FIRST AMENDMENT
                                       TO
          AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT




                  FIRST AMENDMENT ("First  Amendment") dated as of June 20, 1997
to the Amended and Restated  Revolving Credit and Security Agreement dated as of
May 28, 1997 (as  amended  and waived to the dated  hereof and as may be further
amended,  supplemented,  modified  or  waived  from  time  to  time,  the  "Loan
Agreement") by and among ALLSTATE FINANCIAL CORPORATION, a corporation organized
under the laws of the Commonwealth of Virginia ("Borrower"), IBJ SCHRODER BANK &
TRUST COMPANY ("IBJS"), the other lenders party to the Loan Agreement (IBJS, and
each of the other  lenders which may now or in the future be a party to the Loan
Agreement,  the  "Lenders")  and IBJS, as agent for the Lenders  (IBJS,  in such
capacity, the "Agent").


                                   BACKGROUND


                  Borrower has  requested  that Agent and Lenders  amend certain
provisions  of the Loan  Agreement and Agent and Lenders are willing to do so on
the terms and conditions hereafter set forth.

                  NOW,  THEREFORE,  in  consideration  of any loan or advance or
grant of credit  heretofore or hereafter  made to or for the account of Borrower
by  Lenders,  and for other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                  1.       Definitions.  All capitalized terms not otherwise
defined herein shall have the meanings given to them in the Loan
Agreement.

                  2.       Amendments to Loan Agreement.  Subject to
satisfaction of the conditions set forth in Section 4 below, the
Loan Agreement is hereby amended as follows:

                  (a)      Section 1.2 of the Loan Agreement is hereby amended
as follows:

                           (i) the following defined terms are hereby added in
appropriate alphabetical order:

               "Allstate Factors" shall mean the Allstate Factors
division of Borrower.

                "Allstate Factors Borrowing Base" shall have the
meaning set forth in Section 2.2B(a).


<PAGE>




                           "Allstate Factors Advances" shall mean the Advances
made to Allstate Factors pursuant to Section 2.2B(a) hereof.

                "Allstate Factors Lockbox Account" shall have the
meaning set forth in Section 4.16(a).

                           "Allstate Factors Operating Account" shall have the
meaning set forth in Section 4.16(d).

                           "Amounts Due From Republic" shall mean, at any time,
all amounts or balances (i) due from Republic to Borrower (or Allstate  Factors)
at such time (whether or not payable at such time) and (ii)  otherwise  standing
on the books of Republic to the credit of Borrower (or Allstate Factors) at such
time,  but only to the extent  such  amounts,  balances  or credits  are payable
directly to the Allstate  Factors  Lockbox  Account under and in accordance with
the terms of this Agreement and the Republic Intercreditor Agreement.

                           "First Amendment" shall mean the First Amendment
dated as of June 20, 1997 to Amended and Restated  Revolving Credit and Security
Agreement dated as of May 28, 1997.

                           "First Amendment Effective Date" shall mean the date
on which all  conditions  set forth in  Section  4 of the  First  Amendment  are
satisfied or waived in writing by the Agent.

                           "Republic" shall mean Republic Business Credit
Corporation and shall include its successors and assigns.

                           "Republic Collateral" shall mean "Collateral" as
defined in Section 3 of the Republic Factoring Agreement.

                           "Republic Factoring Agreement" shall mean the
Factoring  Agreement  between  Borrower  (or  Allstate  Factors) and Republic in
substantially  the form attached  hereto as Exhibit  1.2(e),  together with such
modifications  thereto  as  Borrower  and  Republic  may from  time to time deem
appropriate or desirable;  provided,  however, that no such modifications can be
made, without Agent's prior approval,  (i) at any time, to (a) the definition of
"Collateral"  set forth in Section 3 thereof,  (b)  Section 4 thereof or (c) the
definition of "Receivables"  set forth in Section 15 thereof,  or (ii) following
the  occurrence  and during the  continuance  of an Event of Default,  any other
Section thereof, such approval not to be unreasonably withheld.

