motors, engines, auxiliary parts used in connection with or
attached thereto and any packing material in which such Goods may be
contained, now owned or hereafter created or acquired and wherever located;

(iv) The term "Military Allotment Account" shall mean the account of a
Military Account Debtor (as hereinafter defined) for which a payroll allotment
is initiated by the Military Account Debtor to provide for the payment of the
Military Account Debtor's monthly obligation to Borrower.

(v) The term "Account Debtor" shall mean a person (other than Borrower or a
guarantor of the Obligations of Borrower) who is obligated on a Receivable.

(vi) The term "Military Account Debtor" shall mean an Account Debtor who is a
member of the United States Armed Forces and whose remaining enlistment term
in the armed forces exceeds the term of said Account Debtor's obligations to
Borrower on the date such obligations are incurred.

1.2 Interest Rate. The Revolving Loan shall bear interest during each calendar
month at a fluctuating interest rate per annum equal at all times to four
percentage points (4%) above the Base Rate (as hereinafter defined) of
interest in effect from time to time, each change in such fluctuating rate to
take effect simultaneously with the corresponding change in such Base Rate,
without notice to Borrower. In no event shall the interest be higher than the
maximum lawful rate. Interest shall be calculated on a daily basis upon the
unpaid balance with each day representing 1 /360th of a year.

1.3 Base Rate. For the purposes of this Agreement, the "Base Rate" is the base
rate of interest announced from time to time by Sterling National Bank. The
"Base Rate" in effect as of the date of this Agreement is 8.50%.

1.4 Payment of Interest. Lender shall send Borrower an invoice for interest on
the Revolving Loan at the end of each calendar month. Interest shall be due
and payable upon Borrower's receipt of said invoice. Any failure or delay by
Lender in presenting invoices for interest payments shall not discharge or
relieve Borrower of the obligation to make such interest payments. Lender may,
at its option compute the interest due from Borrower and (a) debit Borrower's
account with Lender for the amount of interest due, or (b) add the amount of
interest due to the Revolving Loan balance as of the last day of the preceding
month, or at any time thereafter, and said interest shall become part of the
principal balance owing.

1.5 Services of Lender and Service Charges.

(a) Lender shall provide installment payment books or periodic statements to
Account Debtors and shall post all payments received from Account Debtors to
Borrower's account. Lender shall provide Borrower with periodic reports
regarding assigned Collateral and the aging thereof, Account Debtor
delinquencies, advances made to Borrower and interest thereon, and the
application of collections of Receivables.

(b) Borrower shall pay to Lender a one-time $10.00 set up fee for each
Receivable and shall thereafter pay a monthly service charge to Lender of
$2.75 for each Receivable. Any Receivable which has a balance which is not
equal to zero shall be considered an active account for the purpose of
computing the service charge.

2. SECURITY INTEREST

2.1 Security Interest.

(a) As collateral security for (i) the due and punctual payment of the
Revolving Loan, all interest thereon, and any and all extensions, renewals,
substitutions and changes in form thereof; (ii) all Obligations (as
hereinafter defined); and (iii) all costs and expenses incurred or paid by
Lender to enforce its rights pursuant to this Agreement, the Relevant
Documents (as hereinafter defined) or otherwise (including without limitation
outside or in-house attorneys' fees), Borrower hereby pledges, transfers,
assigns, sets over and grants to Lender a first priority and continuing
security interest in the Collateral (as hereinafter defined) wherever located
and whether now existing or hereafter created or acquired-by Borrower, except
as may be set forth on Schedule 5 annexed hereto and made part hereof.

(b) Lender shall be under no obligation to proceed against any or all of the
Collateral before proceeding to collect the Revolving Loan and Obligations
directly from Borrower or any guarantor of Borrower.

2.2 Continuation of Security Interest. The security interest granted in this
Agreement shall continue in full force and effect until the Borrower has fully
paid and discharged all of the sums referred to in Subsection 2.1(a) hereof
and until this Agreement is terminated.

2.3 Definitions of "Obligations" Relevant Documents" and "Collateral".

(a) The term "Obligations" shall mean all indebtedness, obligations,
liabilities, and agreements of every kind and nature of Borrower to or with
Lender (including but not limited to the Revolving Loan) and to or with any
affiliate of Lender, or of any guarantor of Borrower's indebtedness,
obligations, liabilities and agreements to or with Lender, or to, or with any
affiliate of Lender, now existing or hereafter arising or acquired, and now or
hereafter contemplated, pursuant to this Agreement, the Relevant Documents (as
hereinafter defined) or otherwise, whether in the form of financing, letters
of credit, bankers acceptances, guarantees, loans, interest, charges,
overdrafts, expenses or otherwise, direct or indirect including without
limitation any participation or interest of Lender or of an affiliate of
Lender in any obligations of Borrower to others, acquired outright,
conditionally or as collateral security from another, absolute or contingent,
joint or several, matured or unmatured, primary or secondary, due or to become
due, liquidated or unliquidated, secured or unsecured, arising by operation of
law or otherwise, including without limitation any future advances, renewals,
extensions or changes in form of, or substitutions for, any of said
indebtedness, obligations or liabilities, the other sums and charges to be
paid to Lender pursuant to any other sections of this Agreement, and all
interest and late charges on any of the foregoing. "Obligations" shall further
include all charges and fees that Lender may have incurred in filing public
notices and any local taxes relating
thereto, all costs and expenses (including outside or in-house attorneys'
fees) incurred by Lender in efforts made to enforce payment or to otherwise
effect collection of any Receivables, in protecting, maintaining, preserving,
enforcing or foreclosing the pledge, lien and security interest in Receivables
of Lender hereunder, and in defending or prosecuting any actions or
proceedings arising out of or relating to Lender's transactions with Borrower,
through judicial proceedings or otherwise, all of which Borrower agrees to pay
as provided herein. If the Lender shall become liable to the United States of
America in relation to wages of employees of Borrower by virtue of Section
3505 of the Internal Revenue Code of 1954 (as added by Section 105 of the
Federal Tax Lien Act of 1966), whether or not such amount has been paid by
Lender, such amount shall be an Obligation by Borrower to Lender hereunder.
Borrower authorizes Lender to pay any such amount to the United States of
America on behalf of Borrower, but Lender shall not be obligated to do so or
continue to do so. Borrower authorizes Lender to pay to any landlord on behalf
of Borrower the amount of any statutory landlord's lien on premises on which
or in the contents of which Lender has an interest.

(b) The term "Relevant Documents" shall mean any and all documents arid
instruments now or hereafter executed or delivered by Borrower or any
guarantor of Borrower to Lender pursuant or incident to this Agreement or
otherwise.

