Exhibit 10.14
Milberg Factors, Inc.
99 Park Avenue
New York, New York 10016

                               SECURITY AGREEMENT
                        (Accounts Receivable - Financing)

Gentlemen:

         We propose the  following  arrangements  with you,  effective as of the
date of your  acceptance,  wherein  you may make  loans  and  advances  to us in
accordance with the terms, provisions and conditions hereinafter stated:

         1. As security  for all such loans and  advances  (both  referred to as
"Advances"),  and for all other  debts,  liabilities  and  obligations  of every
nature  whatsoever  now or  hereafter  owing from the  undersigned  to you,  the
undersigned  hereby  sells,  assigns,  transfers,  sets over,  hypothecates  and
pledges to you at your office in the City of New York, with absolute recourse to
us, and  grants  you a security  interest  in all  Receivables  (as  hereinafter
defined)  and all  general  intangibles  (as such term is defined in the Uniform
Commercial  Code) and all  intellectual  property  including  but not limited to
lists, data, computer memory and software, now or hereafter owned by us. For the
purposes  of this  agreement  the term  "Receivables"  means  and  includes  all
accounts, accounts receivable, contract rights, instruments,  documents, chattel
paper and leases,  and any and all other forms of claims or obligations owing to
us,  whether  secured or unsecured,  all proceeds  thereof  including  insurance
thereon and all our rights as to any  merchandise  which is represented  thereby
(delivered or  undelivered)  including all of our rights of stoppage in transit,
replevin  and  reclamation  and as an  unpaid  vendor  or  lienor.  You shall be
privileged  to enjoy all the rights and remedies of the seller of such goods and
shall be and become subrogated to all guaranties and securities  possessed by us
or due to come into our  hands,  but you shall not be liable in any  manner  for
exercising  or refusing to exercise any rights  thereby  bestowed.  From time to
time at you  request,  but not  less  than  weekly,  we shall  provide  you with
schedules  describing  all  Receivables  created  or  acquired  by us,  in  form
satisfactory  to you, and shall execute and deliver to you at your office in the
City of New  York,  written  assignments  of such  Receivables  to you and shall
furnish  at the same  time  copies of  customers'  invoices  or the  equivalent,
together with original  shipping or delivery  receipts for all merchandise  sold
and/or the original of all contracts,  mortgages and other documents executed by
the customers and/or all notes,  bills,  acceptances or other evidences of their
indebtedness,  duly  endorsed  in blank by us,  and at the end of every  month a
detailed open item Accounts  Receivable Trial Balance indicating each customer's
name,  address and owing by individual  invoice and/or any other  information or
documents you may call upon us from time to time to submit,  but your failure to
request any or all of the  foregoing  or our  failure to deliver  same shall not
affect your security interest in or rights to Receivables.

         2.  At  the  time  of  assignment  of  Receivables   and   periodically
thereafter,  you may in your sole and absolute  discretion  make  Advances to us
which, in the aggregate at any time  outstanding,  will not exceed the lesser of
(i) $2,000,000.00 (the "Maximum Revolving Amount"), or (ii) eighty percent (80%)
(the "Advance  Percentage")  of the net face amount of all Eligible  Receivables
(as hereinafter  defined),  less such reserves as you may deem reasonably proper
and  necessary  from time to time,  and you will  charge the amount of each such
advance to our account.  Notwithstanding  the above,  it is understood  that you
may, at our  request,  from time to time advance a sum that is more or less than
the  sum  determined  by  application  of  the  above   percentage  of  Eligible
Receivables and may, in fact, make Advances at a time when there are no Eligible
Receivables.  You may,  or we shall upon  request  from you,  at any time notify
customers  that   Receivables  have  been  assigned  to  you.  You  may  collect
Receivables  directly  in your own name or our name and  charge  the  collection
costs and expenses to our account. But, until you give us other instructions, we
shall continue to make  collection of all  Receivables  for you. All payments on
account of Receivables shall be your specific property; we shall receive them as
your  trustee and we shall  immediately  deliver  them to you in their  original
form.  After allowing four (4) banking days for collection time, you will credit
all  such  payments  to our  account  and,  subject  to the  provisions  of this
Agreement,  you will at our request remit to us any net balance  standing to our
credit on your books, or any part thereof.  In consideration  for your agreement
to make the loans  referenced  above,  upon the execution of this  Agreement and
upon each  anniversary  of its  effective  date,  we shall,  in  addition to the
payment of the other fees stated herein,  pay you a yearly facility fee equal to
one percent  (1%) of the  Maximum  Revolving  Amount in effect on such date;  it
being  understood  that we may, upon written  notice to you, elect to reduce the
Maximum Revolving Amount at any time, any such reduction being irrevocable.