                           "Republic Intercreditor Agreement" shall mean the
Subordination  Agreement and Assignment of Monies Due Under Factoring  Agreement
among Republic,  Agent and Borrower (or Allstate  Factors) in substantially  the
form attached hereto as Exhibit 1.2(f), together with such modifications thereto
as may be made from time to time in accordance with the terms thereof.

                                        2

<PAGE>




                          (ii)    the following defined terms are hereby amended
in their entirety to provide as follows:

                           "Advances" shall mean and include, without
duplication, the Revolving Advances, the Allstate Factors Advances,
the Inventory Value Advances, the Equipment Value Advances and
Letters of Credit.

                           "Borrower" shall have the meaning set forth in the
preamble to this  Agreement  and shall extend to all  permitted  successors  and
assigns.  Unless the  context  otherwise  requires,  the term  "Borrower"  shall
include  Allstate  Factors.  In certain  circumstances in this Agreement and the
Other  Documents,  the  term  "Borrower"  may  be  followed  by  words  such  as
"including,  without limitation,  Allstate Factors" or other words or phrases of
similar import. In such  circumstances,  the reference to "Allstate  Factors" is
intended to provide emphasis only and not to exclude "Allstate Factors" from the
term "Borrower" in other circumstances.  In addition, the inclusion of "Allstate
Factors" is for emphasis only and is not intended to mean that Allstate  Factors
has a legal existence separate from that of Borrower.

                           "Cash Collateral Account" shall have the meaning set
forth in Section 2.10(d).

                           "Revolving Advances" shall mean Advances made other
than Letters of Credit, Equipment Value Advances, Inventory Value
Advances and Allstate Factors Advances.

                           (iii)            the word "and" appearing immediately
before  clause  (n) of the  definition  of  "Permitted  Encumbrances"  is hereby
deleted;  clause (n) of the  definition  of "Permitted  Encumbrances"  is hereby
re-lettered clause (o) and the following new clause (n) is inserted  immediately
before clause (o) (as re-lettered):

                "(n) Liens on the Republic Collateral in favor of
                Republic (which Liens may be senior to the Liens
                thereon in favor of Agent) relating solely to the
                Republic Collateral, but only to the extent such
                Liens do not secure outstanding Indebtedness for
                  borrowed money by, or actual cash advances by
                 Republic to, Borrower or Allstate Factors; and"

                           (iv)     the definition of "Receivables" is hereby
amended by (x) inserting the words ", without  duplication"  immediately  before
clause (a) thereof, (y) re-designating clause (iv) thereof as clause (v) and (z)
inserting the following new clause (iv) at the end of clause "(iii)" thereof:

                           "(iv)  the Republic Factoring Agreement (including,
                           without limitation, all Amounts Due from Republic)"

                                        3

<PAGE>




                           (v)     Exhibit 1.2(c) attached to the Loan Agreement
is hereby  amended  to  include  as a  "Factoring  Agreement"  an  agreement  in
substantially  the form attached hereto as Exhibit I and the Republic  Factoring
Agreement  and the  Republic  Intercreditor  Agreement  are hereby  attached  as
Exhibits 1.2(e) and 1.2(f), respectively, to the Loan Agreement.

                  (b)      Section 2.1(a)(x) of the Loan Agreement is hereby
amended by deleting the parenthetical phrase appearing therein and
inserting the following in lieu thereof:

                  "(less  the sum of the  aggregate  amount  of (I)  outstanding
                  Letters of Credit, (II) outstanding  Equipment Value Advances,
                  (III)   outstanding   Inventory   Value   Advances   and  (IV)
                  outstanding Allstate Factors Advances"

                  (c) The Loan  Agreement  is hereby  amended by  inserting  the
following new Section 2.2B immediately after Section 2.2A thereof:

