Exhibit 10.7

                                 NINTH AMENDMENT
                                       TO
                     REVOLVING CREDIT AND SECURITY AGREEMENT




     NINTH  AMENDMENT  ("Ninth  Amendment")  dated as of April  26,  1996 to (i)
Revolving Credit and Security Agreement dated as of May 13, 1994 (as amended and
waived to the date 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") and (ii)  Security  Agreement  dated as of May 13, 1994 (as amended and
waived to the date hereof and as may be further amended, supplemented,  modified
or waived from time to time,  the "Security  Agreement")  by and among Agent and
RECEIVABLE FINANCING CORPORATION,  LIFETIME OPTIONS, INC., A VIATICAL SETTLEMENT
COMPANY,  BUSINESS  FUNDING OF AMERICA,  INC.,  PREMIUM SALES  NORTHEAST,  INC.,
BUSINESS FUNDING OF FLORIDA,  INC., SETTLEMENT  SOLUTIONS,  INC. and AFC HOLDING
CORPORATION  (each of which  individually  is referred to as a "Guarantor"  and,
collectively, the "Guarantors").

                                   BACKGROUND


     Borrower has requested  that Agent and Lenders amend certain  provisions of
the Loan  Agreement  and the Agent and the  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. AMENDMENT TO LOAN  AGREEMENT.  Subject to satisfaction of the conditions
precedent 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 their  appropriate
alphabetical order:



<PAGE>



     "ADDITIONAL EQUIPMENT VALUE ADVANCES" shall mean the Advances made pursuant
to Section 2.2A(a) hereof.

     "ADDITIONAL  EQUIPMENT VALUE  BORROWING  PERIOD" shall have the meaning set
forth in Section 2.2A(a) hereof.

     "ELIGIBLE  CLIENT  FUNDED  INVENTORY"  shall have the  meaning set forth in
Section 2.2B(a) hereof.

     "INVENTORY  BORROWING  BASE"  shall have the  meaning  set forth in Section
2.2B(a).

     "INVENTORY  COLLATERAL  ASSIGNMENT  OF SECURITY"  shall mean the  agreement
executed by Borrower in favor of Agent  pursuant to which all rights of Borrower
under  each  Inventory   Collateral  Funding  Repayment  Agreement  and  related
documents (including all UCC-1 Financing  Statements) are collaterally  assigned
to Agent for its benefit and the benefit of the Lenders.

     "INVENTORY  COLLATERAL FUNDING REPAYMENT AGREEMENT" shall mean an Inventory
Collateral   Funding   Repayment   Agreement   and  such  other   agreements  in
substantially  the forms attached  hereto as Exhibit 1.2(d) entered into between
Borrower and a Client,  together with such modifications thereto as Borrower may
from time to time deem  appropriate or desirable and such other agreements to be
approved by Agent in its sole reasonable discretion; PROVIDED, HOWEVER, THAT, no
such modifications can be made without Agent's approval following the occurrence
and during the  continuance  of an Event of  Default,  such  approval  not to be
unreasonably withheld.

     "INVENTORY  VALUE  ADVANCES"  shall mean  Advances made pursuant to Section
2.2B(a) hereof.

     "INVENTORY  VALUE  BORROWING  PERIOD"  shall have the  meaning set forth in
Section 2.2B(a) hereof.

     "MAXIMUM  ADDITIONAL  EQUIPMENT VALUE ADVANCE AMOUNT" shall mean (i) during
the Additional  Equipment Value Borrowing Period,  the sum of (x) $2,000,000 and
(y) an amount equal to the actual  principal  amount of Equipment Value Advances
repaid (other than regularly scheduled monthly amortization payments) or prepaid
during the Additional  Equipment Value Borrowing Period not to exceed $2,000,000
and (ii) on and after April 1, 1996, the aggregate  outstanding principal amount
of Additional Equipment Value Advances made pursuant to Section 2.2A.

     "MAXIMUM INVENTORY VALUE ADVANCE AMOUNT" shall mean $2,500,000.

     "NINTH  AMENDMENT"  shall mean the Ninth Amendment to Revolving  Credit and
Security Agreement dated as of April 26, 1996.