         3.  Interest  hereunder  upon the net balance of our account due at the
close of each day,  which will be due and  payable  at the close of each  month,
shall be based upon the highest  publicly  announced  "reference",  "prime",  or
"base"  interest rate of Chase Manhattan Bank (the "Prime Rate") (which is now 8
1/2% per annum) plus one and one-half  percent (1 1/2%) (the "Effective  Rate").
The  effective  rate shall be increased or decreased as the case may be for each
increase or decrease  in the Prime Rate in an amount  equal to such  increase or
decrease in the Prime Rate;  each change to be  effective as at the first day of
the month after the related change in such Prime Rate; but in no event shall the
Effective  Rate of  interest  hereunder  be less  than 8% per  annum,  nor shall
interest charged  hereunder be less than $80,000.00 in any contract year, nor in
excess of the maximum rate you are permitted to charge by law. However, upon the
occurrence of an Event of Default by the undersigned  under this Agreement,  any
supplement  hereto or any related agreement and subsequent to any termination of
this Agreement pursuant to paragraph 11 hereof, interest upon the net balance of
our  account  due at the close of each day  shall be  payable  at a  fluctuating
interest rate per annum equal to the Effective  Rate plus four percent (4%), but
not in excess of the maximum rate permitted by law. Interest shall be calculated
on the basis of actual days elapsed and on a 360 day year.  Nothing herein shall
limit or restrict your right to adjust advance  formulas  upward or downward and
eligibility  requirements  based upon your lending criteria which is established
in your sole discretion and on your own collateral evaluations. You will account
monthly to us and each monthly accounting will be final,  binding and conclusive
upon us  unless  we give you  written  notice by  registered  mail of  specified
exceptions  thereto within 30 days of its date. Such notice shall only be deemed
an objection to those items  specifically  objected to therein.  All interest is
payable  to you daily but shall be  charged  to our  account  monthly  as a cash
advance made by you to us for our account.

