AMENDMENT AND TERMINATION AGREEMENT


         AGREEMENT  dated as of August  28,  1996 among  YASHIRO  CO.,  INC.,  a
Japanese  corporation  ("Yashiro  Inc."),  YASHIRO  COMPANY,  LTD.,  a  Japanese
corporation  ("Yashiro  Ltd."),  YUTAKA  YAMAGUCHI  ("Y.  Yamaguchi"),   TAKESHI
YAMAGUCHI ("T.  Yamaguchi"),  JOEL DUPRE ("Dupre"),  PACIFIC MILLION  ENTERPRISE
LTD.  ("Pacific"),  CHENG-SEN WANG ("Wang"),  ALBERT H. CHENG  ("Cheng"),  SIRCO
INTERNATIONAL CORP., a New York corporation ("Sirco"),  and BUENO OF CALIFORNIA,
INC., a Delaware corporation ("Bueno").


                              W I T N E S S E T H:


         WHEREAS,  Yashiro Ltd., Yashiro Inc., individually and as agent, Dupre,
Pacific, Wang and Cheng have entered into a Stock Purchase Agreement dated as of
March  20,  1995 (the  "Stock  Purchase  Agreement")  pursuant  to which  Dupre,
Pacific,  Wang and Cheng  purchased from Yashiro Ltd. and Yashiro Inc. shares of
capital stock of Sirco; and

         WHEREAS,  concurrently  with the  execution  and  delivery of the Stock
Purchase  Agreement,  Sirco and Bueno entered into an Asset  Purchase  Agreement
dated March 20, 1995 (the "Asset  Purchase  Agreement")  pursuant to which Sirco
sold the assets of its Handbag Division to Bueno; and

         WHEREAS,  the  parties  hereto  desire  to  amend  or  terminate  their
respective  obligations under the Stock Purchase Agreement or the Asset Purchase
Agreement and certain other agreements or instruments entered into in connection
therewith or pursuant to the terms thereof;

         NOW, THEREFORE, in consideration of the mutual agreements and covenants
hereinafter contained, the parties hereto agree as follows:

         1.  Prepayments.  (a) On the date  hereof,  Sirco  shall  pay to Olshan
Grundman Frome & Rosensweig LLP  ("OGF&R"),  on behalf of Yashiro Inc.,  Yashiro
Ltd., Y. Yamaguchi and T.  Yamaguchi,  US$140,000,  which amount shall represent
payment  in full for all  amounts  payable  by Sirco  under the  Non-Competition
Agreements referred to in Sections 3(e)-(h) hereof  (collectively,  the "Yashiro
Non-Competition Agreements").

                  (b) On the date hereof, Sirco shall pay to OGF&R, on behalf of
T.  Yamaguchi,  US$51,830  (of which  $6,799.25  shall be  withheld  by Sirco in
accordance with applicable law), which amount shall represent payment in full of
all  amounts  payable by Sirco  under the  Severance  Agreement  referred  to in
Section 3(d) hereof.

                  (c) On the date hereof, Dupre shall pay to OGF&R, on behalf of
Yashiro Inc., as agent under the Stock  Purchase  Agreement,  US$390,000,  which
amount  shall  represent  payment  in  full of all  amounts  payable  under  the
Promissory  Note dated March 20, 1995 from Dupre to Yashiro  Inc.,  individually
and as agent.  Upon such payment,  Yashiro Inc.  shall  immediately  cancel such
promissory note and deliver such canceled promissory note to Dupre.
<PAGE>
                  (d) All  payments to be made  pursuant to this Section 1 shall
be paid in cash to OGF&R by wire transfer of immediately  available funds to the
following account:

                  Account Name:             OGF&R/IOLA Account

                  Account Number:           2592542225

                  Receiving Bank:           Fleet Bank USA

                  ABA Number:               021200339

         2.  Amendments.  On the date  hereof,  the  respective  parties  to the
following agreements shall execute and delivery amendments to such agreements as
follows:

                  (a) the letter  agreement dated March 20, 1995 between Yashiro
Inc. and Sirco  relating to the  provision by Yashiro Inc. to Sirco of unsecured
trade  letters of credit  shall be amended and  restated in its  entirety as set
forth in Exhibit A hereto;

                  (b) the Pledge Agreement dated as of March 20, 1995 among
Dupre, Pacific, Wang, Cheng, Bueno and Yashiro Inc.,  individually and as agent,
shall be amended and  restated in its entirety as set forth in Exhibit B hereto;
and

                  (c) the  Guaranty  dated March 20, 1995 made by Dupre in favor
of Yashiro Inc.,  Yashiro Ltd., Y. Yamaguchi and T.  Yamaguchi  shall be amended
and restated in its entirety as set forth in Exhibit C hereto.

         3.  Termination.   The  continuing  covenants  and  agreements  of  the
respective  parties under the following  agreements  shall,  except as expressly
provided herein,  be terminated as of the date hereof,  and, except as expressly
provided herein, such agreements shall for all purposes be deemed terminated and
of no further force and effect:

                  (a) the Stock Purchase Agreement;

                  (b) the Asset Purchase Agreement;  provided, however, that the
provisions of Section 1.3, Section 5.5 (provided,  however, that the obligations
under such Section shall  terminate when all amounts  payable by Sirco under the
amended and restated  letter  agreement  referred to in Section 2(a) hereof have
been paid in full) and Section 5.11 thereof shall survive;

                  (c) the Exclusive  Purchasing  Agreement  dated March 20, 1995
between Sirco and Yashiro Inc.;

                  (d) the Severance Agreement dated as of March 20, 1995 between
Sirco and T. Yamaguchi;

                  (e) the Non-Competition Agreement dated March 20, 1995 between
Yashiro Ltd. and Sirco;

                  (f) the Non-Competition Agreement dated March 20, 1995 between
Yashiro Inc. and Sirco;

                  (g) the Non-Competition Agreement dated March 20, 1995 between
Y. Yamaguchi and Sirco;
<PAGE>
                  (h) the Non-Competition Agreement dated March 20, 1995 between
T. Yamaguchi and Sirco; and

                  (i) the Non-Competition Agreement dated March 20, 1995 between
Bueno and Sirco.

         4. Surviving Agreements.  The following agreements shall remain in full
force and effect following the date hereof, notwithstanding any other provisions
of this Agreement:

                  (a) the Sublease  dated as of March 20, 1995 between Sirco and
Bueno;

                  (b) the License  Agreement  dated March 20, 1995 between Sirco
and Bueno; and

                  (c) the  Assumption  Agreement  dated March 20,  1995  between
Sirco and Bueno.

         5.  Acknowledgment  and  Confirmation.  Each of  Sirco,  Yashiro  Inc.,
Yashiro Ltd., Y. Yamaguchi and T. Yamaguchi (i) acknowledges  that Bueno,  since
entering into the Yashiro  Non-Competition  Agreements,  has been engaged in the
sale of "Falchi Sport"  products and (ii) hereby confirms and agrees that all of
such  activity was not in violation  of, and did not and shall not  constitute a
breach of, any of the Yashiro Non-Competition Agreements.