                                       -2-


<PAGE>



     "NINTH  AMENDMENT  EFFECTIVE  DATE" shall mean the date on which all of the
conditions set forth in Section 4 of the Ninth Amendment are satisfied or waived
in writing by Agent.

     (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 Inventory  Value  Advances,  the Equipment  Value  Advances,  the
Additional Equipment Value Advances and Letters of Credit.

     "MAXIMUM REVOLVING ADVANCE AMOUNT" shall mean  $25,000,000.00  less the sum
of  (x)  outstanding  Equipment  Value  Advances,   (y)  outstanding  Additional
Equipment Value Advances and (z) outstanding Inventory Value Advances.

     "OTHER  DOCUMENTS"  shall mean the  Revolving  Credit  Note,  Stock  Pledge
Agreements,  Guaranty,  Security Agreement,  Collateral  Assignment of Security,
Equipment Collateral Assignment of Security,  Inventory Collateral Assignment of
Security and any and all other agreements, instruments and documents, including,
without limitation,  guaranties,  pledges, powers of attorney, consents, and all
other  writings  heretofore,  now  or  hereafter  executed  by  Borrower  and/or
delivered to Agent or any Lender in respect of the transactions  contemplated by
this Agreement.

     "REVOLVING  ADVANCES" shall mean Advances made other than Letters of Credit
but inclusive of Equipment Value Advances,  Additional  Equipment Value Advances
and Inventory Value Advances.

     (iii)  Clause (p) of the  definition  of "Eligible  Receivables"  is hereby
amended by deleting the words "15% of Tangible Net Worth" appearing  therein and
inserting  in lieu  thereof the words "15% of the sum of Tangible  Net Worth and
the aggregate principal amount of outstanding  Convertible,  Senior Subordinated
Notes".

     (b) Section  2.1(a) of the Loan  Agreement  is hereby  amended by inserting
"(other than Equipment Value Advances,  Additional  Equipment Value Advances and
Inventory Value Advances)" after the words "Revolving Advances" appearing in the
third line thereof.

     (c) Section  2.2(a) of the Loan Agreement is hereby amended by deleting the
last  sentence  thereof in its  entirety  and  inserting  the  following in lieu
thereof:

                    "Any  repayment  (other  than  regularly  scheduled  monthly
               amortization  payments) or prepayment of Equipment Value Advances
               made after the end of the Equipment Value Borrowing  Period shall
               be applied in inverse  order of  maturity  to the then  remaining
               monthly amortization of Equipment Value Advances."

                                       -3-


<PAGE>



     (d) Section 2.2(b) of the Loan Agreement is hereby amended by (x) replacing
clause (ii)(1) thereof in its entirety with "(i) the aggregate  principal amount
of Equipment Value Advances  outstanding shall not exceed the lesser of" and (y)
by deleting the word "and" appearing  immediately  before clause (ii)(2) thereof
and inserting  immediately after the figure  "$25,000,000"  appearing at the end
thereof the following:

                    ",  and (3) the sum of the  aggregate  principal  amount  of
               Equipment Value Advances  outstanding and the aggregate principal
               amount of Additional  Equipment Value Advances  outstanding shall
               not  exceed   $4,924,167   less   regularly   scheduled   monthly
               amortization  payments on and after the Ninth Amendment Effective
               Date with respect to  Equipment  Value  Advances  and  Additional
               Equipment Value Advances".

