Exhibit 10.23


                           LOAN AND SECURITY AGREEMENT


     THIS LOAN AND SECURITY  AGREEMENT ("this  Agreement") is made this 30th day
of  September,  1999,  by and between the  Borrower,  Metro Global  Media,  Inc.
(parent) and Metro,  Inc. (sub) (referred to throughout this Agreement as "you",
"your" and "yours"), and the Lender,  RESERVOIR CAPITAL CORPORATION (referred to
throughout this Agreement as "we", "us", "our" and "ours").

     1. Accounts Receivable Loans.

     1.1.  Loans  against  Accounts.  From time to time  during the term of this
Agreement,  we may make such advances (each a  "Receivables  Loan") against your
Eligible  Accounts (as herein  defined) as you may from time to time request and
we, in our sole  discretion,  may elect to make upon the terms,  conditions  and
provisions of this Agreement.  At any one time, the aggregate outstanding amount
of all Receivables  Loans shall not be greater than the lesser of (a) the amount
determined by applying the  Receivables  Advance Rate (as herein defined) to the
Eligible  Accounts or (b)  $3,000,000.00.  Nothing  contained in this  Agreement
shall be  construed  as  obligating  or  committing  us to make  any  particular
Receivables Loan.

     1.2. Eligible Accounts.  The term "Eligible  Accounts" as used herein shall
mean,  collectively,  accounts,  contract  rights and other forms of  obligation
arising in the ordinary  course of business  from the sale of goods or rendition
of services  (with reserves for such items as accounts which have aged more than
90 days from the billing or invoice date,  accounts where the Account Debtor (as
herein  defined) is bankrupt,  insolvent or otherwise  unacceptable to us from a
credit  risk  standpoint,   intercompany  accounts,  contra  accounts,   foreign
accounts,  finance charges and such other items as we may determine from time to
time in our sole discretion;  provided,  however, that no Account from any given
Account Debtor,  shall be an Eligible Account, if fifty percent (50%) or more of
the total of all Accounts due from such Account  Debtor remain unpaid 90 days or
more after their date of issue.)

     1.3.  Receivables Advance Rate. The term "Receivables Advance Rate" as used
herein shall mean seventy percent (70%) of Eligible  Accounts,  provided that we
may, in our sole discretion,  unilaterally decrease the Receivables Advance Rate
in the event of any breach of the  representations  and  warranties set forth in
Paragraph  2.2  below or any  other  Default  (as  herein  defined)  under  this
Agreement.

     1.4. Interest Rate. The outstanding  balance of all Receivables Loans shall
bear  interest  at the  monthly  rate of  interest  as set out in the rate sheet
attached hereto as Exhibit B from the date on which each such  Receivables  Loan
is made to and including the date on which payment on such  Receivables  Loan is
received.  You also agree to pay to us a .35% monthly service fee on the average
daily loan balance.  If the average monthly outstanding loan balance falls below
$2,000,000.00,  an unused  line fee of .25% will be charged on the  differential
between the $2,000,000.00 and the average loan balance for the particular month.


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     1.5.  Repayment of Receivables  Loans.  Interest on all  Receivables  Loans
shall be due and payable on demand or, if not previously demanded,  on the first
day of each month. The principal  balance of all Receivables  Loans shall be due
and payable on demand or, if not previously  demanded,  upon termination of this
Agreement.  Notwithstanding  the foregoing,  (a) you shall repay such portion of
the Receivables Loans as is necessary from time to time to prevent the aggregate
amount of all  Receivables  Loans from exceeding the maximum  amount  determined
pursuant to Paragraph 1.1 on demand or, if not previously demanded,  within five
(5) business days of the date on which the aggregate  amount of all  Receivables
Loans exceeds the maximum amount  determined  pursuant to Paragraph 1.1, and (b)
we shall apply all proceeds of Accounts received by us pursuant to Paragraph 1.6
to the repayment,  in whole or in part, of Receivables Loans and Inventory Loans
in such order or manner as we in our sole discretion  determine.  Subject to the
provisions of Paragraphs 8.3 and 8.5 of this Agreement, you may repay all or any
portion of the Receivables Loans at any time without penalty, [provided that you
may not make more than four (4) partial  payments in any calendar  month (unless
required  to comply  with the  provisions  of  subsection  (a) of the  preceding
sentence)].

