Exhibit 10.13

                               FACTORING CONTRACT
                             AND SECURITY AGREEMENT


                                     BETWEEN


                                  FIRST FACTORS
                                   CORPORATION


                           HIGH POINT, NORTH CAROLINA


                                       AND


                                GUILDMASTER, INC.
                        2655 NORTH AIRPORT COMMERCE DRIVE
                           SPRINGFIELD, MISSOURI 65803


<PAGE>

                               FACTORING CONTRACT
                             AND SECURITY AGREEMENT

GUILDMASTER, INC.
2655 NORTH AIRPORT COMMERCE DRIVE
SPRINGFIELD, MISSOURI 65803

hereinafter  referred to as "Client,"  and First  Factors  Corporation,  a North
Carolina  corporation with its principal  office at 101 South Main Street,  Post
Office Box 2730, High Point,  North Carolina 27261,  hereinafter  referred to as
"Factor," hereby agree as follows:

         1. Appointment.  Client appoints Factor as its sole factor with respect
to all sales of its merchandise or rendition of services to customers and hereby
offers to sell and assign  only to  Factor,  as  absolute  owner,  all  accounts
receivable  (as  hereinafter  defined)  arising  out of such sales or  services.
"Accounts  receivable" or "receivable," as used herein,  shall collectively mean
and include  accounts,  contract  rights,  instruments,  chattel paper,  general
intangibles,  returned or  repossessed  goods  arising out of or relating to the
sale or  other  disposition  of goods  at any  time or from  time to  time,  the
proceeds  thereof,  and  merchandise  represented  thereby.  The  assignment  of
accounts  receivable  to Factor  shall  vest in Factor all of  Client's  rights,
securities,  guaranties and liens with respect to each receivable, including all
rights of  stoppage in transit,  replevin,  reclamation,  and all claims of lien
filed by Client  or held by Client on  personal  property,  and all  rights  and
interest in the merchandise  sold but Factor shall not be obligated to and shall
not be liable for  exercising  or  refusing to  exercise  any rights  granted to
Factor hereby.

         2.  Purchase of Accounts  Receivable.  Factor  agrees to purchase  from
Client at the office of Factor all accounts  receivable first approved by Factor
in writing as to credit risk and terms of sale. All orders from customers  shall
be  submitted  to  Factor  for  prior  written  approval,  which is  subject  to
withdrawal at anytime prior to delivery of merchandise or rendition of services,
and which may be granted or  withheld at Factor's  sole  discretion.  Subject to
Client's warranties and representations herein contained, Factor will assume the
credit loss on accounts  receivable  first approved in writing as to credit risk
and terms of sale and  specifically  assigned to Factor  within  twenty one days
from the invoice date or shipping date, whichever occurs earlier, if a customer,
after receiving and accepting  delivery of goods or services,  fails to pay when
due solely because of financial  inability to pay. If, however,  such failure to
pay is due  in  whole  or in  part  to any  other  cause,  Factor  shall  not be
responsible  and shall have full  recourse  to Client.  Factor at its option may
purchase  accounts  receivable  not approved as to credit risk or terms of sale,
but such  purchases  shall be with full  recourse to Client and Client agrees to
pay Factor on demand for each arch receivable.

         3. Purchase Price. The purchase price of accounts receivable is the net
face amount less Factor's commission. The term "net face amount" means the gross
amount of accounts  receivable  less any discounts to customers  (which shall be
computed on the shortest terms where optional terms are given),  and credits and
allowances to customers of any nature.  After purchase of accounts receivable by
Factor,  any  discount,  credit,  unidentifiable  payment,  or allowance  may be
claimed  solely by the customer and if not so claimed,  such  discount,  credit,
payment or allowance shall be the property of Factor.

         4. Client  Reserve  Account.  Factor  shall  establish  on its books in
Client's name a Reserve  Account which Factor shall credit with the gross amount
of all  accounts  receivable  purchased  by Factor from Client and which  Factor
shall debit with all  advancements  made to Client or on its behalf,  as well as
all credits, discounts available to Client's customers,  anticipations earned by
Client's customers, factoring charges, interest and any other amounts chargeable
to Client hereunder. Factor shall furnish Client with advices of all credits and
debits  entered in the  Reserve  Account.  Factor  shall  furnish  Client with a
monthly statement of its Reserve Account, and, unless exception is taken to this
statement in writing  mailed to Factor at the above  address by certified  mail,
return receipt  requested,  within thirty (30) days after receipt by Client, the
monthly statement shall be deemed correct and conclusively binding upon Client.