         6. Entire  Agreement.  This Agreement  contains the entire agreement of
the parties regarding the subject matter hereof. It supersedes any and all other
agreements,  either oral or in writing,  between the parties hereto with respect
to  the  subject  matter  of  this  Agreement.  Each  party  to  this  Agreement
acknowledges that no representations,  inducements, promises or agreements, oral
or  otherwise,  have been made by any party,  or anyone  acting on behalf of any
party, which are not embodied herein, and that no other agreement,  statement or
promise  with  respect  to the  subject  matter  hereof  not  contained  in this
Agreement shall be valid or binding.

         7. Governing  Law. This Agreement  shall be governed by the laws of the
State of New York  (regardless  of the laws that might  otherwise  govern  under
applicable principles of conflicts of law) as to all matters,  including but not
limited to matters of validity, construction, effect, performance and remedies.

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

                                               [SIGNATURES ON FOLLOWING PAGE]

<PAGE>
         IN WITNESS WHEREOF,  the parties have executed or caused this Agreement
to be signed by their  respective  duly  authorized  officers  on the date first
stated above.

                                               YASHIRO CO., INC.



                                            By:/s/Takeshi Yamaguchi
                                               --------------------
                                                  Takeshi Yamaguchi
                                                  Executive Vice President


                                               YASHIRO COMPANY, LTD.


                                            By:/s/Takeshi Yamaguchi
                                               --------------------
                                                  Takeshi Yamaguchi
                                                  Executive Vice President



                                               /s/Yutaka Yamaguchi
                                               --------------------
                                                  YUTAKA YAMAGUCHI


                                               /s/Takeshi Yamaguchi
                                               --------------------
                                                  TAKESHI YAMAGUCHI


                                               /s/Joel Dupre
                                               --------------------
                                                  JOEL DUPRE


                                               PACIFIC MILLION ENTERPRISE LTD.
                                      


                                            By:/s/Takeshi Yamaguchi
                                               -------------------- 
                                                  Takeshi Yamaguchi
                                                  Executive Vice President


                                               /s/Cheng-Sen Wang
                                               --------------------
                                                  CHENG-SEN WANG


                                               /s/Albert H. Cheng
                                               --------------------
                                                 ALBERT H. CHENG

<PAGE>

                                               SIRCO INTERNATIONAL CORP.


                                            By:/s/Joel Dupre 
                                               --------------------
                                                  Joel Dupre
                                                  Chief Executive Officer


                                               BUENO OF CALIFORNIA, INC.


                                            By:/s/Takeshi Yamaguchi
                                               --------------------
                                                  Takeshi Yamaguchi
                                                  Chairman of the Board


<PAGE>
                                                                       EXHIBIT A


                                YASHIRO CO., INC.
                               1-18-5 Tatsumi-Naka
                               Ikuno-Ku, Osaka 544
                                      Japan

                                                                August 28, 1996 

Sirco International Corp.
24 Richmond Hill Avenue
Stamford, Connecticut  06901
Attention:  Mr. Joel Dupre

Dear Sirs:

         This Amended and Restated Letter of Credit Agreement (the  "Agreement")
shall  serve  to  memorialize  our  mutual  understanding  with  respect  to the
provision by Yashiro Co., Inc., a Japanese corporation ("Yashiro"),  directly or
indirectly  to  Sirco   International   Corp.,  a  New  York   corporation  (the
"Corporation"),  of unsecured  trade  letters of credit in  accordance  with the
terms and provisions set forth herein.

         1. The  Facility.  At the  Corporation's  request  in  accordance  with
Section 2 hereof,  Yashiro shall issue, or cause to be issued, from time to time
from the date hereof  through and  including  March 20,  1997 (the  "Term"),  on
behalf of the Corporation,  one or more letters of credit in an aggregate amount
not to exceed 35% of the book value of all  inventory  owned by the  Corporation
(calculated  in  accordance  with  generally  accepted   accounting   principles
("GAAP")) at the time the  Corporation  requests a letter of credit to be issued
pursuant  to this  Agreement;  provided,  however,  that,  subject  to Section 3
hereof, at no time during the Term shall Yashiro be obligated to issue, or cause
to be issued,  to or on behalf of the  Corporation one or more letters of credit
in an aggregate  amount  greater than  US$1,000,000  (the  "Maximum  Outstanding
Balance").

         2. Issuance of Letters of Credit.

                  (a) The  Corporation may request Yashiro to issue, or cause to
be issued,  a letter of credit by  delivering  to Yashiro,  30 days prior to the
issuance  of any  letter of credit,  at its  address  set forth  above a written
request containing (i) the amount of the letter of credit requested, (ii) a copy
of the  related  agreement  or  purchase  order to which  such  letter of credit
request relates,  (iii)  information  regarding the  manufacturer  party to such
agreement  and (iv) such  other  certificates,  documents  and other  papers and
information  as  Yashiro  may  reasonably  request.  Anything  set forth in this
Agreement to the contrary notwithstanding,  Yashiro's prior written consent with
respect to the  manufacturer  party to the agreement to which a letter of credit
request relates (other than manufacturers  listed on Schedule A hereto, which is
hereby  incorporated  by reference,  transactions  with which do not require the
prior written consent of Yashiro with respect to a borrowing  hereunder),  which
consent may be withheld by Yashiro in its sole discretion,  shall be a condition
precedent to any borrowing hereunder.

                  (b)  Subject to the terms and  conditions  of this  Agreement,
each letter of credit shall,  among other things, (i) provide for the payment of
sight drafts when  presented for honor  thereunder in accordance  with the terms
thereof and when accompanied by the documents described therein and (ii) have an
expiration date not earlier than three months after such letter of credit's date
of issuance but in no event later than the last day of the Term.  Each letter of
credit  shall be subject to the Uniform  Customs and  Practice  for  Documentary
Credits (1993 Revision),  International Chamber of Commerce Publication No. 500,
and any  amendments  or revision  thereof  and,  to the extent not  inconsistent
therewith, the laws of the State of New York.
<PAGE>
         3. Repayment.  The Corporation  shall repay Yashiro with respect to any
letter of credit issued or caused to be issued by Yashiro hereunder on behalf of
the  Corporation no later than 100 days after the date of shipment to which such
letter of  credit  relates  (the  "Repayment  Date");  provided,  however,  that
notwithstanding  anything  set  forth in this  Agreement  to the  contrary,  the
Corporation  shall repay Yashiro with respect to any letters of credit issued or
caused to be issued  pursuant to this  Agreement  such that on each of the dates
set forth below, the Maximum Outstanding Balance shall not exceed the amount set
forth opposite each such corresponding date:

                          Date                 Maximum Outstanding Balance
                          ----                 ---------------------------

                 1.   April 30, 1997                    $700,000
                 2.   May 31, 1997                      $400,000
                 3.   June 30, 1997                     $      0

         4.  Fees.  In  consideration  of  Yashiro's   provision,   directly  or
indirectly,   on  behalf  of  the  Corporation,   of  the  letter(s)  of  credit
contemplated  hereby,  the  Corporation  shall pay  Yashiro in  accordance  with
Section 5 hereof,  each and every time a letter of credit is issued or caused to
be issued by Yashiro on behalf of the Corporation, the following fees:

                  (a) A fee  equal to 3% of the face  amount  of such  letter of
credit (the "Origination Fee"); and

                  (b) A fee equal to (i) the product of (x) the aggregate amount
drawn under such letter of credit multiplied by (y) the sum of (A) the base rate
of interest  announced  publicly by Citibank,  N.A. in New York, New York,  from
time to time,  as its base rate plus (B) 2% multiplied by (z) the number of days
during the period  commencing on the date such letter of credit is presented for
payment  and ending on the date the amount  drawn under such letter of credit is
repaid in full, divided by (ii) 365 (the "Financing Fee").