     1.6. Payments on Accounts.  You shall, and we may,  immediately  notify all
persons  obligated  to make  payments  with  respect to Accounts  (collectively,
"Account  Debtors") to make all payments on or with respect to Accounts directly
into a special banking account over which we have exclusive  dominion,  control,
and power of access and withdrawal  (the  "Collection  Account").  In connection
therewith,  you agree to  reference  our payment  instructions  on all  invoices
submitted to Account Debtors.  In addition,  if any Account Debtor is an agency,
department,  or  instrumentality  of the  United  States  Government,  you shall
execute such forms of notice and assignment, and shall conform to all applicable
procedures  (including making any necessary contract  modifications),  as may be
required  pursuant to the Federal  Assignment of Claims Act of 1940, as amended,
in order to perfect our rights to directly  receive payments with respect to the
Accounts of such Account  Debtor.  To facilitate  our  collection and receipt of
payments from Account Debtors, you hereby irrevocably constitute and appoint us,
or any of our agents or employees, as your lawful attorney-in-fact (coupled with
an  interest)  to  exercise  at any time  any of the  following  powers:  (i) to
receive, endorse and deposit all payments from Account Debtors; (ii) to transmit
to any party  notice  that you have  granted  to us a security  interest  in the
Accounts;  (iii) to institute any  proceedings  deemed by us necessary to effect
collection  of  Accounts;  (iv) to settle,  compromise  or litigate  any dispute
concerning any Account; and (v) to sign your name on any financing statements or
any amendment or  continuation  statement  relating  thereto with respect to any
Collateral (as herein defined). You will notify us promptly of and, if requested
by us, will settle all disputes  concerning  any Account,  at your sole cost and
expense.  However,  you shall not,  without our prior written  consent,  settle,
compromise or adjust any Account or grant any additional  discounts,  allowances
or  credits  thereon.  We may,  but are not  required  to,  attempt  to  settle,
compromise or litigate the dispute upon such terms as we in our sole  discretion
deem advisable,  for your account and risk and at your sole expense.  Any act of
ours as your lawful  attorney-in-fact shall not render us liable for any acts of
omission or commission, nor for any error of judgment or mistake of fact or law.
Alternatively,  you hereby  authorize  us to collect and receive  payments  from
Account Debtors in our own name. If you receive any payment on any Account, you

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shall  promptly  remit such  payment in the form  received  (with any  necessary
endorsement)  directly to us. Until so  remitted,  you will hold such payment in
trust for us separate and apart from all of your other funds.

     1A. Inventory Loans.

     1A.1.  Loans against  Inventory.  From time to time during the term of this
Agreement,  we may make such advances  (each an "Inventory  Loan")  against your
Eligible  Inventory (as herein defined) as you may from time to time request and
we, in our sole  discretion,  may elect to make upon the terms,  conditions  and
provisions  of this  Agreement.  [You  agree not to  request  more than four (4)
Inventory  Loans  in  any  calendar  month.]  At any  one  time,  the  aggregate
outstanding  amount of all Inventory  Loans shall not be greater than the lesser
of (a) two (2) months' sales valued at the cost of goods sold based on a rolling
three (3) month  average,  (b) the amount  determined  by applying the Inventory
Advance  Rate (as herein  defined) to the  Eligible  Inventory  (c) 60% of Loans
against Accounts or (d) $1,000,000.00. Nothing contained in this Agreement shall
be construed as obligating or  committing  us to make any  particular  Inventory
Loan.

     1A.2.  Eligible  Inventory.  The term  "Eligible  Inventory" as used herein
shall mean raw materials and finished goods  inventories (with reserves for such
items as damaged and  obsolete  items and such other  items as we may  determine
from time to time in our sole discretion)  valued at the lower of cost or market
value of such  inventories  determined in  accordance  with  generally  accepted
accounting  principles  (or on such other  basis to which the parties may agree)
consistently applied.

     1A.3.  Inventory  Advance Rate. The term  "Inventory  Advance Rate" as used
herein shall mean forty percent (40%) of Eligible  Inventory  which  constitutes
raw materials and forty percent (40%) of Eligible  Inventory  which  constitutes
finished  goods up to the  $1,000,000.00  cap provided  that we may, in our sole
discretion, unilaterally decrease the Inventory Advance Rate in the event of any
breach of the representations and warranties set forth in Paragraph 2.5 below or
any other Default under this Agreement.

     1A.4.  Interest Rate. The outstanding  balance of all Inventory Loans shall
bear  interest  at the  monthly  rate of  interest  as set out in the rate sheet
attached  hereto as Exhibit B from the date on which each such Inventory Loan is
made to and  including  the  date on which  payment  on such  Inventory  Loan is
received.

     1A.5.  Repayment of Inventory Loans.  Interest on all Inventory Loans shall
be due and payable on demand or, if not previously demanded, on the first day of
each  month.  The  principal  balance of all  Inventory  Loans  shall be due and
payable on demand  or, if not  previously  demanded,  upon  termination  of this
Agreement.  Notwithstanding  the foregoing,  (a) you shall repay such portion of
the Inventory  Loans as is necessary  from time to time to prevent the aggregate
amount of all  Inventory  Loans from  exceeding  the maximum  amount  determined
pursuant  to  Paragraph  1A.1  above on demand or, if not  previously  demanded,
within five (5) business days of the date on which the  aggregate  amount of all
Inventory  Loans  exceeds the maximum  amount  determined  pursuant to Paragraph
1A.1, (b) you

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shall  immediately  apply any cash  proceeds  from the sale of  inventory to the
repayment  of Inventory  Loans,  and (c) we shall apply all proceeds of Accounts
received by us pursuant to Paragraph 1.6 to the repayment,  in whole or in part,
of Inventory  Loans and  Receivables  Loans in such order or manner as we in our
sole discretion  determine.  Subject to the provisions of Paragraphs 8.3 and 8.5
of this  Agreement,  you may repay all or any portion of the Inventory  Loans at
any time  without  penalty,  [provided  that you may not make more than four (4)
partial  payments  in any  calendar  month  (unless  required to comply with the
provisions of subsections (a) or (b) of the preceding sentence)].

