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                                                                   EXHIBIT 10.17

                               FACTORING AGREEMENT

SUMMIT Financial Resources, L. P. ("SUMMIT"), a Hawaii limited partnership, and
JK DISTRIBUTION INC., A NEVADA CORPORATION and JILL KELLY PRODUCTIONS, INC., A
DELAWARE CORPORATION ("Client's"), agree as follows:

      1.    Definitions.

            a.    "Acceptable account" shall mean an account of Client's
                  conforming to the representations, warranties, and
                  requirements of this Agreement.

            b.    "Account" shall mean any and all accounts as defined in the
                  Uniform Commercial Code, accounts receivable, amounts owing to
                  Client's under any rental agreement or lease, payments on
                  construction contracts, promissory notes or on any other
                  indebtedness, any rights to payment customarily or for
                  accounting purposes classified as accounts receivable, and all
                  rights to payment, proceeds or distributions under any
                  contract, of Client's, presently existing or hereafter
                  created, and all proceeds thereof.

            c.    "Account debtor" shall mean any account debtor obligated for
                  payment of any account.

            d.    "Account debtor dispute" shall refer to any delay or failure
                  of an account debtor to timely pay an account or any portion
                  of an account for any reason which is not solely a credit
                  problem, including, without limitation, any dispute or claim
                  against Client's (whether or not relating to the goods or
                  services sold giving rise to the account), whether or not
                  valid, setoff, deduction, or any other alleged defense or
                  counterclaim. An account subject to both a credit problem and
                  an account debtor dispute shall be treated as subject only to
                  an account debtor dispute.

            e.    "Advance" or "Advances" shall mean an advance described in
                  Paragraph 3, Purchase Price of Accounts, below.

            f.    "Chargeback" refers to the procedure whereby a Client's
                  purchases an account back from SUMMIT pursuant to the
                  recourse or limited non-recourse obligations of Client's under
                  this Agreement or pursuant to any other provision of this
                  Agreement.

            g.    "Collateral" refers collectively to the following, and to any
                  other collateral or security for the obligations of Client's
                  under this Agreement:

                  (1)   All inventory as defined in the Uniform Commercial Code,
                        wherever located, all goods, merchandise or other
                        personal property held for sale or lease, names or marks
                        affixed thereto for purposes of selling or identifying
                        the same or the seller or manufacturer thereof and all
                        related rights, title and interest, all raw materials,
                        work or goods in process or materials or supplies of
                        every nature used, consumed or to be used in Client's
                        business, all packaging and shipping materials, and all
                        other goods customarily or for accounting purposes
                        classified as inventory, of Client's, now owned or
                        hereafter acquired or created, all proceeds and products
                        of the foregoing and all additions and accessions to,
                        replacements of, insurance or condemnation proceeds of,
                        and documents covering any of the foregoing, all
                        property received wholly or partially in trade or
                        exchange for any of the foregoing, all leases of any of
                        the foregoing, and all rents, revenues, issues, profits
                        and proceeds arising from the sale, lease, license,
                        encumbrance, collection, or any other temporary or
                        permanent disposition of any of the foregoing or any
                        interest therein.

                  (2)   All accounts (as defined in Subparagraph "b", above).

                  (3)   Any and all general intangibles of Client's, presently
                        existing or hereafter arising, including general
                        intangibles as defined in the Uniform Commercial Code,
                        chooses in action, proceeds, contracts, distributions,
                        dividends, refunds, security deposits, judgments,
                        insurance claims, any right to payment of any nature,
                        intellectual property rights or licenses, any other
                        rights or assets of Client's customarily or for
                        accounting purposes classified as general intangibles,
                        and all documentation and supporting information related
                        to any of the foregoing, and all proceeds thereof.

                  (4)   All balances, reserves, deposits, debts or any other
                        amounts or obligations of SUMMIT owing to Client's,
                        including, without limitation, any rebates, the Reserve,
                        and any other amounts owing pursuant to this Agreement,
                        whether or not due, now existing or hereafter arising or
                        created, and all proceeds thereof.

                  (5)   All equipment and goods as defined in the Uniform
                        Commercial Code, all motor vehicles, including all
                        tires, accessories, spare and repair parts, and tools,
                        wherever located, and all related right, title and
                        interest, of Client's, now owned or hereafter acquired
                        or created, all additions and accessions to,
                        replacements of, insurance or condemnation proceeds of,
                        and documents covering any of the any of the foregoing,
                        all leases of any of the foregoing, and all rents,
                        revenues, issues, profits and proceeds arising from the
                        sale, lease, license, encumbrance, collection, or any
                        other temporary or permanent disposition of any of the
                        foregoing or any interest therein (collectively, the
                        "Equipment").

            h.    "Credit problem" means the filing of a petition for relief
                  under Chapter 7 or Chapter 11 of the United States Bankruptcy
                  Code by an account debtor within ninety (90) days of the date
                  of the invoice.

            i.    "Discount" shall mean the discount described in Paragraph 3,
                  Purchase Price of Accounts, below.

            j.    "Event of Default" shall mean an event of default as defined
                  in Paragraph 25, Default and Remedies, below.

            k.    "Person" shall mean an individual, corporation, partnership,
                  trust, or any other legal entity.

            l.    "Rebate" shall mean the rebate described in Paragraph 3,
                  Purchase Price of Accounts, and 4, Payment of Purchase Price
                  and Rebate below.

            m.    "Reserve" shall mean the Reserve described in Paragraph 5,
                  Reserve for Security, below.

      2.    Factoring of Accounts.

                  SUMMIT may purchase from Client's such acceptable accounts as
            Client's may submit to SUMMIT, subject to the terms and conditions
            of this agreement. The obligation of SUMMIT to purchase accounts
            from Client's is discretionary and SUMMIT shall have no obligation
            to purchase any account from Client's, notwithstanding anything to
            the contrary in this Agreement. SUMMIT may decline to purchase any
            account submitted by Client's for any reason or for no reason,
            without notice, regardless of any course of conduct or past
            purchases of accounts by SUMMIT.

                  SUMMIT shall be the sole and exclusive factor for Client's
            accounts. Client's will not factor or otherwise finance its accounts
            receivable except with SUMMIT.

                  Notwithstanding anything to the contrary in this Agreement,
            the purchase of accounts by SUMMIT shall be deemed to be a true
            purchase with transfer of title and shall not be deemed to be a loan
            arrangement or secured transaction, except to the extent that a true
            purchase of accounts is subject to laws relating to secured
            transactions.

