Prestige Capital Corporation
2 Executive Drive Fort Lee New Jersey 07024 
(201) 944-4455


                           PURCHASE AND SALE AGREEMENT

     1. ASSIGNMENT,  PRESTIGE CAPITAL  CORPORATION  ("Prestige") hereby buys and
PRESTIGE FINE JEWELRY, L.L.C.

("Seller") hereby sells, transfers and assigns all of Seller's rights, title and
interest in and to those  specific  accounts  receivable  owing to Seller as set
forth on this assignment forms provided by Prestige (the "Assignments") together
with all  rights  of action  accrued  or to accrue  thereon,  including  without
limitation,  full power to collect, sue for, compromise,  assign or in any other
manner  enforce  collection  thereof in Prestige's  name or  otherwise.  (All of
Seller's  accounts  receivable and contract rights which are presently or at any
time hereafter  assigned by Seller,  and accepted by Prestige,  are collectively
referred to as the "Accounts".)

     2.  DISCOUNT,  Prestige's  purchase  of the  Accounts  from  Seller is at a
discount fee of TEN percent (10%) from the face value of each Account.

     3. RESERVE.  Upon  Prestige's  receipt and  acceptance of each  Assignment,
Prestige  shall pay to Seller EIGHTY  percent (80%) of the net face value of the
Account therein described (the "Down Payment") Prestige will hold in reserve the
difference between the Purchase Price (hereinafter defined) and the Down Payment
(the  "Reserve") and will pay to Seller the Reserve,  less any sums due Prestige
hereunder,  on the Friday  following the week in which all Accounts set forth on
the applicable Assignment have been collected in good funds, charged back and/or
deemed  collected by Prestige due to an account debtor's  (hereinafter  defined)
insolvency.  For purposed of the agreement, the term "Purchase Price" shall mean
the net face value of  Accounts,  loss;  Prestige's  discount  fee  described in
paragraph 2 above,  returns,  credits,  allowances and discounts on the shortest
or, at  Prestige's  option,  on  alternative  terms of sale offered by Seller to
account debtors, and less all other sums chargeable to Seller's account.

     4. REBATES.  As an inducement to Seller to facilitate the prompt payment of
Accounts from Seller's customers ("account  debtor"),  Prestige agrees to return
to seller a rebate of SIX  percent  (6%) if the  Accounts  are paid to  Prestige
within  30 days,  a rebate  of FIVE  percent  (5%) if the  Accounts  are paid to
Prestige  within 45 days, a rebate of FOUR percent (4%) if the Accounts are paid
to Prestige  within 60 days,  a rebate of TWO PERCENT  (2%) if the  Accounts are
paid to Prestige within 90 days.

     5.  WARRANTIES,   REPRESENTATIONS  AND  COVENANTS.  As  an  inducement  for
Prestige's  entering into this  Agreement and with full knowledge that the truth
and accuracy of the warranties,  representations and covenants in this Agreement
are being relied upon by  Prestige,  instead of complete  credit  investigation,
Seller warrants, represents and covenants that:

     (a) Seller is properly  licensed and  authorized to operate the business of
wholesale jewelry;
         
     (b) Seller is the sole and absolute  owner of the Accounts and has the full
legal right to make said sale, assignment and transfer;

     (c)  The  correct  amount  of  each  Account  will  be  set  forth  on  the
Assignments;

     (d) Each Account is an accurate and  undisputed  statement of  indebtedness
from an account  debtor for a sum certain,  without offset or  counterclaim  and
which is due and payable in ninety days or less;

     (e) Each Account is an accurate statement of a bona fide sale, delivery and
acceptance  of  merchandise  or  performance  of service by Seller to an account
debtor,

     (f)  Seller  does  not  own,  control  or  exercise  dominion  in  any  way
whatsoever, over the business of any account debtor;

     (g) All financial  records,  statements,  books or other documents shown to
Prestige  by Seller at any time  either  before  or after  the  signing  of this
Agreement are true and accurate;

     (h) Seller  will not under any  circumstance  or in any manner  whatsoever,
interfere with any of Prestige's rights under this Agreement;

