EXECUTED 10/28/99

                         AGREEMENT FOR PURCHASE AND SALE
                            OF FINANCING ARRANGEMENTS

         This  Agreement for Sale and Purchase of Financing  Arrangements  (this
"Agreement")  is made as of the 29th day of October  1999 by and  between  Metro
Factors, Inc., a Texas corporation ("Buyer") and Allstate Financial Corporation,
a Virginia corporation ("Seller").

I.       RECITALS

         WHEREAS, Seller desires to offer for sale to Buyer and Buyer desires to
purchase  from  Seller,  on the terms and  subject to the  conditions  set forth
herein,  all rights and certain  obligations of Seller pursuant to those certain
factoring  and other  lending  agreements  by and  between  Seller and  Assigned
Clients as identified herein (the "Financing Agreements").

         WHEREAS,  Buyer and Seller are each in the  business  of,  among  other
things,  originating,  buying,  servicing and selling, and otherwise dealing in,
factoring  of  accounts  receivable  in the  ordinary  course  of each of  their
respective businesses, and lending on an occasional basis.

         WHEREAS, Buyer and Seller desire to enter into this Agreement to govern
the sale and purchase of such Financing Arrangements.

         NOW,  THEREFORE,  in consideration of the above recitals and the mutual
covenants contained herein, the parties hereto agree as follows:

II.      INCORPORATION BY REFERENCE

         The  Recitals  to  this  Agreement  are  incorporated  herein  by  this
reference thereto as though restated in their entirety herein.

III.     DEFINITIONS

         Whenever  used in this  Agreement,  the  following  words and  phrases,
unless the context otherwise requires, shall have the following meanings:

A. ACCOUNTS:  All presently  existing and hereafter created  accounts,  accounts
receivable,  contract rights and general  intangibles  relating thereto,  notes,
drafts and other forms of  obligations  owed to or owned by any Assigned  Client
arising or resulting  from the sale of goods or the rendering of services by any
such  Assigned  Client,  all  proceeds  thereof,  all  guaranties  and  security
therefor,  and all goods and rights  represented  thereby  or arising  therefrom
including,  but not limited to, the right of stoppage in transit,  replevin  and
reclamation.

B.  ACCOUNT  DEBTOR:  The  person,  firm,  corporation  or other  entity that is
obligated to make payment on an Account.

         C. ACCOUNT  DEBTOR  CREDITS:  Open credits  reflected on Seller's books
which  cannot be allocated  to a specific  unpaid  Account and may be payable to
Account Debtors, also referred to as "Exchanges" on Seller's FMIS Reports.

         D.       ACCOUNT PAYMENTS:  All payments on Accounts by Account Debtors
 or others.

         E.  ACCOUNT  PURCHASE  PRICE:  The price paid by Seller for an Assigned
Client's Account(s) pursuant to the terms of a Factoring Agreement,  which price
is reflected on Seller's FMIS Reports as "Gross Purchase."

         F.  AFFILIATE  GUARANTIES:  Those  certain  guaranties  of the Assigned
Clients'  affiliated  entities pursuant to which the collections of the Assigned
Clients' Accounts are guaranteed.

         G.  AGREEMENT:  Shall mean this  Agreement  as same may be amended  and
supplemented  from time to time. The parties agree that this Agreement  shall be
used as the master sale and purchase agreement for those Financing  Arrangements
purchased by Buyer from Seller in the future, unless otherwise agreed in writing
by the parties.

         H. AMOUNT AT RISK: The Account Purchase Price, less collections to date
as  reflected  on  Seller's  FMIS  Reports  as  "Collections",  less any  unpaid
holdbacks,less discounts owed, plus uncollected  adjustments,  plus or minus any
items in the Assigned  Client's general ledger accounts as reflected on the "Net
Out Report"  generated by Seller's  FMIS  Reports,  plus the balance of Assigned
Client  Loans,  the subtotal of which is the "Net Out  Subtotal" on the "Net Out
Report"  ($6,044,937.44 as at October 28, 1999), less fifty percent (50%) of the
Earned Discounts ($54,685.13 as at October 28, 1999). *

         I.  AMOUNT DUE  ASSIGNED  CLIENTS:  The  credit  balance  reflected  on
Seller's books which is due to Assigned Clients as of such date, or which,  with
the  passage of time or  otherwise,  may  become due by Seller to such  Assigned
Clients  arising  out  of  the  purchase  of  Accounts   pursuant  to  Financing
Agreements, also referred to as the "Discount Owed" on Seller's FMIS Reports.

J.       ASSIGNED  CLIENT:  Any entity  included  in  Assigned  Client  Group
 One,  Assigned  Client  Group Two, or Assigned Client Group Three.

         K.       ASSIGNED CLIENT GROUP ONE:

                  *





L.       ASSIGNED CLIENT GROUP TWO:

                  *









M.       ASSIGNED CLIENT GROUP THREE:

                  *











SCHEDULE  A  attached  hereto,  sets  forth a general  description  of each of
 the above  Assigned  Client Financing Arrangements. *

N. BASE LENDING RATE:  The Base Lending Rate from time to time  published as the
"Prime Rate" in The Wall Street Journal, on the date such Base Lending Rate must
be determined.

