Exhibit 10.34

CENTURY BUSINESS CREDIT CORPORATION
119 WEST 40TH STREET
NEW YORK, NEW YORK  10018

                            RE: BREAKING WAVES, INC.
                              112 WEST 34TH STREET
                                    SUITE 502
                               NEW YORK, NY 10120

Gentlemen:

        We hereby request you to act as our sole Factor upon the following terms
and conditions, namely:

         1. We hereby agree to assign and sell,  and do hereby  assign and sell,
to you, and you hereby agree to purchase from us all  Receivables  acceptable to
you whether now existing or hereafter arising. For all purposes hereof, the term
"Receivables"  shall mean and include all  accounts,  contract  rights,  general
intangibles, chattel papers, instruments, documents and all forms of obligations
owing to us arising from or out of the sale of merchandise  and/or the rendition
of services, all proceeds thereof, all of our rights to merchandise  represented
thereby,  all of our rights under  insurance  policies  covering  merchandise or
services, all of our rights against carriers of said merchandise, and all of our
right, title, security interests and guarantees with respect to each Receivable,
including all rights of replevin and reclamation and stoppage in transit and all
other rights of an unpaid seller of merchandise or services.

         2. We shall submit to you the principal terms of each of our customers'
orders for your written credit approval. You may, in your discretion, approve in
writing  all or a portion of our  customers'  orders  either by  establishing  a
credit  line  limited  to a  specific  amount  for a  specific  customer,  or by
approving  all or a portion of a proposed  purchase  order  submitted  by us. No
credit  approval  shall be effective  unless in writing and unless the goods are
shipped or the services rendered within the time specified in our written credit
approval or within 30 days after the approval is given, if no time is specified.
No  written  credit  approval  or terms of sale shall be  changed  without  your
written  approval.  You shall have the right to withdraw your credit approval or
withdraw or adjust a credit line at any time before  delivery of  merchandise or
rendition  of  services.  You shall not be liable to any person or in any manner
for refusing to approve the credit of any customer. We shall execute and deliver
to you written schedules of all Receivables sold or assigned to you hereunder in
form  satisfactory  to you,  together with copies of customer's  invoices or the
equivalent and upon your request  conclusive  evidence of delivery for all goods
sold and all other  information  or documents  you may require.  All  customers'
invoices  shall be marked  payable to you in a manner  satisfactory  to you, and
<PAGE>
such marking of invoices as payable to you,  regardless of by whom done,  and/or
the  delivery  thereof  to you shall  constitute  an  assignment  thereof to you
whether  or  not  we  execute  any  specific   instrument  of  assignment.   All
remittances,  checks,  bills and accounts receivable and proceeds of sales shall
be your  property  and we agree to confirm your title  thereto by the  execution
from time to time of whatever  evidence of title you may deem desirable,  and we
further  authorize  you to endorse our name on any and all checks or other forms
of  remittances  received  in  payment  of  Receivables  whenever  you deem such
endorsement to be necessary to effect collection thereof. If any remittances are
made  directly to us, we shall hold the same in trust for your  benefit and your
property and will immediately  deliver to you the identical  checks,  documents,
instruments or moneys  received in the same form as received by us. We have been
advised that you may employ and we consent to your use of a lockbox  account for
the deposit of remittances received in payment of Receivables.