     (i) Seller  has not and will not,  at any time,  permit any lien,  security
interest or encumbrance to be created upon any of its accounts receivable and/or
its inventory without the prior written consent of Prestige;

     (j) Seller  will not change or modify  the terms of the  Accounts  with any
account debtor unless Prestige first consents in writing;

     (k) Seller  will  notify  Prestige  in writing in advance of; any change in
Seller's  place of business;  Seller having or acquiring  more than one place of
business;  any change in Seller's chief executive  office;  and/or any change in
the office or offices  where  Seller's  books and  records  concerning  accounts
receivable are kept;

     (m) All  invoices  will  state  plainly  on their  face  that the  Accounts
represented thereby have been sold and assigned to Prestige and are payable only
and directly to Prestige; and

     (n)  No   Account   shall   be  on  a   bill-and-hold,   guaranteed   sale,
sale-and-return, sale on approval, consignment or any other repurchase or return
basis;

     The warranties,  representation and covenants contained in this paragraph 5
shall be  continuous  and be  deemed to be  renewed  each  time  Seller  assigns
Accounts to Prestige. Notwithstanding the provisions contained in paragraph 6 of
this  Agreement,  Prestige  shall have recourse  against the Seller in the event
that any of the  warranties,  representations  and  covenants  set forth in this
paragraph 5 are breached.

     6.  NO  RECOURSE;  Prestige  shall  have  recourse  against  Seller  in all
instances  except if payments  are not received  due to the  "Insolvency"  of an
account  debtor within 120 days of invoice date.  For purposes of the foregoing,
Insolvency  shall be deemed to have  occurred  only  when:  (a) a  voluntary  or
involuntary  bankruptcy  proceeding  for the relief of an account  debtor  under
either  Chapter 7 or Chapter 11 shall have been  instituted  in a United  States
Bankruptcy  Court;  (b) a receiver is appointed for the whole or any part of the
property of an account debtor;  (c) an account  debtor's assists shall have been
sold under a writ of execution or  attachment,  or writ of execution  shall have
been returned unsatisfied; (d) an account debtor shall have absconded; or (e) an
account  debtor's assets shall have been sold under levy by any taxing authority
or by a landlord.

     7. CHARGE-BACK. In the event that any Account is not paid within 90 days of
invoice  date for any reason  whatsoever  (other  that as a result of an account
debtor's  Insolvency),  including,  without  limitation,  any  alleged  defense,
counterclaim,  offset,  dispute or other claim (real or merely asserted) whether
arising  from or  relating  to the sale of goods or  conditions  of  services or
arising from or relating to any other  transaction  or  occurrence,  then in any
such event  Prestige shall have the right to charge back such Account to Seller.
No charge back shall be deemed a reassignment to Seller of the Account involved.
Seller  acknowledges that all amounts  chargeable to Seller's account under this
Agreement shall be payable by Seller on demand.

     8.  NOTICE OF  DISPUTE.  Seller  must  immediately  notify  Prestige of any
disputed between any account debtor and Seller.

     9. SETTLEMENT OF DISPUTE.  Prestige may, at its option,  settle any dispute
with any account  debtor.  Such settlement does not relieve Seller of any of its
obligations under this Agreement.

     10.SOLE  PROPERTY.  Once Prestige has  purchased the Accounts,  the payment
from account debtors  relative to the Accounts is the sole property of Prestige.
Any  interference  by  Seller  with this  payment  will  result in civil  and/or
criminal liability.

     11.  SECURITY  INTEREST,  As further  inducement for Prestige to enter into
this  Agreement,  and as security  for the prompt  performance,  observance  and
payment of all obligations  owing by Seller to Prestige herein,  Seller's hereby
grants to Prestige's continuing security interest in and lien upon the following
(herein   collectively   referred  to  as  the   "Collateral");   all  accounts,
instruments, documents, chattel paper and general intangibles (as such terms are
defined in the Uniform Commercial Code),  whether now owned or hereafter created
or acquired by Seller,  wherever located, and all replacements and substitutions
therefore,  accessions  thereto,  and  products and  proceeds  thereof,  and all
property of Seller at any time in Prestige's possession.

