<PAGE>
                                                                      
                         DISCOUNT FACTORING AGREEMENT

                                    BETWEEN


                         CONGRESS TALCOTT CORPORATION


                          1133 AVENUE OF THE AMERICAS

                             NEW YORK, N.Y. 10036


                                      AND


                          LEVCOR INTERNATIONAL, INC.
                          --------------------------
                               (NAME OF CLIENT)


                          1071 AVENUE OF THE AMERICAS
                          ---------------------------
                               (STREET ADDRESS)


                              NEW YORK, NY 10018
                              ------------------
                                (CITY) (STATE)

<PAGE>

                                                Date     November 14, 1997
                                                     --------------------------

Gentlemen:

         We hereby present to you this letter agreement under which we shall
act as your sole factor for all your sales of merchandise and/or rendition of
services.

         1. No sales or deliveries of goods or rendition of services shall be
made without first requesting the prior written approval of our Credit Office
in each instance as to terms, amounts and credit of prospective purchasers
("customers"), and we shall have the right to withdraw such approval at any
time before actual delivery of merchandise or rendition of services, as the
case may be. The purchase price of all sales made by you shall be payable only
to us as factors, and all contracts of sale, bills and invoices sent to
customers shall so stipulate in form satisfactory to us. We shall be entitled
to collect and receive all proceeds of your sales and shall enjoy all the
rights and remedies of the sales of goods, including the rights of stoppage in
transit, reclamation and replevin, subject only to our obligation as factor to

account to you in accordance with the terms hereof. We shall not be liable to
any person or in any manner for refusing to give, or for withdrawing credit
approval for any customer or for exercising our rights and remedies as set
forth herein.

         2. You hereby sell and assign to us all of your accounts receivable,
contract rights, and other customer obligations for the payment of money
arising out of your sale of goods or rendition of services, now existing and
hereafter arising ("accounts"), together with all proceeds thereof, all
security and guarantees therefor, all of your rights to the goods and property
represented thereby, and all of your rights and remedies against the customers
thereunder. With respect to sales approved and accepted by us, upon delivery
or performance, and acceptance of the goods or services by the customer,
without claim or dispute, we shall purchase the accounts created thereby and
shall assume the credit risk, being responsible only for the financial
inability of the customer to pay at maturity. We shall not be responsible for
any nonpayment of an account because of the assertion of a claim or dispute of
any kind by a customer (whether or not such claim or dispute relates to the
specific account) or the assertion or exercise of any counterclaim or offset,
or if any warranty made by you to us in respect of any such account has been
breached. Any sale of goods or renditions of service made by you which is not
approved in writing by us as to credit, as well as accounts for which we are
not responsible for nonpayment and as to which credit approval is withdrawn as
aforesaid, shall be known as a C.R. (client's risk) account. All such C.R.
accounts assigned to and purchased by us are with full recourse to you and at
your credit risk, but are otherwise subject to the covenants, terms and
conditions provided herein in respect of accounts on which we have assumed the
credit risk.

         3. It is understood that you will promptly adjust all disputes with
customers, provided that we have not withdrawn such right to adjust from you
upon the occurrence of an Event of Default hereunder or in any event on notice
by us, and promptly advise us in writing of the same upon your receiving
notice thereof, and we shall have the right to charge back to you any account
involved in a claim, dispute or return asserted or made by a customer and
other C.R. accounts, before or after the maturity thereof, together with
interest at the then effective governing rate (as defined in paragraph 6(a)
hereof) from the date of original credit to the date of full payment. The
charge-back of any such accounts shall not be deemed a reassignment thereof,
and title thereto and to the merchandise represented thereby shall remain in
us until we shall have been fully reimbursed. We agree to reassign to you any
such charged-back account upon your payment to us, in cash, of the amount or
amounts credited by us to you thereon, together with applicable interest. As
absolute owner of each account, we may in our sole discretion enforce, effect
any compromise, settle and adjust any account, in our name or yours, without
affecting or limiting your obligations to us under this agreement and whether
or not any such account shall have been charged back. Unless we shall
otherwise direct, all credit memoranda to be issued to any customer shall be
furnished by you only to us for transmission to the customer, who shall be
solely entitled to the benefit thereof and to the benefit of any discounts and
allowances. You shall indemnify us for, and hold us harmless against, any
loss, liability, claim or expense of any kind (including reasonable attorneys'
fees and disbursements) arising from any claims of, or disputes with, your
customers (or any other persons) as to terms, price, quality, or otherwise,

directly or indirectly relating to accounts, including any claim for a return
of any payments thereunder, or pertaining to any other matter.