         5. Payments.  All Origination Fees or Financing Fees payable to Yashiro
in accordance  with this Agreement  shall be paid by the Corporation on or prior
to the  applicable  Repayment  Date,  in cash by wire  transfer  of  immediately
available funds in accordance with Yashiro's written instructions.

         6. Early  Termination.  This  Agreement may be terminated by Yashiro at
any time upon ten days' prior  written  notice if the  Corporation  (i) fails to
repay Yashiro for any borrowings under a letter of credit in accordance with the
terms of Section 3 hereof,  (ii) fails to pay any  Origination  Fee or Financing
Fee in  accordance  with  Section 5 hereof or (iii) at any time during the Term,
has accumulated  operating losses (calculated in accordance with GAAP) in excess
of $1,500,000, commencing with the fiscal quarter ended August 31, 1995.

         7. Entire Agreement;  Amendment.  This Agreement constitutes the entire
agreement of the parties  hereto with respect to the subject  matter  hereof and
supersedes all prior and contemporaneous agreements and understandings,  oral or
written,  relative to said subject matter.  No amendment or modification  hereof
shall be valid or binding unless made in writing and signed by the party against
whom enforcement thereof is sought.
<PAGE>
         8.  Notices.  Any  notice  required,  permitted  or desired to be given
pursuant to any of the provisions of this Agreement shall be deemed to have been
sufficiently  given or served for all purposes if delivered in person or sent by
an internationally  recognized express courier, postage and fees prepaid, to the
parties at their addresses set forth above.  Either of the parties hereto may at
any time and from time to time change the address to which  notice shall be sent
hereunder  by notice to the other party given under this  Section 8. The date of
the giving of any notice sent by an  internationally  recognized express courier
shall be the date  which is three  days  after  the date of the  posting  of the
notice.

         9.  Assignment.  This Agreement may not be assigned by Yashiro  without
the prior written consent of the Corporation;  provided,  however,  that Yashiro
may assign this Agreement to any affiliate thereof without any consent.

         10.  Governing Law. This Agreement  shall be governed,  interpreted and
construed in accordance with the laws of the State of New York without regard to
the conflicts of laws principles thereof.

         11. Counterparts.  This Agreement may be executed in counterparts, each
of which  shall be deemed an original  instrument,  but both of which when taken
together shall constitute one and the same instrument.

         If the foregoing reflects our mutual understanding,  kindly execute two
copies of this  Agreement in the space provided below and return one copy to the
undersigned.


                                               Very truly yours,

                                               YASHIRO CO., INC.


                                            By: 
                                               --------------------
                                                 Name:
                                                 Title:
  
Accepted and Agreed to
this 28th day of August, 1996


SIRCO INTERNATIONAL CORP.


By: 
   -----------------
      Name:
      Title: 
<PAGE>
                                   Schedule A


HING-WAH LEATHER PRODUCTS
BEST MOUNT DEVELOPMENT LTD.
CABOT FASHION BAGS
EVER-EXPAND
FINE & FAST CO. LTD.
CONSTELLATION ENTERPRISE CO. LTD.
CONG CHYUAN INDUSTRIAL CO. LTD.
KAO-LIEN INTERNATIONAL COMPANY, LTD.
<PAGE>
                                                                       EXHIBIT B



                      AMENDED AND RESTATED PLEDGE AGREEMENT



                  AMENDED AND RESTATED PLEDGE AGREEMENT,  dated as of August 28,
1996,  made by each of JOEL DUPRE  ("Dupre"),  PACIFIC  MILLION  ENTERPRISE LTD.
("Pacific Million"),  CHENG-SAN WANG ("Cheng-San") and ALBERT H. CHENG ("Cheng,"
and together with Dupre, Pacific Million and Cheng-San, the "Pledgors") in favor
of BUENO OF CALIFORNIA, INC., a Delaware corporation ("Bueno"), and YASHIRO CO.,
INC., a Japanese corporation ("Yashiro Co."), on its own behalf and as Agent for
YASHIRO COMPANY,  LTD., a Japanese corporation  ("Yashiro Limited," and together
with Yashiro Co., the "Yashiro Entities").  Bueno and Yashiro Co., as Agent, are
together hereinafter referred to as the "Pledgees."

                                   WITNESSETH:

                  WHEREAS,  the  Pledgors  are  parties  to that  certain  Stock
Purchase  Agreement,  dated as of March  20,  1995,  by and  among  the  Yashiro
Entities  and the  Pledgors  and  Yashiro  Co.,  as Agent (the  "Stock  Purchase
Agreement"),  pursuant to which the Pledgors purchased from the Yashiro Entities
an aggregate of 681,000  shares of common  stock,  par value $.10 per share (the
"Common  Stock"),  of Sirco  International  Corp., a New York  corporation  (the
"Corporation"),  in partial  consideration of which Dupre executed and delivered
to Yashiro  Co., as Agent for the Yashiro  Entities,  a  promissory  note in the
principal amount of $532,250 (the "Note"); and

                  WHEREAS,  Bueno  is  party  to  that  certain  Asset  Purchase
Agreement,  dated March 20, 1995, by and between Bueno and the Corporation  (the
"Asset Purchase Agreement"), pursuant to which Bueno purchased the assets of the
Corporation's Handbag Division; and

                  WHEREAS,  as a condition precedent to (i) the Yashiro Entities
entering  into the Stock  Purchase  Agreement  and (ii) Bueno  entering into the
Asset  Purchase  Agreement,  the Pledgors made the pledge  contemplated  by that
certain Pledge Agreement,  dated as of March 20, 1995, by and among the Pledgors
and the Pledgees; and

                  WHEREAS,  as a  condition  precedent  to each  of the  Yashiro
Entities  and  Bueno  entering  into  that  certain  Amendment  and  Termination
Agreement,  of even date herewith (the "Amendment and  Termination  Agreement"),
which  provides,  among other  things,  for the repayment of all amounts owed by
Dupre under the Note,  the Pledgors shall have made the pledge  contemplated  by
this Agreement;

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual promises set forth herein and in the Amendment and Termination Agreement,
each of the Pledgors hereby agrees as follows:

                  SECTION 1.  Pledge.

