CONTINUING GENERAL SECURITY AGREEMENT

                                                                  Dated: 2/24/97
As used in this Agreement:

"Collateral"  means all right,  title and  interest of the Obligor in and to any
and all of the following property, whether now or hereafter existing or acquired
and wherever  located,  all products and Proceeds  (including but not limited to
insurance proceeds) of such property, wherever located and in whatever form, and
all books and records  pertaining to such property and all other property of the
Obligor in which Bank now or hereafter is granted a security  interest  pursuant
to this Agreement or otherwise:

[mark or initial the applicable boxes]

Accounts,           [ ]  All Accounts (including, without limitation, all       
General                  accounts receivable), General Intangibles (including,  
Intangibles,             without limitation, contract rights and tax refunds)   
Chattel Paper            and all returned or repossessed Goods, all Chattel     
and Instruments          Paper (including, without limitation, leases) and      
                         Instruments, and all interests of the Obligor in all   
                         guarantees, security agreements and other property     
                         securing the payment or performance of obligations     
                         under any of the foregoing.                            
                     


Imported            [ ]  All Imported Inventory, and all Documents (including,  
Inventory  and           without limitation, all documents of title, transport  
Documents                or otherwise) relating to such Inventory.              
                    

Inventory           [ ]  All Inventory of every description (including, without 
and Documents            limitation, Imported Inventory, raw materials, work in 
                         process and finished Goods), and all Documents         
                         (including, without limitation, all documents of title,
                         transport or otherwise) relating to such Inventory.    
                                                                                
                                        
 Equipment          [ ]  All Equipment of every description and all Accessions
                         thereto.
 

Fixtures            [ ]  All Fixtures of every description an  all Accessions
                         thereto located at the Collateral Location or at

 Specific           [ ]  All of the following property:
 Property

All                 [X]* All property of every description (including, without 
Property                 limitation, all Accounts, General Intangibles, Chattel
                         Paper, Instruments, Inventory, Documents, Equipment,  
                         Fixtures, Goods and all Accessions to any of the      
                         foregoing).                                           
                    

*    If no box is marked, Collateral shall mean All Property.

"Collateral  Location"  means the  following  address(es)  where all  Collateral
consisting  of  Inventory,  Equipment,  Fixtures or other  tangible  property is
located: 1140 Avenue of the Americas New York. New York 10036

"Obligor" means The Solomon-Page Group Ltd. and its successors and assigns,  and
if more than one Person is named as Obligor,  "Obligor"  shall mean each, any or
all of them, and their liabilities and obligations  hereunder shall be joint and
several. Obligor is/are:

[ ]  individual(s).
[X]  a corporation organized under the laws of Delaware
[ ]  a partnership organized under the laws of
[ ]  a limited partnership organized under the laws of
[ ]  a limited liability company organized under the laws of
[ ]  other (specify)

     In   consideration   of  any   extension  of  credit  or  other   financial
accommodation heretofore, now or hereafter made by Bank to or for the account of
the  Obligor,  or to or for the account of any other  Person made by Bank at the
request  of the  Obligor  or with  respect  to which  the  Obligor's  agreements
hereunder have been required by Bank, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the Obligor, the
Obligor agrees as follows:

1.   Security  Interest; Right  of Set-Off.  As  security  for  the  prompt  and
     unconditional  payment of any and all Obligations,  the Obligor does hereby
     grant to Bank a  continuing  lien upon and  security  interest in, and does
     hereby pledge, assign and transfer to Bank, all of the Collateral. In order
     to secure  further the payment of the  Obligations,  Bank is hereby given a
     continuing  lien upon and is  granted a  security  interest  in any and all
     monies, securities and any and all other property

<PAGE>

     of the Obligor  and the  proceeds  thereof,  now or  hereafter  actually or
     constructively  held or  received by or in transit in any manner to or from
     Bank,  its  correspondents  or agents from or for the Obligor,  whether for
     safekeeping,  custody,  pledge,  transmission,  collection or for any other
     purpose  (whether or not for the  express  purpose of being used by Bank as
     collateral  security),  or  coming  into  the  possession  of  Bank  or its
     correspondents  or agents in any way,  or  placed in any safe  deposit  box
     leased by Bank to the Obligor,  and all such monies,  securities  and other
     property shall also  constitute  "Collateral"  and shall be held subject to
     all the terms of this  Agreement as collateral  security for the prompt and
     unconditional  payment of any and all  Obligations.  Obligor hereby assigns
     and grants Bank a security interest in, and Bank is also given a continuing
     lien on and/or  right of  set-off  for the amount of the  Obligations  with
     respect to, any and all  deposits  (general or special)  and credits of the
     Obligor with, any and all claims of the Obligor  against,  Bank at any time
     existing, and Bank is hereby authorized at any time or times, without prior
     notice,  to apply such  deposit or  credits,  or any part  thereof,  to the
     Obligations in such amounts as Bank may elect, although the Obligations may
     be contingent or unmatured, and whether the collateral security therefor is
     deemed adequate or not.

2.   Representations  of Obligor.  The Obligor  represents  and warrants to Bank
     that  (a)  no  financing  statement  or  other  filing  listing  any of the
     Collateral  as collateral  is on file in any  jurisdiction  (other than any
     financing  statement  filed on behalf of Bank, as secured  party);  (b) the
     chief  executive  office of the Obligor,  if any, is located at the address
     set  forth  in the  space  provided  therefor  in this  Agreement;  (c) all
     Collateral,  other than  intangible  property and property  which is in the
     possession of Bank or its agents, is located at the Collateral  Location(s)
     and the  Obligor has no place of  business  other than the chief  executive
     office specified  herein, if any, and the Collateral  Location(s);  (d) the
     Obligor has not created  and is not aware of any Lien on or  affecting  any
     Collateral  other than the Lien created by this Agreement in favor of Bank;
     (e) if the Obligor is not a natural  person,  the  execution,  delivery and
     performance  of this  Agreement  have been duly  authorized by all required
     corporate, partnership or other applicable actions of the Obligor; (f) this
     Agreement  constitutes a valid,  binding and enforceable  obligation of the
     Obligor;  (g) the execution,  delivery and performance of this Agreement do
     not violate any law or any agreement or undertaking to which the Obligor is
     a party or by which  the  Obligor  may be bound  and do not  result  in the
     imposition of any Lien upon any Collateral  other than the Lien in favor of
     Bank   created   by   this   Agreement;   (h)  all   consents,   approvals,
     authorizations, permits and licenses necessary for the Obligor to enter and
     perform its obligations under this Agreement and the Obligations  and/or to
     conduct its business  have been  obtained;  (i) the Obligor did not have or
     conduct  business under any name or trade name in any  jurisdiction  during
     the past six years other than its name and trade  names,  if any, set forth
     on the signature page of this Agreement, and the Obligor is entitled to use
     such name and trade names;  and (j) the Obligor is the legal and beneficial
     owner of all Collateral specifically identified on page 1 of this Agreement
     (alongside  the box  designated  "Specific  Property")  and any  Collateral
     specifically   identified  in  any  rider,  schedule  or  exhibit  to  this
     Agreement.

