Exhibit 10.14


                             SUBORDINATION AGREEMENT


         THIS  SUBORDINATION  AGREEMENT,  made and  entered  into this 25 day of
June, 1998, by and between GUILDMASTER,  INC., hereinafter  called Client; JAMES
K. PARSONS,  hereinafter called Creditor; and FIRST FACTORS CORPORATION, a North
Carolina corporation, hereinafter called Factor.


                                   WITNESSETH:

         WHEREAS,  Client has  requested  Factor to factor  accounts  receivable
owing to or from Client or to accept Client as a credit risk or extend credit or
other financial  accommodation  to or for the account or benefit of Client,  but
Factor is unwilling to do so unless it first receives  certain  assurances  from
Creditor and Client; and

         WHEREAS,  in order to induce  Factor at its sole  discretion  to extend
credit or other  financial  accommodation  to or for the  account  or benefit of
Client,  or to factor accounts  receivable  owing to or from Client or to accept
Client as a credit risk,  and to grant such  renewals or  extensions  thereof as
Factor may deem advisable,  Creditor and Client are willing to grant Factor such
assurances;

         NOW,  THEREFORE,  for and in  consideration  of the premises and of the
covenants hereinafter contained and other valuable  considerations,  the parties
hereto agree as follows:

         1. Representations. Creditor and Client warrant and represent that:

                  (a) As of the date hereof the total  indebtedness  owed by the
Client to Creditor is  $1,696,644.00  "Indebtedness",  as used herein shall mean
all present and future indebtedness of Client to Creditor directly or indirectly
incurred from time to time, of whatever nature and howsoever  arising,  absolute
or  contingent,  including  but  not  limited  to,  any  negotiable  instruments
evidencing  the same,  all debts,  demands,  claims,  rights,  causes of action,
liabilities or other obligations of any kind now existing or hereafter arising.

                  (b)  In the  event  there  are  (or  may  hereafter  be)  such
instruments evidencing the Indebtedness, such instruments shall at the option of
Factor be either  delivered  to Factor or the  instruments  shall be endorsed as
follows:  "Subject  to that  certain  agreement  of  subordination  executed  by
GuildMaster,  Inc.,  as Client,  and James K.  Parsons,  as Creditor,  and First
Factors Corporation on the 25 day of June, 1998."

                  (c) The Indebtedness or any interest therein or any collateral
or security  therefore has not been assigned or transferred to any person,  firm
or  corporation;  nor will  the  Indebtedness  or any  interest  therein  or any
collateral  or security  therefore be  transferred  or assigned,  in whole or in
part, without the prior written consent of Factor.

         2. Subordination. The Creditor hereby subordinates the Indebtedness and
all  security  therefore  to the payment and  performance  of any and all debts,
obligations  and  liabilities  of the  Client now or  hereafter  owed to Factor,
whether absolute or contingent,  due or to become due, now existing or hereafter
arising,  and whether  direct or acquired by transfer,  assignment or otherwise.
The Client shall not pay and the Creditor  will not accept  payment of or assert
or seek to enforce or collect or foreclose against the Client, without the prior
written  consent of Factor,  the  Indebtedness  or any  collateral  or  security
therefore,  unless and until  Factor  shall have been paid in full on all debts,
obligations  and  liabilities  of any nature  whatever  that may be due from the
Client.  The Creditor  will hold in trust and  immediately  pay to Factor in the
same form of payment  received,  for application upon amounts owing or hereafter
owing Factor from the Client, any amounts the Client pays to the Creditor on the
Indebtedness.  If the  Creditor in  violation  of this  agreement,  commences or
participates in, directly or indirectly,  any suit, action or proceeding against
Client,  or  attempts  in  any  way to  enforce  or  collect  or  foreclose  the
Indebtedness or any collateral therefore,  the Client may interpose as a defense
the making of this  agreement,  and Factor  shall be  allowed  to  intervene  or
interpose  such  defense,  and thus be entitled to restrain  such actions by the
Creditor.

<PAGE>

         3. Assent.  As additional  collateral  for all debts,  obligations  and
liabilities  of the Client now or  hereafter  owed to Factor,  now  existing  or
hereafter  arising,  absolute or  contingent,  and whether direct or acquired by
transfer,  assignment or otherwise, the Creditor hereby assigns and transfers to
Factor the  Indebtedness and any and all collateral or security  therefore.  The
Creditor irrevocably authorizes Factor to collect,  receive,  enforce and accept
any and all stuns or  distributions  of any kind that may become due and payable
in respect of the  Indebtedness and to do any and all things with the same power
and  authority  that the  Creditor  might or could have done with respect to the
Indebtedness if this agreement had not been executed,  including but not limited
to, the  making,  filing  and  proving of claims  therefore  in any  bankruptcy,
receivership,  reorganization,  or dissolution proceedings or otherwise. The net
amount received by Factor from the Indebtedness  shall be applied to the payment
of all amounts due and to become due from the Client to Factor,  and the excess,
if any, shall be returned to Creditor. The Client and Creditor agree to execute,
upon  request of  Factor,  any and all  documents,  instruments  and  assurances
necessary or appropriate to effectuate the intent of this assignment.

         4.  Continuance  of Agreement.  This  agreement and  obligations of the
Client and the Creditor and the rights and privileges of Factor  hereunder shall
continue  until  payment  in full of all  claims of Factor  notwithstanding  any
action or nonaction to Factor with respect  thereto or any collateral  therefore
and any  guaranties  thereof.  It is agreed  that  Factor may at any time in its
discretion renew or extend any debts,  liabilities or obligations of the Client,
waive or release any collateral or security therefore,  and make compromises and
settlements  with the Client and all other persons  without notice to or further
assent from the Creditor or Client and without in any way  affecting  the rights
of Factor hereunder.

         5.  Benefit.  This  agreement  shall be binding  upon the  Creditor and
Client,  and their respective heirs,  personal  representatives,  successors and
assigns,  and shall  inure to the  benefit of  Factor,  and its  successors  and
assigns.

         IN WITNESS  WHEREOF,  the parties have executed  this  agreement on the
date first above written.

                                           GUILDMASTER, INC.
                                              (Client)


                                           By: /s/ Jon Baker
                                           ---------------------------
                                           Title: President




                                            /s/ JAMES K. PARSONS
                                            ------------------------------
                                            JAMES K. PARSONS, Creditor





                                            FIRST FACTORS CORPORATION


                                            By: /s/
                                            ------------------------------
                                            Title: Vice President



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