         4. All goods shall be billed and invoiced upon forms of bill or
invoice satisfactory to us and, unless otherwise directed by us, the said
bills and invoices shall bear the words "Pay only to CONGRESS TALCOTT
CORPORATION. This account and the merchandise covered hereby is assigned and
is payable only to CONGRESS TALCOTT CORPORATION, to whom notice must be given
of any merchandise returns or of any claims for shortage, non-delivery or
otherwise", and shall be payable at such address as we shall direct. At our
request, invoices to customers shall be mailed by us at your expense.

         5. At your own cost and expense you will keep proper books of
account, showing all sales and all claims, allowances, disputes and similar
information with respect to the accounts and the goods and services relating
thereto. Such books, records, correspondence and papers pertaining to sales
and accounts shall be open to our inspection and we shall have the right to
examine and make copies of such books, records, correspondence and papers and
to perform general audits at all reasonable times. All remittances, checks,
notes receivable, instruments and other proceeds of accounts shall be our
property and, if received by you, shall be held in trust and immediately
transmitted and delivered to us in the identical form received together with
any endorsement or assignment deemed necessary by us. We shall have the right,
but not the obligation, to deposit any checks or other remittances received on
accounts regardless of notations or conditions placed thereon by your
customers or deductions reflected thereby and to charge the amount of any such
deduction to your account. You further authorize us to endorse your name on
any and all checks or other forms of remittances and proceeds received in
payment of accounts whenever we deem such endorsement to be necessary to
effect collection thereof. We may request shipping receipts covering all sales
to be promptly delivered to us and you shall not be entitled to any credit
with respect to any account until the relevant shipping receipts have been
delivered to us. You will supply us with as many duplicate bills as we may
from time to time reasonable [sic] require.

         6.(a) On the last day of each month we will credit you with the
purchase price for your accounts arising during such month which have been
assigned to us and are approved, accepted and purchased by us. The purchase
price for such accounts shall be their respective invoice amounts, less our
commission as provided for herein and less all selling discounts (at our
option, calculated on any terms offered), and all credits or deductions
allowed or granted to the customer at any time, and less a discount at the
governing rate then in effect, calculated for the period commencing on the
first day of the following month, to and including the weighted average
maturity date for such accounts, plus FIVE (5) additional business days for
collection and clearance of remittances. For the purpose of this agreement,
"governing rate" shall mean a rate per annum which is ONE HALF percent (1/2%)
in excess of the prime commercial interest rate from time to time publicly
announced by Philadelphia National Bank, incorporated as CoreStates Bank,
N.A., as its prime rate, whether or not such announced rate is the best rate
available at such bank. The governing rate shall increase or decrease by an
amount equal to each increase or decrease, respectively, in such prime
commercial interest rate, effective on the first day of the month after any
change in such prime commercial interest rate based on the rate in effect on

the last day of the month in which any such change occurs. The governing rate
shall be calculated based on a three hundred sixty (360) day year and actual
days elapsed.

                                     - 2 -


<PAGE>

         (b) Prior to our crediting you with the discounted value of your net
accounts purchased by us at the last day of each month, we may, upon your
request, but at our sole discretion in each instance advance to you up to
NINETY percent (90%) of the net amount of approved accounts assigned to and
accepted by us at any time during the month, so long as at all times we shall
maintain a reserve of not less than TEN percent (10%) of the net amount of
all of your accounts which have been assigned to us and are then outstanding.
You will be charged with interest on all sums advanced or charged to you under
this agreement, and other sums owed by you to us at the governing rate then in
effect. In the event that the amount of any sums advanced or charged to you
under this agreement exceeds the amount available to you pursuant to the
percentage of the net amount of outstanding approved accounts assigned to and
accepted by us as set forth above or any other percentage or sublimit set
forth in any supplement to this agreement, the "governing rate" on the entire
amount of such excess(es) shall be a rate per annum which is one-half of one
percent (1/2%) above the governing rate otherwise applicable under Section
6(a) above (whether or not such excess(es) arise or are made with or without
our knowledge or consent). On and after the date of any Event of Default or
the effective date of any termination or non-renewal hereof, the "governing
rate" on all then outstanding and unpaid Obligations shall accrue at the
governing rate provided for in the preceding sentence from the date of such
Event of Default or the effective date of any termination or non-renewal until
payment in full of all Obligations. In no event shall the rate of interest
agreed to or charged to you hereunder exceed the maximum rate of interest
permitted to be agreed to or charged to you under the law or the jurisdiction
whose laws are applicable to such rate of interest. As of the last day of each
month, we will credit you with interest on any net credit balance in your
favor during such month, at the governing rate in effect hereunder for
advances during such month except that no credits shall bear interest
subsequent to the adjusted average due date of the receivables creating such
credits. We shall remit to you upon request, or at any time at our option,
any amount to your credit on our books, subject to our right to withhold and
retain at all times, as a reserve, that amount or your accounts assigned to us
and still outstanding which in our sole discretion is or may be necessary to
allow for possible returns, allowances, claims or expenses or to provide for
the payment to us of your liabilities under this agreement.