         5.  Remittance  of Funds to Client.  As goods are shipped and  accounts
receivable,  evidenced  by invoices  and shipping  documents,  are  submitted to
Factor with duly executed  assignment  schedules,  Factor will advance to Client
upon request the amount due Client less a reserve equal to twenty  percent (20%)
of all unpaid accounts  receivable held by Factor hereunder.  Factor retains the
right to revise said reserve from time to time if in Factor's sole  judgement it
is necessary to protect Factor with regard to any  indebtedness  owing by Client
to Factor,  including accounts receivable purchased by Factor with full recourse
to Client, or to protect Factor against possible returns,  claims or defenses of
Client's customers,  or any other contingencies.  If Client's Reserve Account is
in a debit  position,  funds  may be made  available  to  Client  solely  in the
discretion  of  Factor,  and Client  agrees to repay  Factor on demand any debit
balance in Client's Reserve Account.  Client's Reserve Account may be debited by
Factor  from time to time for any  obligation  owing by  Client  to Factor  from
whatever source, including any amounts owing by Client to Factor for merchandise
purchased from any other concern  factored by Factor or otherwise.  All payments
made by a customer  to either  Factor or Client  shall be first  applied  toward
payment of all  invoices on which  Factor has the credit  risk,  and  thereafter
toward  payment of any  indebtedness  of customer to Client,  regardless  of any
instruction or designation by customer, and Factor shall have recourse to Client
to the extent any such payment is made directly to Client.

         6. Warranties and Representations.  Client warrants and represents that
each  account  receivable  assigned and sold to Factor  hereunder:  (a) shall be
genuine and valid and shall  represent a completed  delivery or  performance  in
fulfillment in every respect of the terns,  conditions and  specifications  of a
bona fide,  uncancelled  and unexpired sale or service in the ordinary course of
business to a customer  which is not affiliated  with Client in full  compliance
with the  specifications  of such  customer,  (b) Client shall be at the time of
delivery or performance

<PAGE>

the absolute owner of all  merchandise and other property  involved;  (c) except
for  Factor's  interest  therein,  there  are no  security  interests,  liens or
encumbrances thereon: (d) will be subject to no dispute or claim by the customer
in whole or in part as to price, terms,  quality,  quantity,  delay in shipment,
offsets,  counterclaims,  contra accounts or any other defense of any other kind
and character, real or claimed; (e) will be subject to no discounts, deductions,
allowances,  offsets, counterclaims or other contra items or to no special terms
of payment which are not shown on the face of the invoice thereof;  (f) will not
represent a delivery of merchandise upon "consignment," "guaranteed sale," "sale
or return,"  "payment on reorder" or similar terms; and (g) will not represent a
"pack, bill and hold" transaction  unless Client furnishes Factor with a copy of
the  customer's  purchase order and has obtained  customer's  agreement to grant
Factor a security  interest in the merchandise and to pay for the merchandise at
the  maturity  date of the  invoice  irrespective  of  whether or not Client has
received instructions to deliver the same.

         7.  Additional   Collateral.   As  security  for  all  obligations  and
indebtedness of Client to Factor,  now existing or hereafter  incurred,  whether
created  under  the  agreement  or  otherwise,   including  without  limitation,
obligations owed by Client to others which Factor obtains by assignment,  Client
assigns to Factor  and grants  Factor a  security  interest  in all of  Client's
present and future accounts receivable and the proceeds thereof, notwithstanding
the fact that  assignment  schedules  may not be submitted by Client for certain
specific accounts  receivable,  and in all sums standing to the credit of Client
and in any property of Client in Factor's possession. Recourse to security shall
not at any time be required and Client shall at all times remain  liable for the
repayment upon demand of all  obligations at any time owing by Client to Factor.
During the term of this agreement,  Client shall not sell or assign,  negotiate,
pledge or grant any security  interest in its account,  receivable and inventory
and proceeds thereof to anyone other than Factor, without Factor's prior written
consent.

         8. Invoicing.  All invoices for merchandise  sold or services  rendered
shall be prepared by Client and shall bear a notice that they have been assigned
to, are owned by and are  payable  directly  and only to  Factor.  Copies of all
invoices shall be furnished to Factor,  accompanied by duly executed  assignment
schedules and evidence of delivery  satisfactory  to Factor.  Each invoice shall
bear the terms  stated in the  approval  order and no change  from the  original
terms of sale shall be made  without  Factor's  prior  written  consent.  Factor
reserves the right to mail original  invoices to Client's  customers at Client's
expense;  however,  mailing;  sending or delivery by Factor of a bill or invoice
shall not be deemed to be any representation by Factor with respect thereto.

