Exhibit 10.37

                        [ONLY REFERS TO U.S. TRADEMARKS]


                     TRADEMARK COLLATERAL SECURITY AGREEMENT

     THIS  AGREEMENT  is made on the 14th  day of  August,  2000 by and  between
BREAKING WAVES,  INC., a New York  corporation,  having a mailing address at 112
West 34th Street,  New York, NY 10120  ("Borrower")  and CENTURY BUSINESS CREDIT
CORPORATION,  having a mailing  address at 119 West 40th Street,  New York,  New
York 10018 ("Lender").

                                   BACKGROUND

     Borrower and Lender have  entered  into a Factoring  Agreement of even date
herewith  (as  amended  and  supplemented  from  time to  time,  the  "Factoring
Agreement").  In order to induce  Lender to execute and  deliver  the  Factoring
Agreement,  Borrower  agreed to execute  and  deliver to Lender  this  Trademark
Collateral Security Agreement ("Security  Agreement").  This Security Agreement,
covering    Trademarks   (as   hereinafter    defined),    is   being   executed
contemporaneously  with the Factoring  Agreement under which Lender is granted a
lien on and security interest in, inter alia, machinery, equipment formulations,
manufacturing procedures,  quality control procedures and product specifications
("Other Assets") relating to products sold under the Trademarks,  whereby Lender
shall have the right to foreclose simultaneously on the Trademarks and the Other
Assets in the event of the occurrence and continuance of a default  hereunder or
an event of default under the Factoring Agreement.

     NOW,  THEREFORE,  in  consideration  of the  premises,  Borrower and Lender
hereby agree as follows:

     1. Defined Terms.  Unless  otherwise  defined herein,  terms defined in the
Factoring  Agreement shall have their defined  meanings when used herein and the
following terms shall have the following meanings,  unless the context otherwise
requires:

     "Account" shall have the meaning  assigned to it under Section 9-106 of the
Code;

     "Code" shall mean the Uniform  Commercial Code as the same may from time to
time be in effect in the State of New York.

     "Collateral"  shall have the  meaning  assigned  to it in Section 2 of this
Security Agreement.

     "Event of  Default"  shall  mean an event of  default  under the  Factoring
Agreement.

     "General  Intangibles"  shall have the meaning assigned to it under Section
9-106 of the Code.

     "Licenses" shall mean the trademark  license  agreements  pursuant to which
Borrower is the licensor designated on Schedule I hereto, as any of the same may
from time to time be amended or supplemented.
<PAGE>
     "Obligations"  shall  have  the  meaning  assigned  to it in the  Factoring
Agreement.

     "Proceeds" shall have the meaning assigned to it under Section 9-306 of the
Code, and in any event,  shall  include,  but not be limited to, (i) any and all
proceeds of any insurance,  indemnity, warranty or guarantee payable to Borrower
from  time to time  with  respect  to any of the  Collateral,  (ii)  any and all
payments (in any form  whatsoever) made or due and payable to Borrower from time
to time in connection with any requisition, confiscation,  condemnation, seizure
or forfeiture of all or any part of the  Collateral  by any  governmental  body,
authority,  bureau or agency (or any person  acting under color of  governmental
authority),  and  (iii)  any and all  other  amounts  from  time to time paid or
payable under or in connection with any of the Collateral.

     "Receivables"  shall  have  the  meaning  assigned  to it in the  Factoring
Agreement.

     "Security  Agreement" shall mean this Security  Agreement,  as the same may
from time to time be amended or supplemented.

     "Trademarks" shall mean the registered  trademarks and pending applications
shown in the  attached  Schedule  A, and those  trademarks  which are  hereafter
adopted or acquired by Borrower,  and all right,  title and interest therein and
thereto, and all registrations, applications, and recordings thereof, including,
without  limitation,  applications,  registrations  and recordings in the United
States  Patent and  Trademark  Office or in any similar  office or agency of the
United States and any State thereof, all whether now owned or hereafter acquired
by Borrower.