                  "2.2B Allstate Factors Advances.  (a) Subject to the terms and
         conditions of this Agreement,  each Lender,  severally and not jointly,
         agrees to make loans to Allstate Factors  ("Allstate Factors Advances")
         in aggregate  amounts  outstanding  at any time equal to such  Lender's
         Commitment  Percentage  of the  lesser  of (x)  the  Maximum  Revolving
         Advance Amount (less the sum of the aggregate amount of (I) outstanding
         Revolving  Advances,   (II)  outstanding   Letters  of  Credit,   (III)
         outstanding  Equipment  Value Advances and (IV)  outstanding  Inventory
         Value Advances) or (y) an amount equal to the lesser of 85% (subject to
         increase or decrease in the same manner as changes to the Advance Rates
         under Section  2.1(b) hereof) of (i) the Amounts Due from Republic from
         time to time or (ii) the aggregate amount from time to time outstanding
         of actual cash advances by Allstate  Factors to Clients  secured by the
         Amounts  Due from  Republic  at such time,  less (in either  case) such
         reserves as Agent may reasonably deem proper and necessary from time to
         time in connection with charges, judgments or other amounts which Agent
         may  have to pay to  preserve  the  Amounts  Due from  Republic  or the
         priority of the Lien of the Agent therein  (preceding  clause (y)(i) or
         (ii), as applicable, the "Allstate Factors Borrowing Base").

         (b)  Allstate  Factors  Advances  shall be made on and  after the First
         Amendment Effective Date and thereafter during the Term, subject to the
         terms hereof. Allstate Factors may use the Allstate Factors Advances by
         borrowing,  repaying and reborrowing,  all in accordance with the terms
         and conditions  hereof.  The proceeds of each Allstate  Factors Advance
         requested by Allstate  Factors  shall,  to the extent Lenders make such
         Allstate Factors Advance,  be made available to Allstate Factors on the
         day so requested by way of credit to

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<PAGE>



         Allstate Factors Operating Account, in immediately available federal or
         other  immediately  available funds. The aggregate  principal amount of
         Allstate Factors Advances outstanding on the last day of the Term shall
         be  payable  in full  upon  the  expiration  of the  Term,  subject  to
         acceleration  upon the  occurrence  of an Event of  Default  under this
         Agreement or termination of this Agreement.

                  (d) The Loan  Agreement  is hereby  amended by  inserting  the
following new Section 2.5B immediately after Section 2.5A thereof:

                "Maximum Allstate Factors Advances. The aggregate
balance of Allstate  Factors  Advances  outstanding at any time shall not exceed
the lesser of (x) the Maximum  Revolving  Advance  Amount  less (a)  outstanding
Revolving Advances, (b) outstanding Letters of Credit, (c) outstanding Equipment
Value Advances and (d) outstanding Inventory Value Advances and (y) the Allstate
Factors Borrowing Base."

                  (e)      Section 2.6 of the Loan Agreement is hereby amended
in its entirety to provide as follows:

                           "2.6  Repayment  of Excess  Advances.  The  aggregate
                  balance  of  Revolving  Advances,   Equipment  Value  Advance,
                  Inventory Value Advances and Allstate Factors Advances, as the
                  case may be,  outstanding at any time in excess of the maximum
                  permitted  under  Section 2.4,  Section  2.5,  Section 2.5A or
                  Section  2.5B, as  applicable,  shall be  immediately  due and
                  payable  without the  necessity of any demand,  at the Payment
                  Office,  whether  or not a  Default  or Event of  Default  has
                  occurred."

                  (f) Section  2.8 of the Loan  Agreement  is hereby  amended by
inserting the following new clause immediately after clause (c) thereof:

                  "less (d) outstanding Allstate Factors Advances"

                  (g)      Section 2.10(c) of the Loan Agreement is hereby
amended by inserting the following new clause immediately after
clause (iv) thereof:

                  "less (v) outstanding Allstate Factors Advances"

                  (h) Section 2.12 (a) of the Loan  Agreement is hereby  amended
by inserting the words ", Allstate  Factors  Advance" after the words "Equipment
Value Advance" appearing in the first sentence thereof.

                  (i)      Sections 2.12(h) and (j) of the Loan Agreement are
hereby amended by deleting the words "Revolving Advances" appearing

                                        5

<PAGE>



therein and inserting in lieu thereof the words "Advances (other than Letters of
Credit)".