     3. We represent and warrant that each and every Receivable now or hereafter
assigned to you will cover a bona fide sale and delivery of merchandise  usually
dealt in by us or the  rendition  by us of services to customers in the ordinary
course of our business;  covers merchandise or services which have been received
and accepted by our  customers  without  dispute or claim of any kind or nature;
will be for an amount certain  payable in United States funds in accordance with
the terms of our invoice  covering said sale, which shall not be changed without
your written approval;  except for your security interest therein,  there are no
security  interests,  liens or encumbrances  thereon and it will at all times be
kept free and clear of same except in your favor; we have good title thereto and
the legal  rights to sell,  assign,  transfer  and set over the same to you; all
documents to be delivered to you in connection  therewith will be genuine and be
enforceable  against  our  customers  free and clear of any  offset,  deduction,
counterclaim, lien, encumbrance or any other claim or dispute (real or claimed),
including, without limitation,  claims or disputes as to price, terms, delivery,
quantity or quality and claims of release  from  liability or because of any act
of God, or a public enemy,  or war, or because of the  requirements of law or of
rules,  orders or regulations having the force of law. We agree to indemnify you
against any liability, loss or expense caused by or arising out of the rejection
of  merchandise  or services or claims or deductions of every kind and nature by
our  customers,  other than those  resulting  from  financial  inability  of our
customer, whose credit standing you have approved, to make payment. In the event
of our breach of any of the foregoing  representations  and/or  warranties,  you
shall have, in addition to all your other rights under this Agreement, the right
to  chargeback to us  immediately  the full amount of the  Receivables  affected
thereby  together  with  interest,  but such  chargeback  shall  not be deemed a
reassignment  thereof,  and  you  shall  retain  a  security  interest  in  such
Receivable and in the merchandise  represented  thereby until such Receivable is
fully  paid,  settled  or  discharged  or all our  Obligations  (as  hereinafter
defined) to you are fully satisfied.  You shall not, however,  have the right to
chargeback to us any  Receivable  approved by you which is unpaid solely because
of such customer's  financial inability to pay. We agree that you may limit your
purchase of Receivables arising from our sales to any one customer,  and in such
event,  and in any  instance in which you do not approve the credit  standing of
our  customer or the terms of sale,  you  nevertheless  agree to  purchase  such
Receivables from us and we shall sell and assign the same to you hereunder,  but
with full  recourse  to us in the event of  nonpayment  thereof  for any  reason
<PAGE>
whatsoever.  Except for those  invoices in the amount of $100 or less which have
been  approved as part of an aggregate  sale to a customer  exceeding  $100,  we
agree  that all  invoices  in the  amount  of $100 or less  shall  be with  full
recourse  to us in the event of  nonpayment  thereof  for any reason  whatsoever
regardless of whether or not you have approved the sale relating thereto.  As to
Receivables  purchased  by you with  recourse to us, you shall have the right to
charge the same back to us at any time, together with interest, if any. Advances
by you on account of any  Receivable  purchased by you with recourse to us prior
to  collection  thereof  shall be entirely in your  discretion in each and every
instance. Upon the occurrence of any breach of any representation or warranty or
any  chargeback  by you,  we  shall  promptly  pay you the  full  amount  of the
Receivable affected thereby.