     2.  Grant of  Security  Interest.  As  collateral  security  for the prompt
payment of the  Obligations,  Borrower  hereby  grants  and  conveys to Lender a
security interest in and to (a) the entire right, title and interest of Borrower
in  and  to  the  Trademarks,   including  the  registrations  and  applications
appurtenant  thereto,  listed in  Schedule  A hereto (as the same may be amended
pursuant hereto from time to time),  and in and to any and all  trademarks,  and
registrations and applications appurtenant thereto,  hereafter acquired or filed
by Borrower,  including without limitation all renewals thereof, all proceeds of
infringement suits, the rights to sue for past, present and future infringements
and all  rights  corresponding  thereto in the United  States  [and any  foreign
country]  and the  goodwill  of the  business  to which  each of the  Trademarks
relates and (b) all of Borrower's right, title and interest in, to and under the
following:

          (i) all Licenses;

          (ii) all Receivables,  contract rights and General Intangibles arising
     under or relating to each and every License (including, without limitation,
     (A) all  moneys due and to become due under any  License,  (B) any  damages
     arising out of or for breach or default in respect of any such License, (C)
     all other  amounts from time to time paid or payable under or in connection
     with any such License,  and (D) the right of Borrower to terminate any such
     License or to perform and to exercise all remedies thereunder); and,

          (iii) to the extent not otherwise included,  all Proceeds and products
     of any or all of the  foregoing.  All of the  property  referred to in this
     paragraph 2 is hereinafter collectively called the "Collateral."
<PAGE>
     3. Representations and Warranties.  Borrower covenants and warrants that as
of the date of this Security Agreement:

          (a) The Trademarks  are subsisting and have not been adjudged  invalid
     or unenforceable;

          (b) To the best of  Borrower's  knowledge,  each of the  Trademarks is
     valid and enforceable;

          (c)  There  is no  outstanding  claim  that  the  use  of  any  of the
     Trademarks violates the rights of any third person;

          (d)  Borrower  is the  sole and  exclusive  owner  of the  entire  and
     unencumbered  right,  title and interest in and to each of the  Trademarks,
     free and clear of any liens,  charges and encumbrances,  (including without
     limitation pledges,  assignments,  licenses, registered user agreements and
     covenants  by Borrower not to sue third  persons),  except for the Licenses
     referred to in Schedule I attached hereto;

          (e) Borrower has the right to enter into this  Security  Agreement and
     perform its terms;

          (f)  Borrower has used,  and will  continue to use for the duration of
     this Security  Agreement,  proper statutory notice,  where appropriate,  in
     connection with its use of the Trademarks; and

          (g)  Borrower has used,  and will  continue to use for the duration of
     this Security Agreement, consistent standards of quality in its manufacture
     of products sold under the Trademarks.

     4. Right of Inspection.  Borrower hereby grants to Lender and its employees
and  agents  the  right  to  visit   Borrower's   plants  and  facilities  which
manufacture,  inspect or store products sold under any of the Trademarks, and to
inspect the products and quality control  relating  thereto at reasonable  times
during regular business hours. Borrower shall use its best efforts to do any and
all acts required by Lender to ensure Borrower's  compliance with paragraph 3(g)
above.

     5. New Trademarks.  (a) If, before the Obligations  shall have been paid in
full,  Borrower  shall obtain rights to any new  trademarks,  the  provisions of
paragraph 2 shall  automatically  apply  thereto and Borrower  shall give Lender
prompt written notice thereof.  (b) Borrower grants Lender a  power-of-attorney,
irrevocable so long as the Factoring  Agreement is in existence,  to modify this
Security  Agreement  by amending  Schedule A to include  any future  trademarks,
including trademark registrations or applications appurtenant thereto covered by
this Security Agreement.

     6. Covenants. Borrower covenants and agrees with Lender that from and after
the  date of this  Security  Agreement  and  until  the  Obligations  are  fully
satisfied:

          (a) Further Documentation; Pledge of Instruments. At any time and from
     time to time,  upon the written  request of Lender,  Borrower will promptly
     and duly  execute  and  deliver any and all such  further  instruments  and
     documents  and take  such  further  action as Lender  may  reasonably  deem
<PAGE>
     desirable in obtaining the full benefits of this Security  Agreement and of
     the rights and powers herein granted,  including,  without limitation,  the
     filing of any  financing  or  continuation  statements  under the Code with
     respect to the liens and security  interests granted hereby.  Borrower also
     hereby  authorizes  Lender  to file  any  such  financing  or  continuation
     statement  without the  signature  of Borrower to the extent  permitted  by
     applicable  law. If any amount  payable under or in connection  with any of
     the Collateral shall be or become evidenced by any promissory note or other
     instrument,  such note or instrument shall be immediately pledged to Lender
     hereunder, duly endorsed in a manner satisfactory to Lender.