O.       ASSIGNED CLIENT LOANS:

                  *








ASSIGNED CLIENT LOANS ( Con't):

*

























P.       CLOSING DATE:  shall mean October 29, 1999.

Q.       COLLATERAL:  shall mean the  property  which is the  security  for the
Accounts,  the  Accounts  Purchase Price, Client Loans and all other Obligations

R. DEDUCTIBLE COSTS AND EXPENSES:  Those costs and expenses incurred by Buyer in
connection with the Financing  Arrangements  limited to the following;  and with
respect  items 2 through  10 below,  only to the  extent  they are  specifically
charged to Assigned Clients, in each case:

     1) Interest at the Base Lending Rate with  allowance for the same number of
collection days as provided in the Financing Arrangements.

     2)  Buyer's  cost  of  wire  transfers  and ACH  transfers  as same  may be
increased of decreased  after the Closing Date. Such fees as of the Closing Date
are $8.50 for domestic wire transfers,  $25.00 for international wire transfers,
and $2.00 for ACH transfers.

     3) Per diem charges of field auditor per Factoring Agreement.

     4) Buyer's out-of-pocket expenses incurred in connection with field auditor
related to the Financing Arrangements.

     5)  Buyer's  out-of-pocket  professional  fees  and  expenses  incurred  in
connection with the interpretation or enforcement of the Financing  Arrangements
including, but not limited to, attorney's, accountants, and expert witnesses. If
Buyer's  in-house  general  counsel  is used in lieu of an  outside  independent
attorney,  such in-house general  counsel's time shall be charged at the rate of
$25.00 per quarter hour or part thereof.

     6) Buyer's  cost of  expedited  delivery  services  and  postage at current
postage rate.

     7) Long  distance  telephone  expense  at the  rate of $.50  per  call  for
purposes of collection of Accounts related to the Financing Arrangements.

     8) $.50 per  invoice or past due  statement  mailed to  Account  Debtors in
connection with the Financing Arrangements.

     9) Buyer's  cost of credit  agency  reports  incurred  in  connection  with
Performing   credit  checks  of  Account   Debtors   related  to  die  Financing
Arrangements.

     10) Buyer's  cost of public  records  search and filing fees related to the
Financing Arrangements.

S.  EARNED  DISCOUNTS:  That  discount  due  Seller  pursuant  to the  Financing
Agreements with the following Assigned Clients:

                  *











T.       EARNED INTEREST: All interest due and payable pursuant to the Financing
Arrangements.

U. FACTORING OBLIGATIONS: Outstanding liabilities and commitments (contingent or
otherwise)  of Seller for advances  and other  financial  accommodations  to the
Assigned Clients pursuant to the Financing Agreements.

V.       FINANCING  AGREEMENTS:  The  Agreements  between  Seller and the
Assigned  Clients  pursuant to which the Financing Arrangements are specified.

W.       FINANCING  ARRANGEMENTS:   The  servicing  of  Assigned  Clients'
Accounts  pursuant  to  the  terms  and conditions of the Financing Agreements

and Assigned Client Loans, with the Assigned Clients.

X.       FINANCING  ARRANGEMENT  FILES:  All legal  documents  and credit files
in  connection  with the  Financing Arrangements, more particularly described in
Article IV.A herein.

Y.       FMIS  REPORTS:  Computer  software  program  used by Seller to record
transactions  related to  Accounts, payments on Accounts, and Client Loans.

Z. GROSS INCOME:  All fees and expenses of every kind and  character  including,
but not limited to, the following:

1)       Factor's commission/discount
2)       Interest
3)       Wire transfer fees
4)       ACH transfer fees
5)       Renewal fees
6)       Commitment fees
7)       Prefunding fees
8)       Charge back fees
9)       Repurchase fees
10)      Same day advance fees
11)      A.M. advance fees
12)      Per diem field audit fees
13)      Assigned Client field audit expenses
14)      Handling fees including postage at current postage rates, and any
 charges for long-distance phone usage

15)      Public records search and filing fees

16) Professional  fees and expenses (i.e.,  attorneys,  accountants,  and expert
 witnesses)

17)      Expedited delivery fees
18)      Supplemental Discount fees
19)      Credit investigation fees
20)      Minimum invoice fee
21)      Concentration fee
22)      Sticker and stamp fee

AA.      GUARANTIES:   The  Individual  Guaranties,   the  Corporate  Guaranties
collectively  and  the  Validity Guaranties.

CC.      INDIVIDUAL  GUARANTIES:  Those certain  Guaranties of the Assigned
Clients'  principals  pursuant to which the collections of the Assigned Clients'
Accounts are guaranteed.

DD.      OBLIGATIONS:  All advances,  debts,  liabilities,  obligations,
covenants and duties owing by an Assigned Client to Seller,  direct or  indirect
,  absolute or  contingent,  due or to become due,  now existing or hereafter
arising,  including,  without  limitation,  invoices for goods or services
purchased by an Assigned Client from any company whose  accounts are factored or
financed by Seller and  indebtedness  arising under any guaranty made by an
Assigned Client or issued by Seller on an Assigned Client's behalf pursuant to
the Financing Agreements.