     1B. Loan Request and Borrowing Base  Certificate.  At such time or times as
you request a loan or loans,  pursuant to sub-paragraphs 1.1 and 1A.1 above, you
shall  make  such  requests  using  such a form  or  forms  and we may  require.
Initially in making all such requests you shall use a form  identical to Exhibit
A.

     2.  Representations,   Warranties  and  Promises.  To  induce  us  to  make
Receivables  Loans and Inventory Loans from time to time, you make the following
representations,  warranties and promises,  each of which survives the execution
and delivery of this Agreement and is deemed to be  incorporated by reference in
each request for a Receivables Loan or an Inventory Loan:

     2.1.  Power and  Authority.  You have all requisite  power and authority to
execute,  deliver and perform this  Agreement and each request for a Receivables
Loan or an  Inventory  Loan,  and  such  performance  does not  contravene  your
articles of incorporation,  by-laws, or partnership agreement, as applicable, or
any other agreement by which you are bound.

     2.2.  Representations and Warranties with Respect to Accounts. With respect
to each Account: (a) your principal place of business and your books and records
relating to the Accounts are located at the address set forth at the end of this
Agreement;  (b) you are the sole  owner of each  Account  and have the  right to
grant to us a lien on and security  interest in the  Accounts,  and the Accounts
are  free  and  clear  of  all  liens  and  encumbrances  (including  liens  and
encumbrances  subordinate to our lien and security  interest),  except for those
created  by this  Agreement  or  permitted  by us in  writing,  and you will not
assign,  sell,  transfer,  pledge,  grant a security  interest in or encumber or
otherwise  dispose of or abandon any part or all of the  Accounts;  (c) you have
made proper entries in your books disclosing the grant of a security interest in
Accounts to us; (d) each of your Account  Debtors has legal capacity to contract
and is indebted to you in the amount  indicated in your books and  records;  (e)
each  Account  is  valid,  legally  enforceable,  and  represents  a  bona  fide
undisputed indebtedness; (f) no Account is subject to any valid defense, offset,
counterclaim or allowance or is contingent;  (g) each Account Debtor is solvent,
and  each  Account  will  be paid in full  on or  before  its due  date;  (h) no
agreement  for any  deduction or allowance of any kind exists or will be made by
you; (i) all  information  appearing in your books and records  relating to each
Account  is true  and  correct  in all  respects;  and (j)  all  signatures  and
endorsements  appearing on the invoices and  documents  relating to the Accounts
are genuine,  and all signatories and endorsers have full capacity and authority
and were fully  authorized  to contract  for the  purchase or lease of the goods
and/or services giving rise to the Accounts.

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     2.3. Books and Records; Inspections. You will maintain books and records in
accordance with generally accepted accounting  principles  consistently applied.
We shall have full access to, and the right to audit and make copies from,  your
books and records relating to the Collateral or this Agreement. You will furnish
to us such financial  statements and other  information  regarding your business
affairs as we may request.

     2.4.  Affiliates.  You have no subsidiaries or other  affiliates other than
those  disclosed  in writing to us prior to the date of this  Agreement,  and no
additional  subsidiaries  or other  affiliates  shall be created on or after the
date of this Agreement  without our prior written consent,  which consent may be
withheld in our absolute  discretion or conditioned  upon any such subsidiary or
other affiliate  entering into a financing  agreement  similar to this Agreement
with us.

     2.5.  Representations  and Warranties with Respect to Collateral Other than
Accounts.  You are the sole owner of the  Collateral  (other than the  Accounts,
which are  covered by  Paragraph  2.2 above) and have the right to grant to us a
lien on and security interest in such Collateral; and the Collateral is, or will
be when acquired by you, free and clear of all liens and encumbrances (including
liens and encumbrances  subordinate to our lien and security  interest),  except
for those created by this Agreement or permitted by us in writing.  With respect
to  inventory  which is included in the  Collateral,  (a) such  inventory is not
located  outside  the United  States or Canada;  (b) such  inventory  is in your
actual  possession;  (c) such  inventory is not in the  possession  of a bailee,
warehouseman,  consignee or similar  third party;  (d) such  inventory  does not
constitute  goods the sale or other  disposition  of which has given  rise to an
Account;  (e) such inventory meets all standards and requirements imposed by any
governmental authority over such goods, their production,  storage, use or sale;
(f) such inventory does not constitute work-in-process or supplies; and (g) such
inventory  is  in  good   condition  and  is  not   defective,   unmerchantable,
post-seasonal, slow moving or obsolete.

