FINANCING AGREEMENT

     THIS FINANCING AGREEMENT ("Agreement"), dated as of May 19, 1999, is by and
between IMPERIAL WORLD, INC. an Illinois corporation ("Imperial"), and ULLENBERG
CORP.,  an  Illinois  corporation  ("Ullenberg",  and  together  with  Imperial,
collectively  referred to as "Borrowers") with their principal place of business
at 1010 Executive Court, Suite 300, Westmont,  Illinois 60559, BUSINESS ALLIANCE
CAPITAL CORP., a Delaware corporation ("Lender"), with its main office at 710 E.
Ogden, Suite 540, Naperville, IL 60563-8613.

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

     Section 1.1 Defined Terms.  As used in this  Agreement the following  terms
shall have the following respective meanings:

     "Accounts", "Equipment", "General Intangibles", "Goods", "Instruments", and
"Inventory",  shall have the meanings as given to them in the Uniform Commercial
Code as currently adopted in the State of Illinois.

     "Affiliate"  shall mean,  when used with reference to any Person,  (a) each
Person that,  directly or  indirectly,  controls,  is  controlled by or is under
common control with, the Person referred to, (b) each Person which  beneficially
owns or holds,  directly  or  indirectly,  five  percent or more of any class of
voting  stock of the Person  referred to (or if the Person  referred to is not a
corporation, five percent or more of the equity interest), (c) each Person, five
percent or more of the  voting  stock (or if such  Person is not a  corporation,
five percent or more of the equity  interest) of which is beneficially  owned or
held,  directly or indirectly,  by the Person  referred to, and (d) each of such
Person's  officers,  directors,  joint  ventures and partners,  the term control
(including the terms  "controlled by" and "under common control with") means the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction of the management and policies of the Person in question.

     "Annual Fee" shall be as defined in Section 2.8.

     "Borrowing Base Certificate" shall be as defined in Section 2.2.

     "Business  Day" shall mean any day other than a  Saturday,  Sunday or legal
banking holiday in the State where Lender is located.

     "Change in Control"  shall mean the failure of IWI Holding  Limited to own,
directly or indirectly,  100% of the equity  securities of Imperial  entitled to
vote in the election of directors of the failure of Imperial to own, directly or
indirectly,  one hundred  percent  (100%) of the equity  securities of Ullenberg
entitled to vote in the election of directors.

<PAGE>


     "Closing Date" shall mean the date of this  Agreement;  provided,  that all
the conditions precedent to the making of the initial loans or advances,  as set
forth in Article VI, have been, or, on such Closing Date, will be, satisfied.

     "Eligible  Accounts"  shall mean Accounts  owned by either  Borrower  which
Lender, in its sole and absolute  discretion,  deems eligible for advances,  but
which, at a minimum, are subject to a first priority perfected security interest
in favor of Lender and not subject to any  assignment,  claim or Lien other than
the Lien in favor of Lender and other Liens  consented  to by Lender in writing,
but  specifically  excluding:  (a) Accounts which are not earned by performance;
(b)  Accounts  owed by an account  debtor  where 20% or more of the Accounts due
from such account  debtor are otherwise  ineligible;  (d) Accounts  representing
progress  billings,  or  retainages,  or for  work  covered  by any  payment  or
performance bond; (e) Accounts owed by any of either Borrower's Affiliates;  (f)
Accounts  owed by account  debtors  not  located in the  United  States,  unless
supported by a letter of credit has been delivered and assigned to Lender and is
in form and  substance  satisfactory  to Lender;  (g)  Accounts  as to which any
warranty  or  representation  contained  in  any  security  agreement  or  other
agreement of a Borrower with or given to Lender with respect to any such Account
is untrue in any material  respect;  (h) Accounts as to which the account debtor
has disputed liability,  or made any claim with respect to any other Account due
from such  account  debtor to the  Borrower  to who such  account  is owed;  (i)
Accounts  subject  to  setoff  or   counterclaim;   (j)  Accounts  owed  by  any
governmental or governmental agency; (k) Accounts evidenced by a promissory note
or other  instrument;  and (l) Accounts which are not due and payable within one
hundred  twenty (120) days of the date of the original  invoice  therefore:  (m)
Accounts  as to which  Lender  believes,  for any  reason,  that  collection  is
doubtful  including,  without  limitation,   because  of  the  account  debtor's
insolvency or financial inability to pay.