(c) The term "Collateral" shall mean the following, whether now or hereafter
existing or created or now or hereafter acquired by Borrower:

(i) The Borrower's Receivables, as defined herein;

(ii) The Borrower's Goods, as defined herein;

(iii) Any claims of Borrower against third parties for
payment of any Receivable or for loss or damage thereto, or destruction
thereof, and all documents of title, insurance policies, certificates of
insurance, insurance proceeds, securities, chattel paper, and other documents
and instruments evidencing or pertaining to any of the foregoing; and all
files, correspondence, computer programs, tapes, discs and related data
processing software owned by Borrower, or in which Borrower has an interest,
which contain information identifying, referring to or relating to any one or
more of the items referred to in this Section 2.3(c), or to any account
debtor, which information shows the amounts owed by each, payments made
thereon, or otherwise is necessary or helpful in the realization thereon or
the collection thereof;

(iv) Any and all moneys, securities, drafts, notes, items, contract rights,
leases, personal property and general intangibles (including, without
limitation, all customer lists, credit files, supplier lists, catalogs,
formulations, manufacturing procedures, quality control procedures, product
specifications, sales materials, records and service marks, brand names,
patents, patent rights, patent applications, corporate names, franchises,
copyrights, licenses, permits, processes, trademarks, trademark rights, trade
names, trade name rights, trade styles, and trade secrets, together with the
goodwill of Borrower thereby represented);

(v) All other property of Borrower, now or hereafter held or received by or in
transit to Lender from or for Borrower, or which may now or hereafter be in
the possession of Lender, or as to which Lender may now or hereafter control
possession, by documents of title or otherwise, whether for safekeeping,
custody, pledge, transmission, collection or otherwise, and any and all
deposits, general or special, balances, sums, proceeds and credits of
Borrower, on the books of Lender or on the books of any affiliate of Lender,
and all rights and remedies which the Borrower might exercise with respect to
any of the foregoing but for the execution of this Agreement;

(vi) All renewals, substitutions, profits, accessions, accessories,
replacements, additions, proceeds and products of, to or for the Collateral,
including without limitation, the proceeds of any Receivable, without regard
to whether it is an Eligible Receivable; and

(vii) All property securing the obligations of any guarantor of the Borrower.

2.4 Further Assurances. Borrower shall take such steps and execute and deliver
such financing statements and other documents all in form and substance
satisfactory to Lender relating to the creation, validity, assignment or
perfection of the security interests provided for herein, under the Uniform
Commercial Code or other laws of the State of New York or of another state or
states as Lender may from time to time request. Borrower hereby constitutes
Lender and each of its officers, agents or designees as Borrower's Attorney in
Fact, with power to execute in Borrower's name and well as in Lender's name
and to file such financing statements and other documents. This power, being
coupled with an interest, is irrevocable while any Obligations shall remain
unpaid. Borrower authorizes Lender to file in its own name as secured party
any financing statement under-the Uniform Commercial Code which Lender deems
necessary or advisable to perfect the security interest which it is intended
that Lender have under this Agreement.

2.5 Delivery of Collateral. Upon written notice to Borrower, Borrower shall,
at its expense promptly deliver any or all Collateral not otherwise in the
possession or control of Lender to such place as Lender may designate.

3. REPRESENTATIONS AND WARRANTIES

Borrower, knowing and intending that Lender shall rely thereon in making the
loans contemplated by this Agreement, hereby represents, covenants and
warrants to Lender (which representations, covenants and warranties shall be
deemed to be incorporated by reference in each confirmatory assignment
submitted by Borrower to Lender and shall in any event be deemed to be
repeated and confirmed with respect to each Receivable as it is created or
otherwise acquired by Borrower) that:

3.1 Organization and Qualification.

(a) Borrower is and will continue to be duly organized and validly existing
and in good standing under the laws of the State in which Borrower is
incorporated, and is and will continue to be qualified and in good standing in
all jurisdictions wherein the character of the property owned or the nature of
the business transacted by Borrower makes licensing or qualification as a
foreign entity necessary.

(b) A true, accurate and complete copy of Borrower's valid resolution
authorizing the transactions contemplated herein, and Borrower's certificate
of incorporation and by-laws all as in effect on the date hereof and certified
by the Secretary of the Borrower, has been delivered to Lender.

3.2 Due Authorization; No Default; Compliance with Law.

(a) The execution, delivery and performance by Borrower of this
Agreement and the Relevant Documents have been duly authorized by all
necessary action on the part of Borrower; are not inconsistent with its
certificate of incorporation, by-laws and other governing documents; do not
contravene any law, governmental rule, regulation or order applicable to
Borrower; and do not and will not contravene any provision of, or constitute a
default under, any indenture, mortgage, contract or other instrument or any
order, writ, injunction or decree to which Borrower is a party or by which it
or its properties or assets are bound.

(b) This Agreement and the Relevant Documents, upon their execution and
delivery will constitute the legal, valid and binding agreements of Borrower,
enforceable in accordance with their terms.

(c) Borrower's conduct of its business, and all documents and procedures used
by Borrower in the conduct of its business, comply in all respects with any
and all federal, state or local laws and regulations applicable thereto. At
Lender's request, Borrower shall provide to Lender an opinion letter from
counsel in each jurisdiction where Borrower enters into retail installment
contracts for which payment is made, that such contract and method of payment
are valid and enforceable, and do not violate any federal, state or local laws
or regulations. The substance of each opinion letter shall be satisfactory to
Lender's counsel in its sole discretion.

3.3 No Governmental Consent Necessary. No consent or approval of, giving of
notice to, registration with or taking of any other action in respect of, any
governmental authority or agency is required with respect to the execution,
delivery and performance by Borrower of this Agreement and the Relevant
Documents.

3.4 No Proceedings. There are no actions, suits, or proceedings pending or
threatened against or affecting Borrower in any court or before any
governmental commission, board or authority.

3.5 Financial Statements.

(a) Subject to any limitation stated therein, all balance sheets, income
statements and other financial data which have been or shall hereafter be
furnished to Lender to induce it to enter into this Agreement, and to continue
to provide financing under this Agreement or otherwise in connection herewith,
now do and hereafter will truly and accurately represent the financial
condition of Borrower as at the respective dates thereof and the results of
its operations for the periods for which the same are furnished to Lender. All
other information, reports and other papers and data furnished to Lender are,
or will be at the time the same are so furnished, true, accurate and complete
in all material respects. All such financial statements and other information
have been prepared, or will have been prepared at the time of issuance, in
accordance with generally accepted accounting principles consistently applied
during all periods by certified public accountants acceptable to Lender.

(b) Except as shown on the most recent financial statements which have been
delivered to Lender and as set forth on Schedule 1 attached hereto and made
part hereof, Borrower and any guarantors of Borrower have no other liabilities
as of the date hereof.