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

                    "2.2A  ADDITIONAL  EQUIPMENT VALUE ADVANCES.  (a) Subject to
               the  terms  and  conditions  of  this  Agreement,   each  Lender,
               severally  and not  jointly,  agrees  to make  loans to  Borrower
               ("Additional  Equipment  Value  Advances") to permit  Borrower to
               make  loans or  advances  to  Clients  secured  by Client  Funded
               Equipment in aggregate  amounts  outstanding at any time equal to
               such  Lender's  Commitment  Percentage  of the  lesser of (i) the
               Maximum   Additional   Equipment  Value  Advance   Amount,   (ii)
               eighty-five  percent (85%) of the  aggregate  amount from time to
               time  outstanding  of actual cash advances by Borrower to Clients
               which is  secured  by  Client  Funded  Equipment  or (iii)  sixty
               percent  (60%) of the  liquidation  value of such  Client  Funded
               Equipment;  PROVIDED,  HOWEVER, that under no circumstances shall
               Additional Equipment Value Advances be made against Client Funded
               Equipment  unless  Borrower has recorded on its books and records
               and actually made  advances or loans to a Client  pursuant to the
               applicable  Collateral  Funding Repayment  Agreement.  Additional
               Equipment  Value  Advances  shall  only be made on and  after the
               Ninth Amendment  Effective Date and on or prior to March 31, 1997
               (the "Additional  Equipment Value Borrowing Period").  During the
               Additional Equipment Value Borrowing Period, Borrower may use the
               Additional  Equipment  Value Advances by borrowing,  repaying and
               reborrowing,  all in  accordance  with the terms  and  conditions
               hereof.  The proceeds of each Additional  Equipment Value Advance
               requested  by Borrower  shall,  to the extent  Lenders  make such
               Additional Equipment Value Advance, be made available to Borrower
               on the day so requested by way of credit to Borrower's  Operating
               Account,  or such other bank as Borrower may designate  following
               notification to Agent, in immediately  available federal or other
               immediately  available funds.  The aggregate  principal amount of
               Additional Equipment Value Advances outstanding

                                       -4-


<PAGE>



               on the last day of the Equipment Value Borrowing Period will
               be amortized on the basis of a thirty-six (36) month amortization
               schedule  and  shall be  payable  in equal  monthly  installments
               commencing  on March 31,  1997 and on the last day of each  month
               thereafter  with the balance  payable 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.
               Any  repayment  or  prepayment  of  Additional   Equipment  Value
               Advances  made after the end of the  Additional  Equipment  Value
               Borrowing  Period shall be applied in direct order of maturity to
               the then remaining monthly  amortization of Additional  Equipment
               Value Advances.

                    (b)  The  agreement  of  Lenders  to  make  each  Additional
               Equipment  Value  Advance  is  subject  to  satisfaction  of  the
               following  conditions  precedent:  (i)  receipt  by  Agent of (1)
               copies  of  all  documentation  and  appraisals  required  to  be
               delivered  by a Client to  Borrower  pursuant  to the  applicable
               Collateral  Funding Repayment  Agreement,  (2) evidence that such
               Client has obtained insurance covering the theft,  destruction or
               other  loss of the  Client  Funded  Equipment  and (3) such other
               documentation  and evidence  that Agent may  reasonably  request,
               including,   without   limitation,   copies  of  UCC-1  financing
               statements  filed in  accordance  with  Section  6.10  hereof  or
               evidence  that  such  financing  statements  have  been  filed in
               accordance therewith and (ii) after giving effect thereto (1) the
               aggregate principal amount of Additional Equipment Value Advances
               outstanding  shall  not  exceed  the  lesser  of (i) the  Maximum
               Additional  Equipment  Value  Advance  Amount,  (ii)  eighty-five
               percent  (85%)  of  the  aggregate   amount  from  time  to  time
               outstanding  of actual cash  advances made by Borrower to Clients
               which is secured by Client Funded  Equipment in  accordance  with
               the Collateral Funding Repayment Agreement or (iii) sixty percent
               (60%) of the liquidation  value of such Client Funded  Equipment,
               (2)  the  aggregate   outstanding   Advances   shall  not  exceed
               $25,000,000, and (3) the sum of the aggregate principal amount of
               Equipment Value Advances  outstanding and the aggregate principal
               amount of Additional  Equipment Value Advances  outstanding shall
               not  exceed   $4,924,167   less   regularly   scheduled   monthly
               amortization  payments on and after the Ninth Amendment Effective
               Date with respect to  Equipment  Value  Advances  and  Additional
               Equipment Value Advances."