         7. For our services hereunder, we shall receive a commission equal to
SIX TENTHS OF ONE percent (.60%) of the invoice amount of each account, less
selling discounts (at our option, calculated on any terms offered), which
commission shall be due and payable by you, and chargeable to your account
with us, as at the end of the month in which such account arises, but in no
event less than $4,000.00 each and every month. Such charge is based upon
maximum selling terms of SEVENTY (70) days, and no more extended terms or
additional dating shall be granted by you to any customer without our prior

written approval in each instance. In the event that we shall give our written
approval, each time the due date on any account (whether the original due date
or any previously extended due date) is extended or further extended, as the
case may be, you shall pay to us a service fee of $5.00, which fee is due and
payable on the date of the extension. When such approval is given by us, our
charge with respect to the accounts covered thereby shall be increased at the
rate of twenty-five percent (25%) for each additional thirty (30) days or
thereof of extended terms or additional dating. The minimum factoring
commission on each invoice in respect of any account shall be $3.00. Our
assumption of credit risk shall not include any invoice which represents the
sale of samples.

         8. About fifteen (15) days after the end of each month, we will
render to you a statement with respect to the accounts purchased by us in the
previous month, and all advances and charges made to your account under this
agreement. In addition to any other amounts chargeable to your account, your
account shall be charged with all discounts to customers on assigned sales and
all returns, allowances or credits. You will also be charged with interest, at
the governing rate then in effect hereunder as to advances, on the amount of
any customer credit issued on any account after the date the discounted
purchase price thereof has been credited to you, for the period from the date
of crediting of such purchase price to the date of the issuance of such
customer credit. All statements, reports or accountings rendered or issued by
us to you shall be deemed accepted by you and shall be finally conclusive and
binding upon you unless you notify us to the contrary, specifying the precise
respects in which you differ with such statement, report or accounting, by
registered or certified mail within sixty (60) days after the date such
statement, report or account is sent to you. In the event that we provide to
you or on your behalf from time to time additional statements, reports or
accounting with respect to the accounts or otherwise in connection herewith,
you shall pay to us an additional fee in the amount of $50.00 for each such
additional statement, report or accounting, which fee is due and payable on
the date of the issuance by us of such additional statement, report or
accounting.

         9. As collateral security for any and all of your (and your
subsidiaries' and affiliates') indebtedness and obligations to us and to each
of our subsidiaries and affiliates, whether matured or unmatured, absolute or
contingent, now existing, or that may hereafter arise (including under
indemnity or reimbursement agreements or by subrogation) and howsoever
acquired by us, whether arising directly between us or acquired by us by
assignment, whether relating to this agreement or independent hereof,
including all obligations incurred by you to any other concern factored or
financed by us or by any subsidiary or affiliate of ours (collectively, the
"Obligations"), you do hereby grant to us, for our own account and on behalf
of our subsidiaries and affiliates, a security interest in all or your
accounts, contract rights, documents, instruments, chattel paper and general
intangibles (whether or not specifically assigned to us), now existing
and hereafter created or acquired, and in the proceeds thereof, any
security and guarantees therefor, in the goods and property represented
thereby, in all of your books and records relating to the foregoing, all
of your rights in connection with any of the foregoing, and in all sums
of money at any time to your credit with us or with any of our
subsidiaries and affiliates, and any of your property at any time in our