     "Eligible  Inventory" shall mean Inventory of either Borrower which Lender,
in its sole and absolute  discretion,  deems  eligible for  advances,  but which
meets the  following  minimum  requirements:  (a) it is owned by a Borrower,  is
subject to a first priority  perfected security interest in favor of Lender, and
is not subject to any  assignment,  claim or Lien other than (i) a Lien in favor
of Lender and (ii) Liens  consented to by Lender in writing;  (b) it consists of
raw materials or finished  product (not including work in process and supplies);
(c) if held for sale or lease or furnishing  under  contracts of service,  it is
(except as Lender may otherwise  consent in writing) new and unused;  (d) except
as Lender may otherwise consent, it is not stored with a bailee, warehousemen or
similar party; if so stored with Lender's consent, such bailee,  warehousemen of
similar  party has  issued  and  delivered  to  Lender's  consent  such  bailee,
warehousemen or similar party; if so stored with Lender's consent,  such bailee,
warehousemen or similar party; if so stored with Lender's consent,  such bailee,
warehousemen  or similar party has issued and  delivered to Lender,  in form and
substance  acceptable to Lender,  such  documents  and  agreements as Lender may
require including,  without limitation,  warehouse receipts therefor in Lender's
name; (e) Lender has determined, in its sole and absolute discretion, that it is
not unacceptable due to age, type, category,  quality and/or quantity; (f) it is
not held by either  Borrower  on  consignment  and is not  subject  to any other
repurchase  or  return  agreement;  (g) it is not held by a  customer  of either
Borrower or any other Person on consignment;  (h) it complies with all standards
imposed by any governmental  agency having regulatory  authority over such goods
and/or their use,  manufacture or sale; and (i) the warranties,  representations
and  covenants  contained  in  the  Security  Agreement  or any  other  security
agreement  or other  agreement  of  Borrowers  with or given to Lender  relating
directly or  indirectly to  Borrowers'  Inventory  are  applicable to it without
exception and are not being breached or violated.

                                       2
<PAGE>

     "Event  of  Default"  shall  have the  meaning  set  forth in the  Security
Agreement.

     "GAAP" shall mean generally accepted accounting principles set forth in the
opinions and  pronouncements of the Accounting  Principles Board of the American
Institute of Certified Public  Accountants and statements and  pronouncements of
the Financial  Accounting  Standards  Board or in such other  statements by such
other  entity as may be  approved  by a  significant  segment of the  accounting
profession,  which  are  applicable  to  the  circumstances  as of any  date  of
determination.

     "Guarantor" shall mean Joseph K. Lau.

     "Guaranty" shall mean that certain Guaranty of even date herewith  executed
by Guarantor  in favor of Lender,  unconditionally  guarantying  the payment and
performance of Borrower's Obligations.

     "Loan  Documents"  shall mean all  agreements,  instruments  and  documents
including,  without limitation,  guaranties,  mortgages,  trust deeds,  pledges,
powers  of  attorney,  consents,   assignments,   contracts,  notices,  security
agreements,  leases, financing statements and all other writings heretofore, now
or from time to time  hereafter  executed by or on behalf of either  Borrower or
any  other  Person  and  delivered  to  Lender or to any  parent,  affiliate  or
subsidiary  of Lender in connection  with the  Obligations  or the  transactions
contemplated hereby.

     "Lien"  shall mean,  with  respect to any Person,  any  security  interest,
mortgage,  pledge,  lien,  charge,  encumbrance,  title  retention  agreement or
analogous  instrument or device (including the interest of each lessor under any
capitalized  lease),  in, of or on any assets or properties of such Person,  now
owned or hereafter acquired, whether arising by agreement or operation of law.

     "Maximum Facility" shall be as defined in Section 2.1(a).

     "Obligations" shall have the meaning as set forth in the Security Agreement
and shall include, without limitation, all Revolving Loans to Borrowers.

     "Person" shall mean any natural person, corporation,  partnership,  limited
partnership,   joint   venture,   firm,   association,   trust,   unincorporated
organization,  government or governmental agency or political subdivision or any
other entity, whether acting in an individual, fiduciary or other capacity.