     2.6.  Insurance on Collateral Other than Accounts.  During the term of this
Agreement,  you shall maintain with financially  sound, well rated and reputable
insurance  companies  comprehensive fire and extended coverage insurance on your
inventory  against  such risks,  with such loss  deductible  amounts and in such
amounts  not less than those which may be  satisfactory  to us but in all events
conforming to prudent  business  practices and in such minimum  amounts that you
will not be deemed a co-insurer  under applicable  insurance laws,  regulations,
policies and practices.  Each policy of such  insurance  covering your inventory
shall contain a provision or  endorsement  satisfactory  to us naming us as loss
payee and  providing  that (a) such policy may not be canceled or altered and we
may not be removed  as loss  payee  without  at least  thirty  (30) days'  prior
written notice to us, and (b) no act or default of you or any other person shall
affect  our right to recover  under such  policy.  You will pay,  when due,  all
premiums on such  insurance  and will furnish to us, upon  request,  evidence of
payment of such premiums and other  information  as to the insurance  carried by
you. You hereby  irrevocably  (x) assign and grant to us a security  interest in
any and all proceeds of each such insurance policy covering your inventory,  (y)
direct each insurance  company to pay all such proceeds  directly to us, and (z)
constitute  and  appoint us, or any of our agents or  employees,  as your lawful
attorney-in-fact

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(coupled  with an  interest)  with  authority  and power on your behalf to make,
adjust,  settle or compromise all claims under each such insurance policy and to
endorse any check,  draft or instrument for such proceeds.  Any proceeds of such
insurance  received by us (less the amount of any reasonable costs of settlement
of such losses)  shall be held and applied,  at our option,  to the  Obligations
(whether  matured  or  unmatured)  in such  manner  and at such  times as we may
determine  in our  sole  discretion  or to the  replacement  of the  damaged  or
destroyed  inventory upon terms and conditions  reasonably  satisfactory  in all
material respects to us.

     2.7.  Collateral  Reports.  You agree to  provide to us (a) at the time you
request each Receivables Loan or Inventory Loan, a Borrowing Base Certificate in
the form of Exhibit C, (b) so long as any Receivables Loans remain  outstanding,
by the 15th day of each month (or at such other more frequent interval as we may
require),  a report reflecting [a detailed aging of your Accounts],  in form and
detail  satisfactory to us, together with a Borrowing Base Certificate,  and (c)
so long as any Inventory Loans remain outstanding, by the [fifteenth (15th)] day
of each [month] (or at such other more frequent  interval as we may require),  a
report reflecting the quantities,  cost and value of your inventory, in form and
detail satisfactory to us, together with a Borrowing Base Certificate.  All such
information  shall be true,  accurate and complete in all material  respects and
shall contain no knowingly  false,  incomplete or misleading  statements or omit
any material information.

     2.8.  Compliance  with Laws,  Etc.  You are in  compliance  in all material
respects with all applicable federal,  state and local laws,  statutes,  orders,
rules, regulations and judgments.

     2.9. No Material Adverse Change.  There has been no material adverse change
in your management, financial condition or business prospects or in the personal
financial  condition of any guarantor of your  Obligations  under this Agreement
from  that  represented  in  any  application,   financial  statement  or  other
information provided to us prior to the date of this Agreement.

     2.10.  Shareholder  Distributions.  You  will  not (a)  declare  or pay any
dividends on your capital stock,  make any  distribution  in respect  thereof or
purchase,  redeem or otherwise acquire any of your shares of stock, (b) make any
other payments to shareholders,  whether as commissions, salaries, bonuses, loan
payments or otherwise,  or (c) make any payments to affiliates or members of the
immediate family of any shareholder, whether as commissions,  salaries, bonuses,
loan payments, payments for goods or services or otherwise, in each case without
our prior  written  consent.  Nothing  herein  shall  prohibit  you from selling
inventory in the ordinary course of business to Capital Video Corporation.

     2.11. Financial  Statements.  Within forty-five (45) days following the end
of each fiscal  quarter,  you will provide to us a copy of the 10-Q report filed
with the  Securities  and Excahnge  Commission,  complete with a balance  sheet,
income  statement,  and  statement  of cash flow,  prepared in  accordance  with
generally accepted accounting  principles.  Within one hundred twenty (120) days
following  the end of  each  fiscal  year,  you  will  provide  to us  financial
statements for such fiscal year prepared by an independent accountant acceptable
to us, which financial statements shall (a) be in a form acceptable to us, (b)

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be prepared in accordance with generally  accepted  accounting  principles,  (c)
include a balance sheet,  income  statement,  and a statement of cash flows, and
(d) be  certified  without  qualification  by an  independent  certified  public
accountant acceptable to us. A copy of the 10-K report filed with the Securities
and  Exchange  Commission  shall  also  be  provided  to us  within  the 120 day
reporting period.

     2.12 Year 2000 Compliance. You warrant and represent that the advent of the
year 2000 shall not adversely  affect your operations or the performance of your
information technology or any other technology.  Without in any way limiting the
generality of the forgoing,  you  specifically  represent and warrant that:  (a)
your hardware and software is designed to be used prior to, during and after the
year 2000 A.D.,  and such hardware and software will operate during such periods
without error relating to date data,  specifically  including any error relating
to, or the  conduct  of date  data  which  represents  or  references  different
centuries  or more than one  century,  (b) the hardware and software you utilize
will not  abnormally  end their  function  or  functions  or provide  invalid or
incorrect  results  as a  result  of date  data,  and (c) and the  hardware  and
software you utilize has been  designed to ensure year 2000 A.D.  compatibility,
including date data, century  recognition,  leap year recognition,  calculations
which  accommodate  same century and multi century  formulas and date values and
date data interface values that reflect the century.