3.   Covenants  Unless and until all of the Obligations  have been  indefeasibly
     paid in full and all  commitments  of Bank to  extend  credit  which,  once
     extended, would give rise to Obligations,  have expired or been terminated,
     the Obligor shall:  (a) keep the  Collateral  free and clear of any Lien of
     any kind other than the lien created by this  Agreement;  (b) promptly pay,
     when due,  all taxes and  transportation,  storage,  warehousing  and other
     charges and fees  affecting or arising out of the Collateral and defend the
     Collateral  against  all  claims  and  demands  of all  Persons at any time
     claiming any interest  therein  adverse to or the same as that of Bank; (c)
     at all times keep all  insurable  Collateral  insured at the expense of the
     Obligor to Bank's  satisfaction  against loss by fire,  theft and any other
     risks to which the Collateral  may be subject,  and cause all such policies
     to be  endorsed  in favor of Bank and to name Bank as loss  payee and as an
     additional insured,  and, if Bank so requests,  deposit the same with Bank,
     and cause all such policies to provide that each insurer will give Bank not
     less than 30 days notice in writing  prior to the  exercise of any right of
     cancellation;  (d) keep  the  Collateral  in good  condition  at all  times
     (normal wear and tear  excepted) and provide Bank with such  information as
     Bank may from time to time  request  with  respect to the  location  of the
     Collateral and the Obligor's places of business;  (e) give Bank at least 30
     days' prior  written  notice before  changing the  Obligor's  name or chief
     executive  office or changing the  location or disposing of any  Collateral
     (other than in  connection  with the sale of any  Inventory in the ordinary
     course of business);  (f) not sell or otherwise  dispose of any  Collateral
     except  on  commercially  reasonable  terms and in the  ordinary  course of
     business;  (g) permit Bank, by its officers and agents,  to have access to,
     examine and copy at all reasonable times the Collateral, properties, minute
     books and other corporate or partnership  records,  books of accounts,  and
     financial and other  business  records of the Obligor  (including,  without
     limitation,  all books, records, ledger cards, computer programs, tapes and
     computer  disks and diskettes and other property  recording,  evidencing or
     relating to any  Collateral);  (h) promptly notify Bank upon the occurrence
     of any Event of Default of which the Obligor has  knowledge;  (i) maintain,
     with financially sound and reputable  insurers,  with companies and in form
     satisfactory to the Bank,  fire,  hazard,  vandalism,  malicious  mischief,
     business interruption,  public liability, flood and other insurance, all in
     coverage and amounts and upon other terms  customary for companies  engaged
     in the same or similar  business and similarly  situated to the Borrower as
     the  Bank  may  from  time  to  time  require,  and  deliver  to  the  Bank
     certificates of all such insurance in effect,  provided, that the amount of
     such  insurance  in effect from time to time shall in no event be less than
     One Million ($ 1 ,000,000) Dollars,  in the aggregate.  Each such insurance
     policy  shall (aa) name the Bank and its  successors  and  assigns as their
     interests may appear, as additional  insured and as sole loss payee, as the
     case may he, (bb) insure the interests of the Bank and its  successors  and
     assigns  regardless  of any breach of or  violation  by the Borrower of any
     representations,  warranties  or  conditions  contained  therein,  and (cc)
     provide  that no  cancellation,  reduction  in amount or change in coverage
     thereof shall be effective until at least thirty (30) days after receipt by
     the Bank of written notice thereof.  The Borrower shall deliver to the Bank
     copies of renewals of each insurance policy  maintained by the Borrower not
     later than thirty (30) days prior to the expiration  date of such insurance
     policy.  Regarding proceeds of insurance, the Bank may at its options apply
     such  proceeds  to  the  repayment  of any  of  the  Obligor's  outstanding
     obligations to the Bank; (j) within 90 days of the end of each fiscal year,
     from the (late hereof  throughout the term of this  Agreement,  furnish the
     Bank with a balance sheet and income  financial  statement,  prepared by an
     independent  accountant  satisfactory  to the Bank  based  on a  review  of
     Borrower's  books and records.  Such  statements  shall be accompanied by a
     letter addressed to the Bank of said independent accountant satisfactory to
     the Bank  certifying  that the statements  have been prepared in accordance
     with generally  accepted  accounting  principles and practices applied on a
     consistent basis and that they are a fair presentation consistent with that
     of the  preceding  year;  (k)  within 60 days of the end of each  six-month
     period from the date hereof throughout the term of this Agreement,  furnish
     the Bank with a balance sheet and income financial statement, prepared


                                      -2-
<PAGE>

     by an independent accountant  satisfactory to the Bank based on a review of
     Borrower's  books and records.  Such  statements  shall be accompanied by a
     letter addressed to the Bank of said independent accountant satisfactory to
     the Bank  certifying  that the statements  have been prepared in accordance
     with generally  accepted  accounting  principles and practices applied on a
     consistent basis and that they are a fair presentation consistent with that
     of the preceding six-month interim report; and (1) deliver to the Bank from
     the date hereof  throughout the term of this Agreement,  by the 15th day of
     each month of this  Agreement,  the  following:  (aa) a  complete  list  of
     accounts  receivable  agings of the  immediately  preceding  month,  (bb) a
     report on any and all sales occurring in the immediately  preceding  month,
     and (cc) an inventory valuation report on the immediately  preceding month,
     each of the  aforementioned  (aa),  (bb) and (cc) shall be  certified by an
     affidavit from the Chief Financial Officer of the Borrower to be a complete
     and accurate representation of same.