     4.  We  shall  immediately  notify  you in  each  instance  of the  return,
rejection,  loss of or damage to merchandise  represented by any Receivable,  of
any request for extension of time to pay or request for credit or adjustment, or
of any merchandise  dispute or other dispute or claim relating to any Receivable
or to the  merchandise  or  services  covered  thereby  or tending in any way to
diminish the sum certain payable  thereon.  If any such dispute,  controversy or
claim  is not  promptly  settled  by us,  you  may,  if  you so  elect,  settle,
compromise,  adjust  or  otherwise  enforce  or  dispose  of  by  litigation  or
otherwise, any such dispute, controversy or claim, at our expense, and upon such
terms and  conditions as you in your sole  discretion  acting in a  commercially
reasonable manner shall deem proper,  but you shall have no obligation to do so.
We agree that,  after  assignment of  Receivables to you, we shall not grant any
allowances,  credits  or  adjustments  to  customers,  nor  accept any return of
merchandise,  without your prior written  consent in each  instance.  All credit
memoranda to be issued to any customer shall be furnished by us to our customers
so long as we simultaneously provide you with a copy thereof. You may charge our
account  with you $3.00 on each  invoice in respect of any credit  memoranda  or
change of terms. If any merchandise from the sale of which any Receivable arises
shall be returned by or recovered  from our customer or held subject to bill and
hold invoices,  we shall  forthwith pay you the full amount of such  Receivable,
either in cash or by the assignment of new Receivables hereunder, and until such
payment or assignment,  such  merchandise  shall be held by us in trust for your
benefit,  shall be segregated and identified by us as property held in trust for
your benefit,  and upon your request we shall, at our expense,  deliver the same
to you or for your account or upon your order to such place or places as you may
designate.  You may sell or cause  the  sale of any  such  merchandise,  at such
prices  and upon  such  terms as you may deem  proper,  and in the  event of any
public sale thereof, you may be the purchaser.  The proceeds of any such sale or
sales shall first be charged with the costs and expenses of any incident to such
sale, and the balance, if any, shall be credited to our account.
<PAGE>
     5. (a) You will send us a  monthly  account  current  as of the end of each
month.  Unless you receive our written objection to any account current rendered
by you within forty five (45) days after the mailing of such account current, it
shall be deemed accepted by us and shall become  conclusive and binding upon us.
All debit  balances shall be payable to you on demand and shall bear interest at
the rate of interest then in effect as hereinafter  provided  (herein called the
"Contract Rate");  such interest is payable to you daily but shall be charged to
our account  monthly as a cash advance  made by you to us. The Contract  Rate of
interest  hereunder  shall be equal to the Prime Rate (as  hereinafter  defined)
plus 1.75% per annum.  Such  Contract  Rate is based upon the highest  announced
prime,  base or reference rate charged by Wells Fargo & Co. to  substantial  and
responsible corporate commercial borrowers ("Prime Rate"). which is now 9.5% per
annum,  and is neither tied to any external rate of interest or index,  nor does
it  necessarily  reflect  the lowest rate of  interest  actually  charged to any
particular  class or category of customers  by such banks.  Such  Contract  Rate
shall be  increased  or  decreased  as the case may be,  as such  Prime  Rate is
increased  or  decreased  and to the  extent  thereof;  each  such  change to be
effective  as at the first of the month after the  related  change in such Prime
Rate; but in no event shall the Contract Rate of interest hereunder be less than
6% per annum nor in excess of the maximum  rate you are  permitted  to charge by
law.

     (b) On the last day of each  month,  you  shall  credit  our  account  with
interest on the average daily  balance of matured  funds and cash  collateral in
our account at the Prime rate minus 3% per annum.

     6. (a) The purchase price of Receivables  sold and assigned to you shall be
the net amount thereof, as herein defined, less the amount of your commission on
the  purchase  of such  Receivables  as provided  in  Paragraph  7 hereof.  Such
purchase  price,  less any  reserves  which you may have  established  as herein
provided and less any sums advanced, remitted or otherwise paid to us or for our
account or debited to our account  hereunder shall be payable by you to us three
(3) business days after collection of the Receivables purchased. However, if any
Receivable  as to which you have  approved  the credit  standing of the customer
<PAGE>
shall not be paid by reason of the customer's bankruptcy or insolvency, you will
pay us the  purchase  price  thereof  on the  first  business  day of the  month
following such customer's bankruptcy or insolvency.  You may, at our request but
in your  discretion,  make  advance  payments  to us on the  purchase  price  of
Receivables  prior to the  aforesaid  time or times of your  obligation  to make
payment thereof in an amount up to 85% of the net amount  thereof.  Such advance
payments,  which  shall be debited by you to our  account  with you,  shall bear
interest at the Contract Rate referred to in Paragraph 5 hereof from the date of
advance to three (3) business days after the date of actual collection, or where
applicable,  to the first  business day  following  the month of the  customer's
bankruptcy  or  insolvency.  You may  reserve out of the  purchase  price of all
Receivables  sold and  assigned to you an amount  which,  in your  judgment,  is
sufficient to protect you against possible returns, claims, allowances, expenses
and recourse to us on  Receivables  sold and  assigned to you and against  other
contingencies for which we may be chargeable hereunder. As used herein, the term
"net  amount" of  Receivables  shall mean the gross amount of  Receivables  less
returns,  allowances and discounts to customers upon shortest or longest selling
terms, as you may elect.

     (b) From time to time hereunder, we may request, and you in your discretion
agree to make additional advances in an amount at any time not to exceed the sum
of (i) the lesser of (x) $200,000 and (y) 100% of the amount of cash  collateral
pledged to you by us pursuant to documentation  in all respects  satisfactory to
you plus (ii) the  lesser of (x)  $1,150,000  and (y) 100% of the  undrawn  face
amount of a standby  letter of credit issued in your favor in form and substance
satisfactory to you issued by a bank satisfactory to you.