                  (a) The Pledgors  hereby pledge to the Pledgees,  and grant to
the  Pledgees  a  first   priority   security   interest  in,  the  following  (
collectively, the "Pledged Collateral"):
<PAGE>
                           (i)  681,000  shares of Common  Stock  (the  "Pledged
         Shares") (constituting,  as of the date hereof, no less than 25% of the
         issued and outstanding  capital stock of the Corporation  (the "Minimum
         Amount") and the certificates  representing the Pledged Shares, and all
         dividends,  cash,  instruments  and  other  property  from time to time
         received,  receivable  or  otherwise  distributed  in  respect of or in
         exchange for any or all of the Pledged Shares;

                           (ii) Such  additional  shares of Common Stock pledged
         to the Pledgees pursuant to Section 1(b) hereof (which shares,  when so
         pledged,  shall be deemed  to be part of the  Pledged  Shares)  and the
         certificates  representing such additional  shares,  and all dividends,
         cash,  instruments  and  other  property  from  time to time  received,
         receivable  or otherwise  distributed  in respect of or in exchange for
         any and all of such additional shares; and

                           (iii)  all  proceeds  of any and  all of the  Pledged
         Collateral  (including,  without  limitation,  proceeds that constitute
         property of the types described above).

                  (b) In the event that the  Corporation  issues any  additional
shares of its capital stock,  the Pledgors  shall,  in accordance with Section 3
hereof,  immediately  pledge to the Pledgees such number of additional shares of
Common Stock that,  together with the Pledged  Shares,  shall equal no less than
the Minimum Amount.

                  SECTION 2. Security for  Obligations.  This Agreement  secures
the payment of each of the following obligations:

                  (a)  All  obligations  of the  Corporation,  now or  hereafter
existing, under that certain Amended and Restated Letter of Credit Agreement, of
even date herewith, by and between the Corporation and Yashiro Co. (the "Amended
and Restated L/C Agreement") whether for principal,  interest, fees, expenses or
otherwise;

                  (b) All  obligations  of the  Corporation,  now or hereinafter
existing,  under (i) that certain  Sublease,  dated as of March 20, 1995, by and
between the Corporation and Bueno (the "Sublease") and (ii) that certain License
Agreement,  dated March 20, 1995, by and between the  Corporation  and Bueno, to
the extent that Bueno receives a final,  non-appealable judgment from a court of
competent jurisdiction in respect of any breach by the Corporation of either the
Sublease or the License Agreement;

                  (c) All obligations of Dupre, now or hereafter existing, under
that certain Amended and Restated Guaranty,  of even date herewith,  in favor of
Yashiro Co. (the "Amended and Restated Guaranty"); and

                  (d)  All  obligations  of  the  Pledgors,   now  or  hereafter
existing, under the Amendment and Termination Agreement or this Agreement.

All  obligations set forth in subsections  (a) through (d),  inclusive,  of this
Section 2 shall  hereinafter be collectively  referred to as the  "Obligations."
Each of the (i) Amended and Restated L/C Agreement, (ii) the Sublease, (iii) the
License Agreement, (iv) the Amended and Restated Guaranty, (v) the Amendment and
Termination  Agreement and (vi) this Agreement shall hereinafter be collectively
referred to as the "Operative  Agreements."  Without  limiting the generality of
<PAGE>
the  foregoing,  this  Agreement  secures  the  payment of all  amounts  and the
fulfillment of all  obligations  which  constitute  part of the  Obligations and
would be owed or required to be performed  by (i) Dupre  pursuant to the Amended
and Restated  Guaranty or (ii) by the  Corporation or the Pledgors,  as the case
may be,  pursuant to the other  Operative  Agreements but for the fact that they
are  unenforceable  or  not  allowable  due to the  existence  of a  bankruptcy,
reorganization  or  similar  proceeding  involving  any of the  Pledgors  or the
Corporation;  provided,  however,  that this Agreement shall nevertheless remain
enforceable notwithstanding any such proceeding.

                  SECTION 3.  Delivery or Release of Pledged Collateral.

                  (a) All certificates or instruments representing or evidencing
the Pledged  Collateral  shall be  delivered  to and held by or on behalf of the
Pledgees pursuant hereto and shall be in suitable form for transfer by delivery,
or shall be accompanied  by duly executed  instruments of transfer or assignment
in  blank,  all  in  form  and  substance  satisfactory  to  the  Pledgees.  The
certificates  representing the Pledged  Collateral  initially being delivered to
the Pledgees hereunder are listed on Schedule I annexed hereto,  which is hereby
incorporated  by reference.  The Pledgees  shall have the right,  at any time in
their  discretion  and  without  notice to the  Pledgors,  to  transfer to or to
register in the name of the Pledgees or any of their  nominees any or all of the
Pledged  Collateral,  subject only to the revocable  rights specified in Section
6(a)  hereof.  In  addition,  the  Pledgees  shall have the right at any time to
exchange   certificates  or  instruments   representing  or  evidencing  Pledged
Collateral for certificates or instruments of smaller or larger denominations.

                  (b) Upon  receipt by the  Pledgees of a written  request  from
each of the Pledgors  for release of Pledged  Shares (the  "Requested  Shares"),
together  with a written  certification  by each of the  Pledgors  to the effect
that,  after giving  effect to the release of the Requested  Shares  pursuant to
this Section  3(b),  the Pledged  Shares shall  exceed the Minimum  Amount,  the
Pledgees  shall,  within 10 days of receipt of such  request and  certification,
deliver to the Pledgors at such address as each of the Pledgors shall specify in
The City of New York certificates  representing the Requested  Shares,  together
with any stock powers,  proxies or other instruments  relating to such Requested
Shares then in the  possession of the Pledgees,  or any one or more of them, or,
if such Requested  Shares have been  transferred to or registered in the name of
the  Pledgees  or any  of  their  nominees  pursuant  to  Section  3(a)  hereof,
accompanied by duly executed instruments of transfer or assignment in blank, all
in form and substance reasonably  satisfactory to the Pledgors.  Upon receipt of
any Requested  Shares pursuant to this Section 3(b), such Requested Shares shall
be free of any lien or security  interest  created hereby and shall no longer be
subject to the pledge of this Agreement,  and the Pledgees shall have no further
rights  hereunder with respect to such Requested  Shares.  Anything set forth in
this  Section 3(b) to the contrary  notwithstanding,  all of the Pledged  Shares
other than the Requested Shares shall remain subject to the terms and provisions
of this Agreement.

                  SECTION  4.  Representations  and  Warranties.   Each  of  the
Pledgors represents and warrants to each of the Pledgees as follows:

                  (a) The Pledged  Shares have been duly  authorized and validly
issued and are fully paid and non-assessable.

                  (b) The  Pledgors  are the legal and  beneficial  owner of the
Pledged  Collateral  free and clear of any lien,  security  interest,  option or
other charge or  encumbrance  except for the security  interest  created by this
Agreement.
<PAGE>
                  (c)  The  pledge  of  the  Pledged  Shares  pursuant  to  this
Agreement  creates a valid and perfected first priority security interest in the
Pledged Collateral, securing the payment of the Obligations.