                    "2.2B INVENTORY VALUE ADVANCES. (a) Subject to the terms and
               conditions  of this  Agreement,  each Lender,  severally  and not
               jointly,  agrees  to make  loans to  Borrower  ("Inventory  Value
               Advances")  to  permit  Borrower  to make  loans or  advances  to
               Clients secured by Eligible  Client Funded  Inventory (as defined
               below) in aggregate amounts outstanding at any time equal to such
               Lender's  Commitment  Percentage of the lesser of (i) the Maximum
               Inventory Value Advance

                                       -5-


<PAGE>



               Amount or (ii) (x) to the extent (but only to the extent)
               that the aggregate amount from time to time outstanding of actual
               cash advances by Borrower to Clients which is secured by Eligible
               Client  Funded  Inventory is equal to or less than fifty  percent
               (50%) of the  liquidation  value of such  Eligible  Client Funded
               Inventory, thirty percent (30%) of the aggregate amount from time
               to time  outstanding  of such actual cash advances by Borrower to
               Clients secured by such Eligible Client Funded  Inventory and (y)
               to the extent (but only to the extent) that the aggregate  amount
               from time to time outstanding of actual cash advances by Borrower
               to Clients which is secured by Eligible  Client Funded  Inventory
               exceeds  50% of the  liquidation  value of such  Eligible  Client
               Funded  Inventory,  twenty-five  percent  (25%) of the  aggregate
               amount from time to time outstanding of such actual cash advances
               by Borrower to Clients  secured by such  Eligible  Client  Funded
               Inventory  (the sum of  preceding  clauses  (ii)(x) and (y),  the
               "Inventory  Borrowing Base");  PROVIDED,  HOWEVER,  that under no
               circumstances  shall  Inventory  Value  Advances be made  against
               Eligible Client Funded  Inventory unless Borrower has recorded on
               its books and records and  actually  made  advances or loans to a
               Client pursuant to the applicable  Inventory  Collateral  Funding
               Repayment  Agreement.  "Eligible  Client Funded  Inventory" shall
               mean,  with  respect  to any  Client,  all of such  Client's  raw
               materials  inventory and finished  goods  inventory to the extent
               (i) Borrower provides Agent with a written description thereof in
               reasonable  detail and a written  request that such  inventory be
               treated as Eligible  Client Funded  Inventory and (ii) Agent does
               not, within two business days of its receipt of such  description
               and request,  notify Borrower in writing that, in the exercise of
               Agent's  sole,  reasonable  discretion,   such  inventory  (or  a
               specified  portion  thereof) does not constitute  Eligible Client
               Funded  Inventory.   Notwithstanding   the  foregoing,   Borrower
               acknowledges  and agrees that dynamic  random access memory chips
               shall not  constitute  Eligible  Client Funded  Inventory  unless
               Agent  (in the  exercise  of its  sole and  absolute  discretion)
               affirmatively consents thereto in writing.

                    Inventory Value Advances shall only be made on and after the
               Ninth Amendment Effective Date and on or prior to the last day of
               the Term (the  "Inventory  Value Borrowing  Period").  During the
               Inventory Value Borrowing Period,  Borrower may use the Inventory
               Value  Advances by borrowing,  repaying and  reborrowing,  all in
               accordance with the terms and conditions  hereof. The proceeds of
               each Inventory Value Advance  requested by Borrower shall, to the
               extent  Lenders  make  such  Inventory  Value  Advance,  be  made
               available to Borrower on the day so requested by way of credit to
               Borrower's  Operating Account, or such other bank as Borrower may
               designate   following   notification  to  Agent,  in  immediately
               available  federal  or other  immediately  available  funds.  The
               aggregate principal amount of Inventory Value Advances


                                       -6-


<PAGE>



               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.

                    (b) The  agreement of Lenders to make each  Inventory  Value
               Advance is subject to  satisfaction  of the following  conditions
               precedent:   (i)   receipt   by  Agent  of  (1)   copies  of  all
               documentation and appraisals required to be delivered by a Client
               to  Borrower  pursuant  to the  applicable  Inventory  Collateral
               Funding  Repayment  Agreement,  (2) evidence that such Client has
               obtained insurance covering the theft,  destruction or other loss
               of the Client  Funded  Inventory,  (3) a copy of a duly  executed
               inventory   management  or  inventory   control  agreement  among
               Borrower, the applicable Client and DiversiCorp, Inc. (or another
               third party  collateral  monitoring firm selected by Borrower and
               reasonably   satisfactory   to   Agent)   and  (4)   such   other
               documentation  and evidence  that Agent may  reasonably  request,
               including,   without   limitation,   copies  of  UCC-1  financing
               statements  filed in  accordance  with  Section  6.10  hereof  or
               evidence  that  such  financing  statements  have  been  filed in
               accordance therewith and (ii) after giving effect thereto (1) the
               aggregate   principal   amount  of   Inventory   Value   Advances
               outstanding  shall  not  exceed  the  lesser  of (i) the  Maximum
               Inventory  Value Advance  Amount or (ii) the Inventory  Borrowing
               Base, and (2) the aggregate outstanding Advances shall not exceed
               $25,000,000."