     (c) From  time to time we may  request  advances  from you in excess of the
advance formula set forth in paragraphs 6(a) and 6(b) hereof, or as from time to
time  adjusted  by you.  You may in your  sole  discretion  agree  to make  such
advances  (hereinafter called  "Overadvances").  It is understood by us that for
purposes of calculating an Overadvance,  you may consider the face amount of any
outstanding  acceptances  guaranteed by you as an advance which has been debited
to our account with you. Interest on Overadvances shall be at a rate of .25% per
annum in excess of the Contract Rate of interest as  calculated  pursuant to the
provisions of Paragraph 5 hereof;  provided  however,  if all  Overadvances  are
represented  by  acceptances,  then the rate  shall be .25% per annum  above the
acceptance  rate set forth in  Paragraph  14 of the  Letter  of Credit  Security
Agreement,  supplement hereto. All Overadvances are discretionary by you, may be
terminated at any time, and are payable on demand. Nothing herein shall limit or
restrict your right to adjust  advance  formulas  upward or downward  based upon
your lending  criteria which is established in your sole  discretion and on your
own collateral evaluations.
<PAGE>
     7. (a) For your  services  hereunder,  (i) you shall  receive a  commission
equal to seventy-five  hundredths of one (.75%) percent; and (ii) in the case of
any Receivables from a customer who is a debtor-in-possession, you shall receive
an  additional  commission  equal to no less  than one (1%)  percent  for 15 day
selling  terms  and two (2%)  percent  for 30 day  selling  terms,  of the gross
invoice amount of each Receivable,  which commission shall be due and payable by
us as of the date a  Receivable  arises,  and shall  then be  chargeable  to our
account with you.

     (b) The  minimum  factoring  commission  on each  invoice in respect of any
Receivable shall be $3.00.

     (c) Your charge  specified in Paragraph 7(a) hereof,  is based upon maximum
selling terms of 60 days, and no more extended terms or additional  dating shall
be granted by us to any customer without your prior written approval.  When such
approval is given by you,  your charge with respect to the  Receivables  covered
thereby shall be increased by an additional  one-quarter  of one (1/4%)  percent
for each  additional  thirty (30) days or portion  thereof of extended  terms or
additional dating.

     (d)  The  minimum  aggregate  factoring   commissions  payable  under  this
agreement for each contract year hereof shall be $24,00.00, which, to the extent
of any deficiency (after giving effect to commissions payable under subparagraph
(a)),  shall be chargeable  to our account with you  annually.  In the event you
terminate this Agreement at such time as no Event of Default shall have occurred
and be  continuing,  we  shall  not be  required  to pay the  minimum  aggregate
factoring commission for the contract year in which such termination occurs.

