Exhibit 10.27
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                             STANDARD FUNDING CORP.
                            335 Crossways Park Drive
                            Woodbury, New York 11797
                         (516)364-0200 Fax (516)364-8497

August 5, 1997

Ms. Christine Montagna
Vice President
Fleet Bank
592 Fifth Avenue
New York, NY 10036

                                Re: Participation Program

Dear Ms. Montagna:

Pursuant to our discussion, we are hereby offering to sell to you and you are
hereby purchasing from us, without recourse to us, an undivided fractional 50%
participation interest (hereinafter called the "participation percentage") in:

            (i) our premium finance receivables listed on Schedule A (herein
called the "transaction") for a participation purchase price of $319.272.29,
which is an amount equal to the participation percentage of the present unpaid
balance on the transaction(s) which we warrant and represent to you are, to the
best of our knowledge and belief, a bona fide and enforceable obligation to pay;
and

            (ii) all documents evidencing or securing such transaction(s)
including, without limitation, the Underlying Agreements (as defined below); and

            (iii) the right to receive the participation percentage of the
proceeds of any collateral (including without limitation unearned premium
refunds) securing the transaction(s).

As long as the transaction(s) are not in default, and we receive payments
thereon in good funds, as shown in Schedule B, we will remit to you once each
month, to be applied against the net cash balance of your participation purchase
price, the participation percentage of each of the payments received by us
during the preceding month on the transaction(s), and will pay you, on or before
the 15th of each month, interest at the rate of
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7.65625% simple interest per annum, (based on a 6 month Libor + 2.25%) 365 day
year, (hereinafter called the "participation rate") on the average net cash
balance of your participation purchase price outstanding during the preceding
month in respect of the transaction(s). In the event that the transaction(s) or
any guarantors thereon are in default in any of their obligations to us with
respect to the transaction(s) and/or we proceed to cancel the policy or take any
other action that we may deem, in our sole discretion, necessary, proper or
advisable to protect our and your interest, and receive monies on the account of
the transaction(s), such monies will be disbursed in the following order:

            1.    All out-of-pocket expenses, including but not limited to
                  reasonable attorney's fees, costs of repossession, collection,
                  etc., incurred and/or anticipated shall be paid/reimbursed to
                  Standard Funding Corp.; then

            2.    The participation percentage of the remainder will be promptly
                  remitted to you as collected until you have received an
                  aggregate amount equal to the net outstanding cash balance of
                  the above-mentioned participation purchase price plus interest
                  thereon at the participation rate to the date of payment. As
                  soon as you have received the foregoing sum, you will have no
                  further interest in the transaction(s).

We shall endeavor to keep you fully advised as to any actions we are taking
and/or anticipate taking with respect to the transaction(s), including the
exercise of any remedial action/procedures.

We shall not have any liability to you for the repayment of the participation
purchase price, your participating interest, or any other charges, or sums
except for the above-mentioned monthly payment to you out of monies actually
received by us with respect to the transaction(s). We will exercise such care in
the handling of the transaction(s) as we would exercise in the case of
transactions in which we are alone interested, and we will take such action as
may be necessary to the end that you and we shall have a valid security interest
in the return premium with respect to which you are participating. Except as
stated herein, we will have no liability with respect to the transaction(s) as
long as we have acted in good faith and without gross negligence or willful
misconduct. At any time during the term of this Agreement we will have the
option, but not the obligation, of paying to you the then outstanding cash
balance of your participation purchase price in the transaction, plus interest
thereon to date as provided herein and immediately upon such payment you will
thereupon cease to have any interest whatsoever in the transaction and shall
immediately return all of original documents, if any, to us.

At any time during business hours, we will permit such agents, as you may
designate to us in writing, to examine our books, records and accounts relating
to the transactions. The transactions and any security interest arising
thereunder shall be retained by us in our own name but, to the extent of your
interest therein, as agent of and for you and subject to your rights with
respect thereto as herein set forth.
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We will keep a record of the transaction appropriately marked as to show your
interest therein and in showing the ownership thereof on our books and in any
statement and reports as to our condition, we will include only such portion of
the transaction as shall equal our own pro rata interest therein. All costs and
expenses of routine collection efforts shall be borne by us, except that any
out-of-pocket costs and expenses of collection by outside agencies or attorneys,
including their reasonable fees and disbursements, court cost and the like,
shall be borne by you to the extent of the participation percentage of any such
amounts.