3.6 Borrower's Solvency: Changes in Financial Condition. Borrower and all
guarantors of Borrower's Obligations are solvent and will remain so and have
induced Lender to make advances hereunder upon the written representations of
Borrower arid the guarantors of Borrowers concerning their financial
responsibility, which they agree to renew in writing to Lender upon request
from time to time, but in any event not less than once each year. No federal
tax lien has been assessed against Borrower or a guarantor of Borrower which
remains unpaid and undischarged. Borrower is not and will not be during the
term of this Agreement in default to the United States of America or to any
state in payment or deposit of any withholding taxes or F.I.C.A. taxes, and
will furnish proof in respect thereto on request. There has been no material
change in the financial condition of Borrower or of any guarantors of
Borrowers of Borrower since the date of their last financial statements which
have been delivered to Lender and are listed on Schedule 1 attached hereto and
made part hereof.

3.7 Receivables.

(a) Any list or schedule of Receivables delivered by Borrower to Lender at any
time shall be complete and shall contain an accurate aging of the Receivables
listed.

(b) At the time any Receivable becomes subject to a security interest in favor
of Lender. Said Receivable shall be a good and valid account representing an
undisputed, unconditional bona fide indebtedness incurred by the Account
Debtor named therein for merchandise sold and delivered, or if so indicated in
the papers delivered to Lender, sold and shipped, or sold and held subject to
delivery instructions, or for services theretofore fully performed by the
Borrower for said Account Debtor. There are and shall be no set-offs or
counterclaims or rights of recoupment against any such Receivable; no
agreement under which any deduction or discount may be claimed shall have been
made with Borrower on any such Receivable except as indicated in a written
list, statement, or invoice furnished to Lender; and Borrower shall be the
lawful owner of each such Receivable and shall have the right to subject the
same to a first and prior security interest in favor of Lender, without
limitation by any agreement or document to which Borrower is a party or by
which it is bound. No such Receivable shall have been or shall thereafter be
sold, assigned or transferred to any person other than Lender or in any way
encumbered except to Lender and no other person shall have proceeds claims
thereto, and the Borrower shall defend the same against the claims and demands
of all persons.

(c) All statements made and all unpaid balances appearing in the invoices,
documents and instruments representing or constituting any Receivable or in
the title retention or security agreement accompanying such Receivable, and
the
nature of the transaction as indicated, are true and correct and are in all
respects what they purport to be. All signatures and endorsements appear
thereon are genuine and all signatories and endorsers have full capacity to
contract.

3.8 Value of Goods. Borrower's Goods now are and shall continue to be usable
or saleable in the ordinary course of its business. Obsolete Goods, Goods
below standard quality and Goods in the process of repair have been written
down to realizable market value on Borrower's balance sheet, or adequate
reserves have been provided therefore, and the values carried on the balance
sheet are set at the lower of cost or market, in accordance with generally
accepted accounting principles consistently applied.

3.9 Taxes and Assessments. Borrower has paid and discharged when due, and
shall continue to pay and discharge when due, all taxes, assessments and other
governmental charges which may lawfully be levied or assessed upon its income
and profits, or upon all or any portion of any property belonging to it,
whether real, personal or mixed, to the extent that such taxes, assessments
and other charges have become due. Borrower has filed all tax returns,
federal, state, and local, and all related information, required to be filed
by it.

3.10 Location of Collateral. Schedule 2 to this Agreement accurately lists (a)
all lessors of property leased. by Borrower; (b) all mortgages of property
owned by Borrower; and (c) all premises where Collateral is or will be
located. Borrower will not remove any Collateral, or cause or suffer any
Collateral to be removed, from the premises listed on Schedule 2 except in the
ordinary course of Borrower's business or with Lender's prior written consent.

3.11 Other Liens. Borrower has good and marketable title to and owns all of
the Collateral free and clear of any and all liens, encumbrances or security
interests whatsoever, except (i) those encumbrances created pursuant to this
Agreement; and (ii) those encumbrances set forth on Schedule 5 annexed hereto
and made part hereof. None of the Collateral is subject to any prohibition
against encumbering, pledging, hypothecating or assigning the same or requires
notice or consent pursuant to Borrower's doing of the same to Lender.

3.12 Books and Records. Borrower maintains its books and records at the
address set forth in Schedule 4 annexed hereto and made part hereof.

3.13 Representations Covenants Warranties, and Statements True. Accurate and
Complete.
(a) None of the representations, covenants, warranties or statements made to
Lender in, or in connection with, this Agreement or the transactions
contemplated thereby, contains or will contain any untrue statement of a
material fact, or omits or will omit to state a material fact necessary in
order to make such statements true and correct in light of the circumstances
in which they are or will be made.
(b) All representations, covenants, warranties, representations, and
statements made herein or in the Relevant Documents by Borrower are, and will
be true, and accurate at all times.

3.14 Names: Locations of Offices. Schedule 4 annexed hereto and part hereof
sets forth a complete and accurate list of:
(a) All names by which the Borrower now is known or under which the Borrower
now is conducting business, including without limitation, all trade names, and
all names by which the Borrower has been known or under which the Borrower has
conducted business during the past ten years, including without limitation,
all trade names; and
(b) All offices and locations from which the Borrower conducts any of its
business or operations and its chief executive office if it has more than one
place of business.

4. AFFIRMATIVE COVENANTS

Borrower covenants and agrees that it will pay all Obligations when due. Until
payment in full of all Obligations and the termination of this Agreement,
Borrower covenants and agrees that it will:

4.1 Notify Lender. Promptly notify Lender if any one or more of the
representations and warranties made by Borrower in this Agreement or in any
Relevant Documents shall no longer be entirely true, accurate and complete or
upon the occurrence of, an Event of Default (as hereinafter defined).

4.2 Pay Taxes and Liabilities Comply with Agreements. Promptly pay when due
all indebtedness, sums and liabilities of any kind now or hereafter owing by
Borrower to any party however created, incurred, evidenced, acquired, arising
or payable, including income and excise taxes with respect to any of the
Collateral, or any wages or salaries paid or payable by Borrower or otherwise.

4.3 Observe Covenants etc. Observe, perform and comply with the covenants,
terms and conditions of this Agreement, the Relevant Documents and any other
agreement or document entered into between Borrower and Lender or any
affiliate of Lender

4.4 Maintain Corporate Existence and Qualifications Maintain preserve, in full
force and effect, its existence and rights, franchises, licenses
qualifications necessary to continue its business, and comply with all
applicable statutes, rules and regulations pertaining to the operation,
conduct and maintenance of its existence and business.