     8. Amounts  owing to you in respect of our  purchases  from other  persons,
firms or  corporations  factored by you or your parent,  subsidiary or affiliate
are to be considered as advances against our account with you and may be charged
by you to our account with you at any time whether  before or after the maturity
of such amounts.  If any tax by any governmental  authority (other than for your
income  and  franchise  taxes)  is or may be  imposed  on or as a result  of any
transaction  between us, or in respect to sales or the  merchandise  affected by
such  sales,  which you are or may be  required  to withhold or pay, we agree to
indemnify and hold you harmless in respect of such taxes,  and we will repay you
the amount of any such taxes,  which shall be charged to our account,  and until
we shall  furnish  you with  indemnity  therefor  (or supply  you with  evidence
satisfactory  to you that due provision for the payment  thereof has been made),
you may hold without  interest any balance  standing to our credit and you shall
retain your security interest in any and all collateral held by you.
<PAGE>
     9. As security for all "Obligations"  (as herein defined),  we hereby grant
to you a security  interest in, a general lien upon and/or a right of setoff of,
all  Receivables,  General  Intangibles  (as such term is defined in the Uniform
Commercial  Code),  all our credit  balances with you and all our claims against
you (whether now or hereafter  existing and whether arising under this Agreement
or otherwise),  and all our property of every kind and description,  tangible or
intangible,  at any time in your possession or subject to your control,  whether
now or  hereafter  existing  or now owned or  hereafter  acquired  and  wherever
located  including,  without  limitation,  any claims for tax  refunds  from any
governmental  authority due or to become due to the undersigned which claims are
hereby  assigned  to you.  As used  herein,  the term  "Obligations"  means  and
includes all loans,  advances,  indebtedness,  liabilities,  obligations,  debit
balances,  covenants  and  duties  owing  by us or any of  our  subsidiaries  or
affiliates  to you or your  parent,  subsidiary  or  affiliate of every kind and
description  (whether now or hereafter  existing and whether  arising under this
Agreement or otherwise,  including in connection with responding to our requests
for and furnishing us with information hereunder),  direct or indirect, absolute
or  contingent,  due  or to  become  due,  including,  without  limitation,  any
indebtedness,  liabilities or  obligations  owing by us to others which you have
acquired by  assignment,  participation  or  otherwise,  and further  including,
without limitation,  all interest,  fees, charges,  expenses and attorneys' fees
for  which  we are  obligated  hereunder.  We  agree  to  execute  such  further
instruments and financing statements as may be required by any law in connection
with the  transactions  contemplated  hereby  and to  cooperate  with you in the
filing or recording and renewal  thereof,  and we hereby  further  authorize you
(and appoint any person whom you  designate as our attorney  with power) to sign
our name on any such  instrument and on financing  statements  under the Uniform
Commercial Code.  Recourse to security shall not be required and we shall at all
times remain liable for the repayment on demand of all Obligations.

     10. Upon your  performance of any collateral  monitoring - namely any field
examination,  collateral analysis or other business analysis, the need for which
is to be determined by you and which monitoring is undertaken by you or for your
benefit,  an amount equal to $600 per day, per person,  for each person employed
to perform such monitoring  together with all costs,  disbursements and expenses
incurred by you and the person  performing such collateral  monitoring  shall be
charged to our account; provided,  however, so long as we are not in default the
collateral  monitoring  fees shall not  exceed  $3,000 per annum plus all costs,
disbursements  and  expenses  incurred  by you and the  person  performing  such
collateral  monitoring.  In  addition,  we will pay you all costs,  expenses and
liabilities  incurred,  including a reasonable  allowance for attorneys' fees in
connection  with  (a) the  execution  and  delivery  of this  Agreement  and any
agreement,  instrument or document  delivered  pursuant  hereto or in connection
<PAGE>
herewith  (collectively,  the "Other  Agreements"),  (b) any waiver,  amendment,
supplement,  consent  or  modification  hereof  or  thereof,  (c) the  filing or
perfecting of any security  interest in any collateral  securing the Obligations
or any guaranty therefor,  (d) obtaining or enforcing payment of any Obligation,
(e) the prosecution or defense of any action or proceeding concerning any matter
arising out of or connected with this Agreement,  any Other Agreement, or any of
the  Receivables  assigned  to you,  including,  without  limitation,  effecting
collection of Receivables whether by adjustments,  litigation or otherwise,  and
realization upon recovered or returned merchandise and defending successfully in
whole or in part any and all  actions  or  proceedings  brought  by us, (f) your
obtaining  performance  of the  Obligations  under this  Agreement  or any Other
Agreement,  including,  but not limited to, the  enforcement  or defense of your
security interests,  assignments of rights and liens as valid perfected security
interests, (g) any attempt to inspect, verify, protect, collect, sell, liquidate
or otherwise  dispose of any collateral for the Obligations,  (h) any appraisals
or re-appraisals of any property (real or personal) pledged to you as collateral
for the  Obligations  and (i) any  consultations  in connection  with any of the
foregoing.  All such costs and expenses together with all filing,  recording and
search fees,  taxes and interest payable by us to you shall be payable on demand
may be charged to our account and shall  constitute  Obligations  hereunder  and
shall be secured by the collateral therefor.