     "Reference Rate" shall mean the rate of interest announced or pubished from
time to time by First Union  National  Bank,  Philadelphia,  PA, as its prime or
equivalent  rate of interest  ("Reference  Rate"),  which is not necessarily the
lowest rate of interest  charged by First Union  National Bank to its commercial
borrowers.  For purposes of  determining  any interest rate  hereunder  which is
based on the  Reference  Rate,  such  interest rate shall change as and when the
Reference Rate changes.

                                       3
<PAGE>

     "Revolving Loans" shall be as defined in Section 2.1(a).

     "Security  Agreement"  shall  mean  that  Security  Agreement  of even date
herewith executed by Borrowers in favor of Lender.

     Section 1.2 Accounting Terms and  Calculations.  Except as may be expressly
provided to the  contrary  herein,  all  accounting  terms used herein  shall be
interpreted  and  all  accounting  determinations  hereunder  shall  be  made in
accordance with GAAP.

     Section 1.3 Other  Definitional  Terms,  Terms of  Construction.  Terms not
otherwise  defined  herein  shall have the  meanings  as ascribed to them in the
Security Agreement,  which is expressly adopted hereby and incorporated  herein.
All other incorporations by reference of covenants,  terms, definitions or other
provisions from other agreements are incorporated into this Agreement as if such
provisions were fully set forth herein and include all necessary definitions and
related  provisions  from  such  other  agreements.   References,  to  Sections,
Exhibits,  Schedules  and the  like  are  references  to this  Agreement  unless
otherwise expressly provided.

                                   ARTICLE II

                                TERMS OF LENDING

     Section 2.1 Loans and Advances.  On the terms and subject to the conditions
hereof, at Imperial's  request,  Lender, in its absolute and sole discretion and
without  any  commitment  to do so, may make the  following  loans and  advances
available to Imperial on behalf of Borrowers:

          (a) Revolving Loans and Advances.  Lender, in its sole discretion, may
     make loans and advances to Borrowers of up to  sixty-five  percent (65%) of
     the net amount of Eligible  Accounts  which are listed in  Borrower's  most
     current Borrowing Base Certificate delivered to Lender and which are deemed
     eligible for advances by Lender,  or such greater or lesser  percentage  at
     Lender's sole and absolute  discretion,  not to exceed a maximum  amount of
     $2,500,000  outstanding  at any time, and up to thirty percent (30%) of the
     lower of cost or  market  value of  Eligible  Inventory  which is listed in
     Borrower's  most current  Borrowing  Base  Certificate  and which is deemed
     eligible for advances by Lender,  or such greater or lessor  percentage  at
     Lender's sole and absolute  discretion,  not to exceed a maximum  amount of
     $750,000  outstanding at any time,  provided  however,  such limit shall be
     increased,  at Borrowers' election, to $900,000 outstanding at any time for
     a period of not more than sixty (60)  consecutive days during each calendar
     year ("Seasonal  Increase"),  but in any case,  subject to such reserves as
     Lender  elects to  establish  from time to time in its sole  discretion  of
     effectuate the terms and conditions set forth herein (and collectively, the
     "Revolving Loans"). In no event shall the maximum amount of Revolving Loans
     outstanding at any time exceed $2,500,000 ("Maximum Facility"). Section 2.2
     Procedure for Advances, Wire Transfer Fees. Any request by Borrowers for an
     advance  shall be in  writing  and must be  given so as to be  received  by
     Lender  not later than 10:30 a.m.  Chicago  time on the  requested  advance
     date,  or such  later  time as may be  acceptable  to  Lender  in its  sole
     discretion.  Each  request for a Revolving  Loan shall be  irrevocable  and
     shall be deemed a representation by Borrowers that on the requested advance
     date and after  giving  effect to such  advance the  applicable  conditions
     specified in Article III have been and will  continue to be  satisfied  and
     the representations and warranties set forth in Article IV will continue to
     be true.  Each  request  for an advance  shall  specify  the request for an
     advance shall be accompanied by a Borrowing  Base  Certificate  signed by a
     duly authorized officer of each Borrower in form and substance satisfactory
     to Lender  ("Borrowing Base  Certificate").  If Lender  determines,  in its
     absolute and sole discretion,  to make the requested  advance,  Lender will
     wire  transfer to a bank account  designated  by Borrowers on the requested
     advance date the amount of the  requested  advance.  Borrowers  will pay to
     Lender a wire  transfer  fee of $20.00 per wire  transfer of any advance to
     Borrower's  account.  If Lender  elects  to make an  advance  based  upon a
     request by Borrowers after 10:30 a.m.  Chicago time,  Borrowers will pay an
     additional wire transfer fee as specified by Lender from time to time.