                                                Initial [_________] Date 3/29/01

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      3.    Purchase Price of Accounts.

                  An advance shall be the amount paid to Client's by SUMMIT upon
            the initial purchase of an acceptable account. The amount of the
            advance shall be the face amount of each account less the discount.
            The discount shall be Thirty-Five Percent (35%) of the face amount
            of each account. The amount of the discount may be adjusted by
            SUMMIT at any time. The discount will be indicated on the factoring
            bill of sale.

                  Client's shall be entitled to a rebate on the discount
            determined as follows:

                        Discount
                        -Base Commission
                        -Total Daily Funds
                        Charges Rebate

                  The base commission shall be calculated at a rate of Two
            Percent (2.0%) of the face amount of each account for the first
            Sixty (60) day period, or part thereof, and an additional One and
            One Quarter of One Percent (1.25%) of the face amount of each
            account for each additional Thirty (30) day period, or part thereof,
            until payment in full is received on the account. If Client's are
            declared in default pursuant to Section 25 of the Agreement,
            Client's shall be obligated to pay to SUMMIT, on all obligations, a
            base commission that is ten percent (10%) above the otherwise
            applicable base commission from and after the occurrence and during
            the continuance of an Event of Default.

                  The total daily funds charges will be determined as follows:

                        Daily Funds Rate
                        x Advance Amount
                        Daily Funds Charge

                        Daily Funds Charge
                        x Days Outstanding
                        Total Daily Funds Charges

                  The daily funds rate shall be the prime rate as announced in
            the Wall Street Journal plus Two Percent (2.00%) divided by 360. If
            Client's are declared in default pursuant to Section 25 of the
            Agreement, Client's shall be obligated to pay to SUMMIT, on all
            obligations, a daily funds rate that is ten percent (10%) above the
            otherwise applicable daily funds rate from and after the occurrence
            and during the continuance of an Event of Default. The prime rate
            shall be adjusted and initially determined in accordance with the
            following provision:

                        At the option of SUMMIT, the prime rate may be adjusted
                        from time to time as of the date of any change in the
                        prime rate. The initial prime rate shall be the prime
                        rate in effect under this formula on the date of this
                        Factoring Agreement.

                  The days outstanding shall be the number of days from purchase
            of the account by SUMMIT until payment in full is received by
            SUMMIT.

                  The Monthly Minimum Fee shall be determined by multiplying One
            Half of One Percent (.50%) by the Maximum Credit Line. Such payment
            shall be due and payable upon demand and may be treated as a
            chargeback.

                  Client's shall be obligated to pay the Monthly Minimum Fee for
            at least Twenty-four (24) months from the date of this Agreement,
            notwithstanding any termination by Client's pursuant to Section 16,
            Termination of Factoring, or any termination based on any Event of
            Default. If Client's decide to terminate prior to the end of the
            term, Client's will be obligated to pay the greater of Two Percent
            (2.00%) of the Maximum Credit Line or the Monthly Minimum Fee
            multiplied by the number of months remaining in the Factoring
            Agreement. Unless Client's give SUMMIT written notice that it will
            not renew this Agreement at least sixty (60) days prior to the end
            of such period, this obligation to pay the Monthly Minimum Fee shall
            automatically renew and be extended for successive additional
            periods of Twelve (12) months each until such notice is timely
            given. A Facility Fee of Two Percent (2.00%) of the Maximum Credit
            Line shall be due and payable upon each one year anniversary date of
            the Factoring Agreement.

                  At no time will the aggregate outstanding financed balance
            exceed Three Hundred Fifty Thousand Dollars ($350,000.00) (the
            "Maximum Credit Line"). A Line Origination fee of Two Percent
            (2.00%) of the Maximum Credit Line shall be payable at the time of
            the first advance.

                  Payments will be applied against proper accounts after
            allowing five (5) business days for collection and clearance of
            payments.

      4.    Payment of Purchase Price and Rebate.

                  Payment to Client's for accounts factored to SUMMIT will be
            available within three (3) business days of the date the account and
            all other required documentation is received by SUMMIT. Any rebate
            owing to Client's by SUMMIT will be paid after the weekly collection
            cycle or at such other intervals as may be determined by SUMMIT.

                  Payment shall be made in accordance with any written
            instructions of Client's which are agreed to by SUMMIT. Absent other
            instructions, payment shall be made by the mailing of a check to
            Client's.

      5.    Reserve for Security.

                  As security for the payment of recourse obligations and
            performance of all obligations of Client's hereunder, SUMMIT may
            withhold a reserve (the "Reserve") from amounts owing to Client's by
            SUMMIT

                  The Reserve may be funded by SUMMIT withholding amounts owing
            to Client's for advances or for rebates or, upon request of SUMMIT,
            Client's will from time to time pay SUMMIT an amount sufficient to
            fund the Reserve.

                  In the sole discretion of SUMMIT, the amount of the Reserve
            may be adjusted at any time.

                  SUMMIT may, at any time and from time to time, regardless of
            whether the obligation is delinquent, setoff and apply all or any
            part of the Reserve to any obligation of Client's owing to SUMMIT.
            Upon doing so, SUMMIT may fund the resulting deficiency in the
            Reserve by again withholding payments owing to Client's as provided
            in this paragraph.

                  Upon termination of the right of Client's to submit accounts
            to SUMMIT as provided in Paragraph 16 Termination of Factoring, any
            balance of the Reserve shall be due and owing and paid to Client's
            upon completion of the following conditions: (1) all amounts owing
            to SUMMIT by Client's pursuant to this Agreement or otherwise have
            been paid in full; and (2) Ninety-one (91) days have elapsed since
            such termination.

                                               Initial [_________] Date 3/29/01

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                  SUMMIT shall be free to use the Reserve as working capital or
            as SUMMIT otherwise determines. SUMMIT shall have no obligation to
            segregate, not commingle or otherwise account for the use of the
            Reserve. Client's shall not be entitled to any interest on the
            Reserve. The Reserve shall be a debt owed to Client's by SUMMIT,
            payable in accordance with the terms and conditions of this
            Agreement.

      6.    Recourse and Limited Non-Recourse Purchases.
            All accounts shall be purchased with limited non-recourse.

                  All account shall be subject to chargeback if not paid in full
            within ninety (90) days of the date on the face of the invoice
            unless the account debtor fails to pay due to a credit problem.