                  (d)  No  consent  of  any  other   person  or  entity  and  no
authorization, approval or other action by, and no notice to or filing with, any
governmental  authority or regulatory body is required (i) for the pledge by the
Pledgors  of the  Pledged  Collateral  pursuant  to  this  Agreement  or for the
execution,  delivery or performance of this Agreement by the Pledgors,  (ii) for
the perfection or maintenance of the security interest created hereby (including
the first priority  nature of such security  interest) or (iii) for the exercise
by the Pledgees of the voting or other rights  provided for in this Agreement or
the  remedies in respect of the Pledged  Collateral  pursuant to this  Agreement
(except as may be required in connection  with any disposition of any portion of
the Pledged  Collateral  by laws  affecting  the offering and sale of securities
generally).

                  (e) As of the date hereof,  (i) the Pledged Shares  constitute
no less than 25% of the issued and  outstanding  shares of Common Stock and (ii)
the Corporation has no shares of preferred stock issued and outstanding.

                  (f) There are no conditions  precedent to the effectiveness of
this Agreement that have not been satisfied or waived.

                  SECTION 5.  Further Assurances; Supplements.

                  (a) Each of the Pledgors agrees that any time and from time to
time, at their own expense,  the Pledgors will promptly  execute and deliver all
further  instruments  and documents,  and take all further  action,  that may be
necessary or desirable, or that the Pledgees may reasonably request, in order to
perfect and protect any  security  interest  granted or  purported to be granted
hereby or to enable the  Pledgees  to  exercise  and  enforce  their  rights and
remedies hereunder with respect to any Pledged Collateral.

                  (b) Each of the  Pledgors  further  agrees that he or it will,
upon the  pledging  of any  additional  shares of Common  Stock to the  Pledgees
pursuant hereto,  deliver to the Pledgees a pledge  agreement,  duly executed by
each of the Pledgors, in substantially the form of Schedule II annexed hereto (a
"Pledge  Amendment"),  which is hereby incorporated by reference,  in respect of
the  additional  Pledged  Shares  which  are  to be  pledged  pursuant  to  this
Agreement.  Each of the Pledgors  hereby  authorizes the Pledgees to attach each
Pledge  Amendment to this Agreement and agrees that all Pledged Shares set forth
in any  Pledge  Amendment  delivered  to the  Pledgees  shall  for all  purposes
hereunder be considered Pledged Collateral.

                  SECTION 6.  Voting Rights; Dividends; Etc.

                  (a) So long as no Event of Default  shall have occurred and be
continuing;

                  (i) The Pledgors shall be entitled to exercise or refrain from
         exercising any and all voting and other consensual rights pertaining to
         the  Pledged  Collateral  or any  part  thereof  for  any  purpose  not
         inconsistent with the terms of this Agreement;  provided, however, that
         the Pledgors  shall not exercise or refrain  from  exercising  any such
         right if, in the  Pledgees'  sole  judgment,  such action  would have a
         material  adverse effect on the value of the Pledged  Collateral or any
         part thereof.
<PAGE>
             (ii) The  Pledgors  shall be entitled to receive and retain any and
         all  dividends  paid in respect of the  Pledged  Collateral;  provided,
         however, that any and all

                           (A)  dividends  paid or payable other than in cash in
                  respect  of,  and  instruments  and other  property  received,
                  receivable  or  otherwise  distributed  in  respect  of, or in
                  exchange for, Pledged Collateral,

                           (B) dividends and other distributions paid or payable
                  in cash in respect of any  Pledged  Collateral  in  connection
                  with a  partial  or total  liquidation  or  dissolution  or in
                  connection  with a reduction  of capital,  capital  surplus or
                  paid-in-surplus, and

                           (C) cash paid,  payable or otherwise  distributed  in
                  respect of principal of, or in  redemption  of, or in exchange
                  for, any Pledged Collateral,

shall be, and shall be forthwith  delivered to the Pledgees to hold as,  Pledged
Collateral and shall, if received by the Pledgors,  be received in trust for the
benefit of the Pledgees,  be segregated  from the other property or funds of the
Pledgors,  and be forthwith  delivered to the Pledgees as Pledged  Collateral in
the same form as so received (with any necessary indorsement or assignment).

                  (b) Upon the occurrence and during the continuance of an Event
of Default:

                  (i) All rights of the  Pledgors to  exercise  or refrain  from
         exercising  the voting  and other  consensual  rights  which they would
         otherwise be entitled to exercise  pursuant to Section  6(a)(i)  hereof
         and to receive the dividends  which they would  otherwise be authorized
         to receive and retain pursuant to Section  6(a)(ii) hereof shall cease,
         and all such rights shall  thereupon  become vested in the Pledgees who
         shall  thereupon  have  the sole  right to  exercise  or  refrain  from
         exercising such voting and other  consensual  rights and to receive and
         hold as Pledged Collateral such dividends.

                  (ii) All dividends which are received by the Pledgors contrary
         to the provisions of Section  6(b)(i) hereof shall be received in trust
         for the benefit of the Pledgees,  shall be segregated  from other funds
         of the  Pledgors  and shall be  forthwith  paid over to the Pledgees as
         Pledged  collateral in the same form as so received (with any necessary
         indorsement).

                  (c) As used in this  Agreement,  "Event of Default" shall mean
any of the following:

                           (i)  the  failure  by  the  Corporation  to  pay  any
                  principal  of,  interest  accrued  on,  or any  other  payment
                  required  under,  the Amended and Restated L/C Agreement  when
                  the same becomes due and payable within ten days after written
                  notice by the Pledgees of such failure; or

                      (ii) the failure by the  Corporation to fulfill any of its
                  obligations under the Sublease or the License Agreement within
                  ten days after written notice by the Pledgees of such failure;
                  or
<PAGE>
                           (iii)  the  failure  by the  Corporation  to make any
                  payment  required  when the same becomes due and  payable,  or
                  fulfill  any of  its  obligations,  under  the  Amendment  and
                  Termination  Agreement or this Agreement within ten days after
                  written notice by the Pledgees of such failure; or

                           (iv)  the  failure  by Dupre  to  fulfill  any of his
                  obligations under the Amended and Restated Guaranty within ten
                  days after written notice by the Pledgees of such failure.

                  (d) Each of the Pledgors  shall  execute and deliver (or cause
to be  executed  and  delivered)  to the  Pledgees  all such  proxies  and other
instruments as the Pledgees may  reasonably  request for the purpose of enabling
the Pledgees to (i) exercise the voting and other rights which they are entitled
to exercise pursuant to Section 6(b)(i) hereof and (ii) to receive the dividends
which they are  authorized  to receive and retain  pursuant to Section  6(a)(ii)
hereof and Section 6(b) hereof.

                  SECTION 7.  Transfers  and Other  Liens.  Each of the Pledgors
agrees  that  he or it  will  not  (i)  sell,  assign  (by  operation  of law or
otherwise) or otherwise  dispose of, or grant any option with respect to, any of
the  Pledged  Collateral  or (ii)  create or permit to exist any lien,  security
interest,  option or other charge or encumbrance  upon or with respect to any of
the  Pledged  Collateral,  except  for  (A) the  security  interest  under  this
Agreement  and (B) the  granting of an option or proxy with  respect to, or sale
of, the Pledged Collateral to Dupre. Notwithstanding the preceding sentence, any
transfer of the Pledged  Collateral to Dupre from any other Pledgor  pursuant to
an  option  granted  to Dupre  shall be  subject  to such  documentation  as the
Pledgees may reasonably request to assure compliance with applicable  securities
laws and to confirm their continuing security interest in the Pledged Collateral
to be so transferred, all in accordance with Section 5 hereof.