possession or in the possession of any of our subsidiaries and
affiliates. You hereby agree to pay all debit balances in your account
on demand and irrevocably authorize us to charge at any time to your
account any Obligations, and to pay any Obligation owing to any of our
subsidiaries and affiliates by so charging your account. You agree to
execute financing statements and any and all other instruments and
documents that we by request to perfect, protect, establish or enforce
the security interests granted hereunder or other provisions hereof. You
do hereby authorize us to file such financing statements without your
signature, signed only by us a secured party, or a reproduction of this
agreement to reflect the security interests granted hereunder. You
hereby warrant that you are solvent, that you have full right and
authority to sell and assign to us and to grant to us a security
interest in your property as provided in this agreement, that you have
not granted a security interest therein or in any of your inventory to
any other party, and that you will not hereafter grant any security
interest therein or in any of your inventory, other than to us, at any
time during the term of this agreement and until the security interest
granted hereunder has been terminated. Immediately upon our request, you
shall pay to us, or reimburse us for, all reasonable sums, costs and
expenses which we may pay or incur in connection with or related to the
negotiation, preparation, consummation, administration and enforcement
of this agreement, any supplement hereto, and all other agreements,
documents and instruments in connection herewith and therewith, and the
transactions contemplated hereunder and thereunder, together with any
amendments, supplements, consents or modifications which may be
hereafter contemplated (whether or not executed), made or entered into
in respect hereof and thereof, and all efforts made to defend, protect
or enforce the security interest and other rights granted herein or
therein or enforcing payment of the Obligations, including, without
limitation, filing fees and taxes, recording taxes, expenses for
searches, expenses heretofore incurred by us and from time to time
hereafter during the course of periodic field examinations of our
collateral or your operations (plus a charge of $500 per person per day
for our examiners in addition to reimbursement for their expenses), wire
transfer fees, check dishonor fees, the fees and disbursements of our
counsel, all fees and expenses for the service and filing of papers,
premiums on bonds and undertakings, fees of marshals, sheriffs,
custodians or auctioneers and others, travel expenses and all court
costs and collection charges, all of which shall be part of the
Obligations and shall accrue interest after demand thereof at the
highest governing rate payable on any of the Obligations. At our option,
all principal, interest, fees, commissions, costs, expenses or other
charges with respect to this agreement may be charged directly to your
account maintained by us.

         10. Notwithstanding anything to the contrary contained herein, the
aggregate amount of the Obligations outstanding at any time shall not exceed
$5,000,000, except in our sole discretion. In the event that the outstanding
aggregate amount or the Obligations exceeds such amount, you shall remain
liable therefor and the entire amount of such excess shall, at our option, be
immediately due and payable upon demand.

         11. You shall not be entitled to pledge our credit in connection with

any purchase of goods or for any other purpose whatsoever.

                                     - 3 -

<PAGE>

         12. If any goods are rejected or returned by, or recovered from, a
customer on any account, you shall forthwith pay us the amount of such
account, either in cash or by the assignment of new accounts acceptable to us
hereunder. Until such repayment, such goods shall be held by you in trust for
our benefit, shall be segregated and identified by you as our property, and
upon our request, at your expense, shall be delivered to or for our account or
upon our order to such place or places as we may designate. We may sell or
cause the public or private sale of any such goods, upon five (5) days written
notice to you, at such places and upon such terms as we may deem proper, and
we may be the purchaser at any public sale. The proceeds of any such sale or
sales shall first be applied to the costs and expenses of and incident to such
sale, and the balance, if any, shall be credited to your account and your
account shall be charged with any deficiencies, costs and expenses.

         13. We shall have no responsibility for, or liability in respect of,
the care, shipment, transportation of, or insurance upon, any of your
inventory or other goods, our liability being solely that of a factor
purchasing the accounts arising from sales made by you which have been
approved by us and paying you therefor as hereinabove set forth.

         14. (a) This agreement shall commence and become effective as of the
date hereof and shall continue in full force and effect for a term ending one
(1) year from the date hereof and renewing automatically from year to year
thereafter, unless sooner terminated pursuant to the terms hereof. You may
terminate this agreement on the anniversary of the date hereof in any year by
giving to us at least sixty (60) days prior written notice by registered or
certified mail, return receipt requested. We may terminate this agreement at
any time by giving to you at least sixty (60) days prior written notice and,
in addition, we shall have the right to terminate this agreement immediately
at any time upon the occurrence of an Event of Default. No termination of this
agreement shall relieve or discharge you of your duties, obligations and
covenants hereunder until all Obligations have been fully and finally paid and
satisfied (whether contingent or otherwise) and our continuing security
interest in any of your assets or properties shall remain in effect until such
Obligations have been fully and finally paid and satisfied (whether contingent
or otherwise).