                                       4
<PAGE>

     Section 2.3 Interest Rates and Interest Payments.  Interest shall accrue on
the unpaid balance of the  Obligations at a floating rate per annum equal to the
sum of the Reference  Rate plus three percent (3%) (the  "Applicable  Rate") and
shall be due and  payable  monthly in  arrears on the last day of each  calendar
month; provided, however, that upon the occurrence and during the continuance of
any Event of  Default,  the  unpaid  balance  of the loans  and  advances  shall
thereafter  bear  interest  at a  floating  rate  equal  to the  sum of (a)  the
Applicable  Rate,  plus  (b) 2% and  shall be due and  payable  on  demand;  and
provided  further  that the minimum  amount of  interest  due and payable in any
month shall not be less than the sum of $1,000,000  multiplied by the Applicable
Rate during such period.

     Section 2.4 Repayment and Prepayment.

     ALL LOANS AND  ADVANCES  SHALL BE DUE AND  PAYABLE ON DEMAND.  NOTHING  SET
FORTH IN THIS  AGREEMENT,  THE SECURITY  AGREEMENT  OR ANY OTHER LOAN  DOCUMENTS
BETWEEN  BORROWERS  AND LENDER SHALL IN ANY WAY LIMIT  LENDER'S  RIGHT TO DEMAND
PAYMENT OF THE OBLIGATIONS IN WHOLE OR IN PART.

     Section 2.5 Computation.  Interest on the Obligations  shall be computed on
the basis of actual days elapsed and a year of 360 days.

     Section 2.6 Closing Fee.  Borrowers shall pay to Lender a closing fee in an
amount equal to one percent (1%) of the Maximum  Facility  payable in advance on
the Closing Date.

     Section 2.7 Monitoring  Fee.  Borrowers  shall pay Lender a monitoring fee,
monthly,  in  arrears,  commencing  on the  first day of the  first  full  month
following the Closing Date and on the first day of each month thereafter, and on
the date of demand for payment of the  Obligations,  equal to one-quarter of one
percent (.25%) of the average  outstanding  amount of the Revolving Loans during
the immediately preceding month.

                                       5
<PAGE>

     Section 2.8 Annual Fee.  Borrowers shall pay to Lender and annual fee in an
amount  equal to one percent  (1%) of the  Maximum  Facility  per year  ("Annual
Fee"),  payable  on the  first  anniversary  of the  Closing  Date  and on  each
anniversary of the Closing Date thereafter.


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

     Borrowers represent and warrant to Lender that:

     Section 3.1  Organization,  Standing,  Etc.  Each Borrower is a corporation
duly  incorporated  and validly  existing and in good standing under the laws of
the jurisdiction of its incorporation and has all requisite  corporate power and
authority  to  carry on its  business  as now  conducted,  to  enter  into  this
Agreement  and  to  perform  its  obligations  hereunder  and  thereunder.  This
Agreement has been duly  authorized by all necessary  corporate  action and when
executed  and  delivered  will  be the  legal  and  binding  obligation  of each
borrower.  The execution and delivery of this  Agreement or other Loan Documents
will not violate either  Borrower's  Articles of  Incorporation or Bylaws or any
law or agreement  applicable  to either  Borrower.  No  governmental  consent or
exemption  is  required  in  connection  with either  Borrower's  execution  and
delivery of this Agreement.

     Section 3.2  Financial  Statements  and No  Material  Adverse  Change.  IWI
Holding Limited's ("Holding")  consolidated  financial statements as at December
31,  1998 and its  financial  statement  as at March  31,  1999,  as  heretofore
furnished to Lender,  have been  prepared in accordance  with GAAP.  Holding and
Borrowes  have  no  material  obligation  or  liability  not  disclosed  in such
financial  statements  and  there  has been no  material  adverse  change in the
condition  of either  Borrower  or  Holding  since  the dates of such  financial
statements.