     (f) Section 2.4 of the Loan Agreement is hereby amended in its entirety to
provide as follows:

                    "2.4 MAXIMUM ADVANCES (OTHER THAN EQUIPMENT VALUE ADVANCES,
               ADDITIONAL EQUIPMENT VALUE ADVANCES AND INVENTORY VALUE
               ADVANCES).

                    The  aggregate  balance of Advances  (other  than  Equipment
               Value Advances, Additional Equipment Value Advances and Inventory
               Value  Advances)  outstanding  at any time  shall not  exceed the
               lesser of (x) the Maximum  Revolving  Advance  Amount and (y) the
               Borrowing Base."


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

                    "2.5A  MAXIMUM  ADDITIONAL  EQUIPMENT  VALUE  ADVANCES.  The
               aggregate  balance of the  Additional  Equipment  Value  Advances
               outstanding  at any time  shall not  exceed the lesser of (i) the
               Maximum   Additional   Equipment  Value  Advance   Amount,   (ii)
               eighty-five  percent (85%) of the  aggregate  amount from time to
               time  outstanding  of actual cash advances by Borrower to Clients
               secured by Client Funded

                                       -7-


<PAGE>



               Equipment or (iii) sixty  percent  (60%) of the  liquidation
               value of such Client Funded Equipment."

                    "2.5B  MAXIMUM  INVENTORY  VALUE  ADVANCES.   The  aggregate
               balance of the Inventory  Value Advances  outstanding at any time
               shall not exceed the lesser of (i) the  Maximum  Inventory  Value
               Advance Amount or (ii) the Inventory Borrowing Base."

     (h) 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
               Advances  (other  than  Equipment   Value  Advances,   Additional
               Equipment Value Advances and Inventory Value Advances), Equipment
               Value Advances, Additional Equipment Value Advances and Inventory
               Value  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."

     (i) Clause (i) of Section 2.8 of the Loan  Agreement  is hereby  amended by
inserting  "(other than Equipment  Value  Advances,  Additional  Equipment Value
Advances and Inventory Value  Advances)"  after the words  "Revolving  Advances"
appearing therein.

     (j) The second  sentence of Section 2.10(c) of the Loan Agreement is hereby
amended by inserting "(other than Equipment Value Advances, Additional Equipment
Value  Advances  and  Inventory  Value  Advances)"  after the  words  "Revolving
Advances" appearing therein.

     (k) Section 2.12(a) of the Loan Agreement is hereby amended by deleting the
words "and/or  Equipment  Value  Advance"  after the words  "Revolving  Advance"
appearing in the first sentence  thereof and inserting in lieu thereof the words
", Equipment Value Advance,  Additional Equipment Value Advance and/or Inventory
Value Advance".

     (l) Section 2.12 (e) of the Loan  Agreement  is hereby  amended by deleting
the words "and,  subject to Section 2.2 hereof,  Equipment  Value  Advances,  as
applicable,"  after  the  words  "Revolving  Advances"  appearing  in the  first
sentence  thereof and  inserting  in lieu  thereof  the words  "and,  subject to
Sections  2.2, 2.2A and 2.2B hereof,  to Equipment  Value  Advances,  Additional
Equipment Value Advances and Inventory  Value  Advances,  as the case may be, as
applicable,".

     (m)  Clauses  (i),  (ii),  (iii) and (iv) of  Section  2.12(f)  of the Loan
Agreement  and  Sections  2.12(g) and 2.12(h) of the Loan  Agreement  are hereby
amended by inserting the words ", Equipment Value Advances, Additional Equipment
Value Advances and/or


                                       -8-


<PAGE>



     Inventory Value Advances (as the case may be)" immediately  after the words
"Revolving Advances" each place they appear therein.

     (n) Clauses (i), (vi), (vii),  (viii) and (xi) of Section 4.15(f)(2) of the
Loan  Agreement  are hereby  amended by  inserting ", the  Inventory  Collateral
Funding Repayment  Agreements,  if any," after the words "the Collateral Funding
Repayment Agreements, if any," each place they appear.