     We hereby indemnify and hold you and your affiliates,  and their respective
employees,  attorneys and agents (each, an "Indemnified Person"),  harmless from
and against any and all suits, actions,  proceedings,  claims, damages,  losses,
liabilities and expenses of any kind or nature whatsoever  (including attorneys'
fees and  disbursements  and other costs of investigation or defense,  including
those  incurred upon any appeal) which may be instituted or asserted  against or
incurred  by any  such  Indemnified  Person  as  the  result  of  any  financial
accommodation having been extended, suspended or terminated under this Agreement
or any Other Agreement or with respect to the execution, delivery,  enforcement,
performance  and  administration  of,  or in any  other  way  arising  out of or
relating to, this Agreement or any Other Agreement,  and any actions or failures
to act with respect to any of the foregoing,  except to the extent that any such
indemnified liability is finally determined by a court of competent jurisdiction
to have  resulted  solely from such  Indemnified  Person's  gross  negligence or
willful  misconduct.  NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO US
OR TO ANY OTHER PARTY FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES
WHICH MAY BE  ALLEGED AS A RESULT OF ANY  FINANCIAL  ACCOMMODATION  HAVING  BEEN
EXTENDED,  SUSPENDED  OR  TERMINATED  UNDER THIS  AGREEMENT OR ANY OTHER OR AS A
RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.
<PAGE>
     11.  We shall  not be  entitled  to  pledge  your  credit  for any  purpose
whatsoever.

     12. We waive  presentment  and protest of any  instruments  and all notices
thereof,  notice of default and all other notices to which we might otherwise be
entitled. We shall maintain, at our expense,  proper books of account. You shall
have the right to  inspect  and make  extracts  from  such  books and all of our
files,  records  and  correspondence  at all  reasonable  times.  All  sales  of
Receivables to you by us shall be deemed to include all of our right,  title and
interest to all of our books, records and files and all other data and documents
relating to each Receivable. During the term of this Agreement we shall not sell
or assign, negotiate,  pledge or grant any security interest in any Receivables,
Accounts,  General  Intangibles,  Contract  Rights or Goods  (as said  terms are
defined in Article 9 of the Uniform  Commercial Code) to any one other than you.
We shall furnish you with as many duplicate  customers' invoices as you may from
time to time  require.  We certify to you that our  address as set forth in this
Agreement is our mailing address, our chief place of business, and the office at
which our records  relating  to  Receivables  are kept.  We shall not effect any
change in our  mailing  address,  or in our chief place of  business,  or in the
office in which our records  relating to  Receivables  are kept,  without  first
giving you written notice within five (5) business days of the move.

