WINFIELD CAPITAL CORP.
                              237 MAMARONECK AVENUE
                          WHITE PLAINS, NEW YORK 10605
                                 (914) 949-2600


                                November 1, 1998

Mr. Paul A. Perlin
c/o Winfield Capital Corp.
237 Mamaroneck Avenue
White Plains, New York 10605

Dear Mr. Perlin:

            This letter (the "Agreement") sets forth the agreement between you
and Winfield Capital Corp. (the "Company"), pursuant to which you are to
continue to be employed as Chief Executive Officer of the Company.

            1. TERM. The term of this Agreement shall commence on the date
hereof (the "Effective Date") and shall continue until the close of business on
the day immediately preceding the two (2) year anniversary of the Effective Date
unless it is sooner terminated as provided herein.

            2. NATURE OF ENGAGEMENT. You shall serve as part of the executive
management team of the Company and as the Company's Chief Executive Officer and
in that connection you shall perform such functions and duties commensurate with
the office of Chief Executive Officer which the Board of Directors may
reasonably assign to you from time to time.

            3. SCOPE OF EMPLOYMENT. You will devote substantially all of your
time and efforts during normal business hours (other than vacation periods) to
the business of the Company; it being understood by the Company that you may be
on a regular basis engaging in other non-competitive business activities;
provided, however, that you may not make investments and/or loans that qualify
as the type of transaction that the Company, as a small business investment
company, may conclude, except as otherwise permitted pursuant to formal or
informal policies of the Company; and further provided, that you may not own, as
an investment, publicly traded securities of any corporation or other entity
which competes with the business of the Company if such securities, in the
aggregate, constitute more than 5% of any class of outstanding securities of
such corporation or other entity.

            4. COMPENSATION.

                  (a) GENERAL. In consideration of your obligations hereunder,
the Company shall pay you a salary (the "Salary") at the rate of Two Hundred
Twenty-Five


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Thousand Dollars ($225,000) for the first twelve-month period hereunder, and at
the rate of Two Hundred Forty-Three Thousand Dollars ($243,000) for the second
twelve-month period hereunder, and in such case plus other benefits as are set
forth in Paragraph 6 of this Agreement.

                  (b) PAYMENT. Your Salary shall be payable at the annual rate
during the term hereof in equal installments not less frequently than monthly
and shall be subject to withholding for federal income taxes, social security
and where applicable, state and city income, unemployment compensation and all
other applicable taxes.

                  (c) DISABILITY. Disability is defined as a physical or mental
illness, incapacity or infirmity as the result of which you are unable to
perform your duties hereunder for a continuing period of at least six (6)
months, which physical or mental illness, incapacity or infirmity shall be
determined by a reputable licensed physician selected by you and approved by the
Company and who is Board-certified in the specialty most closely related to the
nature of the mental and/or physical disability alleged to exist.

            5. AUTOMOBILE. Either on a purchase or lease basis (subject to a
maximum lease price of $750 a month plus excess lease mileage charges), the
Company will provide and maintain for your use during the term of this Agreement
one new automobile. The Company shall pay for automobile insurance, gasoline,
repair, garaging and upkeep expenses.

            6. OTHER BENEFITS.

                  (a) BENEFIT PLAN. You shall be entitled to participate in all
pension, insurance, medical, disability, 401(k) and other employee benefit plans
and programs generally provided by the Company to its executive officers from
time to time. The Company shall pay the premiums on all major medical insurance
policies covering you and the members of your immediate family while you are
employed hereunder and will provide you with accident, health and life insurance
comparable to that maintained by the Company for its executive officers. In the
absence of any such plan, the Company will reimburse you for your costs in
obtaining medical, health and disability benefits. The Company will at all times
maintain for the benefit of your designated beneficiaries term life insurance on
your life in an amount equal to no less than $1,000,000, or, in lieu thereof, at
your option, pay an amount equal to the annual premium due on such term life
insurance to an insurance company of your choice with respect to any policy on
your life as you may designate.