     3. Security Interest in Collateral.

     3.1. Grant of Security Interest;  Collateral Defined. To secure payment and
performance of all of your obligations under this Agreement,  including, without
limitation,  Receivables  Loans,  Inventory  Loans,  interest,  fees,  costs and
expenses (collectively, the "Obligations"), you pledge, assign and grant to us a
continuing lien and security interest in the following property,  both now owned
and existing and hereafter  created,  acquired and arising,  regardless of where
located (collectively, the "Collateral"):

     (1) all of your Accounts  (whether  arising before or after  termination of
this Agreement);

     (2) all of your present and future  instruments,  documents,  chattel paper
and general  intangibles  (as those terms are defined in the Uniform  Commercial
Code);

     (3) all reserves,  balances,  deposits,  credits, moneys,  securities,  and
other  property at any time owing or belonging to you which are now or hereafter
in the possession of, or in transit to, us, whether for  safekeeping,  pledge or
otherwise;

     (4)  all of your  inventory,  including,  without  limitation,  all  goods,
merchandise or other personal  property,  wherever located and whether or not in
transit,  which is or may at any time be held for sale or lease or  furnished or
to be  furnished  under  contracts  of service and goods,  merchandise  or other
personal property which are raw materials,  work in process or materials used or
consumed in your business,  together with a license of all intellectual property
rights under which you manufacture and sell such inventory;

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     (5) all of your claims against us at any time existing to the extent of the
Obligations;

     (6) all books and records and other property relating to the Collateral and
your Obligations; and

     (7) all cash and non-cash  proceeds  and products of any of the  foregoing,
including any claim against third parties in any way related to the foregoing.

     You  will  not  create  or  permit  any  security  interests  in  or  other
encumbrances upon the Collateral,  which are junior to ours in priority, without
our prior written consent.  We are irrevocably  authorized at any time to charge
your account (and any credit  balance on our books in your favor) for the amount
of any or all of your Obligations.

     3.2.  Perfection of Security Interest.  You shall execute and deliver to us
such  documents  and  instruments,   including,   without  limitation,   Uniform
Commercial  Code ("UCC")  financing  statements,  as we may request from time to
time in order to evidence and perfect our security interest in the Collateral.

     3.3. Future Advances. The security interest granted by you shall secure all
current and all future advances made by us to the extent such current and future
advances constitute Obligations,  and we may advance or readvance upon repayment
by you all or any portion of the sums loaned to you under this Agreement and any
such  advancement  or  readvancement  shall be  fully  secured  by the  security
interest created by this Agreement.

     3.4.  Landlords' Waivers. At any time and from time to time, we may require
you, in our sole discretion, to provide to us appropriate landlords' waivers, in
form,  content and substance  satisfactory to us, in our sole discretion for the
location of any of the  Collateral  or your chief  executive  office  where your
original entry books of account are maintained,  which landlords'  waivers shall
acknowledge  our priority lien  security  interest in the  Collateral  and shall
contain an express  subordination of any rights which the landlord might attempt
to assert against such Collateral to our rights.

     4. No Agency. Nothing in this Agreement shall be construed to constitute us
as your agent or to obligate us to assume any of your  obligations  with respect
to any  Account.  We will not have any  liability  for any error or  omission or
delay  occurring  in the  settlement,  collection  or  payment  of any  Account.
Notwithstanding  the  foregoing,  if you fail to perform any  obligation you are
required to perform in order to maintain the  obligation of an Account Debtor to
make  payments  on an  Account,  we may (but  shall be under no  obligation  to)
perform, or retain others to perform, such obligation, at your sole expense, and
such expense  (together with interest thereon from the date incurred to the date
paid at the rate of ten percent (10%) per annum) shall  constitute  part of your
Obligations;  upon demand by us, you agree to immediately reimburse for any such
expense (and accrued interest thereon) we incur.

     5. Costs and Expenses. You shall reimburse us on demand for all fees, costs
and expenses (including reasonable attorneys' fees), of any kind and

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nature,  which we may incur in (a) preparing or  negotiating  this  Agreement or
otherwise  incurred by us in connection with our entering into or  administering
this  Agreement,  (b) filing  financing  statements,  (c) lock box charges,  (d)
making lien or title examinations,  (e) protecting,  maintaining,  preserving or
enforcing Accounts or other Collateral, (f) defending or prosecuting any actions
or proceedings  related to this  Agreement,  or (g) defending or prosecuting any
action,  claim or demand  arising after the  termination  of this  Agreement but
which  relates to or arises out of this  Agreement  shall be added to and deemed
part of your  Obligations.  In  addition,  in the  absence  of a  Default  under
Paragraph 6 below,  you shall be  responsible  for the fees,  costs and expenses
(not to exceed  $2,400  per  audit)of  up to four such  field  examinations  per
calendar year performed  during the term of this  Agreement,  in addition to the
initial field examination performed prior to the date of this Agreement.