     13. The term of this Agreement  shall begin as of the effective date hereof
and  continue  until  the  last day of the  twenty-fourth  month  hereafter  and
thereafter shall be automatically renewed from year to year unless terminated on
such last day of such  month or any  anniversary  thereof  by our  giving you at
least sixty (60) days prior  written  notice by  registered  or certified  mail,
return receipt requested. Notwithstanding the foregoing, we shall have the right
to terminate  this Agreement at any time by giving you at least ninety (90) days
prior written  notice  provided that if this Agreement is terminated by us prior
to the maturity date then in effect,  we shall pay you an early  termination fee
in the  amount of  $50,000  less any  factoring  commission  paid to you in such
contract  year. You shall have the right to terminate this Agreement at any time
by  giving us  ninety  (90)  days  prior  written  notice  provided  that if you
terminate  this Agreement at a time when no Event of Default shall have occurred
and be  continuing,  we  shall  not be  required  to pay the  minimum  aggregate
factoring  commission for the balance of the contract term.  Notwithstanding the
foregoing,  you may terminate this Agreement  without notice and all Obligations
shall, unless and to the extent that you otherwise elect, become immediately due
and  payable  without  notice or  demand  upon the  occurrence  and  during  the
continuance  of any one or more of the  following  events  (each  an  "Event  of
Default"):  (i) we fail to pay any Obligation  when due(ii) any  representation,
warranty or statement  made by us, any  Guarantor,  surety or other party liable
upon any Obligation  contained herein or in any instrument or document delivered
<PAGE>
pursuant hereto or in any other agreement,  instrument,  or document under which
we are  obligated  to you  should  at any  time be false  or  misleading  in any
material respect; (iii) failure to perform under and/or committing any breach of
this Agreement or in any instrument or document  delivered pursuant hereto or in
any other  agreement or document under which we are obligated to you; (iv) we or
any Guarantor, surety or other party liable upon any Obligation become(s) unable
to pay our or its debts as they  mature,  make(s) a general  assignment  for the
benefit of creditors,  suspend(s) the  transaction of our or its usual business,
convene(s)  or  cause(s)  to be  convened a meeting of our or its  creditors  or
principal creditors or take(s) advantage of the insolvency laws of any State, or
a case is  commenced  or a  petition  in  bankruptcy  or for an  arrangement  or
reorganization  under the Federal  Bankruptcy  Code is filed by or against us or
any such  other  party or a  custodian  or  receiver  (or other  court  designee
performing the functions of a receiver) is appointed for or takes  possession of
our or any such other party's assets or affairs or an order for relief in a case
commenced  under the  Federal  Bankruptcy  Code is entered;  (v) any  Guarantor,
surety or other party liable upon any  Obligations  shall die;  (vi) we shall be
dissolved;  (vii)  there  shall be issued or filed  against  us, any  Guarantor,
surety or other party  liable  upon any  Obligations,  any tax lien;  (viii) any
Guarantor  challenges the effectiveness of or seeks or purports to terminate the
effectiveness  of the applicable  Guaranty;  (ix) any Guarantor  fails to comply
with the provisions of the  applicable  Guaranty or (x) or there shall be issued
or filed against us any attachment,  injunction, execution, or judgment which is
not  removed   within   thirty  (30)  days  after  same  was  issued  or  filed.
Notwithstanding  any  termination  of this Agreement we shall continue to assign
Receivables to you and turn over all collections to you as herein provided until
all  Obligations  shall have been fully paid and satisfied,  and until then this
Agreement  shall  remain in full force and effect as to and be binding  upon us,
and you shall be entitled to retain your  security  interest in all existing and
future Receivables and other security and collateral.

     14.  Upon the  occurrence  of any of the  events of  default  specified  in
Paragraph  13 hereof,  you shall have all the rights and  remedies  of a secured
party under the Uniform  Commercial Code and other  applicable laws with respect
to all  collateral  in which  you have a  security  interest,  such  rights  and
remedies being in addition to all of your other rights and remedies provided for
herein.  You may sell or cause to be sold any or all of such collateral,  in one
or more  sales or  parcels,  at such  prices and upon such terms as you may deem
best, and for cash or on credit or for future delivery,  without your assumption
of any credit risk, and at a public or private sale as you may deem appropriate.
<PAGE>
Unless the collateral is perishable or threatens to decline speedily in value or
is of a  type  customarily  sold  on a  recognized  market,  you  will  give  us
reasonable  notice of the time and place of any  public  sale  thereof or of the
time after which any private sale or any other intended  disposition  thereof is
to be made.  The  requirements  of  reasonable  notice  shall be met if any such
notice is sent in accordance  with the notice  provisions of Paragraph 16 hereof
at least five (5) days before the time of the sale or disposition  thereof.  You
may invoice any such sale in your name or in our name, as you may elect,  as the
seller,  and in such latter event such invoice shall be marked payable to you as
provided in Paragraph 2 hereof. You may be the purchaser at any such public sale
and thereafter hold the property so sold at public sale,  absolutely,  free from
any claim or right of any kind, including any equity of redemption. The proceeds
of sale shall be applied first to all costs and expenses of and incident to such
sale,  including  attorneys' fees, and then to the payment (in such order as you
may  elect) of all  Obligations.  You will  return any excess to us and we shall
remain liable for any deficiency.