EE.      PREFUNDING  OR  PREFUNDED:   Amounts  advanced  by  Seller  to
Assigned  Clients  for  which  no  invoice representing an amount due for goods
delivered or services rendered exists.

FF.      PREMIUM  INCOME:  The Gross  Income  received by Buyer from  Assigned
Client Group One,  Assigned  Client Group Two, and Assigned Client Group Three
after subtracting Deductible Costs and Expenses.

GG.      PURCHASE  PRICE (BASE):  The purchase price for the Financing
Arrangements  shall be the aggregate of the Amount at Risk for the Assigned
Clients as of the close of business Wednesday, October 27, 1999. ($5,990,252.31)

HH.      PURCHASE PRICE (PREMIUM).

                  *






II.      REPURCHASED  ACCOUNTS:  Accounts  designated  on Seller's  FMIS Reports
for which the payment  terms have been extended and the Account re-verified.

II.      UNPAID ACCOUNTS:  Accounts that the Account Debtor or other party has
not paid Seller in full.

JJ.      VALIDITY  GUARANTIES:  Those certain guaranties of the Assigned Clients
as to the Accounts'  existence and validity and the bona fide obligations of the
Account Debtors for the Accounts.

IV.      PURCHASE AND SALE OF FINANCING ARRANGEMENTS

A. CONVEYANCE OF FINANCING ARRANGEMENTS:  For each Financing Arrangement with an
Assigned  Client,  the Seller hereby sells,  transfers,  assigns,  sets over and
otherwise conveys to Buyer as of the Closing Date,  without recourse but subject
to the terms of this  Agreement,  all the  right,  title,  interest,  duties and
obligations of Seller in and to the Financing Arrangements;  including,  but not
limited to, those open and Unpaid  Accounts listed on the Aged Trial Balances as
of the opening of business on October 28, 1999, copies of which will be supplied
to Buyer by 9:00 AM Eastern  Time on the  Closing  Date (any  Prefunded  amounts
appearing  thereon  shall be  conspicuously  indicated  on the face of such Aged
Trial  Balance),   the  Financing   Arrangement  Files,  the  Obligations,   the
Collateral,  the Factoring  Obligations,  the Amount due Assigned  Clients,  the
Account  Debtor  Credits,  and the  Client  Loans.  Contemporaneously  with such
transfer,  Buyer agrees to make available,  and Seller agrees to purchase, a one
hundred  percent  (100%)  participation  interest  in  the  Client  Loans,  such
participation  being more  particularly  described  in Article XII hereof.  Each
Financing  Arrangement File shall be delivered by Seller to Buyer or a custodian
designated  by  Buyer,  in  exchange  for a  receipt  therefor.  Each  Financing
Arrangement File shall contain the following documents:

1)       The original Factoring Agreement;

2)                         The  original  notes  and/or  agreements   evidencing
                           Assigned Client Loans, properly endorsed to Buyer and
                           all related documentation;

3)       All original Individual Guaranties, if applicable;

4)       All original Affiliate Guaranties, if applicable;

5)       All original Validity Guaranties, if applicable,

6)                         The original  resolutions of the Assigned  Client and
                           any Affiliate Guarantor  authorizing their actions in
                           connection with the Financing Arrangements;

7)                         Original UCC-2 or UCC-3  Assignments,  as applicable,
                           assigning the interests in personal property security
                           and any  other  collateral  security  secured  by all
                           UCC-1   Financing    Statements   relating   to   the
                           obligations  signed  by  Seller  in blank in form for
                           filing in the applicable public recording office;

8)       Any and all amendment modifications, supplements, and waivers related
to any of the foregoing;

9)       All notification letters;

10)      All Account Debtor credit files;

11)      The operative documents creating the Client Loans, if any, and

12)      Any and all other  documents,  instruments,  collateral  agreements,
and assignments and endorsements for all documents, instruments and collateral
agreements, referred to in the Financing Agreements, or related thereto,
including, without limitation and without duplication of items 1 through 11
hereof and all files, books, papers, ledger cards, reports and records including
, without limitation, loan applications, Borrower financial statements, credit
reports and appraisals, relating to the Financing Agreements, all cash receipts
records related to the Financing Arrangements for the period commencing 60 days
prior to the Closing Date and any other documents, certificates, papers or
records relating to the Financing Arrangements in Seller's possession as of the
Closing Date. Seller shall not destroy or fail to maintain control of and
accessibility to any other records relating to the Financing Arrangements in
Seller's possession as of the Closing Date without giving Buyer at least ten
(10) business days advance written notice of its intent to do so, in which case
Buyer may take possession of all such records.

                  Notwithstanding   the   foregoing,   in  the  event  that,  in
connection  with any Financing  Arrangement,  Seller cannot  deliver an original
counterpart  of  any of the  documents  required  to be  delivered  pursuant  to
Articles IV.A. 1-7 above,  Seller shall  deliver,  or cause to be delivered,  to
Buyer a duplicate original or true copy of such document certified by Seller.