     12. FINANCING STATEMENTS.  Seller will, at its expense perform all acts and
execute all  documents  requested by Prestige at any time to evidence,  perfect,
maintain  and  enforce  Prestige's  security  interest  and other  rights in the
Collateral and the priority thereof.  Upon request, at any time and from time to
time,  Seller will  execute and  deliver to Prestige  one or more UCC  financing
statements (in form and substance satisfactory to Prestige and its counsel).

     13.  HOLD IN  TRUST.  Seller  will hold in trust  and  safekeeping,  as the
property of Prestige and immediately turn over to Prestige,  the identical check
or other form of payment  received  by Seller if payment on the  Accounts  comes
into  Seller's  possession.  Should  Seller  come  into  possession  of a  check
comprising  payments  owing to both Seller and Prestige,  Seller shall turn over
said check to Prestige.  Thereafter,  Prestige will refund Seller's portion,  if
any, to Seller.

     14. FINANCIAL RECORDS. Seller will furnish to Prestige financial statements
and such other information as is, from time to time, requested by Prestige.

     15. BOOK ENTRY.  Seller will  immediately,  upon the sale of the  Accounts,
make the proper entry on its books and records  disclosing  the absolute sale of
the Accounts to Prestige.


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     16.  POWER OF  ATTORNEY.  In  order to  implement  this  Agreement,  Seller
irrevocable  appoints  Prestige its special attorney in fact or agent with power
to: 

     (a) Strike out Seller's address on any correspondence to any account debtor
and put on Prestige's address; 

     (b) Receive and open all mail addressed to Seller via  Prestige's  address;

     (c)  Endorse  the  name of  Seller's  trade  name on any  checks  or  other
evidences of payment that may come into the possession of Prestige in connection
with the Accounts. 

     (d) In Seller's name, or otherwise,  demand,  sue for,  collect any and all
monies due in connection with the Accounts; and

     (e)  Compromise,  prosecute  or  defend  any  action,  claim or  proceeding
relative to the Accounts; The authority granted to Prestige shall remain in full
force and effect until the Accounts are paid in full and the entire indebtedness
of Seller to Prestige is discharged.

     17. NOTIFICATION: VERIFICATION OF ACCOUNTS.

     (a) Without in any way limiting the terms and provisions of paragraph 5 (m)
here in  above.  Prestige  may at any time and  from  time to time,  in its sole
discretion,  notify any account  debtor to make payment on any open  Invoices to
Prestige: and

     (b)  Prestige,  may at any time  verify  the  Accounts  utilizing  an audit
control company,  any agent of Prestige or any other means deemed appropriate by
Prestige.

     18. NO ASSUMPTION.  Nothing  contained in this Agreement shall be deemed to
impose any duty or  obligation  upon  Prestige  in favor of any  account  debtor
and/or any other party in connection with the Accounts.

     19. FUTURE  ASSIGNMENTS.  Seller may from time to time, at Seller's option,
sell, transfer and assign different Accounts to Prestige. The future sale of any
Accounts  shall be subject to and governed by this  Agreement  and such Accounts
shall be identified by separate and subsequent Assignments.

     20.  DISCRETION.  Nothing contained in this Agreement shall be construed to
impose any obligation upon Prestige to purchase  Accounts from Seller.  Prestige
shall  at its sole  discretion  determine  which  Accounts  it  shall  purchase.
Further,  Prestige shall have the absolute right at any time to cease  accepting
any further assignments from Seller.

     21. LEGAL FEES; EXPENSES.  Seller will pay on demand any and all collection
expenses and  reasonable  attorneys'  fees that Prestige  incurs in the event it
should become necessary for Prestige to enforce its rights under this Agreement.
In  addition,  Seller  will pay on demand  all costs and  expenses  incurred  by
Prestige in  connection  with the  preparation,  execution  and delivery of this
Agreement and any supplement or modification thereof, and in any way relating to
the transactions contemplated by this Agreement,  including, without limitation,
all reasonable  attorneys'  fees,  Federal Express costs (or similar  expenses),
wire transfer costs, certified mail costs, facsimile transmission costs and lien
search costs.