4.   Events of Default.  The  occurrence  of any of the  following  events shall
     constitute an Event of Default:  (a) the failure of the Obligor to pay when
     due any of the  Obligations;  (b) any  representation  or  warranty  of the
     Obligor to Bank in this Agreement or any other instrument or agreement with
     or in favor of Bank shall prove to be inaccurate or untrue;  (c) the breach
     by the Obligor of any covenant in this Agreement or in any other instrument
     or  agreement  with or in favor of Bank;  (d) Bank shall in good faith deem
     itself  insecure  at any  time  with  respect  to the  Obligor's  financial
     condition  or  ability  to pay the  Obligations;  or (e)  Bank  shall  have
     determined in good faith that the value of the  Collateral  has  materially
     decreased  after the date of this  Agreement.  The occurrence of any of the
     following events with respect to any Obligor,  maker,  endorser,  acceptor,
     surety or  guarantor  of, or any other  party to,  the  Obligations  or the
     Collateral  shall also  constitute an Event of Default:  (aa) a default  in
     respect of any liabilities,  obligations or agreements,  present or future,
     absolute or contingent, secured or unsecured, matured or unmatured, several
     or joint,  original or acquired,  of any of the  Responsible  Parties to or
     with Bank; (bb) death (in the case of any of the Responsible Parties who is
     an  individual)  or  dissolution  (in the  case  of any of the  Responsible
     Parties  which is not a matured  person);  (cc) death or  suspension of the
     usual business activities of any member of any partnership  included in the
     term "the Responsible  Parties";  (dd)  making,  or sending a notice of, an
     intended bulk transfer;  (ee) granting a security  interest to anyone other
     than Bank in any property including,  without limitation, the rights of any
     of the Responsible  Parties in the Collateral;  (ff) suspension of payment;
     (gg) the whole or partial  suspension or liquidation of its usual business;
     (hh) failing, after demand, to furnish to Bank any financial information or
     to permit  inspection  of books and  records of  account;  (ii)  making any
     misrepresentation  to Bank  for  the  purpose  of  obtaining  credit  or an
     extension  of credit;  (jj) failing to pay any tax, or failing to withhold,
     collect  or remit any tax or tax  deficiency  when  assessed  or due;  (kk)
     failing to pay when due any  obligations,  whether or not in writing;  (11)
     making of any tax  assessment  by the United States or any state or foreign
     country;  (mm) entry of a judgment or issuance of an order of attachment or
     an  injunction  against,  or  against  any of the  property  of, any of the
     Responsible  Parties;  (nn)  commencement  against  any of the  Responsible
     Parties of any proceeding for enforcement of a money judgment under Article
     52 of the New York Civil Practice Law and Rules or amendments thereto; (oo)
     if  any of  the  Responsible  Parties  or if  any  of  the  Obligations  or
     Collateral  at any time fails to comply  with  Regulation  U of the Federal
     Reserve Board or any amendments thereto;  (pp) the issuance of any warrant,
     process or order of attachment, garnishment or lien, and/or the filing of a
     Lien as a result thereof against any of the property of the Obligor whether
     or not Collateral;  (qq) any of the Responsible  Parties  challenges or any
     proceeding,  or  any  proceedings  are  instituted,   which  challenge  the
     validity,  binding effect or enforceability of this Agreement;  (rr) any of
     the Responsible  Parties makes,  receives or retains any payment on account
     of  indebtedness  subordinated to the Obligations in violation of the terms
     of  such  subordination;  (ss)  any  of  the  Responsible  Parties  or  any
     partnership of which any of the Responsible Parties is a member is expelled
     from or suspended by any stock or  securities  exchange or other  exchange;
     (tt)  any of the  Responsible  Parties  shall  make an  assignment  for the
     benefit of creditors or a composition  with  creditors,  shall be unable or
     admit in writing an inability to pay its  respective  debts as they mature,
     shall file a petition in bankruptcy,  shall become insolvent  (however such
     insolvency may be evidenced),  shall be adjudicated  insolvent or bankrupt,
     shall  petition  or  apply  to any  tribunal  for  the  appointment  of any
     receiver, liquidator or trustee of or for any of the Responsible Parties or
     any  substantial  part of the property of assets of any of the  Responsible
     Parties,   shall  commence  any  proceedings   relating  to  it  under  any
     bankruptcy,    reorganization,    arrangement,    readjustment   of   debt,
     receivership,   dissolution   or   liquidation   law  or   statute  of  any
     jurisdiction,  whether  now or  hereafter  in  effect,  or  there  shall be
     commenced  against any of the Responsible  Parties any such proceeding,  or
     any order, judgment or decree approving the petition in any such proceeding
     shall be entered,  or any of the  Responsible  Parties  shall by any act or
     failure to act indicate its consent to,  approval of or acquiescence in any
     such  proceeding  or in the  appointment  of any  receiver,  liquidator  or
     trustee of or for any of the Responsible Parties or any substantial part of
     the property or assets of any of the Responsible  Parties,  or shall suffer
     any such  appointment,  or any of the  Responsible  Parties  shall take any
     action for the purpose of effecting any of the  foregoing,  or any court of
     competent  jurisdiction shall assume  jurisdiction with respect to any such
     proceeding or a receiver or trustee or other officer or  representative  of
     the court or of creditors,  or any court,  governmental  officer or agency,
     shall  under  color of legal  authority,  take and hold  possession  of any
     substantial  part of the Collateral or the property or assets of any of the
     Responsible  Parties; or (uu) Bank shall in good faith deem itself insecure
     with respect to the financial condition of any of the Responsible Parties.

5.   Remedies of Rank.

     (a)  After  the  occurrence  of an Event of  Default,  Bank  shall  have no
          obligation  to make  further  loans,  extensions  of  credit  or other
          financial  accommodations to or on behalf of the Obligor,  anything in
          any other agreement to the contrary notwithstanding.

     (b)  After the  occurrence  of an Event of Default,  other than an Event of
          Default  referred to in clause (tt) of the second  sentence of Section
          4, Bank may declare by notice to the Obligor, any and all Obligations,
          to be  immediately  due and  payable  and in the case of any  Event of
          Default referred to in clause (tt) of the second sentence of Section 4
          all of the  Obligations  shall  automatically  be and  become  due and
          payable in either case without presentment,  demand, protest or notice
          of any kind,  all of which are hereby waived by the Obligor,  anything
          in any other agreement to the contrary notwithstanding.

                                      -3-
<PAGE>

     (c)  After the occurrence of an Event of Default,  Bank may, without notice
          to or demand  (other than any notice  required  by law,  the giving of
          which is not  waivable),  upon the  Obligor  (all of which are  hereby
          waived  by the  Obligor),  without  releasing  the  Obligor  from  any
          obligation under this Agreement or any other instruments or agreements
          with Bank and without  waiving  any rights Bank may have or  impairing
          any  declaration  of default or election to cause the Collateral to be
          sold or any  sale  proceeding  predicated  on the  same;  (i)  demand,
          collect or receive upon all or any part of the Collateral and assemble
          or require the Obligor,  at the Obligor's expense,  to assemble all or
          any part of the Collateral and, if Bank so requests, the Obligor shall
          assemble the Collateral and make it available to Bank at a place to be
          designated by Bank; (ii) without  notice,  demand or other process and
          without charge enter any of the Obligor's  premises and without breach
          of peace until Bank  completes  the  enforcement  of its rights in the
          Collateral,  take  possession of such premises or place  custodians in
          exclusive  control  thereof,  remain on such premises and use the same
          and any of the Obligor's  equipment for the purpose of completing  any
          work-in-process,   preparing  any  Collateral  for   disposition   and
          disposing  of or  collecting  any  Collateral,  and in exercise of its
          rights under this  Agreement,  without  payment of compensation of any
          kind, use any and all trademarks,  trade styles, trade names, patents,
          patent applications,  licenses,  franchises and the like to the extent
          of the  Obligor's  rights  therein  and the  Obligor  hereby  grants a
          license and the right to grant sublicenses for that purpose;  (iii) in
          such manner and to such extent as Bank may deem  necessary  to protect
          the  Collateral or the  interests,  rights,  powers or duties of Bank,
          enter  into and upon any  premises  of the  Obligor  and take and hold
          possession of all or any part of the  Collateral  (the Obligor  hereby
          waiving  and  releasing  any claim  for  damages  in  respect  of such
          taking)  and  exclude  the  Obligor  and all  other  Persons  from the
          Collateral,  operate and manage the  Collateral and rent and lease the
          same,  perform such  reasonable acts of repair or protection as may be
          reasonably   necessary   or  proper  to  conserve  the  value  of  the
          Collateral,  collect any and all income,  rents,  issues,  profits and
          proceeds  from the  Collateral,  the same being  hereby  assigned  and
          transferred  to Bank,  and from time to time apply or accumulate  such
          income,  rents, issues,  profits and proceeds in such order and manner
          as Bank, in its sole discretion,  shall instinct,  it being understood
          that the collection or receipt of income,  rents,  issues,  profits or
          proceeds from the Collateral after declaration of default and election
          to cause the  Collateral to be sold under and pursuant to the terms of
          this  Agreement  shall not  affect or impair  any event of  default or
          declaration  of default under any agreement or instrument  between the
          Obligor and Bank or election to cause any Collateral to be sold or any
          sale  proceedings  predicated on the same, but such proceedings may be
          conducted and sale effected  notwithstanding the collection or receipt
          of any such income,  rents,  issues,  profits and proceeds;  (iv) take
          control of any and all of the  Accounts,  contractual  or other rights
          that are included in the Collateral and Proceeds arising from any such
          Accounts or contractual or other rights, enforce collection, either in
          the name of Bank or in the name of the  Obligor,  of any or all of the
          Accounts,  release or exchange all or any part of such  Collateral  or
          compromise,  settle,  extend or renew  (whether or not longer than the
          original period) any indebtedness under such Collateral;  (v) sell all
          or any part of the  Collateral at public or private sale at such place
          or places  and at such time or times and in such  manner and upon such
          terms,  whether for cash or credit, as Bank in its sole discretion may
          determine; (vi) endorse in the name of Obligor any Instrument, however
          received by Bank,  representing  Collateral  or Proceeds of any of the
          Collateral;  (vii)  require the Obligor to turn over, or instruct  the
          financial  institutions  holding the same to turn over, all monies and
          investments in any of Obligor's  accounts to Bank; and (viii) exercise
          all the rights and remedies  granted to a secured  party under the New
          York Uniform  Commercial Code and all other rights and  remedies given
          to Bank under this  Agreement or any other  instrument or agreement or
          otherwise  available  at law or in  equity.  Bank  shall  be  under no
          obligation  to make any of the payments or do any of the acts referred
          to in this Section 5 or  elsewhere  in this  Agreement and  any of the
          actions  referred to in this Section 5 or elsewhere in this  Agreement
          may be taken  regardless  of whether any notice of default or election
          to sell has been given under this Agreement (provided,  however,  that
          all notices  required  by law,  the giving of which may not be waived,
          shall be given in  accordance  with  such law)  without  regard to the
          adequacy of the security for the Obligations.