         4. "Eligible  Receivables" shall mean and include each Receivable which
conforms to the  following  criteria:  (a)  shipment of the  merchandise  or the
rendition  of  services  has  been  completed;   (b)  no  return,  rejection  or
repossession of the merchandise has occurred;  (c) merchandise or services shall
not have been rejected or disputed by the customer and there shall not have been
asserted  any offset,  defense or  counterclaim;  (d) it continues to be in full
conformity  with the  representations  and warranties made by the undersigned to
you with respect  thereto;  (e) you are, and continue to be,  satisfied with the
credit  standing of the  customer in relation to the amount of credit  extended;
(f) it is  documented  by an invoice in a form  approved by you and shall not be
unpaid  more  than 90 days  from  the  date of  invoice,  except  in the case of
Receivables  owed by Optima  Direct where they shall not be unpaid more than 120
days  from the date of  invoices;  (g) less  than 30% of the  unpaid  amount  of
invoices due from such  customer and its  affiliates  remain unpaid more than 90
days from the date of invoice;  (h) it is not  evidenced by chattel  paper or an
instrument any kind with respect to or in payment of the Receivable  unless such
instrument is duly  endorsed to and in your  possession or represents a check in
payment of a  Receivable;  (i) if the customer is located  outside of the United
States,  the goods which gave rise to such Receivable were shipped after receipt
by us from or on behalf of the  customer  of an  irrevocable  letter of  credit,
assigned  and  delivered  to  you  and  confirmed  by  a  financial  institution
acceptable to you and is in form and substance  acceptable to you payable in the
full amount of the  Receivable  in United  States  dollars at a place of payment
located within the United States; (j) such Receivable is not subject to any lien
other than in your  favor;  (k) it does not arise out of  transactions  with any
employee, officer, agent, director, stockholder or affiliate of the undersigned;
(l) it is  payable to the  undersigned;  (m) it does not arise out of a bill and
hold sale prior to shipment or a sale to any  customer to whom we are  indebted;
(n) it is net of any returns, discounts,  claims, credits and allowances; (o) if
the Receivable  arises out of contracts  between the  undersigned and the United
States, any state, or any department,  agency or instrumentality of any of them,
we have so notified you, in writing,  prior to the creation of such  Receivable,
and, if you so request,  there has been compliance with any governmental  notice
or approval  requirements,  including  without  limitation,  compliance with the
Federal  Assignment  of  Claims  Act;  (p)  it  is  a  good  and  valid  account
representing  an  undisputed  bona fide  indebtedness  incurred by the  customer
therein named, for a fixed sum as set forth in the invoice relating thereto with
respect to an  unconditional  sale and  delivery  upon the stated terms of goods
sold  by the  undersigned,  or  work,  labor  and/or  services  rendered  by the
undersigned;  and (q) it is otherwise  satisfactory to you as determined in good
faith by you in the reasonable exercise of your discretion. We warrant and agree
as to each such  Receivable  that: (i) we have good title thereto and good right
to sell,  negotiate,  pledge and assign the same to you: and (ii) all  documents
delivered  to you in  connection  therewith  will be  genuine.  If any  Eligible
Receivable  is later  deemed  ineligible,  you  shall  have the  right to demand
payment  therefor,  but such  demand or payment  therefor  shall not be deemed a
reassignment and title to all Receivables,  Eligible and ineligible, will remain
in you  until  all of our  obligations  to you have been  fully  satisfied.  Any
merchandise  which is returned by  customers  or  otherwise  recovered,  or held
subject to bill and hold invoices, shall be set aside, marked in your name, held
by us as your  trustee and insured by us for your  benefit,  and shall  remain a
part of your security  until the amount of Receivables  represented  thereby has
been paid to you. We shall notify you promptly of all returns and  recoveries of
merchandise  and of all disputes  and claims,  and we shall settle or adjust all
disputes and claims at no expense to you,  but no discount,  credit or allowance
shall be granted to any customer and no returns of merchandise shall be accepted
by us without your prior consent,  except in the ordinary course of business and
involving less than $35,000.00 in any separate instance.  You will always retain
the right to settle or adjust  disputes and claims  directly with  customers for
amounts and upon terms which you consider  advisable and the right to dispose of
merchandise  returns as you see fit,  all without  liability to us. In all cases
you will credit our account with only the net amounts received by you in payment
of Receivables.  We exonerate you from any liability for any loss,  depreciation
or other damage to Receivables  unless caused by your willful and malicious act.
We agree to execute  and  authorize  you to execute  in our name,  such  further
instruments (including financing and continuation statements) as may be required
or permitted by any law relating to notices of or affidavits in connection  with
assignments of accounts receivable or other security granted to you by us and to
cooperate with you in the filing or recording and renewal thereof.

         5.  During the term of this  Agreement,  we shall not sell,  negotiate,
pledge,  assign  or grant or  permit to exist  any  security  interest,  lien or
encumbrance in, any Receivables,  general intangibles, goods or inventory (other
than sales of inventory in the ordinary course of business) to anyone other than
you without your prior  consent,  nor shall we grant or permit to exist  without
your prior consent any mortgage, pledge, security interest,  encumbrance or lien
or any kind upon any of our property,  except liens for taxes not yet due, liens
incidental  to our  business  which were not  incurred  in  connection  with the
borrowing  of money or  obtaining of advances or credit and which do not detract
from the value of our assets or impair the use thereof in the  operation  of our
business.  We shall  immediately  place  notations  upon our books of account to
disclose the assignment of all  Receivables to you. You will be entitled to hold
all  sums at any  time  standing  to our  credit  on your  books  and all of our
property at any time in your possession,  or upon or in which you have a lien or
security interest,  as security for all of our obligations  (direct or indirect,
absolute or contingent,  under this Agreement or otherwise) at any time owing to
you and to each  corporation  which is at any time your  parent,  subsidiary  or
affiliate.  Such  obligations  shall  include,  without  limitation,  all loans,
advances, debts,  liabilities,  obligations covenants and duties owing by us to,
all obligations (direct or indirect, absolute or contingent under this Agreement
or otherwise) for purchases  made us from other clients  factored or financed by
you or any such parent,  subsidiary or affiliate,  no matter how or when arising
and whether due or to become due,  and further  including  all  interest,  fees,
charges,  expenses and attorney's  fees chargeable to our account or incurred in
connection  with  our  account  whether  provided  for  herein  or in any  other
agreement  between us, and you shall have the right to charge to our account the
amounts  of all such  obligations  and pay over  such  amounts  to such  parent,
subsidiary or affiliate.