         9.  Remittances.  All  remittances  received by Client with  respect to
accounts  receivable  purchased  by Factor shall be held in trust for Factor and
Client shall immediately deliver to Factor the identical checks,  drafts, monies
or other forms of payment  received  and Factor  shall have the right to endorse
Client's name on any check,  draft or other form of remittance  received,  where
such endorsement is required to effect collection. Client hereby appoints Factor
or such  person  as  Factor  may name as its  attorney-in-fact  to  execute  all
necessary  documents in Client's  name and do all things  necessary to carry out
this agreement. Client ratifies and approves all acts of the attorney and agrees
that neither  Factor nor the attorney shall be liable for any acts of commission
or omission nor for any error of judgement or mistake of fact or law. This power
being coupled with an interest is  irrevocable  as long as Client is indebted to
Factor in any manner.  Any payments  from or credits  issued to customers  owing
both  approved  and  disapproved  accounts  receivable  shall first apply to the
payment of the approved  accounts  receivable  upon which Factor has assumed the
risk of loss  pursuant  to the terms  hereof,  irrespective  of the dates of the
accounts receivable or the manner in which payment is made.

         10. Customer  Disputes.  Client agrees to notify Factor  immediately of
all returns and allowances and of all disputes with and claims made by customers
and to adjust all such claims and  disputes at its own expense,  issuing  credit
memoranda promptly, but subject to Factor's approval. It is Factor's practice to
allow a  reasonable  time for the  settlement  of  disputes  between  Client and
Client's customers without waiving Factor's right to charge back at any time the
full amount of the accounts receivable involved. However, Factor may immediately
charge Client's Reserve Account the amount of any customer deduction of not more
than one hundred dollars.  If the customer rejects or returns goods or makes any
claim, real or imaginary,  with respect thereto,  or disclaims delivery thereof,
or refuses to pay the full purchase price therefor before,  at or after maturity
on the grounds  that such  customer is not  obligated  for any reason to pay the
same, or that it has an offset, counterclaim, contra account or other defense or
claim  thereto  or to some part  thereof  (regardless  of the final  disposition
thereof), or if Client breaches any of its warranties and representations herein
contained,  Factor  shall  have no  responsibility  or  liability  with  respect
thereto,  and the entire  responsibility of collecting such accounts  receivable
shall be assumed  and borne by  Client.  Thereupon,  or at any time  thereafter,
Factor may charge back the full amount of such  accounts  receivable to Client's
Reserve  Account.  Such  charge  back  shall  not  be  deemed  to  constitute  a
reassignment  of the  account  receivable  and  Factor  shall  retain a security
interest therein as security for all Client's obligations to Factor.  Should any
goods be returned or rejected by Client's  customers or  otherwise  recovered by
Client,  Client  shall pay  Factor the net  selling  price of such  rejected  or
returned  goods and shall hold such goods in trust for  Factor,  but at Client's
sole risk and expense,  until the selling  price  thereof is received by Factor,
and Factor  shall have the right at its  option to take  possession  of and sell
such goods at public or private  sale at  Client's  expense,  for the purpose of
paying Client's obligations to Factor.  Factor shall have the right at all times
to settle,  compromise  or litigate  disputes or claims  directly  with Client's
customers upon such arms and conditions as Factor may deem advisable and to sell
or cause to be sold  without  notice to Client  rejected  or  returned  goods at
prices and to such  customers and upon such terms as Factor may deem  advisable,
retaining in all cases the right to charge  Client for all  deficiencies,  costs
and expenses.

         11.  Commissions.  Client  agrees  to pay  Factor a  commission  at the
following  rate on the gross  amount of accounts  receivable  assigned to Factor
hereunder,  which shall be charged to Client's Reserve Account as of the date of
receipt by Factor of the assignment schedules of the accounts receivable:  In no
event, however,  shall the commission payable on each invoice assigned to Factor
be less than $0.00.

<PAGE>

             Rate:             Annual Factored Volume              Rate
                               $0 - $2,000,000.00                  1.0%
                               $2,000,001.00+                      0.9%

         The  foregoing  factoring  commission  is based upon  Client's  regular
selling  terms of net 30,  net 60.  On sales  for  which  additional  terms  are
granted,  the  commission  shall be  increased by one quarter of one percent for
each additional  thirty (30) days or fraction  thereof by which Client's regular
selling  terms  are  extended.   Annual  minimum  commissions  shall  amount  to
$24,000.00  for each  contract  year or part thereof  that this  agreement is in
effect.  Such annual  commissions  shall be fully earned on the first day of the
contract year,  and any  deficiency  shall be payable in full on the last day of
the  contract  year or on the  earlier  termination  of this  agreement.  "Funds
Employed" (i.e. gross accounts receivable outstanding on Factor's books less any
balance  outstanding in the Reserve Account to the credit of Client, or plus any
debit  balance in the Reserve  Account as the case may be) shall not exceed $N/A
without Factor's express written approval.