     (d)  The Obligor hereby waives notice of the sale of any Collateral by Bank
          pursuant  to  any  provision  of  this  Agreement  or  any  applicable
          provisions of the Uniform  Commercial Code or other applicable law. In
          the event that  notice of the sale of  Collateral  cannot be waived or
          Bank  gives  notice  of such sale to the  Obligor,  Bank will give the
          Obligor  notice  of the  time  and  place  of any  public  sale of the
          Collateral  or of the time after which any  private  sale or any other
          intended  disposition  thereto  is to be made by  sending  notice,  as
          provided led below,  at least five days before the time of the sale or
          disposition,  which  provisions  for notice the Obligor and Bank agree
          are  reasonable.  No such notice need be given by Bank with respect to
          Collateral  which is  perishable  or threatens to decline  speedily in
          value or is of a type customarily sold on a recognized market.

     (e)  Bank  may  apply  the  net  proceeds  of  any  sale,  lease  or  other
          disposition of Collateral,  after  deducting all costs and expenses of
          every kind incurred  thereon or  incidental to the retaking,  holding,
          preparing for sale, selling, leasing, or the like of the Collateral or
          in any  way  relating  to the  rights  of Bank  thereunder,  including
          attorneys' fees and expenses hereinafter provided for, to the payment,
          in whole or in part,  in such order as Bank may elect,  of one or more
          of the  Obligations,  whether due or not due,  absolute or contingent,
          making  proper  rebate for interest or discount on items not then due,
          and only after so applying  such net proceeds and after the payment by
          Bank of any other amounts requited by any existing or future provision
          of law (including  Section  9-504(1)(c) of the Uniform Commercial Code
          of any  jurisdiction in which any of the Collateral may at the time be
          located) need Bank account for the surplus,  if any. The Obligor shall
          remain liable to Bank for the payment of any deficiency, with interest
          at  the  default  rate  provided  for  in  the  instruments,  if  any,
          evidencing the  Obligations,  but if there is no such  instrument with
          respect to any Obligation or no default rate is specified therein,  at
          a variable  rate equal to 4% above the Bank's  reference  lending rate
          applicable to domestic  commercial  loans as  established by Bank from
          time to time,  but in no event shall such rate exceed the maximum rate
          allowed by law.  Bank may make  loans to its  customers  above,  at or
          below its reference rate.

     (f)  Whether or not an Event of Default shall have occurred,  Bank may sell
          all or any part of the  Collateral,  although the  Obligations  may be
          contingent or unmatured (1,  whenever in its discretion Bank considers
          such sale necessary

                                      -4-
<PAGE>

          for its protection. Any such sale may be made without prior demand for
          payment on account,  margin or additional  margin or any other demands
          whatsoever,  the  making of any such  demands  shall not  establish  a
          course of conduct nor constitute a waiver of the right of Bank to sell
          the  Collateral  as  herein  provided  or of  the  right  of  Bank  to
          accelerate the maturity of the Obligations as herein provide !.

6.   Additional Rights of Bank and Duties of Obligor  Regarding  Obligations and
     Collateral.

     (a)  If the Obligor,  as registered holder of any Collateral,  shall become
          entitled to receive or does receive any stock  certificate,  option or
          right,  whether as an addition to, in substitution  of, or in exchange
          for, such Collateral,  or otherwise, the Obligor agrees to accept same
          as Bank's  agent and to hold same in trust for Bank,  and to forthwith
          deliver  the  same  to Bank  in the  exact  form  received,  with  the
          Obligor's  endorsement when necessary or requested by Bank, to be held
          by Bank as Collateral.

     (b)  The Obligor waives protest,  demand for payment,  notice of default or
          nonpayment to the Obligor or any other party liable for or upon any of
          said Obligations or Collateral.

     (c)  The Obligor  consents that the  obligation of any party upon or of any
          guarantor,  surety or indemnitor for any Obligations or any Collateral
          may,  from time to time,  in whole or in part,  be renewed,  extended,
          modified, accelerated,  compromised,  settled or released and that any
          Collateral  or Liens for any  Obligations  may,  from time to time, in
          whole or in part,  be exchanged,  sold,  released or  surrendered,  by
          Bank,  all  without  any  notice  to,  or  further  assent  by, or any
          reservation of rights against, the Obligor, and all without in any way
          affecting  or releasing  the  liability of the Obligor with respect to
          such Obligations or any security interest hereby created.

     (d)  Bank  shall not be liable for  failure to collect or realize  upon the
          Obligations or upon the  Collateral,  or any part thereof,  or for any
          delay in so doing,  nor shall Bank be under any obligation to take any
          action whatsoever with regard thereto.  Bank shall use reasonable care
          in the custody and  preservation  of the  Collateral in its possession
          but need not take any steps to preserve  rights  against prior parties
          or to keep the Collateral identifiable.  Bank shall have no obligation
          to comply with any recording, re-recording, filing, re-filing or other
          legal  requirements  necessary to establish or maintain the  validity,
          priority  or  enforceability  of,  or  Bank's  right  in  and  to  the
          Collateral  or any part  thereof.  Bank may  exercise any right of the
          Obligor  with  respect to any  Collateral.  Bank shall have no duty to
          exercise  any of the  aforesaid  rights,  privileges  or options  with
          respect to any Collateral and shall not be responsible for any failure
          to do so or delay in so doing.

     (e)  In any statutory or non- statutory proceeding affecting the Obligor or
          any  Collateral,  Bank or its nominee may,  whether or not an Event of
          Default  shall  have  occurred  and  regardless  of the  amount of the
          Obligations,  file a  proof  of  claim  for  the  full  amount  of any
          Collateral  and vote such Claim for the full amount thereof (i) for or
          against any proposal or resolution;  (ii) for a trustee or trustees or
          for a committee  of  creditors;  and/or  (iii) for the  acceptance  or
          rejection of any proposed  arrangement,  plan of reorganization,  wage
          earners' plan,  composition or extension;  and Bank or its nominee may
          receive any payment or distribution and give acquaintance therefor and
          may exchange or release any Collateral.