         6. All advances and all other  amounts  chargeable to our account under
this  Agreement  shall be payable by us on the  termination  of this  Agreement;
recourse  to  security  will  not be  required  at any  time.  We  hereby  waive
presentment and protest of any instrument and notice thereof,  notice of default
and all other notices to which we might otherwise be entitled.  We shall perform
all steps  requested  by you to create and  maintain  in your favor  valid first
security  interests  in and  valid  first  assignments  of  and/or  liens on all
Receivables  and all  other  security  held by or for you and  shall  upon  your
request and at reasonable intervals also furnish you with statements showing our
financial  condition  and the results of our  operations  and  annually,  at our
expense,  we shall  furnish you with audited  operating  statements  and balance
sheets prepared by independent  certified public  accountants  acceptable to you
and  accompanied  by the  unqualified  report  of such  accountants  and on each
anniversary  hereof,  a list of our  shareholders,  officers and  directors.  We
warrant that we and any guarantors of our obligations  hereunder are solvent and
will so remain during the term of this Agreement. You will have the right at all
times  to have  access  to  inspect,  audit  and make  extracts  from all of our
records,  files and books of  account.  We appoint  your  officers  or any other
person whom you may  designate as our attorney with power to endorse our name on
any checks, notes,  acceptances,  money orders, drafts or other forms of payment
or security that may come in your possession; to sign our name on any invoice or
bill of lading  relating to any  Receivable,  on drafts  against  customers,  on
schedules of assignments of Receivables,  on notices of assignment, on financing
statements  under the  Uniform  Commercial  Code and other  public  records,  on
verification of accounts and on notices to customers;  to notify the post office
authorities  to  change  the  address  for  delivery  of our mail to an  address
designated by you; to receive,  open and dispose of all mail addressed to us; to
send requests for  verifications  of accounts to customers;  and to do all other
things you deem  necessary  to carry out this  Agreement.  We hereby  ratify and
approve all acts of the attorney and neither you nor the attorney will be liable
for any acts of commission or omission, nor for any error of judgment or mistake
of fact or law. This power,  being coupled with an interest,  is  irrevocable so
long as any money remains due to you from us.

         7. We agree to keep our books,  records and accounts on a current basis
in accordance  with  generally  accepted  accounting  principles,  practices and
procedures  in the United States of America in effect from time to time ("GAAP")
and in a manner satisfactory to you at our own cost and expense. All assignments
of Receivables  to you by is shall be deemed to include all of our right,  title
and  interest  to all of our  books,  records,  files  and all  other  data  and
documents relating to each Receivable.  If any tax by any governmental authority
is or may be  imposed  on or as a result of any  transaction  between  us, or in
respect to sales or the merchandise affected by such sales, which you are or may
be required to withhold or pay, we agree to  indemnify  and hold you harmless in
respect of such taxes,  and we will repay you the amount of any such taxes which
shall  be  charged  to our  account;  and  until we  shall  furnish  you with an
indemnity therefor satisfactory to you (or supply you with evidence satisfactory
to you that due provision for the payment  thereof has been made),  you may hold
without  interest  any balance  standing to our credit and you shall retain your
security interest in any and all collateral held by you. We hereby represent and
warrant  during the term of this Agreement that (a) we have submitted to you the
address of our chief executive  office (set fort below) and the addresses of our
other places of business and will promptly  notify you in writing of any closing
of existing or opening of new places of business;  (b) no significant  change in
management or ownership  will be made;  (c) we will not guarantee or endorse the
obligations of any person1 firm or corporation, except in the ordinary course of
business,  enter into any merger or  consolidation,  or  purchase  or  otherwise
acquire the  obligations,  assets or stock of any person,  firm,  corporation or
other enterprise;  (d) we will not incur indebtedness for borrowed money, except
to you;  (e) we  shall  not at any  time  permit  our  Tangible  Net  Worth  (as
customarily  defined under GAAP) to be less than  $1,000,000.00 and (f) we shall
not at any time permit our Working Capital (as  customarily  defined under GAAP)
to be less than $750,000.00.

