ACCOUNTS RECEIVABLE FINANCING AGREEMENT

Alliance  Financial  Capital,  Inc.  (hereby "AFC"),  a California  corporation,
having its offices at 700 Airport  Boulevard,  Burlingame,  California 94010 and
the undersigned SELLER (hereafter "SELLER") hereby agree as follows:

A. On a  transaction-by-transaction  basis and at each party's sole and absolute
discretion,  AFC hereby agrees to buy SELLER'S  accounts  receivable  (hereafter
"accounts") on a discounted basis. Including,  without limitation, full power to
collect,  compromise,  sue for,  assign,  or in any  manner  enforce  collection
thereof,  in the name of AFC, or otherwise.  Each  transaction for said purchase
and sale of accounts  should be on a daily batch basis,  which is defined as all
original  Invoices  submitted  to AFC by SELLER on a  particular  day. AFC shall
purchase said accounts,  subject to the foregoing, as a group (hereafter "BULK")
and each of said Bulks shall be treated as a separate transaction on AFC's books
and records,  which shall be accounted for as between AFC and SELLER  separately
and independently from all other such transactions  entered into between AFC and
SELLER.  Each of said  transactions  shall  be  supported  by a Bulk  Assignment
Schedule, an exemplar of which is attached hereto and made a part hereof by this
reference  as Exhibit "A",  executed by SELLER,  setting  forth the  transaction
amount,  (which is defined  as the total  gross  face  amount of all  Invoice(s)
included in each transaction),  the consideration  (hereafter "ADVANCE") paid by
AFC therefor, the contingency reserve, and the discount,  therefor. Each of said
Bulk  Assignment  Schedules  shall be deemed a separate  sale and  assignment of
accounts,  regardless  of the  number  of  invoices  listed  therein,  and shall
incorporate the terms, conditions and provisions of this agreement.

B. AFC shall  advance  to SELLER  toward  the  purchase  of said  accounts,  the
following  percentage of each BULK,  less sales tax, so long as SELLER is not in
breach of this agreement: 80%
  Account Credit Limit $1,000,000.00.

C. SELLER makes the following  representations,  warranties  and covenants  with
respect to each such  transaction  which may be  entered  into  between  AFC and
SELLER hereafter:

         1. SELLER shall be the sole and absolute owner of said account(s),  and
         shall have the full legal  power to make said  sales,  assignments  and
         transfers.

         2. Said  account(s)  shall be  presently  due and owing to SELLER  with
         terms not to exceed net 30 days, the amount(s)  thereof shall not be in
         dispute,  and the payment of said account(s) shall not be in dispute or
         contingent upon the fulfillment of this, or any other contract(s), past
         or future.

         3.  There  shall not be any  set-offs  or  counterclaims  against  said
         account(s), and said account(s) shall not have been previously assigned
         or encumbered by SELLER in any manner whatsoever.

         4. AFC shall have the right to reduce contingencies, (the total of each
         Bulk,  less ADVANCE and net  discount) and to apply  contingencies,  as
         defined hereafter,  from any transaction(s) to any other transaction(s)
         between  the  parties  by the  amount of any  dispute(s),  discount(s),
         return(s),  defense(s), or offset(s) taken by any account debtor(s). If
         contingencies  are  inadequate  AFC shall have the right to deduct said
         amount(s) from any other billing rights purchased by AFC from SELLER to
         demand payment of any other accounts  receivable of SELLER,  whether or
         not purchased by AFC, and/or demand reimbursement from SELLER.

         5. Said  account(s)  shall be the property of and shall be collected by
         AFC,  but if for any reason  any  amount(s)  thereof  should be paid to
         SELLER  by any of  said  account  debtor's,  SELLER  shall  immediately
         deliver all such checks or other instruments in kind to AFC.

         6. AFC shall have the power of  endorsement  for any purpose on any and
         all checks,  drafts,  money orders,  or any other  instruments in AFC's
         possession and payable to SELLER,  SELLER hereby appoints AFC its agent
         for said purpose.

D. A gross  discount of Twenty  Percent  (20%),  less any  applicable  fees,  as
described  below,  shall be  retained by AFC from the  collection  of each total
transaction  amount,  SELLER,  however shall be entitled to a rebate,  regarding
each  transaction,  which shall be deducted  from said gross  discount,  if each
transaction amount is paid within 90 days by said account debtor(s), as follows:

FEES:
[    *   ]% on funds employed.
[ * ]%  administrative  fee,  per 30 day period, or a part  thereof, per invoice
amount, up to the maximum gross discount.
Documentation  and due  diligence  fee of $[*],  payable upon  acceptance of the
proposal.

TERM:
12 months with a minimum monthly fee of [*]% of the account credit limit for the
first 3 months, and [*]% for the balance of the term.