     (f)  Whether or not an Event of  Default  shall  have  occurred,  Bank may,
          without notice to or demand upon the Obligor, (i) commence,  appear in
          or defend any  action or  proceeding  purporting  to affect all or any
          part of the Collateral or the interests,  rights,  powers or duties of
          Bank,  whether brought by or against the Obligor or Bank;  and/or (ii)
          pay, purchase,  contest or compromise any claim, debt, lien, charge or
          encumbrance  which in the  judgment  of Bank may  affect  or appear to
          affect the  Collateral or the interests,  rights,  powers or duties of
          Bank.

     (g)  Any  and all  stocks,  bonds  or  other  securities  held  by  Bank as
          Collateral hereunder may, without notice (and whether or not a default
          exists),  be  registered  in the name of Bank or its  nominee  without
          disclosing  that Bank is a  pledgee.  Bank  (whether  or not a default
          exists and regardless of the amount of the Obligations) or its nominee
          may, without notice,  exercise all voting and  corporate rights at any
          meeting  of any  corporation  issuing  such  stocks,  bonds  or  other
          securities,  and exercise any and all rights of conversion,  exchange,
          subscription or any other rights,  privileges or options pertaining to
          such  stocks,  bonds  or other  securities  as if the  absolute  owner
          thereof, including,  without limitation, the right to exchange, at its
          discretion,  any and all of such stocks, bonds or other securities for
          other stocks, bonds, securities or any other property upon the merger,
          consolidation, reorganization,  recapitalization or other readjustment
          of any  corporation  issuing  the  same or upon  the  exercise  by the
          issuing  corporation  or  Bank  of  any  right,  privilege  or  option
          pertaining  to  such  stocks,  bonds  or  other  securities,   and  in
          connection  therewith,  to  deposit  and  deliver  any and all of such
          stocks,  bonds or other  securities  with any  committee,  depository,
          transfer agent,  registrar or other designated  agency upon such terms
          and conditions as it  may determine,  all without  liability except to
          account for property  actually received by it. Bank shall have no duty
          to exercise any of the  aforesaid  rights,  privileges  or options and
          shall not be responsible  for any further to do so or for any delay in
          so doing.

7.   Sale of Collateral  Consisting of Securities.  The Obligor  recognizes that
     Bank may be  unable  to effect a public  sale of any  securities  which may
     constitute a portion of the  Collateral  by reason of certain  prohibitions
     contained in the  Securities Act of 1933 and  applicable  state  securities
     laws and instead may resort to one or more private sales of such Collateral
     to a restricted  group of purchasers  who would be obliged to agree,  among
     other  things,  to  acquire  such  securities  for  their own  account  for
     investment and not with a view to the  distribution or resale thereof.  The
     Obligor recognizes and agrees that,  because of this restriction,  sales of
     securities  may result in prices  and  other  terms less  favorable  to the
     seller  than if the  disposition  were made  pursuant to a public sale and,
     notwithstanding such circumstances, agrees that any such private or limited
     sale or  sales  shall  be  deemed  to  have  been  made  in a  commercially
     reasonable manner. Bank shall be under no obligation to delay a sale of any
     of any of the securities constituting part of the Collateral for the period
     of time

                                      -5-
<PAGE>
     necessary  to permit the issuer of such  securities  to  register  them for
     public  sale under the  Securities  Act of 1933 or under  applicable  state
     securities law.

8.   Collection Rights of Bank. The Obligor agrees that at any time,  whether or
     not an Event of Default shall have  occurred,  Bank shall have the right to
     notify an account  debtor (with  respect to any  Collateral  consisting  of
     Accounts),  or the obligor on any Instrument or other right or claim of the
     Obligor to any payment  which is  Collateral,  to make payment  directly to
     Bank,  whether or not Event of Default  shall have  occurred and whether or
     not the Obligor was theretofore making collections on such Collateral,  and
     also to take  control of any  Proceeds  Bank is entitled  to under  Section
     9-306 of the New York Uniform  Commercial Code. If any Collateral  consists
     of  Accounts,  Instruments  or other rights or claims of the Obligor to any
     payment,  then at Bank's request,  the Obligor shall promptly  notify,  (in
     manner,  form and substance  satisfactory to Bank) all Persons obligated to
     the Obligor under any such Accounts,  Instruments or other rights or claims
     of the Obligor to any payment  that Bank  possesses a security  interest in
     such Accounts,  Instruments or other rights or claims of the Obligor to any
     payment and that all payments in respect of such Accounts,  Instruments, or
     other  rights  or  claims  of the  Obligor  to any  payment  are to be made
     directly to Bank.  The Obligor  shall not settle,  compromise or adjust any
     disputed  amount,  or allow any credit,  rebate or discount with respect to
     any  Account,  Instrument  or other  right or claim of the  Obligor  to any
     payment  which  constitutes  Collateral.  After  Bank  shall have given any
     notice of the type  specified in the first  sentence of this Section 8, any
     and all amounts  received by the Obligor  from the account  debtor or other
     obligor  so  notified  shall be  promptly  remitted  to Bank,  and until so
     remitted shall be segregated by the Obligor and held in trust for Bank.

9.   Additional  Security.  If Bank  shall at any  time  hold  security  for any
     Obligations  in addition to the  Collateral,  Bank may enforce the terms of
     this  Agreement or otherwise  realize upon the  Collateral,  at its option,
     either  before or  concurrently  with the  exercise  of remedies as to such
     other  security  or,  after a sale is made of such other  security,  it may
     apply the proceeds upon the Obligations  without affecting the status of or
     waiving  any right to  exhaust  all or any other  security,  including  the
     Collateral, and without waiving any breach or default or any right or power
     whether  exercised  under this Agreement,  contained in this Agreement,  or
     provided for in respect of any such security.

10.  Preservation and Protection of Security  Interest;  Power of Attorney.  The
     Obligor will  faithfully  preserve  and protect the Lien in the  Collateral
     created by this  Agreement  and will,  at its own cost and expense,  cause'
     such Lien to be perfected and continue to be perfected and to be and remain
     prior to all other Liens, so long as all or any part of the Obligations are
     outstanding and unpaid,  and for such purpose the Obligor will from time to
     time at the request of Bank (i) make notations of the security  interest in
     certificates  of title  of  Collateral,  a  security  interest  in which is
     perfected  by such  notation,  and deliver the same to Bank,  (ii)  deliver
     possession  of  Collateral   (concurrent   with  the  acquisition  of  such
     Collateral)  to Bank,  a security  interest  in which is  perfected  by the
     taking of  possession,  and (iii) file or  record,  or cause to be filed or
     recorded,  such  instruments,  documents and notices,  including  financing
     statements  and  continuation  statements,  as  Bank  may  reasonably  deem
     necessary or  advisable  from time to time in order to perfect and continue
     to perfect such Liens and to maintain  their priority over all other Liens.
     The  Obligor  will do all such other acts and things and will  execute  and
     deliver  all  such  other  instruments  and  documents,  including  further
     security agreements, pledges, endorsements, assignments and notices as Bank
     may  reasonably  deem  necessary or advisable from time to time in order to
     perfect  and  preserve  the  priority  of the  Liens in the  Collateral  as
     contemplated  by  this  Agreement.   Bank,  acting  through  its  officers,
     employees  and  authorized  agents,  is hereby  irrevocably  appointed  the
     attorney-in-fact  of the Obligor to do, at the Obligor's expense,  all acts
     and  things  which Bank may  reasonably  deem  necessary  or  advisable  to
     preserve, perfect, continue to perfect and/or maintain the priority of such
     Liens in the Collateral,  including the signing of financing,  continuation
     or other similar statements and notices on behalf of the Obligor, and which
     the Obligor is required  to do by the terms of the  Agreement.  The Obligor
     hereby  authorizes Bank to sign and file financing  statements with respect
     to the Collateral  without the signature of the Obligor.  The Obligor shall
     pay  all  filing  fees  for  financing   statements  with  respect  to  the
     Collateral.