                  (b) VACATION. You shall be entitled to six (6) weeks paid
vacation in each twelve-month period during the term hereof at such time as
shall be convenient for the Company and you. You shall be entitled to the
benefits of the Company's policies involving sick leave and holidays.

                  (c) EXPENSES. The Company shall pay or reimburse you for all
reasonable expenses paid by you during the term of this Agreement in the
performance of your duties hereunder (including, but not limited to, legal fees
incurred by you in connection with the execution of this Agreement and any fees
incurred, legal or otherwise, relating to enforcement of


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this Agreement), upon presentation of expense statements or vouchers or such
other supporting information as the Company may reasonably require from time to
time.

                  (d) SUPPORT STAFF. You will be entitled to receive
secretarial, clerical and other support services from the Company, including,
but not limited to, a private office.

                  (e) BONUS PLANS AND STOCK OPTION PLANS. If the Company adopts
any bonus plans and/or stock option plans that includes executive officers of
the Company, you will be eligible to participate in such plans on an equitable
basis.

            7. TERMINATION.

                  (a) BY THE COMPANY "FOR CAUSE". If the Company terminates your
employment "for cause" you will be entitled to receive: (i) your accrued Salary
for the period ending on the effective date of the termination of your
employment, which amount shall be payable in the manner described in Paragraph
4(b); and (ii) any other compensation or benefit under any plan maintained by
the Company for its executive officers, and in which you were participating at
the time your employment was terminated, but only in accordance with the terms
of such plans.

                  (b) DEATH. If you die during the term of your employment
hereunder, the Company will pay your personal representatives, legatee,
appointee or distributee, as the case may be: (i) a $5,000 lump sum death
benefit payable within 30 days of the date of your death; (ii) your accrued
Salary for the period ending on the last day of the month in which your death
occurs which amount shall be payable in the manner described in Paragraph 4(b);
and (iii) any other compensation or benefit under any plan maintained by the
Company for its executive officers and in which you were participating at the
time of your death, but only in accordance with the terms of such plans.

                  (c) DISABILITY. Either you or the Company may terminate your
employment hereunder as a result of a Disability. If your employment is
terminated pursuant to this Paragraph 7(c), you will be entitled to receive: (i)
your accrued Salary paid in accordance with the provisions of Paragraph 4(b) for
the period ending on the effective date of the termination of your employment;
and (ii) any other compensation or benefit under any plan maintained by the
Company for its executive officers and in which you are participating, but only
in accordance with the terms of such plans.

                  (d) BY YOU. If you voluntarily terminate your employment with
the Company for any reason other than (i) as a result of your Disability
pursuant to Paragraph 7(c) or (ii) pursuant to Paragraph 8(a), you shall be
entitled to receive: (x) your accrued Salary for the period ending on the
effective date of the termination of your employment which amount shall be
payable in the manner described in Paragraph 4(b); and (y) any other
compensation or benefit under any plan maintained by the Company for its
executive officers, and in which you are participating, but only in accordance
with the terms of such plans.


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                  (e) BY THE COMPANY FOR ANY REASON OTHER THAN DEATH, DISABILITY
OR "FOR CAUSE" OR BY YOU PURSUANT TO PARAGRAPH 8(a). If the Company terminates
your employment for any reason other than Death, "for cause," or for Disability
pursuant to Paragraph 7(c), or if you terminate your employment with the Company
pursuant to Paragraph 8(a), you shall be entitled to receive: (i) your accrued
Salary for the period ending on the effective date of the termination of your
employment which amount shall be payable in the manner described in Paragraph
4(b); (ii) an amount equal to the balance of your Salary as provided under
Paragraph 4 for the remaining term of the Agreement commencing on the effective
date of the termination of your employment and ending on the Expiration Date;
and (iii) any other compensation or benefits under any plan maintained by the
Company for its executive officers, and in which you were participating at the
time your employment was terminated, but only in accordance with the terms of
such plans and programs. The amounts to which you shall be entitled under this
subparagraph (e) shall be paid to you in a lump sum within 10 days after the
termination of your employment; such amounts shall be deemed damages and not a
penalty.