                  (j)      The first sentence of Section 2.12(k) of the Loan
Agreement is amended in its entirety to read as follows:

                  "Each  payment  (including  each  prepayment)  by  Borrower on
                  account of the  principal  of and  interest  on the  Revolving
                  Credit Note,  shall,  subject to Sections  2.1,  2.2, 2.2A and
                  2.2B, be applied to the Revolving  Advances,  Equipment  Value
                  Advances,   Inventory  Value  Advances  and  Allstate  Factors
                  Advances,  as  the  case  may  be,  as  applicable,  pro  rata
                  according to the Commitment Percentages of the Lenders."

                  (k)  Sections  2.12(l)(i),  2.12(m)  and  2.12(n)  of the Loan
Agreement  are  hereby  amended  by  inserting  the  words ",  Allstate  Factors
Advances"  after the words  "Equipment  Value  Advances"  each place they appear
therein.

                  (l) Section  4.4 of the Loan  Agreement  is hereby  amended by
inserting the  parenthetical  phrase "(but subject in all events to the terms of
the Republic  Intercreditor  Agreement)"  immediately  after the words "Event of
Default" appearing therein.

                  (m) Section 4.6 of the Loan Agreement is hereby amended by (x)
inserting  the words  "(but  subject in all events to the terms of the  Republic
Intercreditor  Agreement)"  after the words "Event of Default"  appearing in the
fourth  sentence  thereof  and (y)  deleting  the last  sentence  thereof in its
entirety and inserting the following in lieu thereof:

                  "Following the occurrence  and during the  continuation  of an
                  Event of Default,  Borrower  shall (except with respect to the
                  Republic   Collateral)  at  Agent's  request,  and  Agent  may
                  (subject   to  the   terms  of  the   Republic   Intercreditor
                  Agreement),  at its option, instruct all suppliers,  carriers,
                  forwarders,  warehouses  or others  receiving or holding cash,
                  checks,  Inventory,  documents or  instruments  in which Agent
                  holds a  security  interest  to deliver  same to Agent  and/or
                  subject  to  Agent's   order  and  if  they  shall  come  into
                  Borrower's  possession  they and each of them  (except  to the
                  extent any of them constitute Republic  Collateral),  shall be
                  held by  Borrower  in trust as Agent's  trustee and (except to
                  the  extent  any  of  them  constitute  Republic   Collateral)
                  Borrower  shall  immediately  deliver  them to  Agent in their
                  original form together with any necessary endorsement."

                  (n) Section 4.15(d) of the Loan Agreement is hereby amended by
(x) inserting the parenthetical  phrase "(other than Receivables that constitute
Republic Collateral)" immediately after

                                        6

<PAGE>



the word "Receivables" appearing in the first sentence thereof and (y) inserting
the words "or cause to be deposited in the Allstate Factors Lockbox Account,  as
the case may be," immediately after the words "Lockbox Account" appearing in the
second sentence thereof.

                  (o) Section 4.15(e) of the Loan Agreement is hereby amended by
(x)  inserting  the  parenthetical  phrase  "(but  subject  to the  terms of the
Republic  Intercreditor  Agreement)"  immediately  after  the  words  "Event  of
Default"  appearing  in the first  sentence  thereof  and (y) by  inserting  the
parenthetical  phrase  "(subject  to the  terms  of the  Republic  Intercreditor
Agreement)"  immediately  after the phrase  "Agent  shall  have the sole  right"
appearing in the second sentence thereof.

                  (p)  Section  4.15  (f)(2)  of the Loan  Agreement  is  hereby
amended by inserting the parenthetical phrase "(but subject in all events to the
terms of the  Republic  Intercreditor  Agreement)"  immediately  after the words
"Event of Default" appearing at the end of the introductory paragraph thereof.

                  (q) Sections  4.15(f)(5) and 4.15(g) of the Loan Agreement are
hereby amended by inserting the parenthetical  phrase "(but subject to the terms
of the Republic Intercreditor  Agreement)" immediately after the words "Event of
Default" each place they appear therein.