     Section 3.3 Litigation.  Except as set forth in Schedule 3.3 hereof,  there
are no actions,  suits or proceedings pending or, to the knowledge of Borrowers,
threatened  against or affecting Holding or either Borrower which, if determined
adversely to Holding or such Borrower,  would have, a material adverse effect on
the financial condition, business or operations of Borrowers or their ability to
repay the  Obligations.  Borrowers are not in violation of any law or regulation
(including  environmental  laws and  regulations  and laws  relating to employee
benefit  plans) where such  violation  could  reasonably be expected to impose a
material liability on either Borrower.

     Section 3.4 Taxes.  Holding and Borrower have filed all federal,  state and
local tax returns  required to be filed and has paid or made  provision  for the
payment of all taxes due and payable  pursuant to such  returns and  pursuant to
any assessments  made against it or any of its property (other than taxes,  fees
or charges the amount or validity of which is currently  being contested in good
faith  by  appropriate  proceedings  and  with  respect  to  which  reserves  in
accordance with GAAP have been provided on the books of Holding or Borrowers).

                                       6
<PAGE>

     Section 3.5  Subsidiaries.  Except for Ullenberg,  which is a subsidiary of
Imperial, neither Borrower has any subsidiaries.


                                   ARTICLE IV

                              AFFIRMATIVE COVENANTS

     Until this  Agreement  shall have  expired  or been  terminated  and all of
Borrowers'  Obligations  to Lender shall have been paid in full,  unless  Lender
shall otherwise consent in writing:

     Section 4.1 Financial  Statements  and Reports.  Borrowers  will furnish to
Lender:

          (a) As soon as  available  and in any event  within  ninety  (90) days
     after  the  end of  each  fiscal  year  of  Holding,  audited  consolidated
     financial  statements  of  Holding  consisting  of at least  statements  of
     income, cash flow and changes in stockholders'  equity, and a balance sheet
     as at the end of such year,  setting forth in each case in comparative form
     corresponding  figures from the previous  fiscal year of Holding,  together
     with a report and opinion of Blackman, Kallick & Bartelstein, or such other
     independent   certified  public  accountants   selected  by  Borrowers  and
     acceptable to Lender.

          (b) As soon as  available  and in any event  within  fifteen (15) days
     after the end of fiscal month,  unaudited consolidated financial statements
     of Holding  for such month and for the period  from the  beginning  of such
     fiscal year to the end of such month,  substantially  similar to the annual
     audited statements.

          (c) Concurrently  with each request for a loan or advance,  and in any
     event not less than weekly, a Borrowing Base Certificate.

          (d) As soon as  practicable  and in any event within fifteen (15) days
     after the end of each month,  (i) a listing of all Accounts,  together with
     an aging of all Accounts and a reconciliation  of such Accounts against the
     listing submitted pursuant hereto for the immediately preceding month, (ii)
     a list of all  Inventory,  setting  forth the fair market value and cost of
     such  Inventory and all sales,  returns and  allowances  and  miscellaneous
     charges,  and (iii) a listing of all  accounts  payable,  together  with an
     aging of all accounts  payable all in form and  substance  satisfactory  to
     Lender.

          (e) As soon as filed,  copies of all state  and  federal  tax  returns
     filed  by  Holding,  Borrowers  and  Guarantor,  together  with an  updated
     personal   financial   statements   of  Guarantor  in  form  and  substance
     satisfactory to Lender as required by the Guaranty.


                                       7
<PAGE>

          (f)  Within  five (5) days  after the due date,  proof of  payment  or
     deposit,  when due, of all withholding and F.I.C.A.  taxes owing by Holding
     or  Borrowers  from time to time,  in form and  substance  satisfactory  to
     Lender by a payroll  service  satisfactory  to  Lender  and whose  services
     Holding and Borrowers shall at all times retain.

          (g) From time to time, such other information  regarding the business,
     operation  and  financial  condition  of Holding or Borrowers as Lender may
     reasonably request.

     Section 4.2 Corporate  Existence.  Borrowers will maintain their  corporate
existence in good standing under the laws of their jurisdiction of incorporation
and their  qualification to transact business in each jurisdiction where failure
so to qualify would preclude  Borrowers from enforcing their rights with respect
to any material asset or would expose Borrowers to any material liability.

     Section 4.3 Insurance.  Borrowers will maintain with financially  sound and
reputable  insurance companies such insurance as may be required by law and such
other  insurance in such amounts and against such hazards as is customary in the
case of  reputable  corporations  engaged  in the same or similar  business  and
similarly  situated  including,  without  limitation,  such  insurance as may be
required under the Security Agreement.