          (b)  Maintenance of Trademarks.  Borrower will not do any act, or omit
     to do any act,  whereby the Trademarks or any  registration  or application
     appurtenant  thereto,  may become  abandoned,  invalidated,  unenforceable,
     avoided,  avoidable,  or will otherwise diminish in value, and shall notify
     Lender  immediately  if it knows of any reason or has reason to know of any
     ground under which this result may occur.  Borrower shall take  appropriate
     action at its expense to halt the  infringement of the Trademarks and shall
     properly  exercise  its duty to control the nature and quality of the goods
     offered by any  licensees  in  connection  with the  Licenses  set forth in
     Schedule I.

          (c)  Indemnification.  (A)  Borrower  assumes all  responsibility  and
     liability  arising  from the use of the  Trademarks,  and  Borrower  hereby
     indemnifies  and holds Lender  harmless  from and against any claim,  suit,
     loss, damage or expense (including  reasonable attorneys' fees) arising out
     of Borrower's  operations  of its business from the use of the  Trademarks.
     (B) In any suit,  proceeding or action  brought by Lender under any License
     for any sum owing thereunder, or to enforce any provisions of such License,
     Borrower  will  indemnify  and keep  Lender  harmless  from and against all
     expense,  loss or  damage  suffered  by  reason  of any  defense,  set off,
     counterclaim,  recoupment  or  reduction  or  liability  whatsoever  of the
     obligee  thereunder,  arising out of a breach of Borrower of any obligation
     thereunder or arising out of any other agreement, indebtedness or liability
     at any time  owing to or in favor of such  obligee or its  successors  from
     Borrower,  and  all  such  obligations  of  Borrower  shall  be and  remain
     enforceable  against and only against Borrower and shall not be enforceable
     against Lender.

          (d)  Limitation  of Liens on  Collateral.  Borrower  will not  create,
     permit or suffer to exist, and will defend the Collateral  against and take
     such other action as is necessary  to remove any lien,  security  interest,
     encumbrance,  claim or right, in or to the Collateral,  and will defend the
     right,  title and  interest  of Lender in and to any of  Borrower's  rights
     under the  Licenses  and to the  Proceeds  thereof  against  the claims and
     demands of all persons whomever.

          (e) Limitations on  Modifications  of Licenses.  Borrower will not (i)
     amend,  modify,  terminate  or waive any  provision  of any  License in any
     manner which might materially adversely affect the value of such License or
     the Trademarks as Collateral,  without the written consent of Lender,  (ii)
     fail to exercise  promptly and  diligently  each and every  material  right
     which it may have under each License (other than any right of termination),
     without the prior  written  consent of Lender,  or (iii) fail to deliver to
     Lender a copy of each material demand,  notice or document sent or received
     by it relating in any way to any License or Trademark.

          (f) Notices.  Borrower  will advise  Lender  promptly,  in  reasonable
     detail,  (i) of any  lien or  claim  made or  asserted  against  any of the
     Collateral,  (ii)  of  any  material  change  in  the  composition  of  the
     Collateral, and (iii) of the occurrence of any other event which would have
     a material  adverse  effect on the value of any of the Collateral or on the
     security interests created hereunder.

          (g)  Limitation  on  Further  Uses of  Trademarks.  Borrower  will not
     assign, sell,  mortgage,  lease,  transfer,  pledge,  hypothecate,  grant a
     security  interest  in or  lien  upon,  encumber,  grant  an  exclusive  or
     non-exclusive  license,  or  otherwise  dispose  of any of the  Collateral,
     without prior written consent of Lender.
<PAGE>
     7. Lender's Appointment as Attorney-in-Fact.

          (a) Borrower  hereby  irrevocably  constitutes and appoints Lender and
     any officer or agent thereof, with full power of substitution,  as its true
     and lawful  attorney-in-fact  with full irrevocable  power and authority in
     the place and stead of  Borrower  and in the name of Borrower or in its own
     name,  from  time to time  in  Lender's  discretion,  for the  purposes  of
     carrying  out the  terms of this  Security  Agreement,  to take any and all
     appropriate  action and to execute any and all  documents  and  instruments
     which may be  necessary or  desirable  to  accomplish  the purposes of this
     Security  Agreement and,  without limiting the generality of the foregoing,
     hereby gives Lender the power and right,  on behalf of Borrower,  to do the
     following:

               (i) Upon the occurrence  and  continuance of an Event of Default,
          to ask, demand,  collect,  receive and give  acquittances and receipts
          for any and all moneys due and to become due under any License and, in
          the name of Borrower or its own name or otherwise,  to take possession
          of and endorse and collect any checks,  drafts, notes,  acceptances or
          other  instruments for the payment of moneys due under any License and
          to file any claim or to take any other  action  or  proceeding  in any
          court of law or equity or otherwise  deemed  appropriate by Lender for
          the  purpose  of  collecting  any and all such  moneys  due  under any
          License whenever payable;