     22. BINDING ON FUTURE  PARTIES.  This Agreement shall insure to the benefit
of and is binding  upon the heirs,  executors,  administrators,  successors  and
assigns of the parties hereto, except that Seller may not assign or transfer any
or all of its rights and  obligations  under this Agreement to any party without
the prior written consent to Prestige.

     23. WAIVER;  ENTIRE  AGREEMENT.  No failure or delay on Prestige's  part in
exercising  any  right,  power  or  remedy  granted  to  Prestige  herein,  will
constitute  or  operate  as a waiver  thereof,  nor shall any  single or partial
exercise  of any such  right,  power or remedy  preclude  any  other or  further
exercise  thereof or the  exercise  of any other  right set forth  herein.  This
Agreement  contains the entire agreement and understanding of the parties hereto
and no  amendment,  modification  or waiver of, or consent  with respect to, any
provision of this Agreement,  will in any event be effective  unless the same is
in writing and signed and delivered by Prestige.

     24. NEW JERSEY LAW. This agreement shall be deemed executed in the State of
New Jersey and, in all  respects,  shall be governed and construed in accordance
with the laws of the State of New Jersey.

     25.  INDEMNITY.  Seller shall hold  Prestige  harmless from and against any
action or other  proceeding  brought  by any  account  debtor  against  Prestige
arising from Prestige's collecting or attempting to collect any of the Accounts.

     26. TERM.  This Agreement will remain in effect until JANUARY  15,1999 (the
"Term").  Thereafter,  the Term will be  automatically  extended for  successive
periods  of one (1) year each  unless  either  party  provides  the other with a
written notice of  cancellation at least sixty (60) days prior to the expiration
of the initial Term or any renewal Term;  provided  however  Prestige may cancel
this  Agreement at any time upon sixty (60) days notice to Seller.  In the event
of a  breach  by  Seller  of any term or  provision  of this  Agreement  or upon
Seller's  Insolvency or the Insolvency of any guarantor of Seller's  obligations
herein, Prestige shall have the right to cancel this Agreement without notice to
Seller, and all of Seller's  obligations to Prestige herein shall be immediately
due and payable. In the event of cancellation,  the provisions of this Agreement
shall remain in full force and effect  until all of the Accounts  have been paid
in full.

     27.  INVALID  PROVISIONS.  If any  provision  of this  Agreement  shall  be
declared  illegal or contrary to law, it is agreed that such provision  shall be
disregarded  and this Agreement shall continue in force as though said provision
had not been incorporated herein.

     28.  EFFECTIVE.  This Agreement shall become  effective when it is accepted
and executed by an authorized office of Prestige.

     29. JURY WAIVER.  The parties  hereto  mutually  waive trial by jury in the
event  of  any  litigation  with  respect  to any  matter  connected  with  this
agreement.








<PAGE>
Executed this 24th day of APRIL, 1998

         PRESTIGE FINE JEWELRY, L.L.C.


By:               /s/ Anthony DiMatteo                                 
         ANTHONY DiMATTEO,  Member                Title


Accepted this 27th day of APRIL, 1998

PRESTIGE CAPITAL CORPORATION

By:               /s/ Harvey L. Kaminski                               
         HARVEY L. KAMINSKI, President               Title

Each of the undersigned  hereby  personally  guarantees and shall be jointly and
severally  liable for any damages  suffered by Prestige  Capital  Corporation by
virtue of the breach of any warranty,  representation or convenant [sic] made by
Seller in paragraph 5 above.  Each of the  undersigned  also  personally  waives
presentment for payment,  demand, protest, notice of protest, notice of dishonor
and notice of every nature whatsoever.

Date:       6/26/98            By:            /s/  Anthony DiMatteo            
                                              ANTHONY DiMATTEO                 
                                              Individually

Date:       6/26/98            By:            /s/ Zeki Koschisarli
                                              ZEKI KOSCHISARLI                 
                                              Individually