All checks  received by AFC will be credited on the actual date of receipt.  The
collection period, regarding each specific BULK, shall be calculated by counting
the days from the date of each  ADVANCE  through  and  including  three (3) days
after  the date  upon  which  the  total  monies  collected  from  said  account
debtor(s),  is  equal to or  greater  than  the sum of the  ADVANCE  and the net
discount (gross discount less rebate). AFC shall remit to SELLER its contingency
reserve  (all sums  collected  in excess of a sum equal to the net  discount and
advance)  regarding each BULK,  providing  SELLER is not in default or breach of
this agreement.

E. should any of the above warranties expressed by SELLER be inaccurate,  and it
becomes  necessary for AFC to utilize an attorney to enforce its rights  against
SELLER, SELLER agrees that such attorneys' fees shall be borne by SELLER.

F. AFC  shall  have the  right in its  sole  discretion  after 90 days  from the
invoice  date or if any of the  representations,  warranties  or  covenants  are
inaccurate and reasonable  notice to SELLER to demand payment from SELLER of any
unpaid invoices sold,  assigned and transferred to AFC by SELLER pursuant to the
terms and conditions  hereof or to proceed against SELLER or against any account
debtor(s)  for the  collection  or offset of any unpaid  invoice or amount  due.
Interest on the outstanding  balance shall  otherwise  accrue from said time, at
the rate of one and a half (1 & 1/2) of the monthly  discount  rate. As security
for the payment of AFC's fees and other  charges and for the payment of advances
made by AFC to or on behalf of SELLER,  SELLER hereby grants a security interest
in and to the following  described  property,  whether now or hereafter owned or
existing, leased, consigned by or to, acquired by Debtor and regardless of where
located: (1) All accounts,  contract rights, chattel paper, general intangibles,
instruments,  documents, letter of credit, bankers acceptances,  drafts, claims,
causes of action, rights in and under insurance policies,  rights to tax refunds
and inventory and all proceeds of the foregoing.  Including  Debtor's  rights to
any returned or rejected good: (2) All Debtor's rights to monies,  refunds,  and
other amounts, due from whatever source,  including Debtor's right of offset and
recoupment:  (3)  All  goods,  including  but not  limited  to  equipment,  farm
products,  machinery,  furniture,  furnishings,  fixtures,  tools, supplies, and
motor vehicles, and (4) All proceeds of the foregoing,  whether due to voluntary
or involuntary disposition, including insurance proceeds and reserving the right
to file and prosecute lawsuits, pertaining thereto, in SELLER's or AFC's name or
otherwise.  (5)  All  books  and  records  relating  to  the  same.  (6)  Seller
irrevocably  appoints Buyer and any of Buyer's officers as Seller's  attorney to
execute such financing statements, continuations and amendments and to take such
other actions as Buyer deems  appropriate to perfect and continue the perfection
of the security interest granted hereunder.

G. AFC  warrants  that it will use its best  efforts to collect  the amounts due
under this  Agreement,  and SELLER agrees that AFC may, in its sole  discretion,
settle, compromise, or otherwise accept payment of less than the full amount, if
in its judgment  such action is necessary to effect  collection.  SELLER  agrees
that the  amount  of such  reduction  shall be  applied  as a  reduction  of the
contingency reserve.

H. If it should  become  necessary  for AFC to enforce  its rights  against  the
account  debtor(s)  SELLER  agrees that AFC may apply a maximum sum equal to the
total unpaid contingency reserve of SELLER, to compensate AFC for its attorney's
fees  therefore.  AFC may correct patent errors herein or in any BULK Assignment
Schedule  executed by SELLER and fill in blanks.  Any provision  hereof contrary
to,  prohibited  by or invalid under  applicable  laws or  regulations  shall be
inapplicable and deemed omitted herefrom, but shall not invalidate the remaining
provisions  hereof.  The  laws of the  State  of  California  shall  govern  the
validity,  interpretation,  enforcement and effect of this agreement, and SELLER
hereby consents to the exclusive jurisdiction of all courts in the County of San
Mateo, in the State of California.  SELLER  acknowledges  receipt of a true copy
and waives acceptance hereof. If the SELLER is a corporation,  this agreement is
executed pursuant to the authority of its Board of Directors.  AFC and SELLER as
used  in  this  agreement  include  the  heirs,  executors,  or  administrators,
successors or assigns of those parties. The obligations of SELLER and guarantors
herein shall be joint and several.  AFC is hereby  authorized to obtain periodic
Expertan credit reports  concerning all signatories  hereof. AFC may inspect and
audit SELLER's  guarantor's  books and records during normal business hours, the
actual cost of which shall be reimbursed by SELLER to AFC.

I. SELLER agrees to reimburse AFC for any of its out-of-pocket  incidental costs
and expenses,  including but not limited to, wire  transfers of funds,  delivery
expenses and postage.

J. This agreement contains the entire agreement between the parties with respect
to the contemplated transactions, and it may not be modified or any of its terms
waived,  except by an instrument in writing signed by the party or parties to be
charged,  and no  collateral  representation,  whether  oral or  written,  shall
survive execution of this agreement.

* Confidential Portion Deleted