         (b) If we terminate this agreement upon the occurrence of an Event of
Default or at your request on any date other than the anniversary of the date
hereof after our receipt of sixty (60) days prior written notice from you as
provided above, in view of the impracticability and extreme difficulty of
ascertaining actual damages and by mutual agreement of the parties as to a
reasonable calculation of our lost profits as a result thereof, you hereby
agree that you will pay to us in cash or other immediately available funds,
upon the effective date of such termination, an early termination fee in the
amount equal to (i) the percentage for our commission set forth in Section 7
hereof multiplied by the total aggregate amount of sales by you in the
immediately preceding twelve (12) month period, as determined by us, divided

by twelve (12) multiplied by (ii) the number of months (or any part thereof)
remaining in the then current term. Such early termination fee shall be
presumed to be the amount of damages sustained by such early termination and
you agree that it is reasonable under the circumstances currently existing.

         (c) All Obligations shall be, at our option, immediately due and
payable without notice or demand immediately upon the occurrence of any Event
of Default or the termination hereof and any provision of this agreement or
any supplement hereto as to future advances by us to you shall, at our option,
terminate forthwith upon the occurrence of any Event of Default or the
termination hereof. Upon the effective date of termination or non-renewal of
this agreement, you shall pay to us in full all outstanding and unpaid
Obligations (including, but not limited to, loans and all interest,
commissions, fees (including the early termination fees provided herein, if
applicable), charges, expenses, and other amounts provided for hereunder or
otherwise) and shall furnish cash collateral to us for all undrawn amounts
available pursuant to previously issued and outstanding letter of credit
accommodations (if any), by wire transfer in federal funds to such bank
account, as we may in our discretion designate for such purpose.

          15. The occurrence of any one or more of the following shall
constitute an Event of Default hereunder and under any supplement hereto or
other agreement by you with, to or in favor of us: (a) Upon our giving you five
(5) business days written notice you fail to pay or perform when due any of the
Obligations or you breach any of the terms, covenants, conditions or provisions
contained in this agreement or any other agreement between us; (b) any present
or future representation, warranty or statement of fact made by you or on your
behalf to us in this agreement or any other agreement, schedule or instrument
referred to herein or therein or related hereto or thereto is false or
misleading at any time; (c) we in good faith believe that, because of a change
in the condition or affairs (financial or otherwise) of you or any guarantor of
any of the Obligations, either (i) the prospect of payment or performance of the
Obligations is impaired or (ii) the collateral is not sufficient to fully secure
the Obligations; and (d) the occurrence of any of the following with respect to
you or any guarantor of any of the Obligations: dissolution; termination of
existence; insolvency; business cessation or suspension; calling of a meeting of
creditors; appointment of a receiver for any property; assignment for the
benefit of creditors; commencement of any voluntary or involuntary proceeding
under any bankruptcy or insolvency law; entry of any court order which enjoins
or restrains the conduct of business in the ordinary course. Upon the occurrence
of any Event of Default hereunder, we shall have all the rights and remedies of
a secured party under the Uniform Commercial Code and other applicable laws with
respect to all collateral in which we have a security interest. We may sell or
cause to be sold any or all such collateral, in one or more sales or parcels, at
such prices and upon such terms as we reasonably deem best, and for cash or on
credit or for future delivery and at a public or private sale as we may deem
appropriate, [u]pon our giving you five (5) business days written notice. Unless
the collateral is perishable or threatens to decline speedily in value or is of
a type customarily sold on a recognized market, we shall give you reasonable
notice of the time and place of any public sale of collateral owned by you or of
the time after which any private sale or any other intended disposition thereof
is to be made. The requirements of reasonable notice shall be met if any such
notice is mailed, postage prepaid, to your address shown herein, at least five
(5) days before the time or the sale or disposition thereof. We may be the

purchaser at any such public sale. The proceeds of sale of such collateral shall
be applied first to all costs and expenses of and incident to such sale,
including reasonable attorneys' fees and then to the payment, in such order as
we may elect, of all sums owing to us hereunder. We shall return any excess to
you, subject to the rights of third parties or as otherwise required by
applicable law, and you shall remain liable for any deficiency.