     (o) Section  4.15(g) of the Loan  Agreement is hereby  amended by inserting
the words ", the Inventory  Collateral  Funding Repayment  Agreements,  if any,"
after  the  words ",  the  Collateral  Funding  Repayment  Agreements,  if any,"
appearing in the second sentence thereof.

     (p)  Section  4.16 (c) of the  Loan  Agreement  is  hereby  amended  by (x)
redesignating clause (iii) thereof as clause (v) and (y) inserting the following
new clauses (iii) and (iv) after clause (ii) thereof:

                    ", (iii)  deposit  proceeds of  Additional  Equipment  Value
               Advances  made  pursuant  to  Section  2.2A  hereof  for  use  in
               accordance  with the  provisions  of Section  2.2A  hereof,  (iv)
               deposit  proceeds of Inventory  Value  Advances  made pursuant to
               Section  2.2B  hereof for use in  accordance  with  Section  2.2B
               hereof"

     (q) Section 6.10 of the Loan  Agreement  is hereby  amended by deleting the
words  "and  applicable  Collateral  Funding  Repayment  Agreement,  if any" and
inserting the words ", applicable  Collateral Funding Repayment Agreement and/or
applicable Inventory  collateral Funding Repayment  Agreement,  if any," in lieu
thereof.

     (r) Section  7.5(d) of the Loan Agreement is hereby amended by deleting the
words "or Collateral Funding Repayment  Agreements"  appearing before clause (i)
thereof and inserting the words ", Collateral Funding Repayment  Agreements,  if
any, or Inventory  Collateral  Funding  Repayment  Agreements,  if any," in lieu
thereof.

     (s) Section  7.5(d)(ii) of the Loan Agreement is hereby amended by deleting
the words "or Collateral  Funding Repayment  Agreement,  as the case may be" and
inserting  the words  "or,  if  applicable,  its  Collateral  Funding  Repayment
Agreement or its Inventory  Collateral  Funding  Repayment  Agreement,"  in lieu
thereof.

     (t) Section  8.2(c) of the Loan Agreement is hereby amended by deleting the
words "or Section 2.5 hereof,  as applicable" and inserting the words ", Section
2.5, Section 2.5A or Section 2.5B, as applicable" in lieu thereof.

     (u) Section 9.2 of the Loan  Agreement is hereby  amended by replacing  the
word "and"  immediately  before  subsection  "(d)" with "," and  inserting a new
subsection "(e)" to read in its entirety as follows:



                                       -9-


<PAGE>



                    "and (e) a schedule of loans made by Borrower to its Clients
               which are secured by Eligible Client Funded Inventory stating the
               name of the  Client to which  such  loans are made and the dollar
               amount thereof".

     (v) Section 10.13 of the Loan  Agreement is hereby amended by inserting the
words  "or  Inventory  Collateral  Assignment  of  Security,"  after  the  words
"Equipment Collateral Assignment of Security".

     (w) Clause (ii) of Section  15.2(b) of the Loan Agreement is hereby amended
by inserting the words ", the Maximum Additional Equipment Value Advance Amount,
the Maximum  Inventory Value Advance Amount" after the words "Maximum  Equipment
Value Advance Amount" appearing therein.

     3. Subject to satisfaction of the conditions precedent set forth in Section
4 below, the Security Agreement is hereby amended as follows:

                    (a) Section 3(b) of the Security Agreement is hereby amended
               by  inserting  the  words  "and  Inventory   Collateral   Funding
               Repayment   Agreement"  after  the  words   "Collateral   Funding
               Repayment Agreement".

                    (b) Clauses  (i),  (vi),  (vii),  (viii) and (xi) of Section
               6(2) of the Security  Agreement  are hereby  amended by inserting
               the words "Inventory Collateral Funding Repayment Agreements,  if
               any," after the words "Collateral  Funding Repayment  Agreements,
               if any," each place they appear.