         8. We hereby further  represent,  warrant and covenant to you that: (a)
the execution, delivery and performance of this Agreement any supplements hereto
and all related  documents,  if any,  the  borrowing  of the loans and  advances
hereunder and thereunder, if any, and the grants of security interests hereunder
and  thereunder  if any, do not and will not (i) violate the  provisions  of any
applicable  law.  statute,  rule,  regulation,  order or  decree to which we are
subject,  (ii)  conflict  with,  result in a breach of, or  constitute a default
under, our certificate of incorporation or by-laws, or any indenture,  agreement
or  other  instrument  to  which  we are a  party,  or by which we or any of our
property may be bound,  or (iii) result in or require the creation or imposition
of any security interest,  mortgage,  pledge or other lien upon any property now
owned or hereafter  acquired by us other than the security  interests granted to
you  hereunder;  (b)  the  operation  of our  business  is and  will  remain  in
compliance  in all material  respects  with all  applicable  laws  including all
applicable  environmental  laws and  regulations  and all  applicable  state and
federal  laws and  regulations:  (c) based upon the Employee  Retirement  Income
Security Act of 1974 ("ERISA") and the regulations and published interpretations
thereunder: (i) we have not engaged in any Prohibited Transactions as defined in
Section 406 of ERISA and Section 4975 of the Internal  Revenue Code, as amended,
(ii) we have met all applicable  minimum funding  requirements under Section 302
of ERISA in  respect of our plans,  (iii) we have no  knowledge  of any event or
occurrence  which  would  cause the  Pension  Benefit  Guaranty  Corporation  to
institute  proceedings under Title IV of ERISA to terminate any employee benefit
plan(s),  (iv) we have no fiduciary  responsibility for investments with respect
to any plan existing for the benefit of persons other than our employees and (v)
we have not withdrawn,  completely or partially,  from any multiemployer pension
plan so as to incur  liability under the  Multiemployer  Pension Plan Amendments
Act of 1980; (d) we are a corporation duly incorporated, validly existing and in
good standing under the laws of the state of our  incorporation and are and will
remain duly  licensed and  qualified to do business and are in good  standing in
all  other  states  where  the  nature  of  our  business  makes   licensing  or
qualification as a foreign  corporation  necessary;  (e) there are no pending or
threatened  investigations,  actions  or  proceedings  before  or by any  court,
govemmental department, commission, board, bureau or administrative agency which
if adversely  determined  would  materially  affect our  condition,  business or
operation; (f) we own and have good and marketable title to all of the goods and
chattels and other assets real and personal in which a lien or security interest
is given to you under  your  security  agreements  free and clear of all  liens,
charges and  encumbrances  other than liens set forth on any schedule annexed to
said agreements;  (g) we have filed all required tax returns and paid applicable
United States  federal,  state and local taxes, if any, other than taxes not yet
due or which may hereafter be paid without penalty, and have no knowledge of any
deficiency or additional  assessment in connection therewith not provided for on
our books and will  continue to do so during the term hereof;  (h) we are (i) in
compliance  with,  and (ii) have  procured  and are now in  possession  of,  all
licenses or permits  required by any applicable  federal,  state or local law or
regulation for the operation of our business in each jurisdiction wherein we are
now conducting or propose to conduct business;  (i) we are not in default in the
payment of the principal of or interest on any  indebtedness  for borrowed money
or under any instrument or agreement under and subject to which any indebtedness
for  borrowed  money  has  been  issued  and no event  has  occurred  under  the
provisions of any such  instrument or agreement  which with or without the lapse
of time or the giving of notice, or both,  constitutes or would  constitute,  an
event  of  default  thereunder;  (j) we will  promptly  inform  you of:  (i) the
commencement of all proceedings and investigations by or before any governmental
or  nongovernmental  body and all actions and proceedings in any court or before
any arbitrator against or in any way concerning any of our properties, assets or
business,  which might singly or in the  aggregate,  have a  materially  adverse
effect on us, (ii) any amendment of our certificate of incorporation or by-laws,
(iii) any change in our  business,  assets,  liabilities,  financial  condition,
results of  operations  or  business  prospects  which has had or might have any
materially  adverse effect on us, (iv) any default or Event of Default hereunder
or any event  which  with the  passage of time or giving of notice or both would
constitute  a default or Event of  Default,  (v) any  default or any event which
with the passage of time or giving of notice or both would  constitute a default
under any agreement for the payment of money to which we are a party or by which
we or any of our properties may be bound or which would have a material  adverse
effect on our business,  operations,  property or financial condition,  (vi) any
change in the  location of our places of  business,  and (vii) any change in our
corporate  name;  (k)  all  financial,  projections  prepared  by us  or at  our
direction and delivered to you will  represent,  at the time of delivery to you,
our best  estimate of our future  financial  performance  and will be based upon
assumptions  which are valid in light of the then current  business  conditions;
and (l) all balance sheet and income statements which have been delivered to you
fairly, accurately and properly state our financial condition and there has been
no material  adverse  change in our  financial  condition  as  reflected in such
statements  since the date of the latest thereof and such statements do not fail
to disclose any fact or facts which might  materially  and adversely  affect our
financial condition.