                  SECTION 8. Pledgees  Appointed  Attorney-in-Fact.  Each of the
Pledgors  hereby  appoints  each  of  Yashiro  Co.  and  Bueno,   the  Pledgors'
attorney-in-fact,  each  with  full  authority  in the  place  and  stead of the
Pledgors  and in the name of the  Pledgors  or  otherwise,  from time to time in
their  discretion  to take any action and to execute  any  instrument  which the
Pledgees may deem  necessary or  advisable  to  accomplish  the purposes of this
Agreement  (subject  to the  rights  of the  Pledgors  under  Section  6 hereof)
including,  without limitation,  to receive, indorse and collect all instruments
made payable to the Pledgors  representing any dividend or other distribution in
respect of the Pledged Collateral or any part thereof and to give full discharge
for the same.

                  SECTION 9.  Pledgees  May  Perform.  If the  Pledgors  fail to
perform any agreement  contained herein, the Pledgees may themselves perform, or
cause  performance  of,  such  agreement,  and  the  expenses  of  the  Pledgees
including,  without  limitation,  the  reasonable  fees  and  expenses  of their
counsel, incurred in connection therewith shall be payable by the Pledgors under
Section 12 hereof.

                  SECTION 10. The Pledgees' Duties.  The powers conferred on the
Pledgees  hereunder  are  solely  to  protect  their  interest  in  the  Pledged
Collateral  and shall not impose any duty upon them to exercise any such powers.
Except for the safe custody of any Pledged  Collateral in their  possession  and
the  accounting for moneys  actually  received by them  hereunder,  the Pledgees
shall  have no duty as to any  Pledged  Collateral,  as to (i)  ascertaining  or
<PAGE>
taking action with respect to calls, conversions, exchanges, maturities, tenders
or other matters relative to any Pledged Collateral, whether or not the Pledgees
have or are deemed to have  knowledge  of such matters or (ii) the taking of any
necessary  steps to preserve  rights  against  any  parties or any other  rights
pertaining  to any  Pledged  Collateral.  The  Pledgees  shall be deemed to have
exercised  reasonable  care  in the  custody  and  preservation  of any  Pledged
Collateral in their possession if such Pledged  Collateral is accorded treatment
substantially equal to that which the Pledgees accord their own property.

                  SECTION 11.  Remedies  upon  Default.  If any Event of Default
shall have occurred and be continuing:

                  (a) The  Pledgees  may  exercise  in  respect  of the  Pledged
         Collateral,  in  addition to other  rights and  remedies  provided  for
         herein or otherwise available to them, all the rights and remedies of a
         secured party on default under the Uniform Commercial Code in effect in
         the State of New York at the time (the "Code") (whether or not the Code
         applies  to the  Pledged  Collateral),  and may  also,  in  their  sole
         discretion,  without notice except as specified below, sell the Pledged
         Collateral  or any part  thereof  in one or more  parcels  at public or
         private  sale,  at  any  exchange,  broker's  board  or at  any  of the
         Pledgees'  offices  or  elsewhere,  for cash,  on credit or for  future
         delivery,   and  upon  such  other  terms  as  the  Pledgees  may  deem
         commercially  reasonable,  irrespective of the impact of any such sales
         on the market price of the Pledged Collateral. The Pledgors agree that,
         to the extent  notice of sale shall be  required  by law,  at least ten
         days'  notice to the  Pledgors of the time and place of any public sale
         or the time after which any private sale is to be made shall constitute
         reasonable  notification.  The Pledgees  shall not be obligated to make
         any sale of Pledged Collateral regardless of notice of sale having been
         given. The Pledgees may adjourn any public or private sale from time to
         time by  announcement  at the time and place fixed  therefor,  and such
         sale  may,  without  further  notice,  be made at the time and place to
         which it was so  adjourned.  Each of the  Pledgors  hereby  waives  any
         claims  against  the  Pledgees  arising  by reason of the fact that the
         price at which  any  Pledged  Collateral  may have  been sold at such a
         private sale was less than the price which might have been  obtained at
         a public sale, even if the Pledgees accept the first offer received and
         do not offer such Pledged Collateral to more than one offeree.

                  (b) Any cash held by the  Pledgees as Pledged  Collateral  and
         all cash  proceeds  received by the Pledgees in respect of any sale of,
         collection  from,  or other  realization  upon,  all or any part of the
         Pledged  Collateral  may, in the  discretion of the  Pledgees,  be held
         thereby as  collateral  for,  and/or then or at any time  thereafter be
         applied (after  payment of any amounts  payable to the Pledgees for any
         reasonable  expenses  incurred thereby pursuant to Section 12) in whole
         or in part by the Pledgees against,  all or any part of the Obligations
         in such order as the Pledgees shall elect.  Any surplus of such cash or
         cash proceeds held by the Pledgees and remaining  after payment in full
         of all the  Obligations  shall  be  paid  over  to the  Pledgors  or to
         whomsoever may be lawfully entitled to receive such surplus.
<PAGE>
                  SECTION 12.  Expenses.  The Pledgors  shall upon demand pay to
the Pledgees the amount of any and all reasonable  expenses  including,  without
limitation, the reasonable fees and expenses of their counsel and of any experts
and  agents,   which  the  Pledgees  may  incur  in  connection   with  (i)  the
administration  of this Agreement,  (ii) the custody or preservation  of, or the
sale  of,  collection  from,  or  other  realization  upon,  any of the  Pledged
Collateral,  (iii)  the  exercise  or  enforcement  of any of the  rights of the
Pledgees hereunder or (iv) the failure by the Pledgors to perform or observe any
of the provisions hereof.

                  SECTION 13. Security Interest Absolute. The obligations of the
Pledgors under this Agreement are  independent of the Obligations and a separate
action or actions may be brought and prosecuted  against the Pledgors to enforce
this Agreement. All rights of the Pledgees and security interests hereunder, and
all obligations of the Pledgors  hereunder,  shall be absolute and unconditional
irrespective of:

                  (a)  any  lack of  validity  or  enforceability  of any of the
         Operative  Agreements  or any other  agreement or  instrument  relating
         thereto; or

                  (b) any change in the time,  manner or place of payment of, or
         in any  other  term of,  all or any of the  Obligations,  or any  other
         amendment or waiver of or any consent to any departure  from any of the
         Operative Agreements including, without limitation, any increase in the
         Obligations  resulting  from the extension of additional  credit to the
         Corporation  under the Amended and Restated L/C Agreement or otherwise;
         or

                  (c) any taking,  exchange,  release or  non-perfection  of any
         other collateral,  or any taking,  release or amendment or waiver of or
         consent to departure from any guaranty (including,  without limitation,
         the Amended and Restated Guaranty),  for all or any of the Obligations;
         or

                  (d) any  manner of  application  of  collateral,  or  proceeds
         thereof,  to all or any of the  Obligations,  or any  manner of sale or
         other  disposition of any collateral for all or any of the  Obligations
         or any other assets of the Corporation or any of its subsidiaries; or