         16. You agree that you will furnish to us, as soon as available, but
in any event not later than one hundred and twenty days (120) after the close of
each fiscal year, your audited financial statements for such fiscal year
(including balance sheets, statements of income and loss, statements of cash
flow and statements of shareholders' equity), and the accompanying notes
thereto, setting forth in each case in comparative form figures for the previous
fiscal year, all in reasonable detail, fairly presenting the financial position
and the results of your operations as at the date thereof and for the fiscal
year then ended and prepared in accordance with generally accepted accounting
principles consistently applied. Such audited statements shall be examined in
accordance with generally accepted auditing standards by, and accompanied by a
report thereon unqualified as to scope of, independent certified public
accountants selected by you and acceptable to us. In addition, at such time or
times as we may request, you will furnish to us such quarterly or monthly
unaudited financial statements (including balance sheets, statements of income
and loss, statements of cash flows and statements of shareholders' equity), and
the accompanying notes thereto, all in reasonable detail, fairly presenting the
financial position and results of your operation as at the date thereof and for
such periods prepared in accordance with generally accepted accounting
principles consistently applied and such other information with respect to your
business, operations and condition (financial or otherwise), as we may from time
to time reasonably request.

         17. This agreement is deemed made in the State of DELAWARE and shall
be governed, interpreted and construed in accordance with the laws of said
State. Each of the parties hereto hereby irrevocably submits and consents to
the non-exclusive jurisdiction of any local, state or Federal court located
within such State in any action or proceeding involving this agreement or any
other agreement, document or instrument by you with, to or in favor of us or
in any way relating to the relationship between us and each of the parties
hereto hereby waives any objection which it may have based on improper venue
or forum non conveniens to the conduct of any such action or proceeding in any
such court. In any such action or proceeding, you waive personal service of
any summons, complaint or other process and agree that service thereof may be
made by certified or registered mail, directed to you at your address set
forth herein. Within thirty (30) days after the receipt you shall appear in
answer to such summons and complaint or other process, failing which you shall
be deemed in default and judgment may be entered by us against you for the
amount of the claim and other relief requested therein. No modification,
waiver or discharge of this agreement shall be binding upon us unless in
writing and signed by us. If at any time we should fail to exercise any right
or remedy hereunder, it shall not constitute a waiver on our part of exercising
the same or any other right or remedy at any subsequent time. If any taxes are
imposed upon, or
                                    -4-
<PAGE>


if we shall be required to withhold or pay any tax or penalty because of or in
connection with any transactions between us under this agreement, you agree to
indemnify us and hold us harmless in respect thereof. This agreement shall be
binding upon and inure to the benefit of each of us and our respective heirs,
executors, administrators, successors and assigns. All notices, requests and
demands to or upon the respective parties hereto shall be in writing and shall
be deemed given or made: (a) if by hand, telex, telegram, facsimile or other
telecommunication immediately upon sending; (b) if by overnight delivery
service, one (1) day after delivery to the overnight delivery service and (c)
if mailed by certified mail, return receipt requested, five (5) days after
mailing. All notices, requests and demands are to be given or made to the
respective parties at the address set forth herein (or to such other address
as either party may designate by notice in accordance with the provisions of
this section).

         18. Trial by jury is hereby waived by each of us in any action,
proceeding or counterclaim brought by either of us against the other on any
matters whatsoever arising out of or in any way connected with this agreement
or the relationship created hereby.

 The foregoing is acknowledged, accepted and agreed to:

                                            CONGRESS TALCOTT CORPORATION

LEVCOR INTERNATIONAL INC.             By /S/ CHRISTOPHER GOLL  
---------------------------------        --------------------------------------
(Client's Name)                           CHRISTOPHER GOLL VICE PRESIDENT Title
                                                    


By /S/ ROBERT A. LEVINSON  
  ------------------------------------
   ROBERT A. LEVINSON PRESIDENT Title   
        

              (Seal)                                      (Seal)

Location of Client's Books and Records:        Chief Executive Office of Client

         1071 AVENUE OF THE AMERICAS              1071 AVENUE OF THE AMERICAS
------------------------------------------- ------------------------------------