                  (r)      Section 4.16(a) of the Loan Agreement is hereby
deleted in its entirety and the following is inserted in lieu
thereof:

                  "(a)  Commencing on the Original  Closing Date and for so long
                  as any  Obligations  are  outstanding,  Borrower shall deposit
                  within three (3) Business  Days  following the date of receipt
                  thereof or cause to be deposited  directly  all cash,  checks,
                  notes, drafts or other similar items of payment relating to or
                  constituting   payments   made  in  respect  of  any  and  all
                  Receivables  (other than Amounts Due from Republic and amounts
                  due in respect of the Republic Collateral) into one collection
                  account in Borrower's  name at each bank set forth on Schedule
                  4.16 hereto that have no rights of setoff or recoupment or any
                  other claim against such accounts (collectively,  the "Lockbox
                  Accounts").  To the extent that any Lockbox  Accounts are from
                  time to time  maintained  at Agent or any  other  Lender,  all
                  cash, checks, notes, drafts and other similar items of payment
                  from time to time deposited in such Lockbox  Accounts shall be
                  made  available  to Borrower  for all  purposes  hereof at the
                  times and in a manner  consistent  with IBJS's past  practices
                  with Borrower.

                  Commencing on the date on which the Republic Factoring
                  Agreement becomes effective and for so long as it remains

                                        7

<PAGE>



                  effective  and  any  Obligations  are  outstanding,   Borrower
                  (including  Allstate  Factors)  shall,  at the time and to the
                  extent  same  would   otherwise   be   available  to  Borrower
                  (including  Allstate Factors) under and in accordance with the
                  Republic  Factoring  Agreement,  cause Republic to deposit all
                  Amounts Due from Republic directly into one collection account
                  in Borrower's (or Allstate  Factors' name) maintained at Agent
                  (the "Allstate  Factors  Lockbox  Account").  All amounts from
                  time to time deposited in the Allstate Factors Lockbox Account
                  shall be made  available to Allstate  Factors for all purposes
                  hereof  at the times and in a manner  consistent  with  IBJS's
                  past  practices  with  Borrower's   deposits  to  the  Lockbox
                  Account(s).  Blocked account arrangements shall be established
                  with the banks at which the Lockbox  Accounts and the Allstate
                  Factors Lockbox Account are maintained.

                  At any  time  when an  Event  of  Default  is not  continuing,
                  Borrower  may pay down the  Advances  (other  than  Letters of
                  Credit) by (i) wiring  funds from the  Lockbox  Account or the
                  Allstate  Factors  Lockbox  Account,  as the case  may be,  to
                  Agent's depository account as designated by Agent from time to
                  time (the "Depository Account"),  and (ii) providing notice to
                  Agent of such deposit. At any time when an Event of Default is
                  not  continuing,  Borrower may, in lieu of wiring funds to the
                  Depository Account, cause the transfer of funds in the Lockbox
                  Accounts to the  Operating  Accounts and funds in the Allstate
                  Factors  Lockbox  Account to the  Allstate  Factors  Operating
                  Account.

                  At any time  when an  Event  of  Default  is  continuing,  all
                  amounts  deposited  in the Lockbox  Accounts  and the Allstate
                  Factors  Lockbox  Account  shall on the  same  day  that  such
                  amounts are available for transfer, unless the Lockbox Account
                  banks are, or the Allstate  Factors  Lockbox  Account bank is,
                  otherwise instructed by Agent, be deposited via wire transfer,
                  in immediately  available funds, into the Depository  Account.
                  Notwithstanding  the foregoing,  unless an Event of Default is
                  continuing  under Section 10.1, 10.7 or 10.8 hereof,  Allstate
                  Factors  shall  be  permitted  to  transfer  amounts  from the
                  Allstate  Factors  Lockbox  Account  to the  Allstate  Factors
                  Operating  Account  to the  extent  (but  only to the  extent)
                  necessary to enable Allstate  Factors to remit such amounts to
                  (or for the benefit or account of) Clients of Allstate Factors
                  who have no  outstanding  loans or advances  owing to Allstate
                  Factors.