         12.  Interest  Client shall pay interest  upon the average  daily Funds
Employed  at the close of  business  each day at a rate equal to the Prime Rate.
"Funds  Employed" shall be defined as gross accounts  receivable  outstanding on
Factor's books less any balance outstanding in the Reserve Account to the credit
of Client.  (If the  Reserve  Account  should show a debit  balance,  such debit
balance shall be added to gross accounts  receivable  outstanding in determining
Funds  Employed.)  Prime Rate shall mean the  published  prime  commercial  loan
interest  rate  charged  by the First  Union  National  Bank of North  Carolina.
Interest will be  calculated on a daily basis  (computed on the actual number of
days elapsed  over a year of 360 days) and shall be charged to Client's  Reserve
Account  as of the last day of each  month.  If  average  daily  Funds  Employed
reflect a credit balance,  Factor shall credit Client's Reserve  Account,  as of
the last day of the month, with interest on such average daily credit balance at
a rate equal to three percent (3%) below the Prime Rate. In computing  interest,
all customer  checks  received by Factor  shall be subject to bank  clearance of
three business days from the date of deposit.

         13. Financial Statements;  Inspection. Client shall furnish Factor with
annual financial statements prepared by an independent  accountant acceptable to
Factor and also furnish on a timely basis interim financial statements and other
financial  information upon Factor's  request.  Factor may at all times inspect,
audit, make extracts from and verify Client's books and records.

         14. Financial  Condition.  Client warrants that it is solvent and shall
remain solvent during the term of this agreement;  that any financial statements
which  have been  delivered  to Factor  accurately  and  fairly  state  Client's
financial condition,  that there has been no material adverse change in Client's
financial condition as reflected in the statements since the date thereof nor do
the  statements  fail to  disclose  any fact or  facts  which  might  materially
adversely  affect  Client's  financial  condition;  and  there is no  litigation
pending or  threatened,  which taken in the  aggregate if adversely  determined,
might have a material adverse affect on Client's financial condition.

         15. Subsequent Trade Names and Styles. The provisions of this agreement
shall also govern all  assignments  of receivables to Factor by Client under any
trade names or styles now or hereafter owned, registered or used by Client.

         16. Term of Agreement.  This  agreement  shall take effect on a date of
acceptance by Factor and shall remain in full force and effect until thirty (30)
days after either party hereto gives written  notice to the other,  by certified
mail, return receipt  requested,  of its election to terminate.  Notwithstanding
the  foregoing,  this  agreement may be terminated  immediately  at any time and
without  notice by Factor if Client shall fail to pay when due any obligation or
indebtedness to Factor under this or any other agreement; or Client shall become
insolvent,  seek relief under the Bankruptcy Code or any similar insolvency law,
be the subject of a petition  thereunder,  call a meeting of creditors,  make an
assignment for the benefit of creditors, suspend its business, fail or be unable
to pay its debts when due, or suffer the appointment of a receiver or custodian;
or any judgement for more than $5,000 shall be entered  against Client and shall
not be paid or bonded  within 30 days  thereafter,  or  Client  shall  breach or
violate any term or provision of this or any other agreement with Factor; or any
representation  by Client in this or any other  agreement with Factor shall have
been false or misleading when made; or any guarantor shall die or give notice of
the  revocation or  termination  of his or its  guarantee;  or Factor shall deem
itself  insure  or  its  collateral   impaired.   Upon  the  effective  date  of
termination,  all  obligations of client to factor shall become  immediately due
and payable without further notice or demand  irrespective of any maturity dates
established prior thereto. In addition, all the terms, provisions and conditions
hereof, including the security interests herein granted to Factor shall continue
to remain in full force and effect until all of Client's  obligations  to Factor
are paid in full.  In the event  Factor shall cease to act as Factor for Client,
Client agrees to furnish Factor with indemnity  satisfactory to Factor that will
protect  Factor  against  possible  charges  to  Client  under the terms of this
agreement  and with a release  satisfactory  to Factor of all claims  Client may
have  against  Factor,  and until  Client  does so,  Factor may hold any balance
remaining to Client's credit in the Client's Reserve Account as security for all
obligations  of Client to Factor.  Client shall pay Factor upon demand all costs
and expenses,  including  reasonable attorney fees, incurred by Factor to obtain
or  enforce  payment  of any  obligations  due from  Client  to Factor or in the
prosecution  or successful  defense of any action or proceeding  concerning  any
matter  growing out of or related to this  agreement,  the factoring of Client's
accounts receivable by Factor, or any obligations owing by Client to Factor.