         NEW YORK, NY  10018                         NEW YORK, NY 10018
------------------------------------------- -----------------------------------

                             OFFICERS' CERTIFICATE

         The undersigned, President and Secretary of LEVCOR INTERNATIONAL,
INC. a corporation duly organized and validly existing under the laws of the
State of DELAWARE DO HEREBY CERTIFY that the following is a true copy of
certain resolutions duly and unanimously adopted at a meeting of the Board of
Directors of said corporation, duly called and held on the 14 day of Nov,
19... [sic], at which a quorum was present and voting throughout, and which are

not in conflict with the Certificate of Incorporation, By-Laws, rules and
regulations of said corporation, and which resolutions have not been modified
or rescinded and are still in full force and effect:

         "WHEREAS, this corporation proposes to enter into a factoring
         agreement with CONGRESS TALCOTT CORPORATION ("CONGRESS"),
         having an office 1133 [sic] AVENUE OF THE AMERICAS, NEW YORK,
         NY 10036,  pursuant to which this corporation will sell and
         assign to Congress all of its accounts (as defined therein),
         and will grant to Congress a security  interest in all of its
         accounts, contract rights, chattel paper and general
         intangibles and certain other personal property of this
         corporation (hereinafter collectively, the "collateral"), and
         the form of such factoring agreement having been submitted to
         and duly considered at this meeting, and the execution and
         delivery thereof having been deemed to be in the best interest
         of this corporation; now, therefore, be it:

         "RESOLVED, that any one or more of the officers of this corporation
         be, and they each hereby are, authorized, directed and empowered, in
         the name and on behalf of this corporation: to enter into, execute
         and deliver to Congress a factoring agreement substantially in the
         form submitted to this meeting, with such changes as said officer or
         officers may consider appropriate, the execution and delivery thereof
         being deemed conclusive evidence of this corporation's approval of
         the terms thereof; from time to time, to sell and assign to Congress
         its accounts, and to borrow money and obtain advances and other
         financial accommodations from Congress, and to grant a security
         interest in the collateral, now existing or hereafter arising,
         pursuant to the terms of said factoring agreement, or otherwise, in
         such amounts and upon such terms and conditions as said officer of
         officers may consider appropriate; to execute and deliver one or more
         promissory notes or other evidence of indebtedness, financing
         statements, supplementary agreements, assignments, schedules,
         transfers, notices, contracts, subordination agreements, guarantees,
         designations, consignments and other instruments and documents in
         connection with the factoring agreement, as amended or supplemented
         from time to time (including the grant of additional liens and
         security interests in such personal property and/or real property of
         this corporation as may be requested by Congress pursuant to any such
         supplement), containing and upon such terms as said officer or
         officers may consider appropriate, the execution and delivery thereof
         being deemed conclusive evidence of this corporation's approval of
         the terms thereof; to adopt a facsimile printed or rubber stamp
         signature for the purpose of expediting the terms of the factoring
         agreement; and to execute and deliver such further documents and to
         perform such other acts as may be necessary or desirable to
         effectuate the foregoing resolution; and all such action of said
         officer or officers heretofore or hereafter taken shall be deemed as
         the action of, and is hereby authorized, ratified, approved and
         confirmed by, this corporation and the board of directors thereof;
         and it is further

         "RESOLVED, that until Congress receives notice in writing by

          registered mail of any changes or limitations of authority of any 
          officers of this corporation, it is authorized to rely upon the
          authority and power set forth in these resolutions."

         The undersigned DO FURTHER CERTIFY that the Certificate of
Incorporation and By-Laws of this corporation contain no requirement for
shareholder approval or consent to the execution of the factoring agreement or
the consummation of any of the transactions referred to in the foregoing
resolutions. The undersigned DO FURTHER CERTIFY that the chief executive
office and all of the locations of books and records of this corporation as of
the date of the execution and delivery of the factoring agreement are as set
forth therein and shall not be changed without Congress' written consent.

         IN WITNESS WHEREOF, we have hereunto set our hands and affixed the
seal of this corporation this 14 day of NOVEMBER, 1997.

                                   /S/ ROBERT A. LEVINSON   
                                   ----------------------------------------   
                                       ROBERT A. LEVINSON      President

         (Corporate Seal)

                                    /S/ ROBERT A. LEVINSON  
                                   ----------------------------------------   
                                       ROBERT A. LEVINSON      Secretary

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