EXHIBIT 10.19

                              HAMILTON BANK, N.A.

December 30, 1998

Ezcony Trading Company, S.A.
Ezcony International Corporation

Attention: Mr. Ezra Cohen

Dear Sirs:

We are pleased to inform you that a US$12,000,000 line of credit facility (the
"Credit Facility") has been approved in favor of Ezcony Trading Company, S.A.
and Ezcony International Corporation (the "Borrowers") under the following terms
and conditions:

Borrowers:                  Ezcony Trading Company, S.A.
                            Ezcony International Corporation

AMOUNT:                     US$12,000,000

TYPE OF FACILITY:           Issuing Letters of Credit payable at sight 
                            or by time up to 180 days not to exceed 
                            US$9,500,000, refinancing thereof, documentary 
                            collections up to 150 days from bill of 
                            lading date not to exceed US$9,500,000, 
                            stand by letters of credit not to exceed 
                            US$3,500,000, and import financing up to 
                            180 days against purchase orders or copies 
                            of invoices not to exceed US$10,500,000, 
                            which shall be reduced to US$9,500,000 on 
                            May 31, 1999.

                            Aggregate outstanding letters of credit, 
                            refinances and import financing shall not
                            at any time exceed US$12,000,000,
                            and is to be reduced to by US$200,000 per 
                            month for five months to US$11,000,000 by 
                            May 31, 1999.

                            Interest is payable monthly.  Principal is 
                            payable at maturity.

INTEREST RATE:              Citibank,  N.A. New York prime rate plus one 
                            percent (1.00%) for refinancing of
                            letters of credit and import financing.

                            The Bank reserves the right to effect any 
                            increase in prime rate on the date
                            of such increase.

MATURITY AND
REVOCATION DATE:            This Credit Facility may be terminated at 
                            any time at Bank's sole and absolute
                            discretion and, to the absence of such 
                            termination, will expire on August 31,
                            1999. Upon revocation of the line of credit, 
                            any outstanding letters of credit and 
                            refinances will be payable according 

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Ezcony Trading Company, S.A.
Ezcony International Corporation
December 30, 1998
Page 2 
                            to their respective terms and will not
                            be rolled over or renewed without the 
                            prior written consent of the Bank.

FEES:                       Letters of Credit:
                                    1/4%  Issuance (for every 90 days or 
                                          fraction thereof)
                                    1/4%  Negotiation
                                    2.00% Acceptance

                             Import Financing:
                                      .50% flat per each advance.

                              The Bank's standard loan and Letter of Credit 
                              charges as set from time to time.

EXPENSES:                     All legal,  documentation  and other costs and 
                              expenses of the Bank will be for the account of
                              the Borrowers.

COLLATERAL:                   Cash collateral in the amount of US$1,350,000.


                              Trade drafts covering outstanding amounts for the
                              refinancing of letters of credit and import 
                              financing to be in compliance as follows: 50% of 
                              the outstanding balance no later than December 31,
                              1998; 75% of the outstanding balance no later than
                              January 31, 1999; 100% of the outstanding
                              balance no later than February 28, 1999; and 115% 
                              no later than March 31, 1999.

                              First mortgage on commercial property located in 
                              Colon Free Zone, Panama.

GUARANTORS:                   Personal  guarantees of Messrs.  Ezra Cohen,  
                              Daniel Homsany,  and David Djemal Homsany. Cross 
                              corporate  guarantees  between Ezcony Trading 
                              Company,  S.A., Ezcony International Corporation, 
                              and Ezcony Interamerica, Inc.

Taxes:                        

                              All payments made on or in respect of this Credit
                              Facility shall be made free and clear of and 
                              without deduction for any and all present and 
                              future taxes. The Borrowers agree to cause all 
                              such taxes to be paid on behalf of the Bank 
                              directly to the appropriate governmental 
                              authority. If for any reason the Borrowers are 
                              prohibited from paying any taxes on behalf of the
                              Bank, then all payments made on or in


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Ezcony Trading Company, S.A.
Ezcony International Corporation
December 30, 1998
Page 3 