         9. We irrevocably waive the right to: (i) direct the application of any
and all payments at any time or times  hereafter  received by you from or on our
behalf and we do hereby  irrevocably  agree  that you shall have the  continuing
exclusive  right to apply and reapply any and all payments  received at any time
or times hereafter against our debts and obligations hereunder in such manner as
you may deem advisable  notwithstanding  any entry by you upon any of your books
and  records:  (ii) pay any  management  fees or make any  similar  payments  or
declare any  dividends,  except  dividends  payable  exclusively in our stock or
redeem any of our stock or make any other  payments in respect of our stock that
are the equivalent to dividends or stock redemption payments, to any shareholder
or affiliate as long as any debts and obligations  hereunder remain  outstanding
without your express prior written  consent;  and (iii) issue any  guarantees of
the  obligations  of any  third  person  or  entity  as  long as any  debts  and
obligations  hereunder  remain  outstanding,  without your express prior written
consent.

         10. Since the transactions  hereunder will take place at your office in
the City of New York,  this  Agreement  and all  transactions,  assignments  and
transfers  hereunder,  and all rights of the  parties,  shall be  governed as to
validity, construction, enforcement and in all other respects by the laws of the
State of New York. Each of the parties to this Agreement  expressly  submits and
consents  to the  jurisdiction  of the  courts of the State of New York,  in the
County of New York, with respect to any  controversy  arising out of or relating
to this Agreement or any amendment or supplement  hereto or to any  transactions
in connection  herewith and each of the parties to this Agreement  hereby waives
personal  service of any summons or complaint  or other  process or papers to be
issued in any action or  proceeding  involving any such  controversy  and hereby
agrees  that  service of such  summons or  complaint  or process  may be made by
registered or certified mail to the other party at the address appearing herein;
failure on the part of either party to appear or answer  within thirty (30) days
of such  mailings of such  summons,  complaint  or process  shall  constitute  a
default  entitling  the other  party to enter a judgment or order as demanded or
prayed  for  therein to the extent  that said Court or duly  authorized  officer
thereof may authorize or permit.

         11.  This  Agreement  shall have an initial  term of two years from its
effective  date and shall  thereafter be  automatically  renewed for  successive
periods of two years unless  terminated  by us at the  conclusion of its initial
term or any renewal  term by giving you at least  sixty (60) days prior  written
notice;  provided,  however,  that you may  terminate  it at any tune during the
initial  term or any.  renewal  term by giving us at least sixty (60) days prior
written  notice.  The  mailing of a  registered  or  certified  letter of notice
addressed  by one  party to the  other at its  usual  address  shall  constitute
sufficient  notice,  and the  termination  shall be effective on the appropriate
date  specified in such  letter.  Upon the  effective  date of  termination  all
outstanding  Advances and all other moneys  chargeable to our account under this
Agreement,  supplements  hereto, or otherwise,  shall become immediately due and
payable  without  further  notice  or  demand.   Your  rights  with  respect  to
obligations  owing to you prior to the effective date of termination will not be
affected by termination, and all of the provisions of this Agreement,  including
without  limitation,  all  of our  representations,  warranties,  covenants  and
agreements  and all other  provisions  binding upon us contained  herein,  shall
continue  operative  until all such  obligations  have been fully  satisfied  or
indemnified in a manner satisfactory to you.