                  Notwithstanding the foregoing, in the event that Seller cannot
deliver to Buyer any UCC-2 or UCC-3  Assignment  with the filing  information of
the UCC-1 Financing  Statement being assigned,  solely because of a delay caused
by the  public  filing  office  where such UCC-1  Financing  Statement  has been
delivered  for filing,  Seller shall deliver or cause to be delivered to Buyer a
photocopy of such UCC-2 or UCC-3  Assignment  with the filing  information  left
blank. Seller, promptly upon receipt of the applicable filing information of the
UCC-1 Financing Statement being so assigned, shall deliver to Buyer the original
UCC-2 or UCC-3  Assignment  with all  appropriate  filing  information set forth
thereon.

B.  ADDITIONAL  SELLER  CLOSING  DELIVERIES.  In  addition  to the  items  to be
delivered by Seller to Buyer under Article  IV.A.  Seller shall deliver or cause
to be delivered to Buyer the following:

     1) A Limited  Power of Attorney  from Seller in favor of Buyer which covers
Buyer's ability to endorse, as Buyer deems necessary or appropriate,  any checks
received  payable  to Seller in  connection  with the  Accounts  which  shall be
satisfied  by delivery of this  Agreement  containing  such power of attorney in
Article X.

     2)  UCC-2 or  UCC-3  Amendments  reasonably  deemed  necessary  by Buyer to
properly reflect the transactions contemplated by this Agreement.

     3) Release from IBJ Whitehall  Business  Credit  Company f/k/a IBJ Schroder
Bank & Trust Company (Bank) of Bank's security  interest in all of the Financing
Arrangements  sold and assigned to Buyer pursuant to this Agreement in such form
and substance as is acceptable to Buyer.

C.  REFERRALS.  Seller  hereby  agrees,  for a period of two (2) years after the
Closing Date,  to refer to Buyer all inquiries  made to Seller for the factoring
services formerly provided by Seller that fall within Buyer's defined parameters
for such transactions.  Such referrals shall be transmitted via facsimile to the
attention  of  Richard   Worthy  at  (214)   987-7306  in  exchange  for  normal
commissions. Buyer agrees, for a period of two (2) years after the Closing Date,
to refer to Seller  all asset  based  lending  inquiries  made of Buyer  falling
within  Seller's  defined  parameters for such loans.  Such  referrals  shall be
transmitted  via  facsimile  to the  attention  of Charles  G.  Johnson at (703)
931-2034 in exchange for normal commissions.

D. PAYMENT ARRANGEMENTS.  The Purchase Price (Base) shall be paid before 3:00 PM
Eastern Time on the Closing  Date,  in  immediately  available  funds,  less the
aggregate  Assigned  Client Loan balance on such date  ($1,528,796.16),  by wire
transfer in the amount of $4,461,456.16 to the following account:

IBJ Whitehall Bank & Trust Co.
ABA No. 026 00 7825
Account: Allstate Financial Corporation
No. 43589603

Upon payment of the Purchase Price (Base),  all  assignments to Buyer under this
Agreement  shall be  deemed  to have  FINALLY  AND  CONCLUSIVELY  OCCURRED.  THE
PURCHASE PRICE (PREMIUM)  SHALL BE PAID BY THE FIFTEENTH  (15TH) business day of
the month  immediately  following  the month for which such payments are due and
shall be  accompanied  by a report on a per Assigned  Client  basis  listing all
amounts of Gross Income and  Deductible  Costs and  Expenses by category.  Buyer
shall timely make  scheduled  payments of  principal  and interest to Seller for
Assigned Client Loans as set forth in Article III.O of this Agreement,  provided
such  Assigned  Clients  are not in  default  to Buyer  and  provided  that such
payments  shall be from funds due to the Assigned  Client by Buyer.  Payments of
the Purchase Price (Premium) and Assigned Client Loans shall be by wire transfer
in  immediately  available  funds  sufficient  to cover the  funding of Assigned
Clients  which is approved by Buyer.  Seller shall then wire transfer the amount
of  funding  approved  by Buyer to the  respective  Assigned  Clients as soon as
possible after Seller's  receipt of funds from Buyer.  Seller shall not purchase
any invoices  received  from the Assigned  Clients on or after the Closing Date.
All such invoices shall be purchased or not purchased at Buyer's discretion.

Nowtwithstanding the payment of the Purchase Price (Base), Seller shall continue
to purchase accounts under the Financing Arrangements for the period October 28,
and October 29, 1999. Buyer shall wire transfer to Seller on such dates funds an
amount equal to the advances to be made to the  Assigned  Clients.  Seller shall
not enter accounts purchased on such dates into the FMIS reports, and as between
Seller and Buyer,  such accounts shall be deemed to have been purchased by Buyer
from the Assigned Clients  effective the Closing Date. Such funds shall be wired
transferred to Seller as follows:

Bank of America
ABA No: 151-000-017
ACCOUNT: Allstate Financial Corporation
No. 000-1064-7097

E. PAYMENT OF CHARGES.  As between  Buyer and Seller,  Buyer will be liable for,
and will pay  directly,  all charges  imposed as a result of the purchase of the
Financing  Arrangements  hereunder for invoices purchased directly from Assigned
Clients by Buyer on or after Closing Date including,  without limitation,  sales
or use  taxes,  transfer  or other  taxes  and  governmental  charges  or levies
exclusive of charges  imposed upon, or measured by, the net income  attributable
to the factoring business of Seller, and Buyer shall indemnify and hold harmless
Seller from and against any reasonable  loss, cost,  expense,  penalty or damage
arising out of or relating to the failure of Buyer to pay the such charges.