                              respect of this Credit Facility including payments
                              made pursuant to this paragraph, shall be
                              increased so that, after provisions for such 
                              taxes, including taxes on such increase, the 
                              amounts received by the Bank will equal the 
                              amounts the Bank would have received if no such
                              taxes were due on such payments. Within 
                              thirty (30) days after any written demand by the 
                              Bank, the Borrowers shall indemnify the Bank and 
                              hold the Bank harmless for the full amount of any
                              taxes payable by the Bank with respect to this 
                              Credit Facility and any liabilities (including 
                              penalties, interest and expenses) arising from 
                              such taxes. If the Borrowers deduct or retain any
                              amounts pursuant to this paragraph, the Borrowers
                              will furnish to the Bank, within 30 days after 
                              such deduction (and in any event no later than 
                              30 days after such taxes are due), tax receipts 
                              (or certified copies of such receipts),
                              and other evidence satisfactory to the Bank that 
                              the Borrowers have paid such amounts to the 
                              appropriate authorities.


Conditions Precedent:         The Borrowers shall execute and deliver to the 
                              Bank such agreements and documents (hereinafter, 
                              referred to as the "Documentation")  as the Bank 
                              may request in connection with the Credit 
                              Facility, all in form and substance satisfactory 
                              to the Bank and its legal counsel.

Representations and
Warranties:                   As an inducement to the Bank to enter into this
                              Credit Facility, the undersigned represent and 
                              warrant to the Bank that;

                              1) The Borrowers and corporate guarantor are
                              corporations, duly organized, validly existing and
                              in good standing under the laws of the 
                              jurisdiction of its incorporation and is 
                              authorized to do business in the  jurisdictions  
                              in which its ownership of property or conduct of 
                              business legally requires such authorizations.
                              

                              2) There are no actions,  suits or proceedings  
                              pending, or to the knowledge of the  Borrowers  
                              threatened,  against or  affecting  the  Borrowers
                              or corporate guarantor before or by any person or 
                              entity,  which, if adversely  determined, could 
                              have a material adverse effect on the Borrowers or
                              corporate Guarantor as the case may be.

                               3)  The  Borrowers are not in violation or 
                               default with respect to any applicable laws 
                               and/or regulations that could materially affect 
                               the 

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Ezcony Trading Company, S.A.
Ezcony International Corporation
December 30, 1998
Page 4 

                               operations and/or  condition (financial or
                               otherwise)  of the  Borrowers  or  corporate
                               Guarantor,  and is not in violation or default 
                               with respect to any order, writ, injunction, 
                               demand or decree of any court, any person or 
                               entity.

COVENANTS:                     1) The Borrowers shall provide audited
                               fiscal year end financial statements no later 
                               than 90 days from fiscal  year end, and company 
                               prepared  quarterly financial statements no later
                               than 45 days from quarter end.

                               2)  Payments  from  import  financing  
                               transactions  shall be made  directly to
                               suppliers acceptable to the bank at its sole 
                               discretion.

                               3) The  import  financing limit and the aggregate
                               limit is to be  reduced by US$200,000 per month 
                               for five months to US$11,000,000 by May 31, 
                               1999.

DEFAULT:                       Failure of the Borrowers to perform its 
                               obligations under the Documentation shall 
                               constitute  an Event of Default hereunder and 
                               shall render all amounts owed to the Bank 
                               hereunder or otherwise immediately due and 
                               payable.

                               Under the occurrence of any default under the  
                               Documentation or hereunder,  or if at anytime the
                               Bank deems itself insecure for any reason  
                               whatsoever, the Bank may, at its option, 
                               terminate this Credit Facility  and/or declare 
                               all liabilities  (matured or unmatured) of the 
                               Borrowers to the Bank  immediately due and 
                               payable without notice or demand.

                               No  delay  or  omission  on the  part  of the  
                               Bank  in  exercising  any  right hereunder or 
                               under any of the Documentation shall operate as a
                               waiver of such right or of any other right 
                               hereunder or under  any of the  Documentation.
                               Presentment, demand, including demand hereunder, 
                               protest, notice of dishonor and extension of time
                               without notice are hereby waived by the 
                               Borrowers.  The Borrowers promise and agree to 
                               pay all costs of collection  including,  but not
                               limited to, reasonable fees and costs of the 
                               Bank's legal counsel, regardless of  
                               whether any such costs are  incurred before or at
                               trial, upon appeal or otherwise.  Any notice to 
                               the Borrowers  shall be  sufficiently  served for
                               all purposes if placed in the mail, postage 
                               prepaid, addressed to or 

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Ezcony Trading Company, S.A.
Ezcony International Corporation
December 30, 1998
Page 5 


                               left upon the premises at the address shown below
                               or any  other  address  shown on Bank's records.