         12. To the extent you  receive  any  payment or  payments  by or on our
behalf  which  payment  or  payments,  or any  part  thereof,  are  subsequently
invalidated,  declared  to be  fraudulent  or  preferential,  set  aside  and/or
required to be'repaid  to us, our estate,  trustee,  receiver,  custodian or any
other  party  under any  bankruptcy  law,  state or federal  law,  common law or
equitable cause, then to the extent of such payment or repayment, the obligation
or part  thereof  which has been  paid,  reduced or  satisfied  by the amount so
repaid shall be reinstated  and included  within the  liabilities as of the date
such  initial  payment,  reduction  or  satisfaction  occurred and same shall be
secured  by our  assets  in  which  you have  been  granted  a lien or  security
interest.

         13. The  occurrence  of any one or more of the  following  events shall
constitute  an "Event of  Default":  (a) default in the payment or  performance,
when due or payable,  of any payment  required under this Agreement or under any
future agreement or supplement with you or under any agreement to which we are a
party with third parties;  (b)any warranty,  representation,  or other statement
made or  furnished  to you by us or on our  behalf  or by any  guarantor  of our
obligations  hereunder or in connection herewith or in any instrument  furnished
in compliance  with or in reference to this Agreement  proves to have been false
or misleading in any material respect when made or furnished or becomes false in
any  material  respect;  (c) we fail or neglect to perform,  keep or observe any
term, provision,  condition.  covenant,  warranty or representation contained in
this Agreement or in any other  agreement  between us or any rider or supplement
which is required to be  performed,  kept or observed by us; (d) any  statement,
report,  financial statement,  or certificate made or delivered by us, or by any
of our  officers,  employees  or agents,  to you is not true and  correct in any
material  respect;  (e) the  imposition of a lien or  encumbrance  on any of our
assets,  including  the  Receivables,  or the  making  of any levy,  seizure  or
attachment  on all or any of our  assets,  including  the  Receivables;  (f) any
material adverse change in our financial condition or the financial condition of
any  guarantor  of our  obligations  hereunder;  (g) we or any  guarantor of our
obligations  hereunder  become  insolvent,  or unable to meet our debts, as they
mature, or fail,  suspend or go out of business or a case is commenced under the
Bankruptcy  Code or an order for relief in a case under the  Bankruptcy  Code is
entered with respect to us or any such guarantor, or a custodian or receiver (or
other court designee performing the functions of a receiver) is appointed for or
takes possession of either our or any such guarantor's assets or affairs; (h) we
or any guarantor of our  obligations  hereunder cease to conduct our business as
now  conducted or are  enjoined,  restrained  or in any way  prevented by court,
governmental or administrative order from conducting all or any material part of
our business  affairs;  (i) a notice of any lien. levy or assessment is filed of
record  with  respect to all or any of our assets by the United  States,  or any
department,  agency  or  instrumentality  thereof,  or  by  any  state,  county,
municipal or other  governmental  agency,  including,  without  limitation,  the
Pension Benefit Guaranty Corporation, if any taxes or debts owing at any time or
times hereafter to any one of them becomes a lien or encumbrance upon any of the
Receivables  or any of our  other  assets  and the same is not  released  within
thirty (30) days after the same becomes a lien or encumbrance;  (j) you shall in
good faith deem  yourself  insecure or unsafe;  (k) any guaranty  given you with
respect to our  obligations,  is  limited  or  terminated  or  otherwise  deemed
unenforceable or invalid; (1) death of a guarantor of our obligations  hereunder
or in  connection  herewith,  which  guaranty is not  replaced  by a  guarantor,
acceptable to you in your sole discretion; or (m) we shall fail to pay our taxes
when due unless  such  taxes are being  contested  in good faith by  appropriate
proceedings  and with respect to which  adequate  reserves have been provided on
our books.