                  (e) any change,  restructuring or termination of the corporate
         structure or existence of the  Corporation or any of its  subsidiaries;
         or

                  (f) any  assignment  for the benefit of creditors or filing by
         the  Corporation  or any of the Pledgors of a voluntary  petition under
         the U.S.  Bankruptcy  Code,  as amended,  or any other federal or state
         insolvency law; or

                  (g) any other circumstances which might otherwise constitute a
         defense available to, or a discharge of, the Pledgors.
<PAGE>
                  SECTION 14. No Waiver.  No failure on the part of the Pledgees
to  exercise,  and no  course  of  dealing  with  respect  to,  and no  delay in
exercising,  any  right,  power or remedy  hereunder  shall  operate as a waiver
thereof;  nor shall any single or partial exercise by the Pledgees of any right,
power or remedy  hereunder  preclude any other further  exercise  thereof or the
exercise of any other right,  power or remedy.  The remedies herein provided are
to the fullest  extent  permitted by law cumulative and are not exclusive of any
remedies provided by law.

                  SECTION 15. Amendments.  No amendment of any provision of this
Agreement  shall be effective  unless the same shall be in writing and signed by
each of the Pledgees.

                  SECTION  16.  Addresses  for  Notices.  All  notices and other
communications  provided for hereunder shall be in writing (including telecopier
communication) and mailed,  telecopied or delivered to them, if to the Pledgors,
c/o Dupre at the  Corporation's  address at 24 Richmond  Hill Avenue,  Stamford,
Connecticut  06901,  with a copy to Pryor,  Cashman,  Sherman & Flynn,  410 Park
Avenue, New York, New York 10022, Attention: Eric M. Hellige, Esq. and if to the
Pledgees, c/o Yashiro Co. at its address at 1-18-5 Tatsumi-Naka, Ikuno-Ku, Osaka
544, Japan, Attention: Takeshi Yamaguchi, with a copy to Olshan Grundman Frome &
Rosenzweig  LLP,  505 Park Avenue,  New York,  New York 10022,  Attention:  Neil
Grundman, Esq. or, as to any party, at such other address as shall be designated
by such party in a written  notice to the other party  complying  as to delivery
with the terms of this  Section 16. All such  notices  and other  communications
shall,  when mailed or  telecopied,  be effective when deposited in the mails or
telecopied, respectively.

                  SECTION 17. Continuing  Security  Interest;  Assignments under
any  Operative  Agreement.  This  Agreement  shall create a continuing  security
interest in the Pledged Collateral and shall (i) remain in full force and effect
until  the  payment  in  full  of all  obligations  of the  Corporation,  now or
hereafter  existing,  under (A) the Amended and Restated L/C Agreement,  whether
for  principal,  interest,  fees,  expenses or  otherwise  (such date of payment
hereinafter referred to as the "L/C Termination Date") and (B) all other amounts
payable as of the L/C  Termination  Date under this  Agreement,  (ii) be binding
upon each of the Pledgors,  their  successors and assigns and (iii) inure to the
benefit of, and be  enforceable  by, each of the Pledgees and their  successors,
transferees and assigns. Without limiting the generality of the foregoing clause
(iii), the Pledgees may assign or otherwise transfer all or any portion of their
rights and  obligations  under any  Operative  Agreement  to any other person or
entity,  and such other person or entity shall thereupon  become vested with all
the benefits in respect  thereof  granted to the Pledgees  herein or  otherwise.
Upon  the  later  of the  payment  in full or the  complete  performance  of all
obligations of the Corporation, now or hereafter existing, under (A) the Amended
and Restated L/C Agreement,  whether for principal,  interest, fees, expenses or
otherwise and (B) all other amounts payable as of the L/C Termination Date under
this  Agreement,  the security  interest  granted hereby shall terminate and all
rights to the Pledged  Collateral  shall revert to the  Pledgors.  Upon any such
termination, the Pledgees will, at the Pledgors' expense, return to the Pledgors
such of the Pledged  Collateral as shall not have been sold or otherwise applied
pursuant  to the terms  hereof and  execute  and  deliver to the  Pledgors  such
documents as the Pledgors shall reasonably request to evidence such termination.
<PAGE>
                  SECTION 18.  Governing Law;  Terms.  This  Agreement  shall be
governed by, and  construed  in  accordance  with,  the laws of the State of New
York, except as required by mandatory provisions of law and except to the extent
that the validity or perfection of the security interest hereunder,  or remedies
hereunder,  in respect of any particular  Pledged Collateral are governed by the
laws of a  jurisdiction  other  than the  State of New  York.  Unless  otherwise
defined  herein,  terms  defined  in  Article  9 of the Code are used  herein as
therein defined.
<PAGE>
                  IN WITNESS  WHEREOF,  the Pledgors have executed and delivered
this Agreement as of the date first above written.



                                    PLEDGORS:


                                    ------------------------------ 
                                    JOEL DUPRE




                                    PACIFIC MILLION ENTERPRISE LTD.



                              By:   ------------------------------  
                            Name:   Joe Takada
                           Title:

                                    ------------------------------
                                    CHENG-SEN WANG


                                    ------------------------------
                                    ALBERT H. CHENG


<PAGE>
                                                                      SCHEDULE I





                 Attached to and forming a part of that certain
                           Amended and Restated Pledge
                 Agreement, dated August 28, 1996, by and among
                     Dupre and other pledgors, as Pledgors,
                to Bueno and Yashiro Co., as Agent, as Pledgees.


   Stock Certificate No(s).   Number of Shares         Name of Stockholder
   ------------------------   ----------------         -------------------

           NB 5878               133,333                Pacific Million 
                                                        Enterprise Ltd. 
                
           NB 5877               414,334                Joel Dupre

           NB 5879                88,889                Cheng-Sen Wang

           NB 5880                44,444                Albert H. Cheng








<PAGE>
                                                                     SCHEDULE II



         This  Pledge  Amendment  No.  [  ],  dated  [ ]  19[  ],  (the  "Pledge
Amendment")  is  delivered  pursuant  to Section 5 of that  certain  Amended and
Restated  Pledge  Agreement (as  hereinafter  defined).  Each of the undersigned
hereby  agrees  that this  Pledge  Amendment  may be attached to the Amended and
Restated Pledge  Agreement,  dated August 28, 1996, by and among the undersigned
and the Pledgees (the "Amended and Restated Pledge Agreement;" capitalized terms
defined  therein  being used  herein as therein  defined)  and that the  Pledged
Shares listed on this Pledge Amendment shall be deemed to be part of the Pledged
Shares and shall  become part of the  Pledged  Collateral  and shall  secure all
Obligations.

   Stock Certificate No(s).      Number of Shares          Name of Shareholder
   ------------------------      ----------------          -------------------





                                    
                                    PLEDGORS:


                                    ------------------------------ 
                                    JOEL DUPRE




                                    PACIFIC MILLION ENTERPRISE LTD.