                  Agent  shall give  Borrower  at least five (5)  Business  Days
                  notice prior to changing the Depository Account. So long as no
                  Default has occurred, Borrower may open a Lockbox

                                        8

<PAGE>



                  Account  with  any  bank in lieu of or in  addition  to  those
                  listed on Schedule 4.16 hereto;  provided,  however,  that (i)
                  Agent  shall have  consented  to the  opening of such  Lockbox
                  Account with such bank, and (ii) at the time of the opening of
                  such Lockbox Account Borrower shall deliver to Agent a blocked
                  account  agreement duly executed by Borrower and such bank, in
                  form and substance satisfactory to Agent. The Lockbox Accounts
                  and  the  Allstate  Factors  Lockbox  Account  shall  be  cash
                  collateral  accounts,  with all cash, checks and other similar
                  items of  payment  in such  accounts  securing  payment of the
                  Obligations, and in which Borrower will have granted a Lien to
                  Agent for the benefit of Lenders."

                  (s)      Section 4.16 of the Loan Agreement is hereby further
amended by inserting the following new subsection (d) immediately
after subsection (c) thereof:

                  "(d) Borrower (or Allstate  Factors) shall maintain an account
                  (the  "Allstate   Factors   Operating   Account")  at  a  bank
                  acceptable  to Agent in which Agent or Lenders shall from time
                  to time,  (i) deposit  proceeds of Allstate  Factors  Advances
                  made  pursuant  to  Section  2.2B  hereof  to be used  for the
                  working  capital  and  general  corporate  needs  of  Allstate
                  Factors and (ii) in accordance with Section 4.16(a),  cause or
                  permit  transfers from the Allstate  Factors Lockbox  Account.
                  The  Allstate  Factors  Operating  Account  shall  be  a  cash
                  collateral  account,  with all cash  checks and other  similar
                  items of  payment  in such  account  securing  payment  of the
                  Obligations,  and in which  Borrower  (and  Allstate  Factors)
                  hereby  grants a Lien to Agent  for the  benefit  of  Lenders,
                  provided that,  unless an Event of Default is continuing under
                  Section  10.1,  10.7 or 10.8  hereof,  neither  Agent  nor any
                  Lender  shall  exercise  its  rights,  remedies or powers with
                  respect to any  amounts on  deposit  in the  Allstate  Factors
                  Operating  Account  to the  extent  (but  only to the  extent)
                  Allstate  Factors  is  obligated   pursuant  to  one  or  more
                  Factoring  Agreements  to remit  such  amounts  to (or for the
                  benefit or account of) Clients of Allstate Factors who have no
                  outstanding loans or advances owing to Allstate Factors.

                  (t) Section  6.4 of the Loan  Agreement  is hereby  amended by
inserting the parenthetical  phrase (x) "(other than Receivables that constitute
Republic Collateral) immediately after the word "Collateral" appearing in clause
(a) thereof, (y) "(except to the extent such Receivables are sold,  transferred,
conveyed or assigned to Republic in accordance  with Section 7.1 hereof)" at the
end of clause (b) thereof,  and (z) "(other than a Receivable  that  constitutes
Republic  Collateral)"  immediately  after the word  "Receivable"  appearing  in
clause (c) thereof.

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<PAGE>




                  (u) Section 7.1 of the Loan Agreement is hereby amended by (i)
deleting  the  word  "and"  appearing  at the end of  clause  (ix)  thereof  and
inserting in lieu thereof "," and (ii)  inserting  the following new clause (xi)
immediately after clause (x) thereof:

                  "and (xi) Borrower (or Allstate  Factors) may sell,  transfer,
                  convey, assign or otherwise dispose of Receivables to Republic
                  but only if (i) such  Receivables  are  acquired  by  Allstate
                  Factors  pursuant  to a Factoring  Agreement  with a Client of
                  Allstate  Factors,  (ii)  such  sale,  transfer,   conveyance,
                  assignment or other  disposition is made to Republic  pursuant
                  to the Republic  Factoring  Agreement,  and (iii) the Republic
                  Intercreditor Agreement is in full force and effect"