         17.  Shipping  Documents.  Factor may  require  Client to  furnish  and
deliver  shipping  documents  to Factor at the time  invoices  are  delivered to
Factor, and Client agrees to furnish such shipping  documents upon request;  but
at some times, and for some Clients, at its discretion,  Factor will not require
furnishing of shipping documents.

<PAGE>

         18.  Preferences.  In the event that any claim is ever made upon Factor
for the repayment or recovery of any amount received by Factor in payment of any
account  receivable  which has been  purchased  by Factor with full  recourse to
Client ("Client Risk Receivable") by the payor or legal  representative  thereof
(including a trustee in  bankruptcy or assignee for the benefit of creditors) on
the grounds of preference  under the  provisions of the  Bankruptcy  Code or any
other  federal or state  insolvency  law,  then,  in addition to all of Factor's
other rights under this agreement, Client shall pay to Factor on demand the full
net face amount of any such Client  Risk  Receivable,  or if Factor so elects in
its sole  discretion,  Factor  shall have the right to charge  against  Client's
Reserve Account the full net face amount of any such Client Risk Receivable, but
such charge back shall not be deemed a reassignment  thereof.  The provisions of
this  paragraph  shall  survive  and  continue  in effect,  notwithstanding  the
termination of this  agreement,  and Client hereby  indemnifies and holds Factor
harmless from any loss or expense (including attorneys' fees) arising out of the
assertion  of any such  claim  against  Factor  with  respect  to a Client  Risk
Receivable.

         19. WAIVER OF JURY TRIAL.  FACTOR AND CLIENT HEREBY WAIVE,  IRREVOCABLY
AND UNCONDITIONALLY,  TRIAL BY JURY IN ANY ACTION BROUGHT ON, UNDER OR BY VIRTUE
OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY OF THE DOCUMENTS  EXECUTED IN
CONNECTION  HEREWITH,  OR ANY CLAIM,  DEFENSE,  RIGHT OF SETOFF OR OTHER  ACTION
PERTAINING HERETO, OR TO ANY OF THE FOREGOING.

         20.  Benefit of Agreement.  This  agreement is intended  solely for the
benefit  of Factor  and  Client,  and no other  person or party  (including  any
guarantor), is intended to be benefited hereby in any way.

         21. Miscellaneous. This agreement contains the entire agreement between
the parties  with respect to the subject  matter  hereof and cannot be modified,
altered,  changed or amended orally.  Client shall execute,  acknowledge  and/or
deliver such other  instruments  as assurances as may reasonably be requested to
effectuate the purposes of this agreement. Client will at any time on request of
Factor sign UCC financing statements referencing Factor's collateral and pay all
filing fees,  costs and expenses  related  thereto,  or Factor is  authorized as
agent of Client to  execute  on  behalf  of Client  and file such UCC  financing
statements.  This agreement maybe filed by Factor or Client with the appropriate
UCC  filing  officer  and in such  event  shall  constitute  a  UCC-1  financing
statement.  This  agreement  is  made  and  accepted  and  shall  be  construed,
interpreted  and  enforced  in  accordance  with the laws of the  State of North
Carolina,  without regard to conflict of law principles,  and Client irrevocably
consents and submits to the  jurisdiction of state courts of, and federal courts
in,  the  state of North  Carolina,  for the  purpose  of any  suit,  action  or
proceeding relating hereto.  Failure of Factor to exercise any rights granted to
it  hereunder  upon any breach or default by Client shall not be deemed a waiver
thereof in the event of further  breaches or  defaults.  The  remedies of Factor
hereunder  shall be deemed to be cumulative  and not  exclusive.  This agreement
shall be binding upon, and inure to the benefit of, the parties hereto and their
respective  successors and assigns and shall become effective only from the date
of the Factor's written acceptance

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
agreement.


                                              GUILDMASTER, INC.

                                                                        (Client)
                                              By: /s/ Jon Baker        President
                                                  ------------------------------
                                                                         (Title)

                                              Date: June 25, 1998

Accepted in High Point, North Carolina
FIRST FACTORS CORPORATION

By: /s/            , President
   --------------------------------
                           (Title)
Date: 6/29/98