V.       ALLOCATION OF COLLECTIONS

A. All monies  received by wire  transfer,  or otherwise  and posted to the FMIS
Reports  by  Seller  prior to the  close of  business  on  October  27,  1999 in
connection with the Assigned Clients shall be the property of Seller.

B. All monies  received by wire transfer,  or otherwise,  and posted to the FMIS
Reports  by Seller on or after the close of  business  on  October  28,  1999 or
received  by Seller but not posted to the FMIS  Reports in  connection  with the
Assigned  Clients  (excluding  funds wired to Seller by Buyer for the purpose of
funding  Assigned  Clients on October 28 and 29,  1999) shall be the property of
Buyer and shall be forwarded to Buyer on the next business day  following  their
receipt.

C.  Seller  shall,  on the  day  of  receipt,  send  to  Buyer  all  checks  and
correspondence  related to the Assigned  Clients  received by Seller on or after
the Closing Date via Federal  Express  "next  business  day"' service and charge
such delivery fees to Buyer's account.

D. If Seller receives any funds related to the Assigned  Clients on or after the
Closing Date,  Seller shall  immediately  cause to have the amount of such funds
wire  transferred to Buyer.  Buyer shall reimburse  Seller the cost of such wire
transfer and include such payment with payments made pursuant to Article IV.D of
this Agreement.  Further,  Seller shall immediately deliver to Buyer via Federal
Express any  documentation  Seller has which  explains the  application  of such
funds.

E. Seller agrees to cooperate with Buyer in transferring  control from Seller to
Buyer of the Lockbox  established for the collection of Accounts  purchased from
Joseph J. Sheeran, Inc. and until such change of control is accomplished, Seller
agrees to timely forward all funds received in such Lockbox and copies of checks
received therein together with all other  correspondence  received in connection
therewith.

VI.      REPRESENTATIONS AND WARRANTIES OF THE SELLER

A.  REPRESENTATIONS  AND  WARRANTIES OF SELLER -- GENERAL.  It is understood and
agreed by Seller and Buyer that as a material  inducement to Buyer to enter into
this Agreement, Seller hereby represents and warrants to Buyer as follows:

     1) Seller is duly organized,  validity  existing and in good standing under
the laws of the  state in which it is  domiciled,  and is duly  qualified  to do
business in all  jurisdictions  wherein the  character of the property  owned or
leased  or the  nature  of the  business  transacted  by it makes  qualification
necessary.

     2)  The  execution  and  delivery  of  the  Agreement  by  Seller  and  the
performance  by Seller of the  obligations  to be performed by it hereunder have
been duly  authorized by all necessary  corporate or other  similar  action.  At
least one(1) business day prior to the Closing Date, Seller shall have delivered
to Buyer certified copies of relevant corporate or similar resolutions.

     3) The  execution  and  delivery  of  this  Agreement  by  Seller  and  the
performance by Seller of the obligations to be performed by it hereunder do not,
and will not, violate any provision of any law, rule,  regulation,  order, writ,
judgment,  injunction,  decree,  determination  oil or award presently in effect
having applicability to Seller of to the character or bylaws of Seller.

     4) The  execution  and  delivery  of  this  Agreement  by  Seller  and  the
performance by Seller of the  obligations to be performed by it hereunder do not
and will not result in a breach of, or constitute a default under, any indenture
or local or credit  agreement or any other  agreement,  lease or  instrument  to
which  Seller  is a party  or by  which  it or its  properties  may be  bound or
affected.

     5) This Agreement constitutes,  when duly executed and delivered by Seller,
a legal,  valid and binding  obligation  of Seller  enforceable  against  Seller
according to its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization,  receivership, moratorium, or similar laws affecting
creditors' rights in general, including equitable remedies.

     6) Seller has not engaged the services of a broker or other  representative
for the purpose of selling the Financing Arrangements and no commission or other
fee is due to any  other  party in  connection  with  the sale of the  Financing
Arrangements hereunder.

     7) At least one(1) business day prior to the Closing Date Seller shall have
delivered to Buyer  original  copies of written  consents to this Agreement duly
executed by any and all  parties  who have a lien and/or a security  interest in
any of the Financing Arrangements which are sold and assigned to Buyer hereunder
together  with such  parties'  agreement  to execute  any and all UCC-2 or UCC-3
forms or other documents necessary to evidence termination of such parties' lien
and/or security interests in all of such Financing  Arrangements upon payment by
Buyer of that  portion of the Purchase  Price  (Base)  specified in Article IV.D
above.


B. REPRESENTATIONS AND WARRANTIES OF SELLER AS TO EACH FINANCING ARRANGEMENT. It
is  understood  and agreed by Seller and Buyer that as a material  inducement to
Buyer to enter into this  Agreement,  Seller hereby  represents and warrants the
following to Buyer as of the Closing Date;

     1)  Seller  is the  sole  owner  of and has  good  title  to the  Financing
Arrangements.  Seller has not sold, assigned or otherwise  transferred any right
or interest in or to any of the Financing  Arrangements  to any party other than
Bank.