11.  Risk of loss;  Insurance.  Risk of loss,  damage to or  destruction  of the
     Collateral  is and shall remain upon the Obligor.  If the Obligor  fails to
     obtain and keep in force  insurance  covering the Collateral as required by
     Section 3 of this Agreement, or fails to pay the premiums on such insurance
     when due,  Bank may,  but is not  obligated to do so for the account of the
     Obligor and the cost of so doing shall thereupon become an Obligation. Such
     amounts  shall  be  payable  by the  Obligor  upon  demand  by the Bank and
     following  demand shall bear interest at a variable rate equal to 4 % above
     the Bank's reference  lending rate applicable to domestic  commercial loans
     as  established  by Bank from time to time, but in no event shall such rate
     exceed the maximum rate allowed by law. Bank,  acting through its officers,
     employees  and  authorized  agents,  is hereby  irrevocably  appointed  the
     attorney-in-fact  of the  Obligor to endorse any draft or check that may be
     payable to the Obligor in order to collect the  proceeds of such  insurance
     or any return or unearned premiums.

12.  Change  of  Law.  In the  event  of the  passage,  after  the  date of this
     Agreement,  of any law which has the effect of changing in any way the laws
     now in force for the taxation of security  documents such as this Agreement
     or debts secured by such security documents or the manner of the collection
     of any such taxes so as in any case to affect this  Agreement  or to impose
     payment  of the whole or any  portion of any  taxes,  assessments  or other
     similar charges  against the Collateral  upon Bank, the  Obligations  shall
     immediately  become due and payable at the option of Bank and upon 30 days'
     notice to the Obligor.

13.  Expenses. The Obligor hereby agrees to pay any and all expenses incurred by
     Bank in enforcing  any rights under this  Agreement or in defending  any of
     its  rights  to  any  amounts  received  hereunder.  Without  limiting  the
     foregoing, the Obligor agrees that whenever any attorney is used by Bank to
     obtain payment hereunder,  to advise it as to its rights, to adjudicate the
     rights of the parties  hereunder or for the defense of any of its rights to
     amounts  secured,  received  or to be  received  hereunder,  Bank  shall be
     entitled to recover all reasonable attorneys' fees and distributions, court
     costs and all other expenses attributable thereto.


                                      -6-


<PAGE>


14.  Notices. Each notice or other communication  hereunder shall be in writing,
     shall be sent by messenger, by registered or certified mail or by facsimile
     transmitter or tested telex, and shall be effective when sent, and shall be
     sent as follows:

     If to the  Obligor,  to the address set forth below its  signature  or such
     other  address as it may  designate,  by  written  notice to Bank as herein
     provided  or to any other  address as may appear in the  records of Bank as
     Obligor's address.

     If to Bank, The Dime Savings Bank of New York,  FSB, 589 Fifth Avenue,  New
     York, New York 10017, Attention: Robert Zabawa, or such other address as it
     may designate, by written notice to the Obligor as herein provided.

15.  Additional  Definitions.  The following  terms have the  following  meaning
     unless otherwise specified herein:

     "Accessions," "Account," "Chattel Paper," "Equipment," "Fixtures," "General
     Intangibles,"  "Goods,"  "Instrument"  and  "Inventory"  have the  meanings
     assigned  to those  terms  by the New  York  Uniform  Commercial  Code,  as
     amended.

     "Agreement" means this Continuing General Security Agreement.

     "Bank" means The Dime Savings Bank of New York, FSB, a federally  chartered
     savings  bank,  and any  Person  acting  as agent or  nominee  for The Dime
     Savings  Bank of New York,  FSB and any  corporation  the stock of which is
     owned or controlled  directly or indirectly  by, or is under common control
     with, The Dime Savings Bank of New York, FSB.

     "Claims" means each "claim" as that term is defined under Section 101(4) of
     the United States  Bankruptcy  Code, and any amendments  thereto (Title 11,
     United States Code).

     "Event of Default"  means any of the events  described in Section 4 of this
     Agreement.

     "Imported   Inventory"   means  all  Inventory  of  the  Obligor  of  every
     description (including,  without limitation, raw materials, work in process
     and finished Goods)  imported from outside of the United States,  including
     but not limited to Inventory  consisting of parts or components produced in
     whole or in part in the the United  States and  sent  outside of the United
     States for assembly, completion or packaging.

     "Lien"  means  any  lien,   security   interest,   pledge,   hypothecation,
     encumbrance or other claim in or with respect to any property.

     "Obligations"  means any and all indebtedness,  obligations and liabilities
     of the Obligor to Bank,  including those arising from or related to letters
     of credit issued on behalf of the Obligor  through the Bank, and all Claims
     of Bank against the Obligor,  now existing or hereafter arising,  direct or
     indirect  (including  participation or any interest of Bank in indebtedness
     of  the  Obligor  to  others),  acquired  outright,  conditionally,  or  as
     collateral security from another, absolute or contingent, joint or several,
     secured or  unsecured,  matured or  unmatured,  monetary  or  non-monetary,
     arising out of contract or tort,  liquidated  or  unliquidated,  arising by
     operation of law or otherwise,  and all extensions,  renewals,  refundings,
     replacements and modifications of any of the foregoing.

     "Person"  means  any  natural  person,  corporation,   partnership,  trust,
     government or other association or legal entity.

     "Proceeds"  has the meaning  assigned  to the term by the New York  Uniform
     Commercial  Code, as amended,  and also means all  "proceeds,"  "products,"
     "offspring,"  "rents,"  or "profits" of any property,  as such quoted terms
     are used in the United States  Bankruptcy  Code, and any amendment  thereto
     (Title 11, United States Code).

     "Responsible  Parties"  includes all  Obligors  and all makers,  endorsors,
     acceptors,  sureties  and  guarantors  of,  and all other  parties,  to the
     Obligations or the Collateral.