4.5 Information and Documents to be Furnished to Lender.
(a) Borrower shall notify Lender if any Receivable includes tax due to any
governmental taxing authority. If a Receivable includes a charge for any tax
payable to any governmental taxing authority, Lender is authorized, in
discretion, to pay the amount thereof for the account of Borrower and to
charge the amount of such payment to the Revolving Loan.
(b) Lender shall have the right at any time and from time to time to request
from obligors indebted on Receivables, in the name of Borrower or in the name
of Lender's or Borrower's accountants, information concerning any Receivable
and the amounts owing thereon. Borrower agrees to maintain books and records
pertaining to Collateral in such detail, form, and scope as Lender shall
require and to promptly notify Lender of any change of name or address of
Borrower or of the legal entity of Borrower, or of the partnership structure
of the Borrower or of the location of Collateral. Borrower shall mark
Borrower's ledger cards, books of account and other records relating to
Collateral with appropriate notations satisfactory to Lender disclosing that
they are subject to Lender's security interest. All records, ledger sheets,
correspondence, invoices, delivery receipts, documents and instruments
relating to Collateral shall be delivered to Lender, and until delivered to
Lender, be kept by Borrower, without cost to Lender, in appropriate containers
and in safe places the same locations as they were located at the time this
Agreement is entered into and shall bear suitable legends identifying them as
being under Lender's dominion and control. Lender shall at all reasonable
times have full access to and the right to any and all of, Borrower's books
and records, including but not limited to books and records pertaining to
Collateral and including all files and correspondence with creditors and
customers and to confirm and verify the amounts owing on Receivables and the
value and collectibility of other Collateral and to do whatever else Lender
reasonably may deem necessary to protect its interest.
(c) Borrower hereby irrevocably authorizes and directs all accountants and
auditors employed or engaged by Borrower at any time during the term of this
Agreement and all data processing centers or other persons holding materials
herein mentioned relating to Borrower to exhibit to Lender and to deliver to
it copies of any of Borrower's financial statements, trial balances or other
accounting records of any sort in their possession, or data processing cards,
disks, tapes, programs, tabulating runs, or similar material and to disclose
to Lender any information they may have concerning Borrower's financial status
and business operations, whether relating to Receivables or otherwise, and
authorizes Lender to rely thereon. Borrower will at the request of Lender
execute confirmatory letters of direction in accordance with this paragraph.

(d) Borrower shall furnish confirmatory assignments and schedules of
Collateral to Lender with each transmittal of Collateral at the time the
initial Revolving Loan is made hereunder and from time to time thereafter, or
as requested by Lender, in form and substance satisfactory to Lender,
confirming Lender's continuing security interest in all present and future
Collateral owned by Borrower, and together with each such confirmatory
assignment and schedule to deliver to Lender the original consumer
obligations, consumer contracts, revolving credit obligations, notes, chattel
paper, evidences of indebtedness, leases, mortgages, certificates of title and
such other instruments, contracts and documents evidencing, constituting or
relating to Collateral or any security therefore as Lender may request, all of
which shall bear or be accompanied by such endorsements, signatures, transfers
or specific assignments as Lender shall require. Lender or any of Lender's
agents or employees may, in the name and on behalf of Borrower execute any
missing endorsements, signature, transfer or assignment or correct any defects
therein, and Borrower hereby appoints Lender and any of agents or employees as
attorneys-in-fact for Borrower to do any of the foregoing. To the extent such
information is not otherwise known or available to Lender, Borrower agrees to
furnish to Lender from time to time such reports in such detail and in such
form as is satisfactory to Lender showing the amount of the outstanding
Collateral, the amounts collected thereon, and such other information relating
to Collateral as Lender may require. Borrower agrees to cause each of its
present and future subsidiaries, if any, to execute such confirmatory
assignments and schedules and to deliver such instruments and to furnish such
reports relating to any and all Collateral in the same manner and with the
same frequency as is required of Borrower under this Agreement. ,

(e) Borrower agrees to furnish to Lender the following:

(i) Annual Financial Statements. As soon as delivered to any other creditor or
regulatory body, but in no event later than one hundred twenty (120) days
after the end of each fiscal year, its balance sheet as at the end of such
year, and its statement of income and retained earnings for such fiscal year,
all in reasonable detail, all prepared in accordance with generally accepted
accounting principles consistently applied, and all audited by independent
certified public accountants whose opinion thereon shall be unqualified. The
certified public
accountants shall be of recognized standing selected by Borrower and
satisfactory to Lender.

(ii) Semiannual Financial Statements. As soon as delivered to any other
creditor or regulatory body, but in no event later than ninety (90) days after
the first six months of each fiscal year, its balance sheet as at the end of
that six month period, and its statement of income and related earnings for
that period, all in reasonable detail, all prepared in accordance with
generally accepted accounting principles consistently applied, and all
reviewed without qualification by independent certified public accountants of
recognized standing selected by Borrower and satisfactory to Lender.

(iii) Quarterly Financial Statements. As soon as delivered to any other
creditor or regulatory body, but in no event later than sixty (60) days after
the end of each of its first, second and third fiscal quarters, its balance
sheet as at the end of each such period and its cumulative statement of income
for the applicable three, six or nine month period ended on the date of such
balance sheet, all in reasonable detail, all prepared in accordance with
generally accepted accounting principles consistently applied, compiled by
independent certified public accountants and certified by the Borrower's chief
executive and chief financial officers. The certified public accountants shall
be of recognized standing selected by Borrower and satisfactory to Lender.

(iv) Omitted.

4.6 Collections.

(a) Borrower will render such assistance to Lender in billing Account Debtors,
as set forth in section 1.5(a) above as Lender shall request. Lender shall
send letters to Account Debtors who default on payments and shall forward any
communications received from Account Debtors to Borrower, but except as set
forth in section 6.2 below, Borrower will at its own cost and expense adjust
all claims and disputes with Account Debtors.

(b) All collections from Receivables shall be remitted directly to Lender. Any
remittance received by Borrower from Account Debtors shall be presumed to
constitute collections on Receivables, shall be subject to the security
interest granted to Lender hereunder, and shall be remitted by Borrower to
Lender in the form received by Borrower. All amounts remitted on Receivables
shall be credited to Borrower's current account with Lender. No check, draft
or other instrument received by Lender shall constitute payment to Lender
unless and until such instrument has actually been collected and credited as
collected to Lender's account. At Lender's option, up to three business days
shall be allowed subsequent to receipt of remittance is checks of Account
Debtors or Borrower to permit bank clearance and collection of such checks
before the amount thereof shall be deemed collected by Lender. Lender shall
have the right at all times to receive, receipt for, endorse, assign, deposit
and deliver in Lender's name or in the name of Borrower any and all checks,
notes, drafts and other instruments for the payment of money which may at any
time be delivered to or otherwise received by Lender. Borrower hereby
authorizes Lender to affix, by facsimile signature or otherwise, the general
or special endorsement of Borrower, in such manner as Lender shall deem
advisable, to any such check, note, draft or other instrument in the event the
same has been delivered to Lender without appropriate endorsement, and Lender
and any bank in which Lender may deposit any such instrument is hereby
authorized to consider such endorsement to be a sufficient, valid and
effective endorsement by Borrower to the same extent as though it were
manually executed by the duly authorized officer of Borrower, regardless of
whom or under what circumstances or by what authority such facsimile signature
or other endorsement is actually affixed, without duty of inquiry or
responsibility as to such matters, and Borrower and each guarantor of Borrower
and endorser of the Obligations hereby waives demand, presentment, protest and
notice of protest or dishonor and all other notices of every kind and nature
with respect to any such instrument.