     2) Seller  represents  and  warrants  to Buyer  that each of the  Financing
Arrangements  to be sold by Seller to Buyer at the Closing Date will be genuine,
legal, valid and binding obligations of each of the Assigned Clients thereto and
that  all  subordinations  necessary  for  Buyer to have a first  lien  security
interest in all of Assigned Client's  presently  existing and hereafter acquired
accounts  receivable  exist  or will be  granted  by any  holder  of a  security
interest or lien in or on such accounts  receivable  that is superior to Buyer's
security interest absent such subordination.

     3) That as of the Closing Date, the Amount at Risk for each Assigned Client
shall not exceed the  contractual  advance  rate as  stipulated  in the  related
FactoringAgreement,  i.e.,  there will exist no "over  advance" to any  Assigned
Client other than the Client Loans and over  advances  specifically  approved by
Buyer.

     4) Seller  represents  and warrants that all of the Financing  Arrangements
and Accounts are assignable without the consent of the Assigned Clients.

VII.     REPRESENTATIONS AND WARRANTIES OF BUYER

         It is  understood  and  agreed by Seller  and Buyer  that as a material
inducement to Seller to enter into this  Agreement  Buyer hereby  represents and
warrants to Seller, as follows:

A. Buyer is an organization as set forth in the introductory article and is duly
organized,  validly  existing and in good standing under laws  applicable to its
organization's existence.

B. The execution and delivery of this Agreement by Buyer and the  performance by
Buyer  of  the  obligations  by it to be  performed  hereunder  have  been  duly
authorized by all necessary corporate resolutions.

C. The execution and delivery of this Agreement by Buyer and the  performance by
Buyer of the  obligations by it to be performed  hereunder do not, and will not,
violate any provision of any law,  rule,  regulations,  order,  writ,  judgment,
injunction,   decree,   determination   or  award  presently  in  effect  having
applicability to Buyer or to the charter or bylaws of Buyer.

D. This  Agreement  constitutes,  when duly executed and  delivered by Buyer,  a
legal, valid and binding obligation of Buyer enforceable against Buyer according
to its  terms,  except  as  such  enforcement  may  be  limited  by  bankruptcy,
insolvency,  reorganization,  receivership, moratorium or similar laws affecting
creditors' rights in general, including equitable remedies.

E. Buyer has not engaged the  services of a broker or other  representative  for
the purpose of buying the Financing  Arrangements and no commission or other fee
is  due to any  other  party  in  connection  with  the  sale  of the  Financing
Arrangements hereunder.

F.  Buyer  is  a  sophisticated   investor  and  his  extensive   experience  in
consummating  transactions similar to those contemplated hereunder.  Buyer fully
understands and hereby  acknowledges  that it is fully and exclusively  assuming
the  risk  that  the face  amount  of the  Accounts  may not be  collected.  The
transactions  contemplated  by this  Agreement  are  exempt  from all  state and
federal securities laws.

VIII.    INDEMNIFICATION

A.  Seller  agrees to  protect,  indemnify,  and hold  Buyer and its  employees,
officers,  directors and agents (the "'Buyer Indemnities") harmless against, and
in respect of, any and all losses,  liabilities,  costs and EXPENSES  (INCLUDING
REASONABLE ATTORNEY'S FEES), JUDGMENTS, DAMAGES, CLAIMS, counterclaims, demands,
actions or proceedings, by whomsoever asserted, including but not limited to the
Assigned  Clients or  Account  Debtors,  against  any Buyer  Indemnities  or the
settlement or compromise of any of the foregoing,  providing,  however,  only if
any of the foregoing  arises out of, is connected  with or results from: (i) any
breach of any representations,  covenant or warranties made by Seller hereunder,
(ii) Seller's misapplication of credits for Collections; (iii) data entry errors
made by Seller on the FMIS Reports prior to the Closing  Date;  (iv) any actions
or omissions by Seller that is the basis of any claim or cause of action against
Buyer by or on behalf of any Assigned Client or Account  Debtor;  and (v) Seller
having  advanced  monies to an  Assigned  Client or Assigned  Clients  after the
earlier of  forty-five  (45) days after the filing of a  government  tax lien or
Seller's actual knowledge of the filing of such a lien.

B. Buyer  agrees to  protect,  indemnify,  and hold  Seller  and its  employees,
officers,  directors and agents (the "Seller Indemnities") harmless against, and
in respect of, any and all losses,  liabilities,  costs and expenses  (including
reasonable attorney's fees), judgments, damages, claims, counterclaims, demands,
actions or proceedings,  by whomsoever  asserted,  including but not limited to,
the Assigned Clients or Account Debtors,  against any Seller  Indemnities or the
settlement or compromise of any of the foregoing, providing, however, any of the
foregoing  arises out of, is connected  with or results from:  (i) any breach of
any  representations,  covenants or  warranties  made by Buyer  hereunder,  (ii)
Buyers  retention of any monies that do not  constitute  Collections of Accounts
beyond the time period  permitted  hereunder (iii) all Collections  returned for
insufficient  funds within  thirty (30) days of October 27,  1999;  and (iv) any
actions or  omissions by Buyer that is the basis of any claim or cause of action
against Seller by or on behalf of any Assigned Client or Account Debtor.