                  (v) Section 7.8 of the Loan Agreement is hereby amended by (i)
inserting  immediately  after the date  "December 31, 1996"  appearing in clause
(iv) thereof the phrase "and credit balances and other amounts due to Clients of
Allstate  Factors  under  and  in  accordance  with  the  applicable   Factoring
Agreements  as long as such credit  balances and other  amounts are reflected on
Borrower's  balance  sheet in  accordance  with  generally  accepted  accounting
principles",  (ii)  deleting  the word "and"  appearing at the end of clause (x)
thereof and (iii)  inserting the following  new clause (xii)  immediately  after
clause (xi) thereof:

                  "and (xii)  Indebtedness  to Republic  under and in accordance
                  with the Republic Factoring  Agreement other than Indebtedness
                  for  borrowed  money or actual  cash  advances  by Republic to
                  Borrower (or Allstate Factors)"

                  (w) Section 7.9 of the Loan Agreement is hereby amended by (i)
deleting the date "December 31, 1993"  appearing in the first  sentence  thereof
and inserting in lieu thereof the date  "December  31, 1996" and (ii)  inserting
the following new sentence at the end thereof:

                  "Notwithstanding  the foregoing,  Borrower  (through  Allstate
                  Factors)  may  expand  its  business  (as  constituted  on the
                  Effective Date) to include traditional  factoring products and
                  services and other reasonably  related or incidental  products
                  and services.

                  (x)      Section 7.19(d) of the Loan Agreement is hereby
amended by inserting the following new, stand-alone sentence at the
end thereof:

                  "For purposes of Section 7.19(d)(ii),  "Receivables" shall not
                  include  Amounts Due from Republic and "Account  Debtor" shall
                  not include Republic."


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<PAGE>



                  (y) Section  8.2(c) of the Loan Agreement is hereby amended by
(i) deleting the word "or" before the words "Section 2.5A" and inserting in lieu
thereof "," and (ii)  inserting the words "or Section 2.5B"  immediately  before
the word "hereof" appearing therein.

                  (z) Section  9.2 of the Loan  Agreement  is hereby  amended by
inserting the following sentence immediately after the first sentence thereof:

                  "Within  three  (3)  business  days of  receipt  by  Borrower,
                  Borrower  shall  deliver  to  Agent  a copy  of  each  monthly
                  statement  received from Republic (together with all pertinent
                  supporting documentation received from Republic)."

                  (aa)     Section 11.1 of the Loan Agreement is hereby amended
by inserting the following sentence at the end thereof:

                  "Notwithstanding  anything to the  contrary  contained in this
                  Article  XI, the rights,  remedies  and powers of Agent or any
                  Lender shall, as they relate to Receivables sold, transferred,
                  conveyed or assigned to Republic in  accordance  with  Section
                  7.1  hereof,   be  subject  to  the  terms  of  the   Republic
                  Intercreditor Agreement."

                  (bb) Section 11.3 of the Loan  Agreement is hereby  amended by
inserting after the words "Agent and such Lender shall" the following clause:

                  ",  subject to Sections  4.16(a) and 4.16(d) as same relate to
                  transfers from the Allstate  Factors  Lockbox Account into the
                  Allstate  Factors  Operating  Account  and from  the  Allstate
                  Factors  Operating  Account to (or for the  benefit or account
                  of) Clients of Allstate Factors who have no outstanding  loans
                  or advances owing to Allstate Factors,"

                  3.  Each  Lender,  by its  signature  hereto,  authorizes  and
directs Agent to execute and deliver the Republic Intercreditor Agreement and to
take such actions from time to time as Agent deems  necessary or  appropriate to
comply with the terms thereof.

                  4.       Conditions of Effectiveness.     This First Amendment
shall become effective as of the date first above written (the
"First Amendment  Effective Date") upon receipt by Agent of a copy of this First
Amendment  duly executed by Borrower and each Lender and consented to by each of
the Guarantors.