                  Client's agree to purchase any and all chargeback accounts, or
            the uncollected portion thereof, from SUMMIT upon demand. The
            purchase price to be paid by the Client's for a chargeback shall be
            the face amount of the account, less any collections received on the
            account by SUMMIT.

                  Any waiver or extension by SUMMIT of the right to demand that
            Client's purchase any chargeback accounts shall not constitute a
            waiver or extension to any other accounts and such waiver or
            extension may be revoked at any time without notice.

      7.    Credit Insurance.

                  SUMMIT may, but is not obligated to, obtain an umbrella credit
            insurance policy for factored accounts receivable. The umbrella
            policy will provide coverage for certain losses due to insolvency
            (as defined in the policy). SUMMIT may elect to place coverage under
            the policy on any accounts factored pursuant to this Factoring
            Agreement and or require the Client's to purchase coverage under the
            policy when any account represents Twenty Five percent (25%) of the
            total outstanding factored accounts. Client's may also elect, by
            written notice to SUMMIT, to place coverage under the policy on any
            accounts factored pursuant to this Factoring Agreement. Placement of
            coverage shall be subject to the policy being in effect, coverage
            being available under the terms and conditions and dollar
            limitations of the policy, and any required approval of the insurer.

                  Client's shall pay SUMMIT a fee in an amount equal to
            five-tenths percent (.5%) of the face amount of each invoice for
            which coverage under the policy is placed. This fee is payable upon
            demand and may be deducted from amounts owing to Client's by SUMMIT.

                  Credit insurance coverage shall be subject to all terms and
            conditions of the policy. No obligations of Client's under this
            Factoring Agreement shall be excused or deferred based upon
            insurance coverage or any pending claim under the policy. Upon
            payment of any claim under the policy to SUMMIT, SUMMIT shall, in
            its discretion, pay the payment to Client's as reimbursement for
            corresponding chargeback obligations creating the claim that
            Client's has paid to SUMMIT, apply the payment to other obligations
            of Client's to SUMMIT, or add the payment to the Reserve.

      8.    Chargeback Procedure.

                  Upon an account becoming eligible for chargeback, chargeback
            shall be deemed to have automatically taken place at that time.
            SUMMIT may then (i) setoff such chargeback against any amount then
            or thereafter owing by SUMMIT to Client's, including, without
            limitation, payments for the purchase of accounts; (ii) notify
            Client's that chargeback has been made, identifying the subject
            accounts, whereupon Client's shall promptly purchase such accounts
            and pay the amount owing to SUMMIT, (iii) SUMMIT may debit the
            Reserve, or (iv) SUMMIT may exercise any combination of the
            alternatives set forth in this paragraph as to any account or group
            of accounts.

      9.    Collection Procedures.

            a.    SUMMIT shall have the exclusive right to collect accounts and
                  receive payments thereon. Client's shall not bill for, submit
                  any invoice, or otherwise attempt to collect any factored
                  account except as authorized in writing by SUMMIT.

            b.    Client's agrees to pay all reasonable handling and out of
                  pocket costs incurred by SUMMIT in collection of the accounts
                  of Client's, including, without limitation, postage, credit
                  and search expenses, photocopy charges, and long distance
                  phone expenses. Payment of such costs shall be due upon
                  request. SUMMIT may deduct such costs from amounts owing to
                  Client's and may debit the Reserve for such costs.

            c.    Client's shall promptly and completely respond to all requests
                  from SUMMIT for any information or records requested to assist
                  in collection of factored accounts. If Client's fails to
                  respond to any request within five (5) days, SUMMIT may treat
                  the account as a chargeback.

            d.    Client's may authorize SUMMIT to revise the amount of or
                  otherwise modify an outstanding account. SUMMIT shall have no
                  obligation to advise the account debtor of such revision
                  except to send the account debtor any revised invoice which
                  may be provided to SUMMIT by Client's. In the event such
                  revision results in a reduction in the amount owing on such
                  account, such reduced amount may be treated as a chargeback.

            e.    In the event an account debtor makes payment to Client's on an
                  account which has been purchased by SUMMIT, Client's shall
                  immediately deliver the payment to SUMMIT. If payment is made
                  in cash, such payment shall be immediately delivered to
                  SUMMIT. If payment is made by check or similar instrument,
                  such instrument shall be immediately delivered to SUMMIT in
                  the form received without negotiation. Upon inquiry from the
                  account debtor or upon request of SUMMIT, Client's shall
                  notify the account debtor to make payment directly to SUMMIT.
                  Any payments received by Client's on accounts purchased by
                  SUMMIT shall be held in trust by Client's for SUMMIT.

                  If any payment received by Client's on an account which has
                  been purchased by SUMMIT is deposited or negotiated by
                  Client's, or if Client's fails to tender the payment to SUMMIT
                  within five (5) business days of receipt by Client's, Client's
                  shall promptly pay SUMMIT an amount equal to ten percent (10%)
                  of the payment, not as a penalty but as liquidated damages, to
                  compensate SUMMIT for additional administrative and collection
                  expenses, interest costs and other damages resulting from such
                  action. Client's acknowledges and agrees that it would be very
                  difficult or impossible to calculate such damages and that ten
                  percent (10%) of the payment is a fair estimation of those
                  damages.

                  Upon failure by Client's to immediately deliver any such
                  payment or ten percent (10%) fee to SUMMIT, SUMMIT may treat
                  the amount of such payment and fee as a chargeback. The duty
                  of Client's to immediately deliver any such payment and to pay
                  any such fee to SUMMIT shall terminate only when such
                  chargeback is paid.

                  Client's acknowledge and agree that it has no right, title or
                  interest whatsoever in the funds constituting payment of an
                  account purchased by SUMMIT, that said funds are the sole and
                  exclusive property of SUMMIT, and that any use of or
                  interference with said funds by Client's will result in civil
                  and criminal liability.

            f.    Client's shall immediately notify SUMMIT of any account debtor
                  dispute concerning an account purchased by SUMMIT and of any
                  bankruptcy filing, lien, garnishment or other legal action
                  concerning such accounts.

            g.    SUMMIT shall make a good faith, commercially reasonable effort
                  to collect the factored accounts. It is agreed that collection
                  of accounts in a commercially reasonable manner does not
                  require, and SUMMIT shall have no obligation to, commence any
                  legal action, including the sending of an attorney's demand
                  letter, to collect any account. Client's hereby waives and
                  releases any and all claims relating to or arising out of any
                  act or omission by SUMMIT in the collection of the factored
                  accounts, gross negligence and intentional misconduct
                  excepted.