(c) Borrower shall pay to Lender on demand the unpaid portion of any
Receivable which was formerly an Eligible Receivable and which has been
assigned or transferred to Lender or in which Lender otherwise has an interest
(i) if such Receivable was not paid promptly at its maturity; (ii) if the
services out of which the Receivable arises have not been performed to the
satisfaction of the Account Debtor, or the goods out of which the Receivable
arises have not been delivered to or accepted by the Account Debtor, or if
Account Debtor has returned or sought to return the goods or made any
complaint or claimed any adjustment with respect thereto; (iii) if any
petition under the Bankruptcy Act or any similar Federal or State statute or a
petition for receivership has been filed by or against the Account Debtor or
its property or if it has made an assignment for the benefit of creditors or
(iv) if the Lender shall at any time reasonably have rejected the Receivable
as no longer eligible.

4.7 Omitted.

4.8 Condition of Collateral; No Liens. Borrower shall maintain all Collateral
in good condition and repair at all times, preserve it against any loss,
damage, or destruction of any nature whatsoever relating to said Collateral or
its use, and keep said Collateral free and clear of any liens and encumbrances
whatsoever, except those liens and encumbrances created pursuant hereto or
disclosed herein.

4.9 Payment of Proceeds. Borrower shall forthwith upon receipt of all proceeds
of Collateral, pay such proceeds over to Lender, and such proceeds shall
thereupon be credited to Borrower's current account with Lender.

4.10 Further Assurances. Borrower shall at any time or from time to time upon
request of Lender, execute and deliver such further documents and do such
other acts and things as Lender may reasonably request in order to effectuate
more fully the purposes of this Agreement, the Relevant Documents and any
other instruments, documents and agreements which shall be executed
simultaneously herewith, or which may hereafter be executed by Borrower with
regard to the transactions contemplated hereby.

4.11 Pay Legal Fees and Expenses. Borrower shall pay to Lender, upon demand,
together with interest at the rate set forth in Section 1.2 hereof, from the
date when incurred or advanced by Lender until repaid by Borrower all costs,
expenses or other sums incurred or advanced by Lender (including legal fees
and disbursements) to preserve, collect, protect its interest in or realize on
the Collateral, and to enforce Lender's rights as against Borrower, any
Account Debtor, or guarantor of Borrower, or in the prosecution or defense of
any action or proceeding related to the matter of this Agreement or the
Relevant Documents including without limitation legal fees, expenses and
disbursements and those expenses referred to in Sections 6.5, 6.7 and 8.5
hereof. All such expenses, costs and other sums shall be deemed Obligations
secured by the Collateral

4.12 Records. Borrower shall at all times keep accurate and complete records
of the Collateral and the status of each Receivable.

4.13 Delivery of Documents. If any proceeds of Receivables shall include or
any Receivable shall be. evidenced by notes, trade acceptances or instruments
or documents, or if any Inventory is covered by documents of title or chattel
paper, whether or not negotiable, Borrower shall-immediately deliver them to
Lender appropriately endorsed. Borrower waives protest regardless of the form
of the endorsement. If Borrower fails to endorse any instrument or document,
Lender is authorized to endorse the same on Borrowers behalf.

4.14 United States Contract. If any Receivables arise out of contracts with
the United States or any of its departments, agencies or instrumentalities,
Borrower will notify Lender and execute any necessary instruments in order
that all money due or to become due under such contract shall be assigned to
Lender and proper notice of the assignment given under the Federal Assignment
of Claims Act or other applicable law.

4.15 Name Changes; Location Changes.

(a) Immediately notify Lender if Borrower is known by or conducting business
under any names other than those set forth on Schedule 4 annexed hereto and
made part hereof, and
(b) Immediately notify Lender if Borrower is conducting any of its business or
operations at or from offices or locations other than set forth on Schedule 4
annexed hereto and made part hereto, or if it changes the location of its
chief executive office.

5 NEGATIVE COVENANTS

Until the termination of this Agreement or payment in full of all Obligations,
Borrower covenants and agrees that it will not:

5.1 No Consolidation Merger, Acquisition. Consolidate with, merge with, be
acquired by, or acquire the stock or assets of any person, firm, joint
venture, partnership, corporation, or other entity, whether by merger,
consolidation, purchase of stock or otherwise.

5.2 Disposition of Assets or Collateral. Sell, lease, transfer, convey or
otherwise dispose of any or all of its assets or Collateral, other than the
sale or lease of inventory in the ordinary course of business.

5.3 Other Liens. Incur, create or permit to exist any mortgage, assignment,
pledge, hypothecation, security interest, lien or other encumbrance on the
Collateral or any of its assets, whether now owned or hereafter created or
acquired, except (a) liens for taxes not delinquent; (b) those liens in favor
of Lender created by this Agreement and Relevant Documents; and (c) those
liens existing on the date hereof and as set forth on Schedule 5 annexed
hereto and made part hereof.

5.4 Other Liabilities. Incur, create, assume or permit to exist any
indebtedness or liability on account of borrowed money, the deferred purchase
price of property, or leases except (a) Obligations to Lender; (b)
indebtedness subordinated to payment of the Obligations on terms approved by
Lender in writing; or (c) those liabilities existing on the date hereof and
appearing in financial statements of Borrower delivered to Lender.

5.5 Loans. Except as otherwise allowed herein Borrower shall not make loans to
any person, firm or entity.

5.6 Guaranties. Assume, guarantee, endorse, contingently agree to purchase or
otherwise become liable upon the obligation of any person, firm or entity
except (a) by the endorsement of negotiable instruments for deposit or
collection or similar transactions with Lender in the ordinary course of
business; or (b) contingent obligations under letters of credit entered into
in the ordinary course of business for the purchase of merchandise for resale
by Borrower.

5.7 Remove Collateral. Except as otherwise provided in this Agreement, remove,
or cause or permit to be removed, without Lender's prior written consent, any
Collateral or assets of Borrower from those premises set forth on Schedule 2
annexed hereto and made part hereof except in the ordinary course of business.

5.8 Transfers of Notes or Receivables. Sell, assign, transfer, discount or
otherwise dispose of any Receivable or any promissory note payable to it with
or without recourse, except for collection with Lender in the ordinary course
of business.

5.9 Dividends and Distributions. It will not purchase, redeem or otherwise
acquire for value any shareholder or partnership interests of Borrower or
return any capital to the shareholders or partners of Borrower and during the
term of this Agreement, Borrower will not pay dividends to shareholders or
make distributions of profits to partners of Borrower.

5.10 Modification of Documents. Change, alter or modify, or permit any change,
alteration or modification of its certificate of incorporation, by-laws or
other governing documents without Lender's prior written consent.

5.1 1 Change Business. Change or alter the nature of its business.

5.12 Settlements. Compromise, settle or adjust any claims in a material amount
relating to any of the Collateral, without the prior-written consent of
Lender.