ENTIRE AGREEMENT:              This Agreement supersedes all prior agreements,
                               correspondence and understandings relating to the
                               subject matter hereof.

                               If any term in any documentation  executed by the
                               Borrowers in connection with any credit extended 
                               under this credit  facility  conflicts or is  
                               inconsistent with the terms of this letter 
                               agreement,  the terms of this  letter  agreement
                               shall control,  provided,  however, that terms 
                               that are more comprehensive than equivalent  
                               terms herein shall be deemed to be supplementary 
                               of this letter agreement and not inconsistent or 
                               in conflict with the terms hereof.

RELEASE:                       The  Borrower  freely and  voluntarily  release 
                               the Bank and its  shareholders, affiliates,  
                               subsidiaries,  employees,  officers,  directors, 
                               successors  and assigns from all claims, damages,
                               costs,  expense and  liabilities  which the
                               Borrower now have or may hereafter have, whether 
                               known or unknown.

WAIVER OF RIGHT:               THE BORROWERS HEREBY KNOWINGLY,  VOLUNTARILY AND 
                               INTENTIONALLY WAIVES ANY RIGHT IT MAY  HAVE TO A 
                               TRIAL  BY  JURY IN  RESPECT  OF ANY  ACTION,  
                               PROCEEDING  OR COUNTERCLAIM  BASED ON THIS CREDIT
                               FACILITY,  OR ARISING  OUT OF,  UNDER OR IN
                               CONNECTION  WITH THIS  CREDIT  FACILITY,  OR ANY 
                               OTHER  DOCUMENT  EXECUTED  IN CONNECTION  WITH 
                               THIS  CREDIT  FACILITY, OR ANY COURSE OF CONDUCT,
                               COURSE OF DEALING,  STATEMENT  (WHETHER VERBAL OR
                               WRITTEN)  OR  ACTION OF ANY PARTY IN CONNECTION 
                               WITH THIS CREDIT FACILITY.

GOVERNING LAW:                 This letter  agreement  shall be governed by and 
                               construed in  accordance  with the laws of the 
                               State of Florida.


         If the foregoing is acceptable to you, please so indicate on the
enclosed copy of this letter and return it to the undersigned on or before
January 30, 1999.

Very truly yours,



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Ezcony Trading Company, S.A.
Ezcony International Corporation
December 30, 1998
Page 6 
HAMILTON BANK, N.A.

By: /S/ MARGARET LOPEZ                  By: /S/ FELIPE S. BLANCO            
----------------------------------        ----------------------------------
         Margaret Lopez                        Felipe S. Blanco
         Assistant Vice President              Vice President

Agreed to and Accepted
this ___ day of  ______________________, 1999:

EZCONY TRADING COMPANY, S.A.

By:      /S/ EZRA COHEN             
   --------------------------------
Name:    EZRA COHEN
Title:   PRESIDENT

By:                                                                    
   ---------------------------------
Name:
Title:

EZCONY INTERNATIONAL CORPORATION

By:      /S/ EZRA COHEN             
   ----------------------------------
Name:    EZRA COHEN
Title:   PRESIDENT


By:
   -----------------------------------
Name:
Title:


              Main Office 3750 NW 87th Avenue, Miami, Florida 33173


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Hamilton Bank, N.A.
Fax Transmission

From: Felipe S. Blanco                    Date: February 10, 1999
To: Ezra Cohen                            Time:    9:33 AM
Company: Ezcony Trading Corporation       Fax # (507) 441-1860

AMENDMENT TO LETTER DATED DECEMBER 30, 1998

Dear Ezra:

Please be advised that I received the signed copy of the subject facility
letter. In further reviewing the text, inadvertently, the following items were
omitted. Please proceed to sign this modification to proceed with the
implementation.

Under pricing, the following should be added:

One quarter percent (0.25%) on the sublimits covering the issuance of letters of
credits, refinancing of letters of credit, and import financing.

One percent fee (1.0%) covering the term loan.

If you have any questions, please call me at (305) 717-5517.

Truly yours,

/S/ FELIPE S. BLANCO
Felipe S. Blanco
Vice President

Agreed and Acknowledged on this 10th day of February 1999.


By:      /S/ EZRA COHEN                                                
         Ezra Cohen



3750 NW 87th Avenue, Suite 600, Miami, FL 33173