<PAGE>

                   CERTIFIED RESOLUTIONS OF BOARD OF DIRECTORS

         I,  Ellen  Parsons,  do  hereby  certify  that  I am the  Secretary  of
GuildMaster,  Inc., a corporation  duly organized and validly existing under the
laws of the State of  Missouri,  having its  principle  place of business in the
City of Springfield,  County of Greene, State of Missouri;  that I am the keeper
of the corporate records and the seal of said corporation; that the following is
a true and correct copy of Resolutions duly adopted and ratified at a meeting of
the Board of Directors of said  corporation duly convened and held in accordance
with its bylaws and the laws of said state at the office of said  corporation on
the 25th day of June, 1998, at which a quorum was present and acting throughout,
as taken and  transcribed by me from the minutes of said meeting;  that the same
has not in any way been modified,  repealed or rescinded,  but are in full force
and  effect;  and that the  certificate  of  incorporation  and  bylaws  of said
corporation  contain no provision requiring a vote or consent of stockholders to
authorize  the  action of the  Board of  Directors  set  forth in the  following
resolutions  and that the said  resolutions  do not  contravene  any  article of
incorporation or bylaws of the corporation:

         RESOLVED, that the President,  Vice-President,  Secretary, Treasurer or
other officers,  and their respective  successors in office, or any agent of the
corporation,  or any one or more of them,  be, and they hereby are,  authorized,
empowered  and  directed  to  make,  execute  and  deliver  in the  name of this
corporation  any  agreements,  contracts,  notes  instruments or other financing
documents, and any modifications,  renewals,  extensions or supplements thereto,
with First Factors Corporation  (hereinafter referred to as Factor) with respect
to the  factoring  of accounts or  borrowing  of money or obtaining of credit or
extending of financial or credit accommodations from Factor to this corporation,
which  documents  may  contain  any terms and  provisions  whatsoever  which the
officers or agents executing the same may deem appropriate or proper,  including
without limitation, the granting to Factor of a security interest or lien in any
and all assets now or hereafter held,  owned or controlled by the corporation as
collateral therefor, and it is further

         RESOLVED,  that  for the  purposes  aforesaid,  any one or more of said
officers or agents be, and they hereby are,  authorized,  empowered and directed
to make,  execute  and  deliver  to Factor any and all  assignments,  schedules,
transfers,  endorsements,  contracts,  notes,  guaranties,  mortgages,  security
agreements,   financing  agreements,   financing  and  continuation  statements,
instruments  of pledge  and all  other  agreements  or  instruments  in  respect
thereof,  and to do and  perform  all such other acts and things  deemed by such
officers  or agents  necessary,  convenient  or proper to carry  out,  modify or
supplement  any  such  agreement  and  arrangements  made  with  Factor,  hereby
ratifying, approving and confirming all that any of said officers or agents have
done or may do in the premises; and it is further

         RESOLVED,  that  any one of  said  officers  or  agents  or any  person
hereafter  and  from  time to  time  designated  by any of them to act for  this
corporation  be, and they  hereby are,  authorized,  empowered  and  directed to
endorse the name of this  corporation  to any and all  checks,  drafts and other
instruments or orders for the payment of money,  payable to this  corporation or
its order,  for the purpose of depositing the same in any account or accounts of
Factor with any bank, banker or trust company, and to deal with any and all such
checks,  drafts and other instruments or orders for the payment of money and the
proceeds thereof as the property of Factor; and it is further

         RESOLVED,  that any bank, banker or trust company be, and it hereby is,
authorized  and requested to receive for deposit to the credit of Factor without
further inquiry, all such checks, drafts and other orders or instruments for the
payment of money,  payable to this  corporation or its order, and that said bank
shall be under no liability to this corporation for the disposition which Factor
may or shall make of the said  instruments  or the proceeds  thereof,  and it is
further

         RESOLVED, that Factor shall be furnished with a certified copy of these
resolutions  and that the powers and  authorizations  hereby  conferred  by this
Board of Directors  shall be binding upon the  corporation  until such time when
notice of any  changes,  modifications  or  rescissions  thereof  have been duly
communicated to Factor and accepted by Factor in writing; and it is further

         RESOLVED,  that the Secretary of this corporation be, and he hereby is,
authorized,  empowered  and directed to certify to the passage of the  foregoing
resolutions under the seal of this corporation.

         I DO FURTHER  CERTIFY that the following named persons are the officers
and agents of said corporation, duly executed, qualified and acting as such, and
that the signatures  set opposite  their names are their genuine  signatures and
may be accepted as such by Factor pursuant to the foregoing resolutions:


 President:          James K. Parsons                  /s/ James K. Parsons
           -----------------------------------   ------------------------------
                          (Print Name)                     (Signature)

 Vice-President:     Jon Baker                         /s/ Jon Baker
                ------------------------------   ------------------------------
                          (Print Name)                     (Signature)

Secretary:           James Parsons                     /s/ James Parsons
          ------------------------------------   ------------------------------
                          (Print Name)                     (Signature)