                  (f) "FOR CAUSE". As used in this Agreement, the following
actions or events shall be the exclusive grounds for termination of your
employment "for cause": (i) your failure or refusal to perform your duties
hereunder (other than a failure or refusal resulting from your incapacity due to
physical and/or mental illness), which continues for a period of more than
twenty days after written notice by the Company to you of the acts constituting
such failure or refusal and provided that you are given an opportunity to
present such matter to the Board, (ii) your conviction of a felony directly and
materially affecting the Company, (iii) your inability to perform your duties
hereunder as a result of chronic alcoholism or drug addiction, (iv) your
conviction or any crime of dishonesty or theft involving the Company, or (v)
your gross negligence or willful misconduct.

            8. ADDITIONAL PROVISIONS APPLICABLE TO TERMINATION.

                  (a) CERTAIN EVENTS CONSTITUTING TERMINATION WITHOUT CAUSE. For
purposes of Paragraph 7(e) hereof, you will be entitled to elect that the
Company shall have terminated your employment without cause upon the happening
of any of the following events: (i) a substantial diminution in your duties from
those currently performed by you, (ii) a substantial reduction in your authority
from that then currently exercised by you, (iii) a change in control of the
Company, whether it is caused by the acquisition of a majority of the
outstanding shares of Common Stock of the Company or a change in a majority of
the directors of the Company, to which you object, or (iv) any material failure
(other than a failure to make payments) by the Company to comply with any of the
provisions of this Agreement, which change or failure, as the case may be,
continues unremedied for thirty (30) days after you have given the Board written
notice of such change or failure which notice specifies in detail the change or
failure, as the case may be. You shall evidence such election by notice in
writing to the Company within 30 days after you receive notification of any of
such events; conversely, if you have concluded in good faith that any of the
events referred to in clauses (i) through (iv) hereof shall have occurred, you
shall be entitled to serve notice upon the Company and termination will be
deemed to have occurred under this subparagraph (a) if cure shall not have been
effected within 30 days after such notice.


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                  (b) NOTICE. Except in the case of termination "for cause"
which shall be effective immediately upon written notice thereof which
notification shall state the reasons for such termination, the party desiring to
terminate your employment hereunder shall notify the other party hereto in
writing at least 60 days before the effective date of the termination of your
employment hereunder which notification shall state the reasons for such
termination and the effective date of the termination of your employment.

            9. CONFIDENTIALITY.

                  (a) Except as required by subpoena or judicial edict, during
your employment hereunder and thereafter for one year, you will not disclose,
communicate or divulge to any person (other than to officers or employees of the
Company whose duties require such knowledge or to officers or employees of other
entities if the purpose of such disclosure is to further the Company's business
with such entities and is reasonably required therefor) or use for your personal
benefit or the benefit of anyone other than the Company, any confidential
information employed in or proposed to be employed in the Company's business
which comes to or came to your knowledge in the course of or by reason of your
prior employment by the Company and which is not otherwise in the public domain.

                  (b) Upon the termination of your employment hereunder, you
promptly will deliver to the Company all memoranda records, reports and other
documents (and all copies thereof) relating to the Company's business, which you
may then possess or have under your control.

            10. ADDITIONAL PROVISIONS.

                  (a) NON-ASSIGNABILITY. Neither you nor the Company may assign
this Agreement without the consent of the other party hereto.