     Section 4.4 Payment of Taxes and Claims. Borrowers will file and will cause
Holding to file all tax  returns  and  reports  which are  required by law to be
filed by them or Holding and will pay before they become delinquent,  all taxes,
assessments and governmental  charges and levies imposed upon them or Holding or
Borrowers'  or  Holdings'  property  and  all  claims  or  demands  of any  kind
(including those of suppliers, mechanics, carriers, warehousemen,  landlords and
other like  Persons)  which,  if unpaid,  might result in the creation of a Lien
upon its property.

     Section 4.5  Inspection.  Borrowers  will permit any Person  designated  by
Lender to visit and inspect any of the properties,  books and financial  records
of  Borrowers,  to examine and to make copies of the books of accounts and other
financial  records  of  Borrowers,  and to discuss  the  affairs,  finances  and
accounts of Borrowers with their officers at such reasonable times and intervals
as Lender may  designate.  Borrowers  shall also allow  Lender and its agents to
conduct  periodic  collateral  audits of Borrowers'  assets at such intervals as
Lender  may  choose,  and  Borrowers  shall pay to Lender a fee in the amount of
$650.00 per day, per auditor,  plus out-of-pocket costs and expenses incurred in
connection with such collateral audits,  (provided,  that so long as no Event of
Default has occurred and is continuing,  Borrowers  shall not be required to pay
for more than four (4) collateral audits in any calendar year).

     Section  4.6  Maintenance  of  Properties.   Borrowers  will  maintain  its
properties in good  condition,  repair and working order,  and supplied with all
necessary  equipment,  and make all necessary repairs,  renewals,  replacements,
betterments  and  improvements  thereto,  all as may be  necessary  so that  the
business carried on in connection  therewith may be properly and  advantageously
conducted at all times.


                                       8
<PAGE>

     Section 4.7 Books and  Records.  Borrowers  will keep  adequate  and proper
records and books of account in which full and correct  entries  will be made of
their dealings, business and affairs.

     Section 4.8 Compliance. Borrowers will comply in all material respects with
all laws, rules and regulations to which they may be subject.

     Section 4.9 Notice of Litigation. Borrowers will give prompt written notice
to  Lender of the  commencement  of any  action,  suit or  proceeding  affecting
Borrowers.

     Section 4.10 Plans.  Borrowers will maintain any employee  benefit plans in
compliance with all material requirements of applicable laws and regulations.

     Section 4.11 Reaffirmation of Guaranties.  When so requested by Lender from
time to time,  Borrowers will promptly cause  Guarantor or any other Persons who
have  guaranteed the  obligations of Borrowers  hereunder or any part thereof to
execute and deliver to Lender  reaffirmations of their respective  guaranties in
such form as Lender may require.

     Section 4.12 Special Agreements Regarding Accounts.

          (a)  Collection  of Accounts  and all other  amounts due to  Borrowers
     shall be subject to the  provisions  of  paragraphs 3 and 4 of the Security
     Agreement concerning the Lockbox and Collateral Account (as those terms are
     defined in the Security  Agreement).  Borrowers  shall  provide to Lender a
     daily collection report of all Accounts collected. All collections received
     in the Collateral  Account and reported to Lender before 2:00 p.m.  Chicago
     time on any  Business  Day shall be  applied  to the  payment  of loans and
     advances (in such order of  application as Lender may determine) on the day
     so received,  or otherwise on the next Business Day; provided however, that
     for  purposes of  determining  the  interest  due and payable on the unpaid
     balance  of the loans and  advances  under  Section  2.3,  all  collections
     received in the  Collateral  Account shall be applied to the unpaid balance
     of the loans and advances when such  collections  become finally  collected
     funds after allowing not less than three (3) Business Days for  collection.
     At Lender's request, Borrowers will deliver all customer billing statements
     to Lender  for  examination  and for  mailing  in  Borrower's  stamped  and
     addressed envelopes.

          (b)  All  ledger  sheets  or  cards,   invoices,   shipping   records,
     correspondence  and  other  writings  relating  to  accounts  shall,  until
     delivered to Lender or removed by Lender from Borrower's premises,  be kept
     on Borrower's premises without cost to Lender in appropriate  containers in
     safe places.