Treasurer:           James Beller                      /s/ James Beller
          ------------------------------------   ------------------------------
                          (Print Name)                     (Signature)

Agent:
      ----------------------------------------   ------------------------------
                          (Print Name)                     (Signature)


         IN  WITNESS  WHEREOF,  I have  hereunto  set my  hand as  Secretary  of
corporation and affixed  corporate seal, by order of the Board of Directors,  on
this 25th day of June, 1998 (SEAL)


                                                   /s/ James Parsons (SEAL)
                                                -------------------------------
                                                        [CORPORATE SEAL]

<PAGE>

                        GUARANTY OF VALIDITY OF ACCOUNTS

         FOR  VALUE  RECEIVED,  the  undersigned,   JAMES  K.  PARSONS,   hereby
unconditionally  guarantees  to  FIRST  FACTORS  CORPORATION,  a North  Carolina
corporation (herein called "Factor"),  its successors and assigns, that: (a) all
accounts of GUILDMASTER,  INC. (herein called "Client"),  which have been or may
in the future be assigned to Factor by Client pursuant to that certain Factoring
Contract and Security  Agreement  between Factor and Client dated June 25, 1998,
as such  agreement has been or may  hereafter be amended from time to time,  and
all papers,  documents,  instruments,  assignments and schedules of accounts and
other assignments relating thereto, are and shall be genuine and in all respects
what  they  purport  to be;  (b) that  said  accounts  are and will be valid and
subsisting  and have  arisen and will arise out of the  bonafide  sale of goods,
wares and  merchandise  or other  property sold and delivered to and accepted by
the  customers  of Client,  or by reason of  services  rendered by Client to its
customers,  in full compliance with the  specifications  of such customers;  (c)
that the amount of such  accounts  represented  as owing by each customer is the
correct amount actually owing by such customer,  is not disputed, is not subject
to any defense,  setoff,  credit,  deduction or  contra-charge,  and the payment
thereof is not  contingent or  conditioned  on the  fulfillment of any contract,
condition,  or  warranty,  past or future,  express or implied;  (d) that proper
entries  have been made and will be made on the books of Client  disclosing  the
absolute and unconditional  sale of said accounts to Factor, and that Client has
and will have  absolute  and good title to each such  account  and good right to
sell and transfer the same,  and has no knowledge of any fact which would impair
the validity  thereof;  (e) that there is and will be owing (after  allowing all
charges,  setoffs,  and  counterclaims)  on each such  account the total  amount
represented by Client as owing thereon; (f) that Client will promptly repurchase
from Factor for the full amount  thereof each and every such account as to which
there  may be a  breach  of  Client's  warranties  in  respect  of  the  matters
hereinabove set forth; and (g) that all monies,  checks,  notes, drafts or other
things of value  collected or received by Client with  respect to said  accounts
shall belong to Factor and shall be accounted for and  transmitted  by Client to
Factor,  in the original form in which the same were received  immediately  upon
receipt,  but in no event later than the day following receipt thereof by Client
and  that  Client  shall  not use any of the  proceeds  of such  collections  or
commingle the same with its own funds.

         The  undersigned  hereby waives  notice of  acceptance  hereof or other
agreements or the acceptance of all papers, documents, instruments,  assignments
of schedule of accounts and other assignments thereunder or relating thereto, or
the giving or extension  of credit to Client and also waives  notice of default,
nonpayment, partial payment, presentment, demand, protest and all other notifies
to which the undersigned might be otherwise entitled, it being

<PAGE>

further understood and agreed that Factor shall not be chargeable for, nor shall
the undersigned be relieved from liability hereunder, because of any negligence,
mistake, act or omission of any accountant, examiner, agent or attorney employed
by Factor in making examinations, investigations, collections or otherwise.

         This Guaranty is accepted by Factor in the State of North  Carolina and
shall be governed by,  construed and  interpreted in accordance with the laws of
the  State of North  Carolina.  No  modification,  waiver  or  discharge  of the
liability  of the  undersigned  shall be valid  unless in  writing,  signed  and
subscribed by Factor. This Guaranty shall bind the undersigned, and inure to the
benefit  of  Factor,  and its  successors  and  assigns.  All legal  actions  or
proceedings  between Factor and the  undersigned  may be brought in any court of
competent  jurisdiction  in the  State of North  Carolina,  and the  undersigned
hereby waives objection to summons,  service of process,  personal jurisdictions
over the person or venue of any such  court.  Any  summons  or other  service of
process may be served on the  undersigned  in accordance  with the provisions of
the  General  Statutes  of North  Carolina  relating to service of process or by
forwarding a copy of the summons and  complaint or other  documents by certified
or registered mail, return receipt requested, to the undersigned and the receipt
thereof by the undersigned or any agent  executing the receipt shall  constitute
personal  service of process on the  undersigned.  In the event that it shall be
necessary for Factor to refer this Guaranty to an attorney for  collection,  the
undersigned agrees to pay Factor its reasonable attorney's fees equal to fifteen
percent (15%) of the unpaid indebtedness due hereunder.