              Upon  the  occurrence  of an  Event of  Default  you may,  at your
option,  terminate  this  Agreement,  any  supplement  or rider  hereto  and any
agreement  related  hereto,  and all Advances and other debts and obligations to
you shall be immediately  due and payable.  Without further demand and upon five
(5) days notice (which we agree constitutes  reasonable notice) you may, at your
option,  sell and deliver any or all  Receivables  and any or all other Security
held by or for you,  at  public  or  private  sale,  for  cash,  upon  credit or
otherwise,  at such prices and upon such terms as you may deem advisable, in New
York or at such  other  place  or  places  as you may  designate,  at your  sole
discretion, and you may be the purchaser at any such sale, if it is public, free
from any right of  redemption  which is also waived by us, or you may  otherwise
recover upon the Receivables in any  commercially  reasonable  manner as you, in
your sole discretion  deem advisable.  The proceeds of any sale shall be applied
first to all costs and expenses of sale,  including  attorneys' fees, and second
to the payment (in whatever  order you elect) of all of our  obligations to you,
whether  absolute or  contingent,  or whether due or to become due,  and whether
under this  Agreement or  otherwise.  Such  obligations  shall  include  damages
sustained  by reason of any default by us. You will return any surplus to us and
we shall remain liable to you for any deficiency. Failure by you to exercise any
right,  remedy or option under this Agreement or any related  agreement or delay
by you in  exercising  the same will not  operate as a waiver;  no waiver by you
will be effective  unless it is confirmed in writing and then only to the extent
specifically  stated. In addition to all other sums due you, we will pay you all
costs and  expenses  incurred  by you,  including  a  reasonable  allowance  for
attorneys' fees and internal collection efforts, to obtain or enforce payment of
Receivables, Advances, interest, or other charges due you hereunder or under any
related  agreement.  Both you and we waive  all  right to a trial by jury in any
litigation relating to transactions under this Agreement, supplements hereto and
any related agreements and we agree not to assert any counterclaim of any nature
in any such  litigation.  Your rights and remedies  under this Agreement will be
cumulative  and not  exclusive  of any other right or remedy  which you may have
under the Uniform  Commercial  Code or other  provisions of law;  nothing herein
contained  shall limit or  otherwise  affect any other  existing or future lien,
security interest, or right to which you may be entitled.  This Agreement cannot
be changed or terminated orally, is our entire contract,  and is for the benefit
of and  binding  upon the parties  hereto and their  respective  successors  and
assigns.

         14. We will pay all of your out-of-pocket costs and expenses, including
without limitation  reasonable attorneys' fees and disbursements and appraisers,
in connection  with the  preparation,  execution and delivery of this Agreement,
supplements  hereto and related  agreements,  if any, and as they may be amended
from time to time  hereafter,  and in connection with the prosecution or defense
of any action, contest, dispute, suit or proceeding concerning any matter in any
way arising out of,  related to, or connected with this  Agreement,  supplements
hereto and related agreements.  We will also pay all of your out-of-pocket costs
and  expenses,  including  without  limitation  reasonable  attorneys'  fees and
disbursements, in connection with (a) the preparation, execution and delivery of
any waiver,  amendment or consent  proposed or executed in  connection  with the
transactions  contemplated  by this  Agreement  and any  supplements  hereto and
related agreements, (b) your obtaining performance of our obligations under this
Agreement and any supplements hereto and related agreements,  including, but not
limited to, the enforcement or defense of your security  interests,  assignments
of rights and liens  hereunder  and under any  supplements  hereto  and  related
agreements  as valid  first  security  interests,  (c) any  attempt to  inspect,
verify,  protect collect,  sell,  liquidate or otherwise dispose of any security
held by you, and (d) any  consultations in connection with any of the foregoing.
We shall also pay your customary  charges for all services  performed by you for
us at our request and all banking  facility  charges incurred in connection with
the opening and  operation of our account  with you. In  addition,  and not as a
limitation  of the  above,  we  shall  pay you $500 per  month  to  perform  any
collateral monitoring namely any field examination, collateral analysis or other
business  analysis,  the  need  for  which is  determined  by you and for  which
monitoring  is  undertaken  by you or for  your  benefit,  plus  all  costs  and
disbursements  incurred  by you in  the  performance  of  such  examinations  or
analysis. All charges,  costs and expenses reflected therein,  together with all
filing, recording and search fees, taxes and interest payable by us to you shall
be payable on demand and may be charged by you to our account.


                                          Very truly  yours,
                                          STEPHEN  DUNN  & ASSOCIATES, INC.
Attest:
                                          By:  /s/ Krista Mooradian
 /s/  Thomas Scheir                       Krista Mooradian, Vice President
Thomas Scheir, CFO & Secretary
                                          Date:  August 4, 1997
Accepted at New York, New York            Address:   1728 Abbot Kinney Blvd.
MILBERG FACTORS, INC.                                Venice, CA  90292

By: /s/ David J. Milberg
David J. Milberg, Vice President
Date:  August 4, 1997