IX.      COVENANT NOT TO SOLICIT CLIENTS

         For a period of two (2) years from and after the Closing Date,  neither
Seller,  any of its  affiliates,  its parent nor any other  related  entity will
solicit any Assigned Client for any factoring services.

X.       BUYER'S LIMITED POWER OF ATTORNEY

         Seller hereby irrevocably  appoints Buyer as its  attorney-in-fact  for
the limited and  exclusive  purpose of endorsing  Collections  received by Buyer
after the Closing Date. Buyer hereby acknowledges that this power of attorney is
limited  only to  Collections  and Buyer  agrees to  indemnify  and hold  Seller
harmless  for  Buyer's   endorsement   of  any  items  that  do  not  constitute
Collections.

XI.      ADDITIONAL COVENANTS

     A. ADDITIONAL  BUYERS  COVENANTS.  In addition to the other  agreements and
obligations of Buyer hereunder, Buyer hereby agrees to:

     1) Within  five (5)  business  days after the Closing  Date,  file with the
appropriate United States Bankruptcy  Courts,  notices pursuant to Federal Rules
of  Bankruptcy   Procedure,   Rule  3001,  to  the  effect  that  the  Financing
Arrangements  have been assigned to Buyer for those  Assigned  Clients that have
file proceedings under Chapter 11 of Title II of the United States Code, if any,
Buyer shall  provide  Seller with  copies of all such  notices,  within five (5)
business days after filing.

     2) Within ten (10) business days after the Closing Date, file all necessary
or  appropriate  notices or documents  with the  appropriate  departments of the
United  States  government  in order to receive  consent from such United States
Government  Department of the assignment of any Account purchased  hereunder for
which the Account  Debtor is the United States  Government of any  department or
sub-division  thereof,  if any. Buyer shall use all  reasonable  best efforts to
obtain all such necessary consents to assignment within sixty (60) business days
after the  Closing  Date.  Buyer  shall  provide  Seller with copies of all such
documents or notices within five (5) business days after their transmittal.

     3) Prepare and deliver,  at Buyer's expense, to Seller for execution within
thirty (30) business days after the Closing Date all (UCC-2 or UCC-3 Assignments
necessary to assign Seller's security interests in the Collateral to Buyer.

     4) As soon as  possible  after  the  Closing  Date,  Buyer  shall  initiate
procedures to redirect all payments of collections to Buyer's address.

     5) At  closing,  provide  to  Seller  for its  execution,  a letter  to the
Assigned  Clients and  Account  Debtors  constituting  notice of due sale of the
Financing  Arrangements to Buyer with a directive to remit all Account  Payments
to Buyer.

     6) Prior to the  Closing  Date,  not  attempt to  renegotiate  the terms or
conditions  of any  Financing  ARRANGEMENT  WITH  ANY  ASSIGNED  CLIENT  AND NOT
INDICATE ITS INTENTION TO  renegotiate  any terms or conditions of any Financing
Arrangement  with any Assigned  Client,  except as may be approved in writing by
Seller.

         B. ADDITIONAL SELLER'S  COVENANTS.  In addition to the other agreements
and  obligations  of Seller  hereunder,  Seller hereby agrees to comply with all
reasonable  requests  for  information  or  assistance  by Buyer with respect to
Buyer's covenant in Article X.A.2 herein.

XII.     PARTICIPATION

         On the Closing Date, Seller shall purchase a one hundred percent (100%)
participation  interest in all Client Loans and in the  Collateral,  in form and
substance  acceptable to the parties;  it being understood and agreed,  however,
that in the event of a default by the  Assigned  Client and  liquidation  of the
Collateral,  the proceeds  therefrom  shall be  distributed as follows until the
parties shall have been paid in full:

1)                The proceeds of all  Accounts  shall be  distributed  first to
                  Buyer until Buyer has been paid in full, with the balance,  if
                  any, to be paid to Seller until paid in full.

2)                The proceeds of all  machinery,  equipment,  inventory and all
                  other  tangible  assets shall be  distributed  first to Seller
                  until Seller shall has been paid in full, with the balance, if
                  any, to be paid to Buyer until paid in full.

XIII.    MISCELLANEOUS

A.  CONFIDENTIALITY.  Buyer and Seller agree to keep the terms of this Agreement
confidential  except as  required  by legal  process,  until the  Closing  Date,
provided,  however that Buyer may  disclose to the  Assigned  Clients that it is
scheduled to purchase their  Financing  Arrangements on the Closing Date if such
is done in the process of attempting to renegotiate any Financing Arrangements.