                  (b) INTEREST. If the Company fails to pay you the compensation
provided in Paragraph 7 when due, all unpaid amounts owed by the Company to you
under such paragraph of this agreement shall bear interest at the lower of (i)
the rate of 2% over the rate publicly announced, from time to time, by The Chase
Manhattan Bank, N.A. in New York, New York as its "prime rate" or (ii) the
highest rate permitted by law, from the date due until paid.

                  (c) NOTICES. All notices or statements required or permitted
to be given hereunder shall be in writing and shall be given either personally,
or by mailing the same in a sealed envelope, first-class mail, postage prepaid
and either certified or registered, return receipt requested, addressed to the
Company at its principal offices and to you at your address set forth on page 1
hereof or at such other address as either party shall designate by notice to the
other in the manner provided herein for giving notice. All notices and
statements shall be deemed to have been given (i) on the date of delivery, if
delivered personally; (ii) one business day after delivery to a nationally
recognized courier service if marked for next business day delivery; or (iii)
five business days after the date of mailing, if mailed.


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                  (d) INJUNCTION. You agree that violations of Paragraph 9 may
cause irreparable injury to the Company for which the remedy at law is not
adequate, and the Company shall be entitled to preliminary, permanent and other
injunctive relief against any breach of the provisions of Paragraph 9.

                  (e) ARBITRATION. Except as provided in subparagraph (d)
hereof, any dispute or controversy arising out of or relating to this Agreement,
or any breach of this Agreement, shall be settled by arbitration to be held in
the City of New York in accordance with the rules then in effect of the American
Arbitration Association or any successor thereto. The arbitrator may grant
injunctive or other relief in such dispute or controversy. The decision of the
arbitrator shall be final, conclusive, and binding on the parties to the
arbitration. Judgment may be entered on the arbitrator's decision in any court
having jurisdiction, and the parties irrevocably consent to the jurisdiction of
the New York State courts for this purpose. In any such arbitration, the parties
waive personal service of any process or other papers and agree that service
thereof may be made in accordance with Paragraph 10(c).

                  (f) AMENDMENTS. This Agreement may not be changed, amended,
terminated or superseded orally, but only by an agreement in writing, nor may
any of the provisions hereof be waived orally, but only by an instrument in
writing, in any such case signed by the party against whom enforcement of any
change, amendment, termination, waiver, modification, extension or discharge is
sought.

                  (g) HEADINGS. All descriptive headings of the several
paragraphs or subclauses of this Agreement are inserted for convenience only and
shall be given no effect in the construction of this Agreement.

                  (h) COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                  (i) SEVERABILITY. If any provision of this Agreement, or part
thereof, is held to be unenforceable, the remainder of this Agreement and
provision, as the case may be, shall nevertheless remain in full force and
effect.

                  (j) ENTIRE AGREEMENT. This Agreement contains the entire
agreement and understanding between the Company and you with respect to the
subject matter hereof.

                  (k) GOVERNING LAW. This Agreement and all of the provisions
hereof will be governed by and construed and enforced in accordance with the
laws of the State of New York as an agreement made and to be performed entirely
within such State.

                  (l) INDEMNIFICATION. For so long as you are an officer of the
Company, the Company shall not amend its bylaws or Certificate of Incorporation
so as to amend its existing policies as to indemnification of officers and
directors of the Company


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without your prior written consent; provided that you shall be deemed to have
given such consent with respect to any such amendment as may be required by law,
rule or regulation applicable to the Company.

            If the foregoing is acceptable to you, kindly execute a copy of this
letter and return it to the Company, whereupon it shall become binding upon you
and the Company.

                                    Very truly yours,

                                    WINFIELD CAPITAL CORP.


                                    By: /s/ DAVID GREENBERG
                                       -------------------
                                            David Greenberg
                                            Managing Director





ACKNOWLEDGED AND
AGREED TO THIS 24TH DAY
OF JUNE, 1999, EFFECTIVE
AS OF THE EFFECTIVE DATE


By: /s/ PAUL A. PERLIN
   --------------------
        Paul A. Perlin



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