     4. CONDITIONS OF EFFECTIVENESS. This Ninth Amendment shall become effective
as of the date first above written (the "Ninth  Amendment  Effective Date") upon
receipt by the Agent of (i) this Ninth  Amendment  duly executed by Borrower and
the Required Lenders and consented to by each of the Guarantors,  (ii) three (3)
copies of the  Inventory  Collateral  Assignment  of Security  duly  executed by
Borrower,  (iii) a copy of the Inventory  Collateral Funding Repayment Agreement
in the form  attached  as  Exhibit  A hereto  (which  form  shall,  on the Ninth
Amendment  Effective  Date, be deemed to be Exhibit 1.2(d)  attached to the Loan
Agreement (without further action by Borrower,  Agent or any Lender)) and (iv) a
payment for the ratable benefit of the Lenders of an amendment fee in the amount
of $7,500.

     5. REPRESENTATIONS AND WARRANTIES.  Borrower hereby represents and warrants
as of the Ninth Amendment Effective Date as follows:

                    (a) This Ninth 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 Ninth  Amendment,  Borrower
               hereby  reaffirms all covenants,  representations  and warranties
               made in the Loan  Agreement  and agrees that all such  covenants,
               representations and warranties


                                      -10-


<PAGE>



               shall  be  deemed  to  have  been  remade  as of  the  Ninth
               Amendment Effective Date.

                    (c) No Event of  Default  or  Default  has  occurred  and is
               continuing  or would  exist  after  giving  effect to this  Ninth
               Amendment.

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

                    6. EFFECT ON THE LOAN AGREEMENT AND THE SECURITY AGREEMENT.

     (a) Upon the  effectiveness  of SECTIONS 2 AND 3 hereof,  each reference in
the Loan  Agreement  or the  Security  Agreement,  as the case may be,  to "this
Agreement,"  "hereunder,"  "hereof," "herein" or words of like import shall mean
and be a reference to the Loan Agreement or the Security Agreement,  as the case
may be, as amended hereby.

     (b) Except as specifically amended herein, the Loan Agreement, the Security
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) The execution, delivery and effectiveness of this Ninth 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,  the  Security
Agreement or any other  documents,  instruments  or agreements  executed  and/or
delivered under or in connection therewith.

     7. GOVERNING LAW. This Ninth  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 Ninth Amendment are included herein
for  convenience of reference only and shall not constitute a part of this Ninth
Amendment for any other purpose.

     9. COUNTERPARTS;  TELECOPY SIGNATURES. This Ninth Amendment may be executed
by the parties hereto in one or more counterparts,  each of which taken together
shall be  deemed  to  constitute  one and the  same  instrument.  Any  signature
delivered by a party by facsimile transmission shall be deemed to be an original
signature hereto.




                                      -11-


<PAGE>



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

                                    IBJ SCHRODER BANK & TRUST COMPANY
                                    as Agent and Lender


                                    By:_______________________
                                       Name:
                                       Title:

                                    NATIONAL CANADA FINANCE CORP., a Lender


                                    By:_______________________
                                       Name:
                                       Title:


                                    By:_______________________
                                       Name:
                                       Title:



                                    ALLSTATE FINANCIAL CORPORATION


                                    By: ___________________________
                                        Name:         Craig Fishman
                                        Title:        Senior Vice President
CONSENTED AND AGREED TO:

LIFETIME OPTIONS, INC., A
VIATICAL SETTLEMENT COMPANY


By: ___________________________
    Name:         Craig Fishman
    Title:        President

PREMIUM SALES NORTHEAST, INC.               AFC HOLDING CORPORATION


By: ___________________________             By:______________________________
    Name:         Craig Fishman                Name: Craig Fishman
    Title:        Senior Vice President        Title: Senior Vice President

                       [SIGNATURES CONTINUED ON NEXT PAGE]


                                      -12-


<PAGE>


RECEIVABLE FINANCING CORPORATION


By: ___________________________
    Name:         Craig Fishman
    Title:        Senior Vice President

BUSINESS FUNDING OF FLORIDA, INC.


By: ___________________________
    Name:         Craig Fishman
    Title:        Senior Vice President

BUSINESS FUNDING OF AMERICA, INC.


By: ___________________________
    Name:         Craig Fishman
    Title:        Senior Vice President

SETTLEMENT SOLUTIONS, INC.


By:______________________________
   Name:          Craig Fishman
   Title:         Senior Vice President




                                      -13-