          (c) Upon Lender's  demand for payment of the  Obligations,  Lender may
     remove from  Borrower's  premises  all books and  records,  correspondence,
     documents  and files  relating to accounts;  and Lender may without cost or
     expense to Lender use such of  Borrower's  personnel,  supplies,  space and
     equipment  at  Borrower's  place of  business  as Lender may desire for the
     handling of collections.  Borrowers will pay and all out-of-pocket expenses
     and cost of collection  (including  reasonable  attorney  fees) incurred by
     Lender in Lender's handling of or effort to enforce collections.


                                       9
<PAGE>

     4.13  Subordinate  Debt.  Borrowers  shall cause any  shareholders to which
Borrowers are indebted to subordinate the repayment of such  indebtedness to the
repayment  of the  Obligations  by  written  agreement  in  form  and  substance
acceptable to Lender.

                                    ARTICLE V

                               NEGATIVE COVENANTS

     Until this  Agreement  shall have  expired  or been  terminated  and all of
Borrowers'  Obligations  to Lender shall have been paid in full,  unless  Lender
shall otherwise consent in writing:

     Section 5.1 Merger.  Borrower will not merge or  consolidate  or enter into
any analogous  reorganization or transaction with any Person or liquidate,  wind
up or dissolve itself (or suffer any liquidation or dissolution).

     Section  5.2 Sale of Assets.  Borrower  will not sell,  transfer,  lease or
otherwise convey all or any substantial part of their assets except for sales of
Inventory in the ordinary course of business.

     Section 5.3  Dividends.  Borrower  will not pay any  dividends or otherwise
make any distributions  on, or redemptions of, any of their  outstanding  stock;
provided, however, that if Borrower shall be eligible and shall have elected "S"
Corporation  status in  accordance  with  Sections  1361 et seg. of the Internal
Revenue  Code of 1986,  as  amended,  for any  fiscal  year,  Borrowers  may pay
dividends on its capital stock to enable its shareholders to pay income taxes on
income of Borrowers for such fiscal year that it is taxable to the shareholder.

     Section  5.4  Investment.  Borrowers  will not make any loans,  advances or
extensions to credit to any other Person (except for trade and customer accounts
receivable  for Inventory  sold or services  rendered in the ordinary  course of
business and payable in accordance  with  customary  trade terms) or purchase or
acquire any stock or other debt or equity  securities  of or any interest in any
other Person or any integral part of any business or the assets  comprising such
business  or part  thereof,  except for (a)  investments  in readily  marketable
direct  obligations  issued or  unconditionally  guaranteed by the United States
government  or any agency  thereof and supported by the full faith and credit of
the United States or (b) certificates of deposit or bankers'  acceptances issued
by any  commercial  bank  organized  under the laws of the United  States or any
State  thereof  which  has  (i)  combined   capital  and  surplus  of  at  least
$100,000,000 and (ii) a credit rating with respect to its unsecured indebtedness
from a nationally recognized rating service that is satisfactory to Lender.


                                       10
<PAGE>

     Section 5.5 Indebtedness.  Borrowers will not borrow any money or issue any
bonds,  debentures or other debt securities or otherwise become obligated on any
interest  bearing  indebtedness  except  for the loans and  advances  under this
Agreement,   subordinated  debt  provided  for  in  Section  4.13  and  existing
indebtedness  as  disclosed  on the most recent  financial  statement of Holding
referred to in Section 4.1.

     Section 5.6 Liens.  Borrowers will not create,  incur,  assume or suffer to
exist  any  Lien,  or enter  into any  arrangement  for the  acquisition  of any
property  through  conditional  sale,  lease-purchase  or other title  retention
agreements  except for (a) Liens  granted to Lender,  (b) Liens  existing on the
date of this  Agreement  and  disclosed  in  those  UCC or other  Lien  searches
referred  to in Section  6.1 (a) (iv)  which are  consented  to by  Lender,  (c)
deposits  or pledges to secure  payment of workers'  compensation,  unemployment
insurance,  old age pensions or other social security obligations arising in the
ordinary course of business of Borrowers, (d) Liens for taxes, fees, assessments
and governmental  charges not delinquent,  (e) Liens of carriers,  warehousemen,
mechanics and material men, and other like Liens arising in the ordinary  course
of business, for sums not due, (f) Liens incurred or deposits or pledges made or
given in connection  with, or to secure  payment of,  indemnity,  performance or
other similar bonds, or (g)  encumbrances in the nature of zoning  restrictions,
easements and rights or restrictions of record on the use of real property.