               (ii) To pay or  discharge  taxes,  liens,  security  interests or
          other  encumbrances  levied  or placed on or  threatened  against  the
          Collateral,  to effect any repairs or any insurance  called for by the
          terms  of this  Security  Agreement  and to pay all or any part of the
          premiums therefor and the costs thereof; and

               (iii) Upon the occurrence and continuance of an Event of Default,
          (A) to  direct  any  party  liable  for any  payment  under any of the
          Licenses  to make  payment of any and all moneys due and to become due
          thereunder  directly  to  Lender  or as Lender  shall  direct;  (B) to
          receive  payment of and  receipt  for any and all  moneys,  claims and
          other  amounts  due and to  become  due at any time in  respect  of or
          arising out of any  Collateral;  (C) to  commence  and  prosecute  any
          suits,  actions  or  proceedings  at law or in  equity in any court of
          competent  jurisdiction  to collect the Collateral or any part thereof
          and to enforce  any other right in respect of any  Collateral;  (D) to
          defend any suit,  action or proceeding  brought against  Borrower with
          respect to any Collateral;  (E) to settle,  compromise,  or adjust any
          suit,  action  or  proceeding   described  above  and,  in  connection
          therewith,  to give such  discharges  or  releases  as Lender may deem
          appropriate;  and (F) generally to sell,  transfer,  pledge,  make any
          agreement with respect to or otherwise deal with any of the Collateral
          as fully and  completely  as though  Lender  were the  absolute  owner
          thereof for all purposes,  and to do, at Lender's  option all acts and
          things which Lender  deems  necessary to protect,  preserve or realize
          upon the Collateral and Lender's security  interest therein,  in order
          to effect  the  intent of this  Security  Agreement,  all as fully and
          effectively as Borrower might do.

     This power of attorney  is a power  coupled  with an interest  and shall be
irrevocable.  Notwithstanding the foregoing,  Borrower further agrees to execute
any additional documents which Lender may require in order to confirm this power
of  attorney,  or which  Lender may deem  necessary to enforce any of its rights
contained in this Security Agreement.

          (b) The powers conferred on Lender hereunder are solely to protect its
     interests  in the  Collateral  and  shall  not  impose  any duty upon it to
     exercise any such powers. Lender shall be accountable only for amounts that
     it actually receives as a result of the exercise of such powers and neither
     it nor  any of its  officers,  directors,  employees  or  agents  shall  be
     responsible  to Borrower for any act or failure to act,  except for its own
     gross negligence or willful misconduct.
<PAGE>
          (c) Borrower also authorizes Lender to execute, in connection with the
     sale  provided  for in  paragraph  10(b) of this  Security  Agreement,  any
     endorsements,  assignments  or other  instruments of conveyance or transfer
     with respect to the Collateral.

     8.  Execution of Power of Attorney.  Concurrently  with the  execution  and
delivery hereof,  Borrower is executing and delivering to Lender, in the form of
Schedule  II  hereto,  ten  (10)  originals  of a  Power  of  Attorney  for  the
implementation  of the  assignment,  sale or other  disposal  of the  Trademarks
pursuant to paragraph 7 hereof.

     9.  Performance by Lender of Borrower's  Obligations.  If Borrower fails to
perform or comply with any of its  agreements  contained  herein and Lender,  as
provided for by the terms of this Security  Agreement,  shall itself  perform or
comply, or otherwise cause performance or compliance,  with such agreement,  the
reasonable  expenses of Lender incurred in connection  with such  performance or
compliance shall be payable by Borrower to Lender on demand and shall constitute
Obligations secured hereby.

     10. Remedies, Rights Upon Event of Default.

          (a) If an Event of Default shall occur and be continuing:

               (i) All payments received by Borrower under or in connection with
          any of the  Collateral  shall be held by Borrower in trust for Lender,
          shall be segregated  from other funds of Borrower and shall  forthwith
          upon receipt by Borrower,  be turned over to Lender,  in the same form
          as  received  by Borrower  (duly  endorsed  by Borrower to Lender,  if
          required); and

               (ii) Any and all such  payments so  received  by Lender  (whether
          from Borrower or otherwise) may, in the sole discretion of Lender,  be
          held by Lender as collateral  security for, and/or then or at any time
          thereafter  applied in whole or in part by Lender  against  all or any
          part of the  Obligations  in such  order as Lender  shall  elect.  Any
          balance of such payments held by Lender and remaining after payment in
          full of all the  Obligations  shall  be paid  over to  Borrower  or to
          whomsoever may be lawfully entitled to receive the same.