                                               Initial [_________] Date 3/29/01

                                       3
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            h.    Upon request of SUMMIT, Client's will cause all payments on
                  all accounts of Client's, whether or not factored to SUMMIT,
                  to be sent directly to such address as may be designated by
                  SUMMIT. SUMMIT is authorized to receive and open all such
                  payments and retain such payments which are owing to SUMMIT.

            i.    Upon request of SUMMIT, Client's will tender to SUMMIT all
                  payments received by Client's from an account debtor on
                  accounts created after Client's begins factoring any accounts
                  of that account debtor to SUMMIT, whether or not those
                  accounts are factored to SUMMIT. Upon such request being made,
                  all such payments received by Client's shall be the sole and
                  exclusive property of SUMMIT and shall be held in trust by
                  Client's for SUMMIT. All such payments shall be applied on
                  obligations of that account debtor to SUMMIT.

            j.    In the event SUMMIT receives any payment from an account
                  debtor on an account which has not been factored to SUMMIT,
                  SUMMIT may, subject to any rights of the account debtor, apply
                  such payment to any other obligation of Client's owing to
                  SUMMIT, including, without limitation, funding of any
                  deficiency in the Reserve.

      10.   Acceptable Accounts.

                  SUMMIT will purchase only acceptable accounts. An acceptable
            account must meet all of the following requirements and conditions:

            a.    The account shall be evidenced by an invoice submitted to
                  SUMMIT in duplicate meeting the following conditions:

                  (1)   Contain the Client's name, invoice number, and date;

                  (2)   Contain the full and complete name and address of the
                        account debtor;

                  (3)   Clearly set forth the amount owing and to be collected
                        by SUMMIT;

                  (4)   State the due date and any other terms for payment of
                        the account;

                  (5)   Be completely legible;

                  (6)   Be stamped with a notice, in a form acceptable to
                        SUMMIT, stating that the account has been purchased by
                        SUMMIT and is payable to SUMMIT; and

                  (7)   Be accompanied by such other documents as are required
                        by SUMMIT.

            b.    The account shall be submitted to SUMMIT within seven (7)
                  business days of the date the goods are sold or services
                  performed giving rise to the account are completed, except as
                  otherwise approved in writing by SUMMIT.

            c.    The invoice shall be accompanied by proof of delivery of goods
                  or performance of services acceptable to SUMMIT.

            d.    The account shall meet and comply with the following
                  conditions:

                  (1)   Client's has sole and unconditional good title to the
                        account, the account and any goods sold to create the
                        account being free from any other security interest,
                        assignment, lien or other encumbrance of any type;

                  (2)   The account is a bona fide obligation of the account
                        debtor for the amount identified on the account and
                        there have been no payments, deductions, credits,
                        payment terms, or other modifications or reductions in
                        the amount owing on such account except as set forth on
                        the face of the invoice;

                  (3)   To the best knowledge of Client's, there are no defenses
                        or setoffs to payment of the account which can be
                        asserted by way of defense or counterclaim against
                        Client's or SUMMIT;

                  (4)   To the best knowledge of Client's, the account will be
                        timely paid in full by the account debtor;

                  (5)   Any services performed or goods sold which give rise to
                        the account have been rendered or sold in compliance
                        with all applicable laws, ordinances, rules and
                        regulations and were performed or sold in the ordinary
                        course of Client's business;

                  (6)   There have been no extensions, modifications, or other
                        agreements relating to payment of such account except as
                        shown upon the face of the invoice;

                  (7)   The account debtor is located or authorized to do
                        business within the United States; and

                  (8)   No proceeding has been commenced or petition filed under
                        any bankruptcy or insolvency law by or against the
                        account debtor, no receiver, trustee or custodian has
                        been appointed for any part of the property of the
                        account debtor, and no property of the account debtor
                        has been assigned for the benefit of creditors.

      11.   Grant of Security Interest.

                  Client's hereby grant SUMMIT a security interest in the
            Collateral. The Collateral shall secure all obligations of Client's
            to SUMMIT arising under or relating to this Agreement and all other
            obligations of Client's to SUMMIT which recite that they are secured
            by the Collateral.

                  Clients' obligations under this Agreement may also be secured
            by other collateral as may be evidenced by other documentation apart
            from this Agreement.

                  Clients' and SUMMIT acknowledge that all security interests
            and liens contemplated herein are given as a contemporaneous
            exchange for new value to Client's, regardless of when advances
            under this Agreement are actually made.

      12.   Representations, Warranties and Covenants of Client's.

                  Client's represent, warrant and covenant that:

            a.    All accounts sold to SUMMIT are acceptable accounts;

            b.    Client's has been duly organized or incorporated, as the case
                  may be, and is in good standing, under the laws of the state
                  of its organization or incorporation;

            c.    The place of business of Client's, or, if Client's have more
                  than one place of business, the location of its chief
                  executive office, is in the City of Los Angeles, County of Los
                  Angeles, State of California, and will not be moved therefrom
                  without at least thirty (30) days prior written notice to
                  SUMMIT;

            d.    All records of Client's pertaining to accounts sold to SUMMIT
                  shall be kept and stored in the City of Los Angeles, County of
                  Los Angeles, State of California, and will not be moved
                  therefrom without at least thirty (30) days prior written
                  notice to SUMMIT;

            e.    The Equipment will be located in the State of California and,
                  other than temporary (not to exceed three months) uses outside
                  that state in the ordinary course of Clients' business, will
                  not be removed from that state without the prior written
                  consent of SUMMIT;

            f.    Client's shall keep the Equipment in good repair and be
                  responsible for any loss or damage to the Equipment. Client's
                  shall pay when due all taxes, license fees and other charges
                  on the Equipment. Client's shall not sell, misuse, conceal, or
                  in any way dispose of the Equipment or permit it to be used
                  unlawfully or for hire or contrary to the provisions of any
                  insurance coverage. Risk of loss of the Equipment shall be on
                  Client's at all times unless SUMMIT takes possession of the
                  Equipment. Loss of or damage to the Equipment or any part
                  thereof shall not release Client's from any of the obligations
                  secured by the Equipment. SUMMIT or its representatives may,
                  at any time and from time to time, enter any premises where
                  the Equipment is located and inspect, audit and check the
                  Equipment;