     15. We shall furnish to you, and we shall cause all,  corporate  guarantors
of the Obligations,  if any, to furnish quarterly financial statements within 60
days  after  the  end of each  of our  fiscal  quarters,  and  annual  financial
statements  within 105 days after the end of each of our  fiscal  years,  all in
form and  substance  acceptable  to you and  reviewed,  in the case of quarterly
statements,  and audited,  in the case of annual  statements,  by an independent
certified  public  accountant  acceptable to you. We shall cause all  individual
guarantors  of the  Obligations,  if any,  to  furnish to you  his/her  personal
financial statement in form and substance acceptable to you within 30 days after
each  anniversary  of the date on which  he/she  furnishes to you the first such
statement. We shall provide to you, upon request, a Certificate of Good Standing
from the Secretary of State of the state of incorporation of the undersigned and
from every state where the undersigned is qualified to do business.

     16.  Any  notice  or  request  hereunder  may be  given to us or you at the
respective  addresses  set forth below or as may  hereafter  be  specified  in a
notice  designated  as a change of address under this  Paragraph.  Any notice or
request  hereunder  shall be given by hand delivery,  overnight mail or telecopy
(confirmed  by overnight  mail).  Notices and requests  shall be, in the case of
those by hand delivery,  deemed to have been given when delivered to any officer
of the party to whom it is  addressed,  in the case of those by overnight  mail,
deemed to have been given one (1) business day after  deposit with the overnight
mail carrier, and, in the case of a telecopy, when confirmed.

Notices shall be provided as follows:
<PAGE>
         If to you:                         Century Business Credit Corporation
                                            119 West 40th Street
                                            New York, New York  10018
                                            Attention:  Thomas Pizzo
                                            Telephone:  (212) 703-3500
                                            Telecopier:  (212) 703-3639

         If to us:                          Breaking Waves, Inc.
                                            112 West 34th Street
                                            New York, New York  10120
                                            Attention:  Harold Rashbaum
                                            Telephone:  (212) 968-8303
                                            Telecopier:  (212) 967-8372

     17. We warrant that we are solvent, know of no present or pending situation
which could render us insolvent,  and we will remain  solvent during the term of
this  Agreement.  This Agreement is made and is to be performed under the law of
the State of New York and shall be governed by and construed in accordance  with
said law. Each of the parties to this Agreement  expressly  submits and consents
to the  jurisdiction of the Supreme Court of the State of New York in the County
of New York, with respect to any controversy  arising out of or relating to this
Agreement  or any  amendment or  supplement  thereto or to any  transactions  in
connection  therewith  and each of the parties to this  Agreement  hereby waives
personal  service of any summons or complaint  or other  process or papers to be
issued in any action or  proceeding  involving any such  controversy  and hereby
agrees that  service of such  summons or complaint or process may be made to the
other party in accordance with the provisions of Paragraph 16 hereof; failure on
the part of either party to appear or answer  within thirty (30) days after such
mailing  of such  summons,  complaint  or  process  shall  constitute  a default
entitling the other party to enter a judgment or order as demanded or prayed for
therein to the extent  that said Court or duly  authorized  Officer  thereof may
authorize or permit.  You and we do hereby waive any and all right to a trial by
jury in any such action or  proceeding.  In the event you commence any action or
proceeding  against  us,  we will not  assert  any  offset or  counterclaim,  of
whatever nature or description,  in any such action or proceeding. No failure or
delay by you in exercising any of your powers or rights  hereunder shall operate
as a waiver thereof;  nor shall any single or partial exercise of any such power
or right preclude other or further exercise thereof or the exercise of any other
right or power. Your rights,  remedies and benefits hereunder are cumulative and
not exclusive of any other rights, remedies or benefits which you may have. This
Agreement may only be modified in writing and no waiver by you will be effective
unless in writing  and then only to the extent  specifically  stated.  You shall
have the right to assign this Agreement and all of your rights  hereunder  shall
inure to the benefit of your successors and
<PAGE>
assigns;  and this  Agreement  shall  inure to the benefit of and shall bind our
respective successors and assigns.
<PAGE>
                                                     Very truly yours,

                                                     BREAKING WAVES, INC.



                                             By: /s/ Harold Rashbaum
                                                     Harold Rashbaum, President


Accepted at New York, New York

On September 12, 2000

                                                     CENTURY BUSINESS CREDIT
                                                     CORPORATION


                                              By:/s/_____________________

                                           Title:   _____________________