     6. Default.  All of your  Obligations  shall, at our option,  be and become
immediately due and payable without notice or demand for monetary defaults,  and
with ten days notice for non-monetary  defaults,  upon the occurrence of any one
or more of the following events (each a "Default"): (i) if you fail to pay, when
due and payable, any of your Obligations; (ii) if any of your representations or
warranties are false or misleading in any material respect; (iii) if you fail to
perform or otherwise comply with any promise  contained in this Agreement or any
request  for a  Receivables  Loan or an  Inventory  Loan;  (iv) if your  present
business  operation is discontinued or suspended,  or if you become insolvent or
unable to meet your debts as they mature,  or if any  proceeding is commenced by
or  against  you  for  relief  under  any  provision  of any  federal  or  state
bankruptcy,  insolvency or other similar law, or if any injunction,  attachment,
judgment or lien is issued or filed against you or any of your property, or if a
receiver,  custodian or trustee of any kind is appointed  for you or any of your
property;  or (v) if a default occurs under any Guaranty  Agreement  executed in
conjunction  with this  Agreement and is not cured within any  applicable  grace
period.  Notwithstanding  the  foregoing,  you  acknowledge  and agree  that all
Receivables  Loans and all Inventory  Loans which we may make to you are due and
payable on demand, even in the absence of a Default under this Agreement.

     7. Remedies.

     7.1. Our Rights. Upon the occurrence of any Default, without further notice
to you except tin the case of a non-monetary default where we shall give fifteen
days notice,  we shall have the right to (i) decrease  the  Receivables  Advance
Rate and/or the  Inventory  Advance  Rate  pursuant to  Paragraphs  1.3 and 1A.3
above; (ii) cease making Receivables Loans and Inventory Loans  (notwithstanding
the  provisions  of this  clause  (ii),  you  acknowledge  that  the  making  of
Receivables  Loans and Inventory Loans by us is in our sole discretion,  whether
or not a Default  shall have  occurred);  (iii)  terminate  this  Agreement  and
enforce the liquidated damages provisions of Paragraph 8.5; (iv) enforce against
you immediate  payment of all of your  Obligations,  including  all  Receivables
Loans and all Inventory  Loans for which payment in full has not previously been
received;  (v) collect all amounts due and owing on all  Accounts;  (vi) require
you to assemble the Collateral and make it available to us at a place designated
by us; (vii) enter upon your premises to take possession of the Collateral;  and
(viii) appropriate, set off and apply the Collateral to the payment of your

                                       9
<PAGE>


Obligations  in  such  order  and  manner  as we in our  sole  discretion  shall
determine,  or settle,  compromise or release,  in whole or in part, any amounts
owing on the  Collateral,  or  prosecute  any  proceeding  with  respect  to the
Collateral,  or extend the time of payment of any or all of the  Collateral,  or
issue  credits  regarding  the  Collateral,  or sell,  assign  and  deliver  the
Collateral  (or any part  thereof),  at public or private sale and apply the net
cash  proceeds  resulting  from the exercise of any of the  foregoing  rights or
remedies  to the  payment  of your  Obligations  in such order as we in our sole
discretion may elect, and you shall remain liable to us for any deficiency. 7.2.
Confession of Judgment. Deleted.

     7.3.  Application of  Collections;  Deficiency.  All collections we receive
from  realizing  upon the  Collateral,  less expenses of collection  (including,
without limitation,  reasonable attorneys' fees and court costs) incurred by us,
shall be applied to your Obligations.  If for any reason collections received by
us exceed your Obligations,  we will account to you for the surplus. However, if
the collections we receive are insufficient to pay all of your Obligations,  you
shall be liable to us for the deficiency.

     7.4. Remedies Cumulative. Each right, power, and remedy provided for herein
or  otherwise  existing  shall be  cumulative  and  concurrent  and  shall be in
addition to every other right,  power and remedy existing  hereunder,  by law or
otherwise. The exercise by us of any one or more such rights, powers or remedies
shall not preclude the  simultaneous  or later exercise by us of any or all such
other rights, powers or remedies.

     8. Term of Agreement and Termination.

     8.1. Initial Term; Renewal. The initial term of this Agreement shall be one
(1) year,  commencing with the date of the first  Receivables  Loan or Inventory
Loan under this Agreement.  Unless  terminated in accordance with this Paragraph
8, the provisions of this Agreement shall automatically renew for successive one
(1) year  periods  without  any  notice or  action  on the part of either  party
hereto. During the term of this Agreement, you shall deal exclusively with us in
the financing of Accounts and inventory.

     8.2.  Facility Fee. On the date of this  Agreement and on each one (1) year
anniversary  thereof, you will pay to us a facility fee of one percent (1.0%) of
the $4,000,000.00  maximum aggregate financing  arrangement permitted under this
Agreement.