5.13 Change Location or Name. Change the place where its books and records are
maintained or change its name or transact business under any other name
without the prior written consent of the Lender.

6 MISCELLANEOUS RIGHTS AND DUTIES OF LENDER

6.1 Charges Against Credit Or Deposit Balances. Lender, without demand and
acting in its sole and absolute discretion, in each instance, may charge and
withdraw from any credit or deposit balance which Borrower may then have with
Lender or with any affiliate of Lender, any amount which shall become due from
Borrower to Lender under this Agreement. Lender, within a reasonable time
thereafter, shall advise Borrower of each such charge.
6.2 Collections; Modification of Terms. Lender may, in its sole and absolute
discretion and at any time, demand, sue for, collect or receive any money or
property, at any time payable or receivable on account of or in exchange for,
or make any compromises with respect to any Collateral it deems desirable
including without limitation extending the time of payment, arranging for
payment in installments, or otherwise modifying the terms with respect to
payment or rights with respect to the Collateral, all of which may be effected
without notice to or consent by Borrower and without otherwise discharging or
affecting the Obligations, the Collateral or the security interests granted
hereunder.

6.3 Notification of Account Debtors. At any time, whether or not an Event of
Default (as hereinafter defined) has occurred or is continuing, Lender, if it
has not already done so, may notify the Account Debtors or obligors on any of
the Collateral to make payment directly to Lender, and Lender may endorse all
items of payment received by it which are payable to Borrower. Borrower, at
the request of Lender, shall notify the Account Debtors or other obligors of
Lender's security interest in the Collateral.

6.4 Uniform Commercial Code. At all times during the term of this Agreement or
until all sums due hereunder have been paid, and whether or not an Event of
Default has occurred or is continuing, Lender shall be entitled to all the
rights and remedies of a secured party under the Uniform Commercial Code as
enacted in New York, as the same may be amended from time to time.

6.5 Preservation of Collateral. At all times during the term of this Agreement
or until all sums due hereunder have been paid, and whether or not an Event of
Default has occurred or is continuing, Lender may take any and all action
which in its sole and absolute discretion is necessary or proper to preserve
its interest in the Collateral, including without limitation the payment of
debts of Borrower which might, in Lender's sole and absolute discretion,
impair the Collateral or Lender's security interest therein, purchase
insurance on the Collateral, repair the Collateral, or pay taxes or
assessments thereon, and the sums so expended by Lender shall be secured by
the Collateral, shall constitute a portion of the Obligations and shall be
payable on demand with interest at the rate set forth in Section 1.2 hereof
from the date expended by Lender until repaid by Borrower.

6.6 Mails. Lender is authorized to (and Borrower shall, upon request of
Lender) notify the postal authorities to deliver all mail, correspondence or
parcels addressed to Borrower to Lender at such address as Lender may direct.
Lender will return to Borrower mail received by it that does not represent
collections of Receivables or matters relating to the Collateral after the
Lender has examined same.

6.7 Lender's Right to Cure. In the event Borrower shall fail to perform any of
its obligations hereunder or under any of the Relevant Documents, then Lender,
in addition to all of its rights and remedies hereunder, may perform the same
at the cost and expense, or for the account, of Borrower, but shall not be
obligated to do so. In any such event, Borrower shall promptly reimburse
Lender together with interest at the rate set forth in Section 1 .2 hereof
from the date such sums are expended until repaid by Borrower.

6.8 Test Verifications. Lender shall have the right to make test verifications
of any and all Collateral in any manner and through any medium Lender
considers advisable, and Borrower shall render any necessary assistance to
Lender in such regard.

6.9 Power of Attorney. Borrower hereby irrevocably appoints Lender as its
lawful attorney and agent in fact to execute financing statements and other
documents and agreements as Lender may deem necessary for the purpose of
perfecting any security interests, mortgages or liens under any applicable
law. Further, Lender is hereby authorized to file on behalf of Borrower, in
its name, and at its expense, such financing statements, documents or
agreements in any appropriate governmental office. Lender shall give Borrower
notice of any filing made hereunder. Borrower hereby grants a power of
attorney to Lender to endorse Borrower's name on checks, notes, acceptances,
drafts and any other instruments requiring Borrower's endorsement, to change
the address where Borrower's mail pertaining to the collection and
administration of Collateral should be sent and to open all such mail and to
do such other acts and things necessary to effectuate the purposes of this
Agreement. All acts by Lender, its agents, employees, and attorneys are hereby
ratified and approved, and neither the Lender, nor its agents, employees, and
attorneys, shall be liable for any acts of omission or commission, or for any
error of judgment or mistake. Borrower hereby grants a power of attorney to
Lender to file proofs of loss respecting the Collateral with the appropriate
insurers and to endorse any checks or drafts constituting insurance proceeds.
The powers of attorney granted to Lender in this Agreement are coupled with an
interest and are irrevocable so long as this Agreement is in force. Lender
will provide Borrower with copies of any documentation which the Lender
creates or files hereunder.

6.10 Omitted.

7. DEFAULT.

The occurrence of any of the following shall constitute an event of default
("Event of Default"):

7.1 Failure to Pay. Failure to pay any Obligation or part thereof, including
any installment of principal or interest or other charges due and owing to
Lender when due;

7.2 Failure to Perform. Failure to perform or abide by any covenant contained
in this Agreement or the Relevant Documents;

7.3 Cross Default; Default on Other Debt. The occurrence of any default on any
other obligation or indebtedness of Borrower or any guarantor of Borrower to
any third parties so that the holder of such obligation or indebtedness
declares such obligation or indebtedness due prior to its date of maturity;

7.4 False Representation or Warranty. Borrower shall have made any
representation or warranty in this Agreement, the Relevant Documents, or in
any document or certificate executed by Borrower incident to this Agreement,
which is at any time found to have been false in any material respect at the
time such representation or warranty was made or thereafter;

7.5 Petition Bar or Against Borrower. Borrower ceases to do business
as a going concern or makes an assignment for the benefit of creditors, or any
proceeding shall have been commenced by or against Borrower under any
bankruptcy
law or any amendment thereto (including without limitation a petition for
reorganization, arrangement or extension) or under any other insolvency laws
providing for the relief of debtors, or Borrower shall be adjudicated
bankrupt, insolvent or in need of any relief provided to debtors by any-court,
or if a meeting of Borrower's creditors shall have been called;

7.6 Appointment of Receiver. A receiver, custodian, trustee, conservator or
liquidator is appointed for Borrower, or all or a substantial part of its
assets;

7.7 Judgments; Levies. If any final judgment or judgments (except those
covered by insurance), or any levy, sequestration, or attachment, which in the
aggregate exceed $5,000.00, against Borrower or its property, remains unpaid,
undischarged, unsatisfied, unbonded or undismissed;