                                               Initial [_________] Date 3/24/01

                                       4
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            g.    Client's agree to insure the Equipment, at Clients' expense,
                  against loss, damage, theft, and such other risks as SUMMIT
                  may request to the full insurable value thereof with insurance
                  companies and polices satisfactory to SUMMIT. Proceeds from
                  such insurance shall be payable to SUMMIT as its interest may
                  appear and such policies shall provide for a minimum ten days
                  written cancellation notice to SUMMIT. Upon request, policies
                  or certificates attesting to such coverage shall be delivered
                  to SUMMIT. Insurance proceeds may be applied by SUMMIT toward
                  payment of any obligation secured by this agreement, whether
                  or not due, in such order of application as SUMMIT may elect.

            h.    Client's are duly qualified to do business in each
                  jurisdiction where the conduct of its business requires such
                  qualification,

            i.    Client's have all necessary licenses and other certificates or
                  permits required for the conduct of its business and all such
                  necessary licenses and other certificates or permits are
                  current and will be maintained at all times;

            j.    Client's have and shall maintain the full power and authority
                  to conduct the business in which it engages and to enter into
                  and perform its obligations under this Agreement.

            k.    The execution, delivery and performance by Client's of this
                  Agreement have been duly authorized by all necessary action on
                  the part of Client's, and are not inconsistent with any
                  Articles of Incorporation, By-Laws, Articles of Partnership,
                  or other organizational document of Client's, do not and will
                  not contravene any provision of, or constitute a default
                  under, any indenture, mortgage, contract or other instrument
                  to which Client's is a party or by which it is bound, and upon
                  execution and delivery hereof, this Agreement will constitute
                  a legal, valid and binding agreement and obligation of
                  Client's, enforceable in accordance with its terms;

            l.    All financial statements of Client's, and of any guarantor of
                  Clients' obligations under this Agreement, have been prepared
                  in accordance with generally accepted accounting principles
                  and fairly present the financial condition of Client's and any
                  such guarantor as of the date thereof and the results of
                  operations for the period or periods covered thereby. Since
                  the date of such financial statements there has been no
                  material, adverse change in the financial condition of
                  Client's or any such guarantor. Client's agrees to submit
                  financial statements for Client's to SUMMIT and Client's shall
                  cause any such guarantor to submit financial statements for
                  such guarantor to SUMMIT as may be requested by SUMMIT, all
                  such financial statements to be prepared in accordance with
                  generally accepted accounting principles and to be in a form
                  and from a firm acceptable to SUMMIT;

            m.    Client's shall conduct its business in a lawful manner and in
                  compliance with all applicable federal, state, and local laws,
                  ordinances, rules, regulations, and orders and shall pay when
                  due all lawfully imposed taxes upon its property, business and
                  income;

            n.    Client's will at all times keep accurate and complete records
                  relating to its accounts. Client's shall not show factored
                  accounts as an asset on its financial statements. SUMMIT and
                  its representatives shall have the right at any reasonable
                  time to enter any premises where any such records are located
                  to inspect, audit, check, copy and make extracts from any
                  records or other data relating to said accounts or to any
                  other transactions between SUMMIT and Client's. Reasonable out
                  of pocket expenses to conduct such audits or inspections will
                  be the responsibility of the Client's;

            o.    This Agreement, the financial statements referred to herein,
                  and all other statements furnished by Client's to SUMMIT in
                  connection herewith contain no untrue statement of a material
                  fact and omit no material fact necessary to make the
                  statements contained therein or herein not misleading.
                  Client's represents and warrants that it has not failed to
                  disclose in writing to SUMMIT any fact that materially and
                  adversely affects, or is reasonably likely to materially and
                  adversely affect, Client's's business, operations, properties,
                  prospects, profits, condition (financial or otherwise), or
                  ability to perform this Agreement; and

            p.    Client's agree to execute any financing statements, notices of
                  assignment, and other documents reasonably requested by SUMMIT
                  for perfection or enforcement of the rights and interests of
                  SUMMIT, and to give good faith, diligent cooperation to
                  SUMMIT, and to perform such other acts reasonably requested by
                  SUMMIT for perfection and enforcement of the rights and
                  interests of SUMMIT. SUMMIT is authorized to file, record, or
                  otherwise utilize such documents as it sees fit.

      13.   Representations, Warranties and Covenants Concerning Collateral.

                  Client's represent, warrant, and covenant concerning the
            Collateral as follows:

            a.    Client's have sole and unconditional good title to the
                  Collateral, the Collateral being free from any other security
                  interest, assignment, lien or other encumbrance of any type,
                  except as has been previously disclosed to SUMMIT; and

            b.    The Collateral will be kept free from any other security
                  interest, assignment, lien or other encumbrance of any type,
                  except as consented to in writing by SUMMIT.

            c.    Client's agree to insure the Collateral, at Clients' expense,
                  against loss, damage, theft, and such other risks as SUMMIT
                  may request to the full insurable value thereof with insurance
                  companies and policies satisfactory to SUMMIT. Proceeds from
                  such insurance shall be payable to SUMMIT as its interests may
                  appear and such policies shall provide for a minimum ten days
                  written cancellation notice to SUMMIT. Upon request, policies
                  or certificates attesting to such coverage shall be delivered
                  to SUMMIT. Insurance proceeds may be applied by SUMMIT toward
                  payment of any obligation secured by the Collateral, whether
                  or not due, in such order of application as SUMMIT may elect.

      14.   Assignment of Rights Concerning Collateral.

                  Client's hereby assign to SUMMIT all of its interest in and
            rights to any inventory or other goods giving rise to the accounts
            factored to SUMMIT which may be returned by account debtors, all
            rights as an unpaid vendor or lienor, all rights of stoppage in
            transit, replevin and reclamation relating thereto, all rights in
            and to all security therefor and guarantees thereof, all rights
            against third parties with respect thereto, and all rights under the
            Uniform Commercial Code and any other law, statute, regulation or
            agreement. Any goods so recovered or returned shall be set aside,
            marked with the name of SUMMIT, and held for the account of SUMMIT.
            Client's will promptly notify SUMMIT of all such returned or
            recovered inventory or other goods.