     8.3.  Termination  in Absence of Default.  This Agreement may be terminated
(a) by our giving you written notice at any time stating a termination  date not
less than ten (10) days after the date such notice is mailed or  dispatched,  or
(b) by your giving us written  notice not less than sixty (60) days prior to the
end of the initial or a renewal  term.  In the event that you elect to terminate
this  Agreement  on a date other than the end of the initial or a renewal  term,
you shall pay to us a termination  fee in an amount equal to $20,000.00 for each
month or portion of a month  remaining in the initial or renewal term.  However,
if you obtain  commercial  bank  financing  after six months from the signing of
this Agreement you may terminate this Agreement  without a termination  fee. The
parties expressly recognize and agree that the termination

                                       10
<PAGE>


fee hereunder is a reasonable  fee  negotiated at arm's length in  consideration
for which we will allow you to terminate this Agreement  prior to the end of the
applicable term,  provided that you fulfill all of your  obligations  under this
Agreement.  The  termination  fee is not,  and  shall  not be  construed  to be,
liquidated damages.

     8.4. Effect of Termination.  Notwithstanding  any  termination,  all of our
rights and interests, all of your Obligations, and all of the terms, conditions,
and  provisions  hereof  shall  continue  in full  force  and  effect  until all
transactions  entered into prior to the effective date of termination  have been
fully  concluded  and all of your  Obligations  have  been  paid in full.  After
termination of this Agreement,  you shall pay to us on demand the amount of your
Obligations then outstanding and any of your Obligations arising thereafter.

     8.5.  Termination After Default;  Liquidated  Damages.  If a Default occurs
hereunder,  we  shall  have  the  right at our sole  option  to  terminate  this
Agreement  at any time  thereafter  without  notice to you. If we exercise  such
option,  in  addition  to all other  rights  and  remedies  we may have,  and in
addition to all of your other Obligations, you agree to pay to us upon demand as
liquidated  damages  for our lost  interest  and fee  earnings,  a sum  equal to
$20,000.00  for each  month or portion of a month  remaining  in the  initial or
renewal term of this Agreement.  The liquidated damages  contemplated under this
Paragraph 8.5 are expressly recognized by you as being reasonably related to the
damages we would suffer by reason of the  termination of this Agreement  after a
Default  and is the  product of a good faith  effort of the  parties to estimate
actual damages that would ensue as a result of any such termination.

     9.  Notices.  Notices  shall be deemed  given  when sent or  dispatched  by
certified or  registered  mail or private  overnight  express  mail,  postage or
charges  prepaid,  or by  facsimile  copy to the  parties  at  their  respective
addresses set forth below.

     10. Binding Effect;  Complete  Agreement.  This Agreement will bind you and
your  successors  and  assigns,  and  will  inure to the  benefit  of us and our
successors  and  assigns,  and sets forth the  complete  agreement  between  the
parties.

     11.  Waiver.  No delay or failure by us in exercising  any of our rights or
remedies shall operate as a waiver of such or of any other right or remedy,  and
no waiver  shall be valid  unless in  writing  signed by us and then only to the
extent therein set forth.

     12.  Tombstone.  You authorize us to make appropriate  announcements of the
financial   arrangement   entered   into  by  and  between  you  and  us,  which
announcements are popularly known as Tombstones,  subject to your prior approval
which shall not be unreasonably withheld or delayed. You further authorize us to
issue and publish the Tombstones, in such manner and/or such publications and to
such selected parties as we shall in its sole discretion deem appropriate.

     13. Governing Law, Etc. This Agreement shall be governed by and interpreted
according to the laws of the State of Maryland.  You consent to and  acknowledge
the right of all courts, administrative agencies, boards and/or

                                       11
<PAGE>


quasi-judicial bodies in the State of Maryland, including without limitation the
District Courts of Maryland,  the Circuit Courts of Maryland,  the United States
District  Court for the  District of Maryland and the United  States  Bankruptcy
Court for the District of Maryland,  to exercise personal  jurisdiction over you
with respect to any dispute or  controversy  between you and us relating to this
Agreement or to any transaction in connection  herewith,  whether arising during
the term of this  Agreement  or  after  its  termination,  except  as  otherwise
provided in  Paragraph  13 below.  Further,  you waive  personal  service of the
summons and  complaint  or other  process to be issued and agree that service of
such  summons  and  complaint  or other  process  may be made by  registered  or
certified  mail  addressed  to you at your  address  appearing  herein,  whether
arising  during the term of this Agreement or after its  termination.  You agree
that any action which you initiate against us, whether initiated during the term
of this Agreement or after its termination,  will only be filed in the courts of
the State of Maryland or the federal  courts  located in the State of  Maryland,
that is, in the District Courts of Maryland, the Circuit Courts of Maryland, the
United States  District  Court for the District of Maryland or the United States
Bankruptcy  Court for the  District  of  Maryland,  consistent  with the subject
matter jurisdiction requirements of those courts.