16.  Miscellaneous.  This  Agreement  shall  remain in full force and effect and
     shall  be  binding  upon  the  Obligor,  its  successors  and  assigns,  in
     accordance with its terms, notwithstanding any increase, decrease or change
     in the  partners  of the  Obligor,  if it should be a  partnership,  or the
     merger,  consolidation,  or  reorganization  of  the  Obligor,  if  it be a
     corporation,  or  any  other  change  concerning  the  form,  structure  or
     substance  of any such entity or any other legal  entity.  If there is more
     than one Person named as an Obligor in this Agreement, this Agreement shall
     be binding upon each of the Obligors who execute and deliver this Agreement
     to Bank even if this  Agreement  is not  executed  by any  other  Person or
     Persons also named as an Obligor  herein.  Bank may assign all or a portion
     of its rights under this Agreement and may deliver the  Collateral,  or any
     part thereof,  to any assignee and such  assignee  shall  thereupon  become
     vested with all the powers and rights given to Bank in respect thereof; and
     Bank shall thereafter be forever relieved and discharged from any liability
     or  responsibility  in the matter but with respect to any Collateral not so
     delivered or assigned,  Bank shall retain all powers and rights given to it
     hereby.  The execution  and delivery  hereafter to Bank by the Obligor of a
     new  security  agreement  shall not  terminate,  supercede  or cancel  this
     Agreement,  unless expressly provided therein, and this Agreement shall not
     terminate,  supersede or cancel any security agreement previously delivered
     to Bank by the Obligor,  and all rights and  remedies of Bank  hereunder or
     under any security agreement hereafter or heretofore executed and delivered
     to Bank by the Obligor shall be cumulative  and may be exercised  singly or
     concurrently.  This Agreement may not be changed or terminated  orally, but
     only by a writing executed by the Obligor and a duly authorized  officer of
     Bank.  Unless  Bank,  in its  discretion,  otherwise  agrees,  the security
     interests  granted in this Agreement  shall not terminate  until all of the
     Obligations have been indefeasibly paid in full and all commitments of Bank
     to extend credit which,  once,  extended,  would give right to  Obligations
     have expired or been terminated. No delay on the part of Bank in exercising
     any of its  options,  powers or  rights,  or  partial  or  single  exercise
     thereof,  shall  constitute a waiver thereof.  No modification or waiver of
     this  Agreement  or any  provision  hereof  or of any  other  agreement  or
     instrument made or issued in connection  herewith or  contemplated  hereby,
     nor consent to any departure by the Obligor  therefrom,  shall in any event
     be effective,


                                      -7-
<PAGE>

     irrespective of any course of dealing between the parties,  unless the same
     shall be in a writing  executed by a duly  authorized  officer of Bank, and
     then  such  waiver  or  consent  shall be  effective  only in the  specific
     instance  and for the  specific  purpose  of which  given.  No notice to or
     demand on the Obligor in any case shall thereby  entitle the Obligor to any
     other  or  further  notice  or  demand  in  the  same,   similar  or  other
     circumstances.   The  remedies  herein  provided  are  cumulative  and  not
     exclusive of any other  remedies  provided at equity or by law and all such
     remedies may be exercised singly or concurrently. If any one or more of the
     provisions  contained  in  this  Agreement  or  any  document  executed  in
     connection  herewith  shall be  invalid,  illegal or  unenforceable  in any
     respect under any applicable law, the validity, legality and enforceability
     of the remaining  provisions contained herein shall not (to the full extent
     permitted  by law) in any way be  affected  or  impaired.  The  descriptive
     headings used in this Agreement are for  convenience  only and shall not be
     deemed to affect the meaning or construction of any provision  hereof.  The
     word  "including"  shall be deemed  to be  followed  by the words  "without
     limitation. The  Obligor  waives any  and all notice of the  acceptance  of
     this Agreement by Bank, or of the creation, accrual or maturity (whether by
     declaration or otherwise) of any and all Obligations, or of any renewals or
     extensions  thereof  from  time to  time,  or of  Bank's  reliance  on this
     Agreement.

17.  Governing Law; Consent in Jurisdiction; Service of Process. This Agreement
     shall be governed by and construed in accordance with the laws of the State
     of New York applicable to contracts made and to be performed  wholly within
     that state.  The Obligor hereby consents to the  jurisdiction of the courts
     of the State of New York and the courts of the United States of America for
     the  Southern  District  of New  York  and  consents  that  any  action  or
     proceeding  hereunder  may be  brought  in  such  courts,  and  waives  any
     objection that it may now or hereafter have to the venue of any such action
     or  proceeding  in any such  court or that such  action or  proceeding  was
     brought in an inconvenient court and agrees not to plead or claim the same;
     and  authorizes  the  service of process on the  Obligor by  registered  or
     certified  mail sent to any address  authorized in Section 14 as an address
     for the sending of notices.

18.  RIGHT OF BANK TO ARBITRATE DISPUTES.

     (a)  THE  OBLIGOR  AGREES THAT ANY ACTION,  DISPUTE,  PROCEEDING,  CLAIM OR
          CONTROVERSY BETWEEN OR AMONG THE PARTIES WHETHER SOUNDING IN CONTRACT,
          TORT OR OTHERWISE ("DISPUTE" OR "DISPUTES") SHALL, AT BANK'S ELECTION,
          WHICH ELECTION MAY BE MADE AT ANY TIME PRIOR TO THE  COMMENCEMENT OF A
          JUDICIAL  PROCEEDING BY BANK, OR IN THE EVENT OF A JUDICIAL PROCEEDING
          INSTITUTED  BY THE OBLIGOR AT ANY TIME PRIOR TO THE LAST DAY TO ANSWER
          AND/OR RESPOND TO A SUMMONS AND/OR  COMPLAINT MADE BY THE OBLIGOR,  BE
          RESOLVED BY ARBITRATION  IN NEW YORK, NEW YORK IN ACCORDANCE  WITH THE
          PROVISIONS  OF THIS  SECTION 18 AND SHALL,  AT THE  ELECTION  OF BANK,
          INCLUDE ALL  DISPUTES  ARISING OUT OF OR IN  CONNECTION  WITH (I) THIS
          AGREEMENT OR ANY RELATED  AGREEMENTS  OR  INSTRUMENTS,  (II) ALL PAST,
          PRESENT  AND  FUTURE  AGREEMENTS  INVOLVING  THE  PARTIES,   (III) ANY
          TRANSACTION  CONTEMPLATED  HEREBY  AND ALL PAST,  PRESENT  AND  FUTURE
          TRANSACTIONS  INVOLVING  THE  PARTIES AND (IV) ANY ASPECT OF THE PAST,
          PRESENT  OR  FUTURE  RELATIONSHIP  OF THE  PARTIES.  Bank may elect to
          require  arbitration of any Dispute with the Obligor  without  thereby
          being required to arbitrate all Disputes between Bank and the Obligor.
          Any  such  Dispute  shall  be  resolved  by  binding   arbitration  in
          accordance  with  Article  75 of the New York Civil  Practice  Law and
          Rules and the Commercial Arbitration Rules of the American Arbitration
          Association  ("AAA").  In the event of any inconsistency  between such
          Rules  and  these  arbitration  provisions,   these  provisions  shall
          supersede  such  Rules.  All  statutes  of  limitations   which  would
          otherwise  be  applicable  shall apply to any  arbitration  proceeding
          under this subsection 18(a). In  any arbitration proceeding subject to
          these  provisions,   the  arbitration  panel  (the   "arbitrator")  is
          specifically  empowered  to  decide  (by  documents  only,  or  with a
          hearing,  at the  arbitrator's  sole discretion)  pre-hearing  motions
          which are substantially  similar to pre-hearing motions to dismiss and
          motions for summary adjudication.  In any such arbitration proceeding,
          the arbitrator shall not have the power or authority to award punitive
          damages to any party.  Judgment upon the award rendered may be entered
          in any court having jurisdiction. Whenever an arbitration is required,
          the  parties  shall  select an  arbitrator  in the manner  provided in
          subsection 18(d).