                  Upon request, Client's shall deliver such inventory or other
            goods to SUMMIT. SUMMIT may take possession of such inventory or
            other goods and resell such inventory or other goods. Client's shall
            pay all reasonable costs and expenses incurred in taking possession
            and selling such inventory and other goods, including, without
            limitation, reasonable attorneys fees and legal expenses,
            transportation expenses, storage expenses, insurance, and sales
            commissions. Such reasonable costs and expenses may be treated as a
            chargeback. All proceeds from such resale shall be retained by
            SUMMIT and the net proceeds credited against the obligations of
            Client's.

      15.   Adjustments Upon Refund of Collections.

                  In the event SUMMIT is required to refund or pay back any
            collection received on any factored account for any reason other
            than a credit problem concerning a limited recourse account,
            Client's shall promptly reimburse SUMMIT for such amount. Such
            reimbursement may be treated as a chargeback.

                                               Initial [_________] Date 3/29/01

                                       5
<PAGE>

      16.   Termination of Factoring.

                  The right of Client's to submit accounts to SUMMIT for
            factoring shall remain in force and effect until terminated by
            either party hereto by giving sixty (60) days written notice of such
            termination. This Agreement may be terminated by SUMMIT at any time
            without notice should any default occur. Upon the effective date of
            such notice, Client's and SUMMIT shall be excused from the covenants
            of the second paragraph of Paragraph 2 Factoring of Accounts
            providing that SUMMIT shall be the sole and exclusive factor for
            Clients' accounts.

                  Upon such termination or in the event an Event of Default
            terminates the right of Client's to submit accounts to SUMMIT, at
            the election of SUMMIT all outstanding, recourse accounts factored
            to SUMMIT may be immediately subject to chargeback.

                  In the event Client's elect to terminate its right to submit
            accounts to SUMMIT or an Event of Default terminates the right of
            Client's to submit accounts to SUMMIT within ninety (90) days of the
            date of this Agreement, Client's shall forfeit to SUMMIT twenty-five
            percent (25%) of the Reserve, not as a penalty but as liquidated
            damages to compensate SUMMIT for loss of profits, recovery of
            expenses, and other damages resulting from such premature
            termination. Client's acknowledge and agree that it would be very
            difficult or impossible to calculate such amounts and that
            twenty-five percent (25%) of the Reserve is a fair estimation of
            those amounts.

      17.   Right to Perform for Client's.

                  SUMMIT may, in its sole discretion, elect to discharge any
            security interest, lien or other encumbrance upon any account
            purchased by SUMMIT from Client's, elect to pay any insurance
            charges payable by Client's or provide insurance as required herein
            if Client's fails to do so. Any such payments and all expenses
            incurred in connection therewith shall be treated as a chargeback.
            SUMMIT shall have no obligation to discharge any such security
            interest, lien or other encumbrance or pay such insurance charges or
            provide such insurance. In the event Client's is indebted to SUMMIT
            as the account debtor on any account which has been purchased by
            SUMMIT, SUMMIT may treat such debt as a chargeback.

      18.   Power of Attorney to Endorse Checks.

                  Client's does hereby make, constitute and appoint SUMMIT, and
            its designees, as its true and lawful attorneys-in-fact, with full
            power of substitution, with full power to endorse the name of
            Client's upon any checks or other forms of payment on accounts
            purchased by SUMMIT and to effect the deposit and collection
            thereof. Such power may be exercised at any time. Client's does
            hereby make, constitute, and appoint SUMMIT, and its designees, as
            Clients' true and lawful attorneys in fact, with full power of
            substitution, such power to be exercised only upon the occurrence of
            an Event of Default, to: (a) receive, open, and dispose of all mail
            addressed to Client's; (b) cause mail relating to accounts of
            Client's sold to SUMMIT to be delivered to a designated address of
            SUMMIT where SUMMIT may open all such mail and remove therefrom any
            payment of such accounts; (c) SUMMIT may settle or adjust account
            debtor disputes in respect to said accounts for amounts and upon
            such terms as SUMMIT, in good faith, deems to be advisable, in such
            case crediting Client's with only the proceeds received and
            collected by SUMMIT after deduction of SUMMIT' costs, including
            reasonable attorneys fees and legal expenses; and (d) SUMMIT may do
            any and all other things necessary or proper to carry out the intent
            of this Agreement and to perfect and protect the rights of SUMMIT
            created under this Agreement. Exercise of any of the foregoing
            powers shall be in the sole discretion of SUMMIT without any duty to
            do so.

      19.   Disclosure of Information.

                  Client's hereby consents to SUMMIT disclosing to any financial
            institution or investor providing financing for SUMMIT, any and all
            information, knowledge, reports and records, including, without
            limitation, financial statements, concerning Client's or any
            guarantor.

      20.   Fee on Unpaid Chargebacks.

                  In the event Client's fail to pay any chargeback, Client's
            agree to pay a fee on the chargeback amount from the date of
            chargeback until paid, both before and after judgment, of thirty six
            percent (36%) per annum, unless such fee is in violation of law in
            which case such fee shall be at the maximum rate allowable by law.

      21.   Sale of All Acceptable Accounts.

                  Unless otherwise agreed in writing by SUMMIT, Client's may not
            sell only a portion of the accounts for any particular account
            debtor to SUMMIT but shall offer to sell to SUMMIT all acceptable
            accounts of an account debtor unless Client's elects not to sell any
            accounts of that account debtor to SUMMIT.

      22.   Collection of Chargeback Accounts.

                  Until a chargeback has been paid in full, SUMMIT shall retain
            the right to collect the account(s) giving rise to such chargeback.
            All out of pocket expenses, including reasonable attorneys fees and
            legal expenses, incurred by SUMMIT in seeking collection of such
            chargeback account(s) shall be added to the amount due for payment
            of said chargeback. Client's hereby authorizes SUMMIT to initiate
            any legal action to collect a chargeback account which is not paid
            by Client's within fifteen (15) days of chargeback. Client's further
            authorizes SUMMIT to settle or compromise any such chargeback
            account, in the sole discretion of SUMMIT subject only to acting in
            good faith, which has not been paid within fifteen (15) days of
            chargeback. Any deficiency remaining after such settlement or
            compromise shall remain as a chargeback.

      23.   No Third Party Beneficiary.

                  This Agreement is made for the sole and exclusive benefit of
            SUMMIT and Client's and is not intended to benefit any third party.
            No such third party may claim any right or benefit or seek to
            enforce any term or provision of this Agreement.