B. ARBITRATION.  Any dispute,  controversy or claim arising under or in relation
to  this  Agreement  or any  modification  thereof,  shall  be  settled  only by
arbitration which shall be held in the City of Arlington, Virginia in accordance
with the laws of the State of Virginia and the rules of the American Arbitration
Association. The parties hereto consent to the jurisdiction of the courts of the
State of Virginia and of the United  States  District  Court for the District of
Virginia and further consent that any process or notice or other  application to
any court or a judge  thereof  may be  served  within  or  without  the State of
Virginia or the District of Virginia by certified  mail or by personal  service,
provided a reasonable  time for  appearance is allowed.  Judgment upon the award
rendered  by the  Arbitrator(s)  may be entered  in any State or  Federal  court
having jurisdiction thereof

C. WAIVER OF JURY TRIAL.  Each of the parties  hereto  agrees that if any issue,
claim,  controversy  or other matter  arising under or out of this  Agreement is
tried  in a court of law in any  jurisdiction,  such  trial or other  proceeding
shall be without a jury,  and each of the parties  hereto  expressly  waives its
right to a trial by jury in connection with any such trial or other proceeding.

D. SURVIVAL OF COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES: SUCCESSORS
AND ASSIGNS. All warranties,  representations and covenants made by either party
in this  Agreement or in any other  instrument  delivered by either party to the
other,  shall he  considered to have been relied upon by die other party (unless
otherwise agreed in writing by the parties) and shall survive the Closing Date.

E. SEVERABILITY. If any provision, or part thereof, of this Agreement is invalid
or unenforceable under any law, such provision,  or part thereof, is and will be
totally  ineffective to that  provision,  but the remaining  provisions,  or pan
thereof, will be unaffected.

F. ATTORNEYS' FEES.  Anything to the contrary  notwithstanding,  in the event of
any action at law, in equity,  arbitration  or otherwise  between the parties in
relation to this Agreement or any Loan or other instrument or agreement required
or purchased or sold  hereunder,  the  non-prevailing  party, in addition to any
other sums which such party shall be  required to pay  pursuant to the terms and
conditions of this  Agreement,  at law,  equity,  arbitration of otherwise shall
also be required to pay to the  prevailing  party all costs and expenses of such
litigation, including reasonable attorney fees.

G.  WAIVERS.  No waiver of any term,  provision or condition of this  Agreement,
whether by conduct or otherwise,  in any one or more instances,  shall be deemed
to be,  or  construed  as a  further  or  continuing  waiver  of any such  term,
provision  or  condition,  or any other term,  provision  or  condition  of this
Agreement.

H.  NOTICE.  Any notice or other  communication  in this  Agreement  provided or
permitted  to be given by one party to the other must be in writing and given by
personal  delivery by depositing  the same in the United States mail  (certified
mail,  return receipt  requested),  addressed to the other party to be notified,
postage  prepaid or by  facsimile  transmission.  For  purposes  of notice,  the
addresses of the parties shall be as follows:

SELLER: ALLSTATE FINANCIAL CORPORATION
2700 S. Quincy Street
Suite 540
Arlington, Virginia 22206
ATTENTION: Charles G. Johnson, President
(703) 931-2034 (fax)
(703) 931-2274 (phone)

BUYER: METRO FACTORS, INC.
Walnut Glen Tower
8144 Walnut Hill Lane
Suite 900
Dallas, Texas 752314316
ATTENT1ON: Richard Worthy, President
(214) 987-7306 (fax)
(214) 987-7315 (phone)

         The above  address may be changed  from time to time by written  notice
from one party to the other.

I. ASSIGNMENT.  Neither Buyer nor Seller shall without the prior written consent
of the other,  assign any of its rights or  obligations  hereunder  except  that
Buyer  may  assign  its  rights in the  Financing  Arrangements  to its  secured
lenders.

J.       CAPTIONS.  Article or other  headings  contained in this  Agreement
are for  reference  purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

K. ENTIRE  AGREEMENT.  This  Agreement and the  documents  referred to herein or
executed  concurrently  herewith  constitute  the entire  agreement  between the
parties hereto with regard to the subject matter hereof,  and there are no prior
agreements, understandings,  restrictions, warranties or representations between
the parties with respect thereto.

L.  GOVERNING  LAW.  This  Agreement  shall  be  governed  by and  construed  in
accordance  with the laws of the  State of  Virginia.  This  Agreement  shall be
interpreted fairly in accordance with its provisions and without regard to which
party drafted it.

M. SOLICITATION OF EMPLOYEES.  Seller agrees to cooperate with Buyer, at Buyer's
election,  in its efforts TO SECURE THE EMPLOYMENT SERVICES OF THOMAS FEVOLA AND
TIMOTHY  HAFFIELD on terms and conditions  acceptable to Buyer.  This Agreement,
however, is not contingent upon such employment.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                                  [SIGNATURE PAGE FOLLOWS]

<PAGE>

SELLER: ALLSTATE FINANCIAL CORPORATION,
a Virginia Corporation

By:___________/s/__________________
Charles G. Johnson, President
Date: October 28,1999

WIRE TRANSFER INSTRUCTIONS:

Bank of America
ABA No. 151-000-017
Account: Allstate Financial Corporation
No. 000-1064-7097


BUYER: METRO FACTORS, INC.,
a Texas corporation

By:___________/s/_______________
Richard G. Worthy, President
Date: October 28,1999

WIRE TRANSFER INSTRUCTIONS:

KeyBank National Association
ABA No. 041001039
Account: Metro Factors, Inc.
No. 1000598694