                  5.       Representations and Warranties.       Borrower hereby
represents and warrants as of the First Amendment Effective Date as
follows:


                                       11

<PAGE>



                  (a) This First  Amendment and the Loan  Agreement,  as amended
         hereby, constitute the legal, valid and binding obligations of Borrower
         and  are  enforceable   against   Borrower  in  accordance  with  their
         respective terms.

                  (b) After  giving  effect to this  First  Amendment,  Borrower
         hereby reaffirms all covenants,  representations and warranties made in
         the Loan Agreement and the Security  Agreement and agrees that all such
         covenants,  representations and warranties shall be deemed to have been
         remade as of the First Amendment Effective Date.

                  (c) No  Event  of  Default  or  Default  has  occurred  and is
         continuing  or would exist,  in each case,  after giving effect to this
         First Amendment.

                  (d)      Borrower has no defense, counterclaim or offset to
         the Obligations.

                  6.       Effect on the Loan Agreement.

                  (a) Upon the effectiveness of Section 2 hereof, each reference
         in the Loan  Agreement  to  "this  Agreement,"  "hereunder,"  "hereof,"
         "herein" or words of like import  shall mean and be a reference  to the
         Loan Agreement as amended hereby.

                  (b) Except as specifically  amended hereby, the Loan Agreement
         and all other  documents,  instruments  and agreements  executed and/or
         delivered  in  connection  therewith,  shall  remain in full  force and
         effect, and are hereby ratified and confirmed.

                  (c)  Except as  expressly  set forth  herein,  the  execution,
         delivery and effectiveness of this First Amendment shall not operate as
         a waiver  of any  right,  power or remedy  of Agent  and  Lenders,  nor
         constitute a waiver of any provision of the Loan Agreement or any other
         documents, instruments or agreements executed and/or delivered under or
         in connection therewith.

                  7.       Governing Law.  This First Amendment shall be binding
upon and inure to the benefit of the parties hereto and their
respective  successors  and assigns and shall be  governed by and  construed  in
accordance with the laws of the State of New York.

                  8.       Headings.    Section headings in this First Amendment
are included herein for convenience of reference only and shall not
constitute a part of this First Amendment for any other purpose.

                  9.       Counterparts; Telecopy Signatures.         This First
Amendment may be executed by the parties hereto in  one  or  more  counterparts,
each of which taken together shall be deemed to

                                       12

<PAGE>



constitute  one and the same  agreement.  Any signature  delivered by a party by
facsimile transmission shall be deemed to be an original signature hereto.

                  IN  WITNESS  WHEREOF,   the  parties  hereto,  by  their  duly
authorized  officers,  have executed this First Amendment as of the day and year
first above written.

                                      IBJ SCHRODER BANK & TRUST
                                      COMPANY, as Agent and Lender


                                      By
                                        Name:
                                        Title:

                                      NATIONAL BANK OF CANADA, a
                                      Lender


                                      By
                                        Name:
                                        Title:


                                      By
                                        Name:
                                        Title:



                                      ALLSTATE FINANCIAL CORPORATION


                                      By
                                        Name:           Craig Fishman
                                        Title:          President




                                       13

<PAGE>


CONSENTED AND AGREED TO:

LIFETIME OPTIONS, INC., A
VIATICAL SETTLEMENT COMPANY


By
  Name:           Craig Fishman
  Title:          President

PREMIUM SALES NORTHEAST, INC.                      SETTLEMENT SOLUTIONS, INC.


By                                                 By
  Name:           Craig Fishman                    Name:          Craig Fishman
  Title:          President                        Title:         President

RECEIVABLE FINANCING CORPORATION


By
  Name:           Craig Fishman
  Title:          President

BUSINESS FUNDING OF FLORIDA, INC.


By
  Name:           Craig Fishman
  Title:          President

BUSINESS FUNDING OF AMERICA, INC.


By
  Name:           Craig Fishman
  Title:          President

AFC HOLDING CORPORATION


By
  Name:           Craig Fishman
  Title:          President


                                       14

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