7.8 Change in Condition. There occurs any change in the condition or affairs,
financial or otherwise, of Borrower or of any endorser, guarantor of Borrower
or surety for the liability of Borrower to Lender which in the opinion of
Lender impairs Lender's security or increases its risk;

7.9 Change in Ownership. At any time fifty-one percent(51 %) or more of the
beneficial ownership of the Borrower shall not be owned by Gerard A Powell;

7.10 Insecurity. At any time the Lender deems itself insecure;

7.11 Liquidation or Dissolution. The liquidation and/or dissolution of
Borrower.

8. REMEDIES.

8.1 Acceleration; Right To Proceed Against Collateral.

(a) Upon notice by Lender of the occurrence of an Event of Default, the total
amount (the "Default Amount") of (i) the aggregate amount of the unpaid
balance of principal and interest of the Revolving Loan and all other sums
which are then due and unpaid; and (ii) any other amount of principal and
interest remaining to be repaid on all Obligations together with interest on
the Default Amount at the rate provided for in Subsection 1.2 hereof, from
said occurrence until paid in full shall, at the option of Lender, become
immediately due and payable without further notice or demand; and

(b) Borrower shall, at its expense, promptly deliver any or all Collateral not
otherwise in the possession or control of Lender to such place as Lender may
designate. In addition, and not as an alternative to the preceding sentence,
Lender shall have the right to enter upon the premises where the Collateral is
located and (a) utilize any premises owned or leased by Borrower for the
purpose of selling the Collateral, or (b) take immediate possession of and
remove the Collateral, all without liability to Borrower except such as is
occasioned by the gross negligence of Lender, its employees or agents. Lender
may sell, or cause to be sold, on Borrower's premises or elsewhere, any or all
of the Collateral in one or more public or private sales or other
dispositions, on such terms and at such price as Lender may deem advisable,
for cash or on credit, for immediate or future delivery, in bulk or in
parcels, without assumption of any credit risk, without demand of performance
(which demand is hereby expressly waived), all on three (3) days notice to
Borrower (if any notice is required by law) of any public sale or the time
after which a private sale or other disposition may be made, which Borrower
hereby agrees shall be reasonable notice of such sale or other disposition,
and in connection therewith Lender may grant options and may impose reasonable
conditions thereon, and the purchasers of any Collateral so sold shall
thereafter hold the same absolutely, free from any claim or right of any kind,
including any equity of redemption of Borrower (any such equity being hereby
expressly waived and released), and Lender or any of its nominees or agents
may buy the Collateral at any public sale. Lender may also elect to retain the
Collateral or any part thereof and may apply the proceeds from the liquidation
of the Collateral to Borrower's Obligations. The proceeds, if any, of any such
sale or liquidation by Lender shall be applied: First

to the payment of all fees and expenses incurred by Lender as a result of such
Event of Default, including without limitation any legal fees and expenses
incurred in obtaining possession of the Collateral, preparing the Collateral
for sale or lease, and selling and/or liquidating it; Second, to pay the
Default Amount to the extent not previously paid by Borrower; and Third, to
pay any excess remaining thereafter to Borrower. Borrower agrees that any
action taken by Lender in accordance with this section 8.1(b) shall be deemed
to be commercially reasonable.

(c) In addition to and notwithstanding any other rights granted by law or this
Agreement (or any limitations contained in this Agreement on any such rights),
Lender shall have the rights and remedies with respect to the Collateral of a
secured party under the Uniform Commercial Code of the State of New York.

8.2 Set-Offs.

(a) Upon the occurrence of an Event of Default, Lender shall have the right,
immediately and without notice or other action to set-off against any
Obligations any money owed by Lender (or any affiliate of Lender) in any
capacity to Borrower, including, without limitation money in any credit or
deposit account, whether or not then due, and Lender shall deemed to have
exercised such right of set off and to have made a charge against any such
money immediately upon the occurrence of such Event of Default even though the
actual book entries may be made at a time subsequent thereto.

(b) If other lenders, including without limitation, affiliates of Lender, have
participated with Lender with respect to loans to Borrower pursuant to the
terms hereof, then, Borrower hereby authorizes such other participating
lenders, upon the occurrence of an Event of Default, immediately and without
notice or other action, at the request of Lender, to set off against any of
Borrower's liabilities to Lender any money owed by such participating lenders
in any capacity to Borrower, whether or not due, and to remit the monies
set-off to Lender.

8.3 Cumulative Remedies: Waivers. No remedy referred to herein is intended to
be exclusive, but each shall be cumulative and in addition to any other remedy
referred to above or otherwise available to Lender at law or in equity. No
express or implied waiver by Lender of any default or Event of Default
hereunder shall in any way be, or be construed to be, a waiver of any future
or subsequent default or Event of Default. The failure or delay of Lender in
exercising any rights granted it hereunder upon any occurrence of any of the
contingencies set forth herein shall not constitute a waiver of any such right
upon the continuation or recurrence of any such contingencies or similar
contingencies and any single or partial exercise of any particular right by
Lender shall not exhaust the same or constitute a waiver of any other right
provided herein. The Events of Default and remedies provided herein are in
addition to and are not restrictive of and shall be in addition to any and all
other rights and remedies of Lender provided under the Uniform Commercial Code
or other applicable law.

8.4 Waive Jury Trial Lender and Borrower hereby waive all right to a trial by
jury in any litigation relating to this Agreement, the Relevant Documents or
other agreements or instruments between them.

8.5 Costs and Expenses. Borrower shall be liable for all costs, charges and
expenses, including in-house and outside .attorneys' fees equal to 15 percent
of the Obligations plus disbursements, incurred by Lender by reason of the
occurrence of any Event of Default or the exercise of the Lender's remedies
with respect thereto.

8.6 No Marshaling. Lender shall be under no obligation whatsoever to proceed
first against any of the Collateral before proceeding against any other of the
Collateral. It is expressly understood and agreed that all of the Collateral
stands as equal security for all Obligations, and that Lender shall have the
right to proceed against any or all of the Collateral in any order, or
simultaneously, as in its sole and absolute discretion it shall determine. It
is further understood and agreed that Lender shall have the right, as it in
its sole and absolute discretion shall determine to sell any or all of the
Collateral in any order or simultaneously.

9. WAIVERS, CONSENTS

9.1 Waivers. Borrower waives demand, presentment, notice of dishonor or
protest of any instruments either of Borrower or others which may be included
in the Collateral.

9.2 Consents. Borrower consents:

(a) To any extension, postponement of time of, payment, indulgence or to any
substitution, exchange or release of Collateral.

(b) To the addition or release of any party or persons primarily or
secondarily liable, or acceptance of partial payments due with respect to
Collateral and the settlement, compromising or adjustment of the Obligations
hereunder.