         WITNESS  the hand and seal of the  undersigned  this  25th day of June,
1998.



                                                        /s/ James K. Parsons
                                                        ------------------------
                                                          JAMES K. PARSONS

ACCEPTED:

FIRST FACTORS CORPORATION


By: /s/

<PAGE>

                            INTER-CREDITOR AGREEMENT

         THIS INTER-CREDITOR AGREEMENT, made and executed this 29th day of June,
1998, by and between SAC RIVER VALLEY BANK (hereinafter called "Creditor");  and
FIRST FACTORS CORPORATION (hereinafter called "Factor");

                                   WITNESSETH

         WHEREAS,  Creditor mid GUILDMASTER,  INC. (hereinafter called "Debtor")
have entered into certain  agreements (such agreements,  as they have heretofore
or may be hereafter  amended from time to time, being  hereinafter  collectively
called the  "Creditor  Agreement"),  and  Creditor  has filed or intends to file
financing  statements  pursuant  to the  provisions  of the  applicable  Uniform
Commercial  Code  (hereinafter  called the "Code"),  giving notice of a security
interest in, certain assets of Debtor; and

         WHEREAS,  Factor and Debtor have entered into a Factoring  Contract and
Security Agreement (the said agreement, as it has heretofore or may be hereafter
supplemented or amended from time to time, being hereinafter collectively called
the  "Factoring  Agreement"),  and Factor has filed or intends to file financing
statements  pursuant to the  provisions  of the Code giving notice of a security
interest in certain assets of Debtor; and

         WHEREAS,  Creditor and Factor desire to avoid any possible  conflict of
security  interest arising from the execution of the Creditor  Agreement and the
Factoring Agreement and the filings of said financing statements;

         NOW, THEREFORE, for and in consideration of the premises and of the sum
of ten dollars ($10.00) and other good and valuable considerations,  the receipt
and sufficiency of which are hereby expressively acknowledged, the parties agree
as follows:

         1.  Any   provision   in  the   Creditor   Agreement  to  the  contrary
notwithstanding,  any and all liens and security interest which Creditor now has
or may hereafter claim in and to any of the Collateral (as hereinafter  defined)
of Debtor  shall be and remain  subordinate  and junior in priority to any liens
and security  interest which Factor now has or may hereafter claim in and to any
of the  Collateral  at all times during which Debtor shall be indebted to Factor
in any manner and for any amount whatsoever. For the purposes of this Agreement,
the term "Collateral" shall mean the following property of Debtor:

         All present and future accounts, contract rights, instruments,  chattel
         paper, general  intangibles,  all returned or repossessed goods arising
         out of or  relating  to the sale or other  disposition  of goods at any
         time or from time to time,  the  proceeds  thereof and the  merchandise
         represented thereby.

This  subordination  relates  only to items sold by the company and the accounts
receivable related to said sales. Sac River Valley Bank will retain a first lien
on inventory and equipment.

<PAGE>

         2. This  Agreement  shall  remain in full force and effect  until it is
terminated by written  notice of  termination  received by Factor from Creditor;
provided,  however,  that no such notice of termination received by Factor shall
impair the rights or priorities created or acquired hereunder by Factor prior to
the receipt of such notice of termination.  All notices given hereunder shall be
sent by first class certified mail,  postage prepaid,  return receipt requested,
addressed as follows:

                 (a) If to Creditor:            Sac River Valley Bank
                                                PO Box B
                                                Stockton, Missouri 65785

                 (b) If to Factor:              First Factors Corporation
                                                Post Office Box 2730
                                                High Point, North Carolina 27261

         3. The parties agree to execute,  acknowledge  and deliver to any other
party such other and further  instruments,  documents or assurances  that may be
reasonably  requested  to give full  force and erect to the  provisions  of this
Agreement.

         4. Except as herein otherwise  expressly  provided,  priorities between
the parties shall be determined in accordance with the provisions of the Code.

         5. The Agreement  shall be binding  upon,  and inure to the benefit of,
the  parties  hereto  and  their  respective  heirs,  personal  representatives,
successors and assigns.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date first above written.

SAC RIVER VALLEY BANK

By: /s/        President (Seal)
   -------------------------------
Title: President

FIRST FACTORS CORPORATION

By: /s/                   (Sea])
   -------------------------------
Title: Vice President