          (b) If any Event of Default shall occur and be continuing,  Lender may
     exercise in addition to all other rights and remedies granted to it in this
     Security  Agreement  and in any other  instrument  or  agreement  securing,
     evidencing  or relating to the  Obligations,  all rights and  remedies of a
     secured  party under the Uniform  Commercial  Code.  Borrower  shall remain
     liable for any deficiency if the proceeds of any sale or disposition of the
     Collateral are insufficient to pay all amounts to which Lender is entitled.
     Borrower  shall also be liable  for the  reasonable  fees of any  attorneys
     employed  by  Lender  to  collect  any such  deficiency  and also as to any
     reasonable   attorney's  fees  incurred  by  Lender  with  respect  to  the
     collection of any of the Obligations and the enforcement of any of Lender's
     respective rights hereunder.

     11. Termination.  At such time as Borrower shall completely pay in full all
of the  Obligations  and the Factoring  Agreement is  terminated,  this Security
Agreement  shall  terminate and Lender shall execute and deliver to Borrower all
such releases,  deeds,  assignments and other instruments as may be necessary or
proper to  re-vest in  Borrower  full  title to the  Trademarks,  subject to any
disposition thereof which may have been made by Lender pursuant hereto.
<PAGE>
     12.  Notices.  Any notice to Lender shall be deemed to have been duly given
when deposited in the mail, first class, postage prepaid, addressed to Lender at
119 West 40th Street,  New York, New York 10018,  Attention:  Thomas Pizzo.  Any
notice to  Borrower  hereunder  shall be deemed  to have  been duly  given  when
deposited in the mail, first class postage prepaid, addressed to BREAKING WAVES,
INC.  at 112 WEST  34TH  STREET,  New York,  New York  10120  Attention:  Jeanne
Falleta.

     13. No Waiver.  No course of dealing between  Borrower and Lender,  nor any
failure to exercise,  nor any delay in  exercising,  on the part of Lender,  any
right,  power or privilege  hereunder  or under the  Factoring  Agreement  shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  of any
right, power or privilege  hereunder or thereunder preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.

     14. Cumulative  Remedies.  All of Lender's rights and remedies with respect
to the Collateral,  whether established hereby or by the Factoring Agreement, or
by any other  agreements  or by law,  shall be  cumulative  and may be exercised
singularly or concurrently.

     15. Severability.  The provisions of this Security Agreement are severable,
and if any clause or provision shall be held invalid and  unenforceable in whole
or in part in any jurisdiction,  then such invalidity or unenforceability  shall
affect only such clause or provision, or part thereof, in such jurisdiction, and
shall  not  in  any  manner  affect  such  clause  or  provision  in  any  other
jurisdiction,  or any  other  clause  or  provision  of  this  Agreement  in any
jurisdiction.

     16. No Modification  Except in Writing.  This Security Agreement is subject
to modification  only by a writing signed by the parties,  except as provided in
paragraphs 5 and 7.

     17.  Successors  and Assigns.  The  benefits  and burdens of this  Security
Agreement  shall  inure to the  benefit  of and be binding  upon the  respective
successors and permitted assigns of the parties.
<PAGE>
     18.  Governing  Law.  The  validity  and  interpretation  of this  Security
Agreement and the rights and obligations of the parties shall be governed by the
laws of the State of New York.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement under
seal as of the day and year first above written.


WITNESS:                                    BREAKING WAVES, INC.


/s/____________________                        By:/s/ Harold Rashbaum
                                                      HAROLD RASHBAUM
                                                      PRESIDENT



WITNESS:                                    CENTURY BUSINESS CREDIT
                                            CORPORATION


_________________________                      By:/s/_______________________
                                               Name:
                                               Title:


<PAGE>
                                   SCHEDULE A


     Schedule A to a Trademark  Collateral  Security  Agreement dated August 14,
2000,  by  and  between  BREAKING  WAVES,  INC.,  and  CENTURY  BUSINESS  CREDIT
CORPORATION.

<TABLE>
<CAPTION>

Reg. No. or                                                                          Reg. or
Application No.                     Mark                      Country                Filing Date


<S>                                 <C>                       <C>                    <C>
1803781                             Breaking Waves            USA
2001786                             Small Waves               USA
2046136                             All Waves                 USA
Pending                             Coral Cove                USA
</TABLE>



<PAGE>
                                   SCHEDULE I
                                    LICENSES


NONE