     14.  Arbitration of Certain Claims. You and we each agree that any claim or
demand arising out of any alleged breach of this Agreement or arising out of any
dispute or  controversy  under or  relating  to this  Agreement,  other than any
confession of judgment  proceedings  brought pursuant to Paragraph 7.2 above, in
which the amount  claimed or demanded is $100,000 or less,  will be decided by a
single  arbitrator under the Rules of the American  Arbitration  Association and
the decision of that arbitrator  shall be final and binding.  You and we further
agree  than any  dispute  as to  whether  the  amount  of any claim or demand is
$100,000 or less shall be decided by a single  arbitrator under the Rules of the
American  Arbitration  Association.  You and we agree that any arbitration shall
take place in Baltimore  City,  Maryland,  or in some other mutually agreed upon
location.  You and we agree that the  prevailing  party,  as  determined  by the
arbitrator,  shall  be  awarded  reasonable  attorneys'  fees  incurred  by  the
prevailing  party in connection with the  arbitration  and any  post-arbitration
proceedings.  You and we agree that the  prevailing  party  shall be awarded the
costs of the  arbitration,  including all  arbitration  fees and expenses of the
arbitrator  and  all  other  expenses  reasonably  incurred  in  conducting  the
arbitration as determined by the arbitrator.

     15. Situs of Contract. You understand and agree, for all purposes, that the
situs of the making and  performance of this Agreement is and shall be construed
to be the State of Maryland.

     16.  Waiver of Jury Trial.  You and we each agree that any suit,  action or
proceeding, whether claim or counterclaim, brought or instituted by either party
hereto or any  successor  or assign of any party  under or with  respect to this
Agreement or which in any way relates, directly or indirectly, to this Agreement
or any event,  transaction or occurrence  arising out of or in any way connected
with this Agreement,  or the dealings of the parties with respect thereto, shall
be tried only by a court and not by a jury.  EACH PARTY HEREBY  WAIVES ANY RIGHT
TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING.

                                       12
<PAGE>


     17. Legal  Counsel.  You have had the  opportunity to obtain legal counsel,
and you  agree  that you  fully  understand  the  terms,  provisions  and  legal
consequences of this Agreement.

     IN WITNESS WHEREOF,  this Agreement is executed and delivered under seal as
of the date first above written.

BORROWER:                                 LENDER:

METRO GLOBAL MEDIA, INC. (parent)         RESERVOIR CAPITAL CORPORATION
and METRO, INC. (sub)


By:/s/ Janet M. Hoey                            By:/s/ John Fox
------------------------                        --------------------------
Title: Janet M. Hoey, CFO and Treasurer         Title: John Fox, President
Address: One Metro Park Drive                   Address: 100 Painters Mill Road,
Cranston, Rhode Island  02910                   Suite 700
                                                Owings Mills, Maryland 21117
Facsimile No.:    (401) 941-3798                Facsimile No.:  (410) 902-2420

Address of Chief Executive Office,
if different:_________________________


State of (________________)
                              TO WIT:
County of (______________)

     I HEREBY CERTIFY,  that on this 30th day of September,  1999,  before me, a
Notary Public of said State,  personally appeared Janet M. Hoey, known to me (or
satisfactorily  proven)  to be  the  person  whose  name  is  subscribed  to the
foregoing Agreement and acknowledged that she executed the same for the purposes
therein contained.

      WITNESS my hand and Notarial Seal.

                                          ---------------------------------
                                                      Notary Public
My Commission Expires:



                                       13
<PAGE>


                                    EXHIBIT A


                             [FORM OF LOAN REQUEST]



                                       14

<PAGE>



                                    EXHIBIT B


                                   RATE SHEET


                      ------------------------------------


     The interest rate payable by Metro Global Media,  Inc.  (parent) and Metro,
Inc. (sub) (the "Borrower")  under the Loan and Security  Agreement  between the
Borrower and Reservoir  Capital  Corporation  (the "Lender") on all  Receivables
Loans shall be calculated at an annual rate equal to the Prime Rate of interest,
as defined below) plus three and one half of one percent (3.5%) from the date on
which each such Receivables Loan is made to and including the date which is five
(5) business days from when payment on such Receivables  Loan is received,  such
rate to be  applied  to each  Receivables  Loan and  calculated  on the basis of
actual days  elapsed  and a year of three  hundred  sixty  (360) days.  The term
"Prime  Rate"  shall mean the prime rate of interest  as  published  in The Wall
Street  Journal  or if The  Wall  Street  Journal  should  not  publish  then as
published in a comparable  publication on the last business day of the preceding
calendar month, and any change in the Prime Rate shall be effective on the first
business  day of the month  following  the month in which such  change was first
published,  provided that we may from time to time  alternatively  elect to have
any change in the Prime Rate effective contemporaneously with the publication of
such change.

     The interest rate payable by Assignor under the Loan and Security Agreement
on all Inventory  Loans shall be calculated at a monthly rate equal to three and
one half of one percent  (3.5%) from the date on which each such  Inventory Loan
is made to and  including the date on which  payment on such  Inventory  Loan is
received,  such rate to be applied to each  Inventory Loan and calculated on the
basis of actual days elapsed and a year of 360 days.


                                       15
<PAGE>


                                    EXHIBIT C


                           BORROWING BASE CERTIFICATE


                                       16