      24.   Indemnification.

                  Client's agree to indemnify SUMMIT for any and all claims,
            liabilities, and damages which may be awarded against SUMMIT, and
            for all reasonable attorneys fees, legal expenses and other expenses
            incurred in defending such claims, arising from or relating in any
            manner to the purchase of accounts pursuant to the terms of this
            Agreement, excluding claims based on the negligence or misconduct of
            SUMMIT. SUMMIT shall have sole and complete control of the defense
            of any such claims, and is hereby given authority to settle or
            otherwise compromise any such claims as SUMMIT, in good faith,
            determines shall be in its best interests.

      25.   Default and Remedies.

                  Time is of the essence of this agreement. The occurrence of
            any of the following events shall constitute a default under this
            Agreement and be termed an "Event of Default":

            a.    Failure by Client's to promptly repurchase any account or pay
                  any chargeback in accordance with the terms of this Agreement;

            b.    Client's fails in the payment or performance of any
                  obligation, covenant, agreement, or liability created by this
                  Agreement;

            c.    Any representation, warranty, or financial statement made by
                  or on behalf of Client's in this Agreement, or on behalf of
                  any guarantor of this Agreement, proves to have been false or
                  materially misleading when made or furnished;

                                                Initial [_________] Date 3/29/01

                                       6
<PAGE>

            d.    Any default or event which, with the giving of notice or the
                  passage of time or both, occurs on any indebtedness of
                  Client's or any such guarantor to others;

            e.    Client's or any such guarantor becomes dissolved or
                  terminated, or experiences a business failure;

            f.    A receiver, trustee, or custodian is appointed for any part of
                  Clients' or any such guarantor's property, or any part of
                  Clients' or any such guarantor's property is assigned for the
                  benefit of creditors;

            g.    Any proceeding is commenced or petition filed under any
                  bankruptcy or insolvency law by or against Client's or any
                  such guarantor;

            h.    Any judgment is entered against Client's or any such guarantor
                  which may materially affect Clients' or any such guarantor's
                  financial condition;

            i.    Client's or any such guarantor becomes insolvent or unable to
                  pay its debts as they mature; or

            j.    The accounts purchased by SUMMIT from Client's become, for any
                  reason whatsoever, substantially delinquent or uncollectible.
                  Waiver of any Event of Default shall not constitute a waiver
                  of any subsequent Event of Default.

                  Upon the occurrence of any event of Default and at any time
            thereafter, at the election of SUMMIT and without notice of such
            election, SUMMIT may terminate the right of Client's or factor
            accounts to SUMMIT and all obligations of Client's to SUMMIT shall
            become immediately due and payable. At the election of SUMMIT, all
            outstanding recourse accounts and outstanding limited recourse
            accounts which are eligible for chargeback may be immediately
            subject to chargeback. SUMMIT shall have the right to enter upon any
            premises where the Collateral or records pertaining thereto may be
            take possession of the Collateral and records relating thereto or,
            Client's shall, if requested by SUMMIT, assemble such Collateral and
            records at a place designated by SUMMIT. SUMMIT shall have all
            rights and remedies under the Uniform Commercial Code. Without
            notice to Client's, SUMMIT may obtain the appointment of a receiver
            of the business, property and assets of Client's and Client's
            consents to the appointment of SUMMIT or such person as SUMMIT may
            designate as such receiver. SUMMIT may continue to hold the Reserve
            for payment of any obligations of Client's to SUMMIT then existing
            or which may thereafter arise. At any time after the occurrence of
            an Event of Default, SUMMIT may, in its desecration, apply the
            reserve against obligations of Client's owing to SUMMIT. In the
            event the Reserve is applied against chargeback shall remain the
            property of SUMMIT and SUMMIT may continue to pursue and collect
            such accounts until all obligations of Client's to SUMMIT then owing
            or which may thereafter arise have been paid in full or are
            otherwise satisfied.

                  SUMMIT may sell, lease or otherwise dispose of any or all of
            the Collateral and, after deducting the reasonable costs and
            out-pocket expenses incurred by SUMMIT, including, without
            limitation, (1) reasonable attorney fees and legal expenses, (2)
            transportation and storage costs, (3) advertising of sale of the
            Collateral, (4) sale commissions, (5) sales tax, (6) costs for
            improving or repairing the Collateral, and (7) costs for
            preservation and protection of the Collateral, apply the remainder
            to pay, or to hold as a reserve against, the obligations secured by
            the Collateral.

      26.   Payment of Expenses and Attorneys Fees.

                  Client's shall pay all reasonable expenses of SUMMIT relating
            to the negotiation, drafting of documents, and documentation of this
            Agreement, and administration of this Agreement, including, without
            limitation, title insurance, recording fees, filing fees, reasonable
            attorneys fees and legal expenses, audit fees, inspection fees, wire
            transfer fees, and overnight delivery expenses, whether incurred in
            entering into this Agreement, in future amendments or modifications
            to this Agreement, or in ongoing administration of this Agreement.
            SUMMIT currently charges a fee for field audit of Clients' records
            and business of $600.00 per day plus travel expenses.

                  Upon occurrence of an Event of Default, Client's agrees to pay
            all costs and expenses, including reasonable attorney fees and legal
            expenses, incurred by SUMMIT in enforcing or exercising any remedies
            under this Agreement or any other rights and remedies.

                  Client's agrees to pay all expenses, including reasonable
            attorney fees and legal expenses, incurred by SUMMIT in any
            bankruptcy proceedings of any type involving Client's, this
            Agreement, or the Collateral, including, without limitation,
            expenses incurred in modifying or lifting the automatic stay,
            determining adequate protection, use of cash collateral or relating
            to any plan of reorganization.

      27.   Bankruptcy Considerations.

                  In addition to any other covenants made herein by Client's,
            Client's covenant that they will notify SUMMIT of any voluntary or
            involuntary bankruptcy petition filed by or against Client's or any
            guarantor of this Agreement under the United States Bankruptcy Code,
            within twenty-four (24) hours of any such filing. Failure to notify
            SUMMIT of any such bankruptcy filing within twenty-four (24) hours
            shall constitute an Event of Default.