We represent and warrant, which representations and warranties shall survive the
execution hereof, that:

            (i) attached hereto as Schedule C is an accurate and complete list
of all the Premium Finance Agreements and any other material documents, as
amended through the date hereof, entered into with respect to the transaction(s)
(collectively, the "Underlying Agreements");

            (ii) we have provided to you a true, complete and correct sample of
our current form of Premium Finance Agreement (the "Premium Finance Agreement")
and there are no other documents or instruments which could materially or
adversely affect the transaction(s) or your participation therein;

            (iii) no event of default under the Underlying Agreements has
occurred or is presently continuing;

            (iv) we have full power, authority and legal right under applicable
law to execute and deliver this Participation Agreement, and to perform in
accordance with the provisions of this Participation Agreement those things on
our part to be performed; and

            (v) this Participation Agreement is enforceable in accordance with
its terms; and

            (vi) we are the legal and beneficial owner of the transaction(s)
subject to this Participation Agreement.

We agree to provide you with prompt written notice of any event of default under
any Underlying Agreements at settlement date on Schedule B. We will also notify
you of each request for any amendment, waiver or consent in connection with the
Underlying Agreements and our exercise of any rights or remedies pursuant
thereto.

We will not, without your prior written consent, agree to any waiver or
amendment to the terms of the transactions or the Underlying Documents which
would reduce, forgive or extend the maturity of any portion of the principal
amount of any transaction(s), reduce the interest rate on any transaction(s)
below that to which we are entitled to under this Participation Agreement,
release any of the collateral under the Underlying Agreements, or extend any
stated payment date for principal or interest.
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If an insured/obligor under any existing Underlying Agreement in which you have
a participation interest, requests that we finance an additional premium(s) of
an existing policy and the amount of the additional premium(s) is less than or
equal to 25% of the original premium(s) for such Policy, then without your prior
written consent, we may increase the insured/obligor's outstanding balance by
issuing a check, net of the downpayment, for the monies due to the insurance
carrier or producer to fund the additional premium(s). You shall have an
undivided 50% interest in the increased Underlying Agreements and additional
premium(s) transaction and you shall remit to us, as indicated on the Schedule
"A", 50% of the additional premiums funded. We shall provide you with evidence
of the additional sums funded and the Underlying Agreement for such increased
transaction. If the request to fund an additional premium(s) is more than 25% of
the amount of the original premium(s) of a policy on an Underlying Agreement in
which you have an interest, then we must request your prior written consent to
fund the increase. If you do not consent to funding the increase, then we may,
at our option, finance the additional premium(s) on our own account, in which
event you shall maintain your 50% interest in the original premium.

Upon prior written notice to us, you may sub-participate your participation
hereunder to any bank or financial institution which is an affiliate of yours,
so long as there are no other modifications to this agreement resulting
therefrom.

You represent to, and agree with, us that you have made your own credit analysis
of the transaction(s) for the purpose of acquiring the participation herein
based on (and having had access to) such documents and information as you have
deemed to be appropriate and sufficient for such purpose and for entering into
this Participation Agreement.

      You and we acknowledge that the Underlying Documents, this Participation
Agreement and the participation hereunder represent commercial transactions, not
investments, and are not being acquired for resale or with a view for resale and
are not intended to constitute a security for purposes of any applicable
securities law.

      This Participation Agreement shall be governed by, and construed and
enforced with, the laws of the State of New York.

      We represent and warrant, which representations and warranties shall
survive the execution hereof, that each transaction which is subject to this
Participation Agreement shall at the date of submission of the contract(s) for
this Participation, satisfy each of the following conditions:'

      (i) the insurance provider for each transaction must have a rating by A.
M. Best & Company of not less than "A-";

      (ii) the policy premium for each transaction shall not be less than
$80,000, such that the minimum amount of your participation in any single
transaction is $40,000;
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      (iii) for each transaction we have provided to you written evidence to
your satisfaction that that we have confirmed the existence of the underlying
insurance policy with the insurance carrier; and

      (iv) prior to your entering into the participation with respect to each
transaction, the insured with respect thereto has already made its
non-refundable down payment on the contract in an amount not less than 10% of
the premium.

Each request by us to sell to you a participation in a transaction shall
constitute a representation and warranty by us that the conditions set forth
above have been satisfied as of the date of such request.

The determination, subsequent to the date of this agreement, that any provision
hereof is invalid and/or unenforceable, shall not affect the enforceability of
any other provision.

It is hereby agreed that we shall have the right without prior notice or
responsibility to you to exercise and enforce all privileges and rights granted
to us thereunder, without limitation, as we may in our sole discretion desire,
subject of course to the terms and condition of this Letter Agreement. Upon the
payment in full of the transaction you shall immediately return all of the
original documents to us.

If the foregoing is acceptable to you please so indicate in the space provided
below and return a copy hereof to the undersigned.

                                   STANDARD FUNDING CORP.

                                   By:    /s/ Alan J. Karp
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                                   Name:  Alan J. Karp
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                                   Title: President
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FLEET BANK ACCEPTED
AND AGREED TO:

By:    /s/ Christine Montagna
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Name:  Christine Montagna
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Title: Vice President
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