     (b)  No  provision  of, nor the  exercise of any rights  under,  subsection
          18(a)  shall limit the right of any party (i) to foreclose against any
          real or personal property collateral through judicial foreclosure,  by
          the  exercise  of a power of sale under a deed of trust,  mortgage  or
          other  security  agreement  or  instrument,   pursuant  to  applicable
          provisions of the Uniform  Commercial  Code, or otherwise  pursuant to
          applicable law, (ii) to exercise self help remedies  including but not
          limited to setoff  and  repossession,  or (iii) to request  and obtain
          from a court having jurisdiction before,  during or after the pendency
          of any arbitration,  provisional  or  ancillary  remedies  and  relief
          including  but not limited to  injunctive  or mandatory  relief or the
          appointment  of a receiver.  The  institution  and  maintenance  of an
          action or  judicial  proceeding  for, or pursuit  of,  provisional  or
          ancillary  remedies  or  exercise  of self  help  remedies  shall  not
          constitute  a  waiver  of the  right  of  Bank,  even  if  Bank is the
          plaintiff,  to  submit  the  Dispute  to  arbitration  if  Bank  would
          otherwise have such right.

     (c)  Bank  may  require  arbitration  of  any  Dispute(s)   concerning  the
          lawfulness,  unconscionableness,  propriety,  or reasonableness of any
          exercise of Bank of its right to take or dispose of any  Collateral or
          its  exercise  of  any  other  right  in  connection  with  Collateral
          including,  without  limitation,  judicial  foreclosure,  exercising a
          power  of  sale  under a deed  of  trust  or  mortgage,  obtaining  or
          executing a writ of  attachment,  taking or disposing of property with
          or without  judicial  process  pursuant  to  Article 9 of the  Uniform
          Commercial   Code  or  otherwise  as  permitted  by  applicable   law,
          notwithstanding any such exercise by Bank.

     (d)  Whenever  an  arbitration  is required  under  subsection  18(a),  the
          arbitrator shall be selected,  except as otherwise herein provided, in
          accordance with the Commercial  Arbitration Rules of the AAA. A single
          arbitrator  shall  decide any claim of  $100,000 or less and he or she
          shall be an attorney with at lease five years'  experience.  Where the
          claim of any party exceeds $100,000,  the Dispute shall be decided by
          a majority vote of three

                                      -8-

<PAGE>


          arbitrators,  at least two of whom shall be attorneys (at least one of
          whom  shall  have not less than five  years'  experience  representing
          commercial banks).

     (e)  In the event of any Dispute  governed by this  Section 18, each of the
          parties shall,  subject to the award of the  arbitrator,  pay an equal
          share of the arbitrator's fees. The arbitrator shall have the power to
          award  recovery  of all costs  and fees  (including  attorneys'  fees,
          administrative  fees,  arbitrator's  fees,  and  court  costs)  to the
          prevailing party.

19.  WAIVER OF TRIAL BY JURY.  EACH OF BANK AND THE OBLIGOR  HEREBY WAIVES TRIAL
     BY JURY IN ANY ACTION,  PROCEEDING OR COUNTERCLAIM BROUGHT BY OR AGAINST IT
     ON ANY MATTERS WHATSOEVER, IN CONTRACT OR IN TORT, ARISING OUT OF OR IN ANY
     WAY CONNECTED WITH THIS AGREEMENT OR THE OBLIGATIONS. 

20.  WAIVER OF CERTAIN  OTHER  RIGHTS.  THE OBLIGOR  HEREBY  WAIVES THE RIGHT TO
     INTERPOSE  ANY  DEFENSE  BASED  UPON ANY  CLAIMS OR LACHES  OR  SET-OFF  OR
     COUNTERCLAIM OF ANY NATURE OR DESCRIPTION, ANY OBJECTION BASED ON FORUM NON
     CONVENIENS OR VENUE, AND ANY CLAIM FOR  CONSEQUENTIAL,  PUNITIVE OR SPECIAL
     DAMAGES.

     IN WITNESS  WHEREOF.  the  Obligor(s)  has/have  executed  this  Continuing
General Security Agreement.

                                              THE SOLOMON-PAGE GROUP LTD.
                                              Name of the Obligor, if an Entity

Chief Executive Office:
                                                                               
                                              By:    /s/ Eric M. Davis
1140 Avenue of the Americas                      -----------------------------
New York, New York 10036                      Title: CFO, V.P. Finance

[Corporate Acknowledgment]

STATE OF NEW YORK
COUNTY OF NEW YORK

     On this 24th day of February,  1997 before me personally came Eric M. Davis
to me known who, being duly sworn, deposes and says that he is the___________ of
The Solomon-Page Group Ltd., the corporation described in and which executed the
above  Instruments  that he  knows  the seal of the  corporation;  that the seal
affixed to said  instrument is such  corporate  seal;  that it was so affixed by
order of the Board of  Directors of said  corporation  and he signed his name by
like order.




                                             [Illegible]
                                             ----------------------------------
                                             Notary Public

May 31, 1997
<PAGE>
                                   CERTIFICATE

I, Eric M. Davis , do hereby certify as follows:

1.   I am the duly elected,  qualified and acting  Secretary of The Solomon-Page
     Group Ltd., a Delaware  corporation (the "Company"),  and as such, have the
     care and custody of the books and  records of the  Company,  have  personal
     knowledge of the matters set forth herein,  and have authority to make this
     Certificate for and on behalf of the Company.

2.   At a special  meeting of the Board of Directors  of the Company,  called in
     accordance  with the  provisions  of the  organizational  documents  of the
     Company and held on February 13, 1997, or pursuant to the unanimous written
     consent of the Board of Directors of the Company dated ____________ , 1997,
     as authorized by the organizational documents of the Company. the following
     resolutions were adopted by unanimous vote or consent:

     WHEREAS,  the  Company  desires  The Dime  Savings  Bank of New  York,  FSB
     (hereinafter referred to as the "Bank") hereafter to extend credit or other
     financial  accommodations  to the Company upon such terms and conditions as
     may be required by the Bank.

     IT  IS,   THEREFORE,   RESOLVED,   that  the  Company   borrow  and  accept
     $4,000,000.00 from the Bank and shall grant to the Bank a security interest
     in property of the Company designated by any duly authorized representative
     of the  Company to secure  any and all  obligations  of the  Company to the
     Bank, whether now existing or hereafter incurred; and

     FURTHER  RESOLVED,  that any duly authorized  representative of the Company
     be, and each of them hereby is, authorized and directed to execute, and the
     President or Secretary of the Company is hereby  authorized and directed to
     attest to and to affix the seal of the Company to, any security  agreements
     and other instruments or documents related thereto, in the form required by
     the Bank: and

     FURTHER RESOLVED, that the Company shall agree to submit to arbitration and
     to waive the right of trial by jury with  respect  to any  dispute  arising
     under such security agreement or any related document.

3.   I further certify that the foregoing  resolutions  remain in full force and
     effect and have not been rescinded or modified in any manner whatsoever and
     neither  their  adoption  nor their  implementation  violate the  Company's
     organizational  documents or  constitute a default  under any  agreement or
     indenture to which the Company is a party or by which it is bound.

IN WITNESS WHEREOF,  I have set my hand and the seal of The  Solomon-Page  Group
Ltd at New York, New York this 13 day of February, 1997.



[SEAL]                                           THE SOLOMON-PAGE GROUP LTD.






                                                 By: /s/ Eric M. Davis
                                                    ----------------------------
                                                 Title:.Secretary


                                      -10-