10. SURVIVAL

All representations and warranties made herein or in any certificate or
instrument contemplated hereby shall survive any independent investigation
made by Lender and the execution and delivery of this Agreement, and said
certificates or instruments and shall continue so long as any Obligations are
outstanding and unsatisfied, applicable statutes of limitation to the contrary
notwithstanding. Lender's knowledge or notice of facts or circumstances that
would render any representation or warranty untrue or misleading shall not
discharge Borrower from liability arising by reason of such misrepresentation
or breach of warranty.

11. EFFECT OF HOLIDAY

If any payment pursuant to this Agreement or the Relevant Documents becomes
due and payable on a Saturday, Sunday or legal holiday under the laws of the
State of New York, the maturity thereof shall be extended to the next
succeeding banking day.

12. NOTICES

12.1 Written. Effective Date. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given when sent by
registered or certified mail, return receipt requested, facsimile
transmission, overnight delivery service such as Federal Express, or hand
delivery.

12.2 To Lender.

Notices to Lender shall be directed to:

                STERLING FINANCIAL SERVICES CO.
                500 Seventh Avenue
                New York, New York 10018

12.3 To Borrower.

Notices of Borrower shall be directed to:

                 COOPERATIVE IMAGES, INC.
                 210 West 4th Street
                 East Stroudsburg, Pennsylvania 18301.

13. TERMINATION OF AGREEMENT

13.1 Upon the effective date of termination of this Agreement, all Obligations
shall be due and payable by Borrower to Lender.

13.2. Termination By Lender. Lender shall have the right, at any time, in its
sole and absolute discretion, to terminate this Agreement.

13.3 Termination By Borrower.

(a) Borrower may terminate this Agreement, without penalty, upon any
anniversary date of the execution hereof by giving Lender no less than
sixty(60) days prior written notice. This Agreement shall terminate upon the
anniversary date if and only if the Borrower has on the anniversary date paid
to the Lender in full all of the Obligations.

(b) Notwithstanding the provisions of Subsection (a) hereof, Borrower may
terminate this Agreement at any time upon:

(i) giving sixty (60) days prior written notice to Lender
of its intention to do so; and

(ii) paying to Lender, in full all of Borrower's Obligations;
and

(iii) paying to Lender, as liquidated damages, an amount equal to six (6)
times the average monthly interest owed by Borrower to Lender on the
Obligations during the Twelve (12) month period immediately preceding the
Borrower's notice. The average monthly interest computation shall exclude any
month for which no interest is owed by Borrower to Lender.

(c) For purposes of Subsection (b) hereof, Lender may, at its option, deem
this agreement terminated by Borrower if, (i)within a ninety day period, more
than 50% of the average of the preceding six month's balances of Borrower's
Obligations to Lender are repaid, without Lender's express written consent,
from funds arising from sources other than payments made directly by Account
Debtors or other obligors on their respective obligations included in the
Collateral; or (ii) there has occurred an Event of Default or an event which,
with the giving of notice or the lapse of time, or both, would become an Event
of Default hereunder, the occurrence of which would permit Lender to exercise
any of its remedies under Section 8 of this Agreement (without regard to
whether such remedies have been exercised).

(d) Liquidated damages payable under Subsection (c) shall be an amount equal
to six (6) times the average monthly interest owed by Borrower to Lender on
the Obligations during the Twelve (12) month period, excluding any month for
which no interest is owed by Borrower to Lender, immediately preceding the
first day of the ninety day period under Subsection (c)(i) or the date of
occurrence under Subsection (c)(ii). The average monthly interest calculation
shall not exclude any month for which interest would have been owed by
Borrower to Lender but for Borrower's acts that caused termination hereunder.

13.4 Rights Upon Termination. Notwithstanding Lender's termination of this
Agreement as herein provided, Lender's security interest, rights and remedies
herein set forth shall remain in full force and effect until all of Borrower's
Obligations to Lender are paid in full. Upon full payment of all Obligations
and termination of this Agreement, Lender shall, upon request of Borrower,
reassign all Receivables to Borrower without recourse and without warranties
express or implied.

14. AMENDMENTS AND MISCELLANEOUS

14.1 Amendments. The terms of this Agreement shall not be waived, altered,
modified, amended, or supplemented in any manner whatsoever except by a
written instrument signed by Lender and Borrower.

14.2 Assignment. This Agreement and all rights of Lender hereunder shall be
assignable by Lender without Borrower's consent. Without the prior written
consent of Lender, Borrower shall not assign this Agreement or its obligations
hereunder.

14.3 Binding on Successors. This Agreement shall be binding upon and insure to
the benefit of the parties hereto and their respective successors and
permitted assigns.

14.4 Invalidity. Any provision of this Agreement which may be determined b~
competent authority to be prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction.

14.5 Gender. Throughout this Agreement, the masculine shall include the
feminine and vice versa and the singular shall include the plural and vice
versa, unless the context of this Agreement indicates otherwise.

14.6 Joint Borrowers. If more than one entity executes this Agreement as
Borrower, then for the purpose of this Agreement the term Borrower shall mean
each entity and each entity shall be jointly and severally liable as Borrower
for the Obligation as defined herein without regard to which entity receives
the proceeds of the loans and advances made hereunder. Each such entity hereby
acknowledges that it expects to derive economic advantages from each such loan
or advance made hereunder.

14.7 Cross Default/Cross Collateral. All other agreements between Borrower and
Lender and/or any of Lender's affiliates are hereby amended so that (a) a
default under this Agreement is a default under all other agreements and a
default under any one of the other agreements is a default under this
Agreement; and (b) the Collateral under this Agreement secures the Obligations
now or hereafter outstanding under all other agreements with Lender and/or its
affiliates and the collateral pledged under any other agreement with Lender
and/or its affiliates secures the Obligations under this Agreement.

14.8 Expenses of Lender. Borrower agrees to pay all costs and expenses of the
Lender in connection with the preparation, execution, delivery, and
administration of this Agreement and other instruments and documents to be
executed contemporaneously herewith.

14.9 Section and Paragraph Headings. Section and paragraph headings are for
convenience only and shall not be construed as part of this Agreement.

14.10 Law. This Agreement together with all assignments made hereunder shall
be deemed made in New York and subject to the laws of the State of New York
and Borrower consents to the jurisdiction of any State or Federal Court
located within the State of New York, and if Borrower is now, or in the future
becomes, a non-resident of the State of New York, Borrower hereby waives
personal service of any and all process and consents that all such service of
process shall be made by certified or registered mail, return receipt
requested, directed to Borrower at its address appearing on the records of
Lender and service so made shall be complete ten (10)-days~after the same has
been posted as aforesaid.

IN WITNESS WHEREOF, the undersigned have caused these presents to be executed
the day and year first above written.

BORROWER                                  COOPERATIVE IMAGES, INC.

                                          BY:/s/ Gerard A. Powell
                                             --------------------
                                                   Its-President

BORROWER                                  ELECTIVE INVESTMENTS, INC.

                                          BY:/s/ Gerard A. Powell
                                                   Its President

LENDER                                    STERLING FINANCIAL SERVICES CO

                                          BY:
                                                   Its President