                  Client's acknowledges that this Agreement is a contract to
            extend debt financing or financial accommodations to or for the
            benefit of Client's within the meaning of 11 U.S.C. Section
            365(c)(2) and, as such, may not be assumed or assigned. SUMMIT shall
            be under no obligation to purchase accounts under this Agreement
            from and after the filing of any voluntary or involuntary petition
            against Client's. However, SUMMIT may, at its sole option, agree to
            provide post-petition financing to the debtor and/or
            debtor-in-possession after the filing of a voluntary or involuntary
            bankruptcy petition by or against Client's. Any such agreement to
            provide post-petition financing shall not obligate SUMMIT to
            purchase accounts until such time as the Bankruptcy Court approves
            the post-petition financing agreement.

      28.   Jury Waiver, Exclusive Jurisdiction of Utah Courts.

                  Client's hereby irrevocably submits to the jurisdiction of any
            Utah State or Federal court sitting in Salt Lake County in any
            action or proceeding arising out of or relating to this Agreement,
            or any other agreements, and Client's hereby irrevocably agrees that
            all claims, with respect to such action or proceeding court.
            Client's hereby irrevocably waives, to the fullest extent Client's
            may effectively do so, the defense of inconvenient forum to the
            maintenance of such action or proceeding. Client's irrevocably
            consents to the service of any and all process in any such action or
            proceeding by the mailing of copies of such process to Clients'
            address specified in the Agreement. Client's agrees that a final
            judgment in any such action or proceeding shall be conclusive and
            may be enforced in other jurisdictions by suit on the judgment or in
            any other matter provided by law. Nothing in this Section shall
            affect SUMMIT'S right to serve legal process in any other manner
            permitted by law or affect SUMMIT'S right to bring an action or
            proceeding against Client's or Clients' properly in the courts of
            other jurisdictions.

            CLIENT'S HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY OF ANY
            ACTION OR PROCEEDING ASSERTING ANY CAUSE OF ACTION, CLAIM, THIRD
            PARTY CLAIM OR COUNTERCLAIM (COLLECTIVELY, "CLAIMS") ARISING OUT OF
            OR RELATING TO THIS AGREEMENT, ANY OTHER AGREEMENT, OR THE
            COLLATERAL. THIS WAIVER EXTENDS TO ALL SUCH CLAIMS, INCLUDING,
            WITHOUT LIMITATION, CLAIMS WHICH INVOLVE PERSONS OR ENTITIES OTHER
            THAN SUMMIT, CLAIMS WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED
            TO THE RELATIONSHIP BETWEEN SUMMIT AND CLIENT'S, AND ANY CLAIMS FOR
            DAMAGES, BREACH OF CONTRACT, SPECIFIC PERFORMANCE, TORT OR ANY
            EQUITABLE OR LEGAL RELIEF OF ANY KIND.

                                                Initial ___________ Date 3/29/01

                                       7
<PAGE>

      29.   Severability of Invalid Provisions. Headings, Interpretations of
            Agreement.

                  Any provision of this Agreement which is prohibited or
            unenforceable in any jurisdiction shall, as to such jurisdiction, be
            ineffective to the extent of such prohibition or unenforceability
            without invalidating the remaining provisions hereof, and any such
            prohibition or unenforceability in any jurisdiction shall not
            invalidate or render unenforceable such provision in any other
            jurisdiction.

                  All headings in this Agreement are inserted for convenience
            and shall not be considered part of the Agreement or be used in its
            interpretation.

                  All references in this Agreement to the singular shall be
            deemed to include the plural when the context so requires, and visa
            versa. References in the collective or conjunctive shall also
            include the disjunctive unless the context otherwise clearly
            requires a different interpretation.

      30.   Notices.

                  All notices hereunder shall be in writing and may be mailed,
            postage prepaid, addressed as follows:

                  To SUMMIT:

                        SUMMIT Financial Resources, L. P.
                        2323 South Foothill Drive
                        Salt Lake City, UT 84109
                        Attention: Director of Operations

                  To Client's:
                        JK Distribution Inc.
                        9127 Thrasher Avenue (P.O. Box 691447)
                        Los Angeles, CA 90069-9447
                        Attention: Robert A. Friedland

                        Jill Kelly Productions, Inc.
                        9127 Thrasher Avenue (P.O. Box 691447)
                        Los Angeles, CA 90069-9447
                        Attention: Robert A. Friedland

                  Any notice so mailed shall be deemed given three (3) days
            after mailing. Any notice otherwise delivered shall be deemed given
            when received by the addressee.

      31.   Survival of Representations. Warranties and Covenants.

                  All agreements, representations, warranties and covenants made
            herein by Client's shall survive the execution and delivery of this
            Agreement and any bankruptcy proceedings involving Client's and
            shall continue in effect so long as any obligation to SUMMIT
            contemplated by this Agreement is outstanding and unpaid,
            notwithstanding any termination of this Agreement.

      32.   Assignability.

                  This Agreement is not assignable or transferable by Client's
            and any such purported assignment or transfer is void. This
            Agreement shall be binding upon the successors of Client's. Client's
            acknowledges and agrees that SUMMIT may assign all or any portion of
            this Agreement, including, without limitation, assignment of the
            rights, benefits and remedies of SUMMIT hereunder without any
            assignment of the duties, obligations or liabilities of SUMMIT
            hereunder.

      33.   Integrated Agreement. Amendment, Headings. Governing Law.

                  This Agreement shall replace and supersede any prior agreement
            between Client's and SUMMIT.

                  This Agreement and the documents identified or contemplated
            herein constitute the entire agreement between SUMMIT and Client's
            as to the subject matter hereof and may not be altered or amended
            except by written agreement signed by SUMMIT and Client's. No
            provision hereof may be waived by SUMMIT except upon written waiver
            executed by SUMMIT. This Agreement shall be governed by and
            construed in accordance with the laws of the State of Utah and this
            Agreement shall be deemed to have been executed by the parties in
            the State of Utah.

Dated: 3/29, 2001.

                                       JK Distribution Inc.

                                       BY: /s/ Robert A. Friedland
                                           -----------------------------------
                                           Robert A. Friedland
                                       Title (Its): Chairman/CEO

                                       Jill Kelly Productions, Inc.

                                       By: /s/ Robert A. Friedland
                                           -----------------------------------
                                           Robert A. Friedland
                                       Title (Its): Chairman/CEO

Witnessed or verified signature by: [ILLEGIBLE]

                                       SUMMIT Financial Resources, L. P.,
                                       a Hawaii limited partnership

                                       By: [ILLEGIBLE]

                                       Title: Authorized Representative

                                                      Initial_____ Date ________

                                       8