                              By:   ------------------------------  
                            Name:   Joe Takada
                           Title:

                                    ------------------------------
                                    CHENG-SEN WANG


                                    ------------------------------
                                    ALBERT H. CHENG


<PAGE>
                                                                       EXHIBIT C

                          AMENDED AND RESTATED GUARANTY


                  In  consideration  of and  to  induce  Yashiro  Co.,  Inc.,  a
Japanese  corporation  ("Yashiro"),  to enter  into  that  certain  Amended  and
Restated Letter of Credit  Agreement (the "Amended and Restated L/C Agreement"),
of even date herewith,  by and between Yashiro and Sirco International  Corp., a
New York  corporation  (the  "Corporation"),  and for  other  good and  valuable
consideration,  the undersigned  irrevocably and  unconditionally  guarantees to
Yashiro,  payment when due, whether by acceleration or otherwise, of any and all
Liabilities  (as  hereinafter  defined) to Yashiro,  together  with all interest
thereon, if applicable,  and all reasonable  attorneys' fees, costs and expenses
of collection  incurred by Yashiro in enforcing any of such  Liabilities  and/or
this guaranty.  This guaranty shall supersede and replace that certain Guaranty,
dated March 20,  1995,  made by the  undersigned  in favor of  Yashiro,  Yashiro
Company,  Ltd.,  Yutaka  Yamaguchi and Takeshi  Yamaguchi  which,  following the
execution  and  delivery by the  undersigned  of this  guaranty,  shall be of no
further force and effect.

                  The term  "Liabilities"  shall mean all of the  obligations of
the Corporation,  now or hereafter existing,  under the Amended and Restated L/C
Agreement, whether for principal, interest, fees, expenses or otherwise.

                  This is an  absolute,  unconditional,  present and  continuing
guaranty of performance and payment, and not of collection,  and all Liabilities
to which it applies or may apply under the terms  hereof  shall be  conclusively
presumed to have been created in reliance hereon.  Yashiro shall not be required
to exhaust its  remedies  against the  Corporation  prior to the exercise of its
rights and remedies against the undersigned.

                  Yashiro  may at any  time and from  time to time  without  the
consent of, or notice to, the undersigned,  without incurring  responsibility to
the  undersigned,   without  impairing  or  releasing  the  obligations  of  the
undersigned  hereunder,  upon or without any terms or conditions and in whole or
in part:

                  (i)  change the  manner,  place or terms of  payments,  and/or
change or extend the time of payment of, renew or alter any  Liabilities  or any
liability  incurred directly or indirectly in respect thereof,  and the guaranty
herein made shall apply to the Liabilities as so changed,  extended,  renewed or
altered; 

                  (ii) accept any checks,  notes or other obligations secured or
unsecured in any amount,  purportedly in payment of the whole or any part of the
Liabilities;

                  (iii)  exercise or refrain from  exercising any rights against
the Corporation or others (including,  without  limitation,  the undersigned) or
otherwise act or refrain from acting upon any default of the Corporation; or

                  (iv) settle or compromise any Liability  hereby  guaranteed or
any other liability  (including,  without  limitation,  any of those  hereunder)
incurred directly or indirectly in respect thereof or hereof.
<PAGE>
                  In the event that any of such Liabilities (including,  without
limitation,  any  installment  payments)  are payable  and  default  occurs with
respect to the payment thereof, or in the event of a breach of a covenant in any
agreement  governing  such  Liability  which is not cured during any  applicable
grace period, then, at the option of Yashiro, the specific Liability,  including
the  full  unpaid  balance  due  thereof,  whether  or not  then  due,  shall be
immediately due and payable to Yashiro on demand.

                  In the event of any proceeding  between the parties in respect
of any matter arising under this guaranty,  the undersigned hereby consents that
Yashiro's  records,  and entries  thereon,  shall be admissible into evidence as
proof of sale, delivery,  acceptance,  price and of all other transactions shown
thereon, and of the amount of the liability of the undersigned.

                  The  undersigned  hereby  waives  notice of acceptance of this
guaranty and notice of any Liability to which it may apply,  including,  without
limitation,  the making of sales, the rendition of services and the extension of
credit by Yashiro to the Corporation, and further waives presentment, demand for
payment,  protest, notice of dishonor or nonpayment of any Liabilities,  suit or
taking of other  action by  Yashiro,  and any other  notice to any party  liable
thereon (including the undersigned).

                  Upon  the  happening  of  any  of the  following  events:  the
insolvency or suspension  of business of the  Corporation,  or the making by the
Corporation or the undersigned of an assignment for the benefit of creditors, or
a trustee or receiver being  appointed for the Corporation or the undersigned or
for any property of either of them, or any proceeding  being  commenced  against
the  Corporation  or  the  undersigned  under  any  bankruptcy,  reorganization,
arrangement of debt, insolvency, readjustment of debt, receivership, liquidation
or  dissolution  law or statute  which shall not be dismissed  within sixty days
after its commencement,  then, and in any such event and at any time thereafter,
Yashiro may, without notice to the Corporation or the undersigned,  make all the
Liabilities  to Yashiro,  whether or not then due,  immediately  due and payable
hereunder as to the  undersigned,  and Yashiro  shall be entitled to enforce the
obligations of the undersigned hereunder.

                  No invalidity,  irregularity or unenforceability of all or any
part of the  Liabilities  hereby  guaranteed or of any security  therefor  shall
affect,  impair or be a defense to this guaranty,  this guaranty being a primary
obligation of the undersigned;  provided, however, that notwithstanding anything
set forth herein to the  contrary,  the  undersigned  may assert as a defense to
this  guaranty,  any good faith defense that is  applicable  under any agreement
governing the Liability under which gives rise to Yashiro's  enforcement of this
guaranty.  Should any one or more  provisions  of this  guaranty  be  judicially
determined to be  unenforceable,  all other provisions shall not be affected and
shall remain in full force and effect.

                  No delay  on the  part of  Yashiro  in  exercising  any of its
options,  powers or  rights,  or  partial  or  single  exercise  thereof,  shall
constitute a waiver thereof.  No waiver of any of its rights  hereunder,  and no
modification  or  amendment  of this  guaranty,  shall be  deemed  to be made by
Yashiro  unless the same shall be in writing,  duly signed on behalf of Yashiro,
and each such  waiver,  if any,  shall apply only with  respect to the  specific
instance  involved,  and shall in no way  impair  the  rights of  Yashiro or the
Liabilities to Yashiro in any other respect at any other time.
<PAGE>
                  The  rights  of  Yashiro  are  cumulative  and  shall  not  be
exhausted  by  Yashiro's  exercise of any of its rights  hereunder  or otherwise
against the undersigned or by any number of successive  actions until and unless
all indebtedness  hereby guaranteed has been paid and each of the obligations of
the undersigned hereunder has been fully satisfied.

                  This guaranty and the rights and obligations of Yashiro and of
the  Corporation  shall be governed and construed in accordance with the laws of
the State of New York,  except that body of law  relating to the choice of laws.
This guaranty is binding upon the  undersigned,  his  executors,  administrator,
successors  and  assigns,  and  shall  inure  to the  benefit  of  Yashiro,  its
successors and assigns.

Dated:  August 28, 1996




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        JOEL DUPRE