Exhibit 10.35

                  SUPPLEMENT TO FACTORING OR SECURITY AGREEMENT

          SECURITY INTEREST IN INVENTORY UNDER UNIFORM COMMERCIAL CODE

Century Business Credit Corporation                              August 14, 2000
119 West 40th Street
New York, New York  10018


                            RE: BREAKING WAVES, INC.
                              112 WEST 34TH STREET
                               NEW YORK, NY 10120


Gentlemen:

        This is a supplement  to our Factoring or Security  Agreement  (Accounts
Receivable-Financing)  or both,  as the case may be, with you effective the date
hereof (the "Agreement").  It is hereby incorporated therein,  shall have a term
concurrent therewith and is a part thereof.

        1. In addition to your other security,  we hereby grant you a continuing
security  interest  in all  Inventory  now and  hereafter  owned by us  wherever
located, all contract rights with respect thereto and all documents representing
the same (all  herein  referred  to as  "Collateral")  and all  proceeds  of the
Collateral.  The term "Inventory" means and includes all goods intended for sale
or lease by us, or to be furnished by us under  contracts of service and all raw
materials,  goods in process,  finished  goods,  materials and supplies of every
nature used or useable in connection with the  manufacture,  packing,  shipping,
advertising, selling, leasing or furnishing of such goods.

        2. Your security  interest in the Inventory  shall continue  through all
stages of manufacture  and shall,  without further act, attach to raw materials,
to goods in process,  to the finished  goods,  to the Receivables (as defined in
the  Agreement) or other proceeds  resulting from the sale or other  disposition
thereof and to all such Inventory as may be held for us by agents or processors.
We  represent,  warrant and covenant  that all Inventory is and will be owned by
us,  free  of all  other  liens  and  encumbrances,  shall  be kept by us at the
location  identified  on Schedule 1 hereto and that we shall not  (without  your
prior written  approval) remove the Inventory  therefrom except for the purposes
of sale in the regular course of business.
<PAGE>
        3. The  collateral  and all proceeds  thereof  shall be security for all
obligations  owing to you including but not limited to loans and advances to the
undersigned under the Agreement, as originally existing and as hereby and at any
time  heretofore or hereafter  supplemented  or amended as well as for all other
loans  and  advances  to us or for our  account  by you or your  parent  or your
subsidiaries  and  for all  commissions,  obligations,  indebtedness,  interest,
charges and expenses chargeable to our account or due from us from time to time,
however  arising,  and whether or not  evidenced by notes or other  instruments.
Until all obligations have been fully satisfied,  your security  interest in the
Collateral and all proceeds  thereof shall continue in full force and effect and
upon the occurrence of a default under the Agreement, you will at all times have
the right to take  physical  possession  of the  Inventory  and to maintain such
possession  on our  premises or to remove the  Inventory  or any part thereof to
such  other  places  as you may  desire.  If you  exercise  your  right  to take
possession of the Inventory,  we shall, upon your demand, assemble the Inventory
and  make  it  available  to you at a place  reasonably  convenient  to you.  In
addition,  with  respect  to  all  Collateral  and  proceeds,  as  well  as  all
Receivables  and other  security,  you shall have all of the rights and remedies
set forth in the  Agreement  and all the rights  and  remedies  provided  in the
Uniform Commercial Code.

        4. Upon our  request  you may make loans or  advances to us prior to our
sale of  Inventory.  Any  such  loans  or  advances  will  be made at your  sole
discretion, will be charged by you to our account and will bear interest payable
in the  manner  and at the rate  specified  in the  Agreement  and  shall in all
respects be  governed  thereby.  All such loans or advances  shall be payable on
demand and recourse to any security  held  therefor  shall not be required.  The
amounts of any such loans or advances and their relation to the Inventory  shall
not exceed 50% of the value (determined as the lower of cost or market value, on
a first-in-first out basis) of Inventory  consisting of finished goods which you
in your sole  discretion  deem  eligible and shall be  determined by you in your
sole discretion.  Inventory which is eligible may include  Inventory which is in
transit to a location in the United  States only if (a) title to such  Inventory
has passed to us, (b) such  inventory  is insured to the full value  thereof and
(c) you  shall  have in your  possession  (i) all  negotiable  bills  of  lading
relating to such Inventory properly endorsed and (ii) all  non-negotiable  bills
of lading relating to such Inventory issued in your name.
<PAGE>
        5. We shall not sell, encumber,  grant a security interest in or dispose
of or permit the sale,  encumbrance or disposal of any  Collateral  without your
prior written  consent except for the sales of Inventory in the ordinary  course
of our business. If sales are made for cash, we shall immediately deliver to you
the identical checks,  cash or other forms of payment which we receive. As sales
are made in the regular  course of business,  we shall,  in accordance  with the
provisions of the  Agreement,  immediately  execute and deliver to you schedules
and assignments of all Receivable created thereby.  All payments received by you
on  account  of  Receivables  or other  proceeds  or on account of cash sales of
Inventory  will be credited to our account in accordance  with the provisions of
the Agreement.

        6. We shall  perform any and all steps  requested by you to perfect your
security interest in the Collateral,  such as leasing  warehouses to you or your
designee,  placing and maintaining signs,  appointing custodians,  executing and
filing financing or continuation  statements in form and substance  satisfactory
to you, maintaining stock records and transferring  Inventory to warehouses.  If
any  Inventory  is in  the  possession  or  control  of any  of  our  agents  or
processors,  we shall notify such agents or processors of your security interest
therein,  and upon request  instruct  them to hold all such  Inventory  for your
account  and subject to your  instructions.  You shall have the right (but shall
not be  obligated)  to  complete  any  Inventory  in order to dispose of same or
otherwise enforce your rights upon our default hereunder, including the right to
pay and to charge to our account at any time any dyeing,  finishing,  processing
or warehousing  charges,  landlord's bills or other claims against or liens upon
the Inventory or any of the Collateral,  whether before or after our default.  A
physical  listing of all Inventory,  wherever  located,  shall be taken by us at
least one every  year and  whenever  requested  by you,  and a copy of each such
physical  listing  shall be  supplied  to you.  You may  examine and inspect the
Inventory at any time. All excise,  floor, sales and any other taxes that may be
assessed  upon or paid by you  with  respect  to any of the  Inventory  shall be
charged to and paid by us, and we agree to indemnify  you against loss by reason
of any such taxes.  No later than the  fifteenth  (15th) day of each  month,  we
shall  deliver  to you a fully  completed  and  executed  Inventory  Report  and
Certification  in the form of  Schedule  2 hereto as the end of the  immediately
preceding month.
<PAGE>
        7. We shall insure the  Inventory in your name against loss or damage by
fire, theft, burglary,  pilferage, loss in transit and such other hazards as you
shall specify,  in amounts and under policies by insurers acceptable to you, and
all premiums  thereon shall be paid by us and the policies  delivered to you. If
we fail to do so,  you may  procure  such  insurance  and charge the cost to our
account.

                                                            Very truly yours,

                                                            BREAKING WAVES, INC.



                                                       By: /s/ Harold Rashbaum
                                                               HAROLD RASHBAUM
                                                               PRESIDENT


Accepted at New York, New York

on August __, 2000

CENTURY BUSINESS CREDIT CORPORATION



By:/s/_____________________________

Title:_____________________________


<PAGE>
                                   SCHEDULE 1

                              112 West 34th Street
                               New York, NY 10120

                               717 Nogales Street
                         City Of Industry, Calif. 91749

                             15530 Salt Lake Avenue
                         City Of Industry, Calif. 91745

                             15600 Salt Lake Avenue
                         City Of Industry, Calif. 91745