     Section  5.7  Contingent  Obligations.   Borrowers  will  not  guaranty  or
otherwise become liable on the indebtedness of any other Person.

     Section 5.8 Change in Control. Borrowers will not allow a Change in Control
to occur.

     Section  5.9  Advance  Ratio.  Borrowers  shall not permit the ratio of the
outstanding  principal  amount of the Obligations  representing  Revolving Loans
against  Eligible   Inventory  to  the  outstanding   principal  amount  of  the
Obligations representing Revolving Loans against Eligible Accounts to exceed (i)
 .9 to .10 at any time when the Seasonal Increase is not in effect,  and (ii) 1.5
to 1.0 at any time when the Seasonal Increase is in effect.

                                   ARTICLE VI

                              CONDITIONS PRECEDENT

     Section 6.1 Conditions Precedent.

          (a) The obligation of Lender to fund the Revolving Loans is subject to
     the  satisfaction  or waiver on or before the Closing Date of the following
     conditions precedent:

               (i) Lender shall have received executed  originals of each of the
          Loan Documents,  agreement,  opinions, reports,  approvals,  consents,
          certificates  and other  documents  set forth on the closing  document
          list  attached  hereto  as  Schedule  6.1(a)  in  form  and  substance
          acceptable to it in its sole discretion;

               (ii) Since  December 31, 1998, no event shall have occurred which
          has had or could  reasonably  be expected  to have a material  adverse
          effect on Holding or  Borrowers'  financial  condition,  operations or
          ability  to  pay  and  perform  the  Obligations   ("Material  Adverse
          Effect"), as determined by Lender in its sole discretion;


                                       11
<PAGE>

               (iii) Lender shall have  received all fees and other  amounts due
          and payable by  Borrowers on or prior to the Closing  Date,  including
          the reasonable fees and expenses of counsel to Lender payable pursuant
          to Section 8.2;

               (iv)  The  Security   Agreement  and/or  any  and  all  financing
          statements with respect thereto shall have been appropriately filed to
          the  satisfaction  of Lender;  Lender shall have received UCC searches
          and/or other Lien searches  satisfactory  to Lender;  and the priority
          and perfection of the Liens created by the Security Agreement in favor
          of Lender shall have been  established to the  satisfaction of Lender;
          and

               (v) Borrowers shall have available  borrowing  capacity under the
          advance formulas set forth in Section 2.1(a) of not less than $250,000
          after  application  of loan  proceeds  required  to  repay in full all
          outstanding  indebtedness  secured  by a Lien  senior  to the  Lien of
          Lender and to retain all outstanding  vendor  obligations in excess of
          their required payment terms.

          (b) After  the  Closing  Date,  the  obligation  of Lender to make any
     requested  Revolving Loans is subject to the satisfaction of the conditions
     precedent  set  forth  below.   Each  such  request   shall   constitute  a
     representation and warranty that such conditions are satisfied:

               (i)  All  representations   and  warranties   contained  in  this
          Agreement and the Loan  Documents  shall be true and correct on and as
          of  the  date  of  such   request,   as  if  then  made,   other  than
          representations and warranties that relate solely to an earlier date;

               (ii) No Event of Default  shall  then  exist or would  exist as a
          result of the making of the requested loan or advance; and

               (iii) Since  December 31, 1998,  no event has occurred  which has
          had or could reasonably be expected to have a Material Adverse Effect.

                                   ARTICLE VII

                            TERMINATION BY BORROWERS

     This agreement shall continue in effect until  terminated upon the earliest
of (i)  occurrence  of an Event of Default,  (ii) not less than thirty (30) days
prior written notice  delivered by Borrowers to Lender by certified mail,  (iii)
Lender's demand for payment of the Obligations,  or (iv) payment by Borrowers of
any accrued  obligations  due to Borrowers'  Affiliate,  Rhine Jewelry  Limited.
Termination  shall not impair or affect  Lender's rights existing as of the time
notice of Termination is given.  Borrowers'  obligations with respect to payment
of any  termination fee shall be fixed and owing as of date such notice is given
and not when such notice becomes effective.


                                       12
<PAGE>

In the event that  Borrowers  give notice to Lender of the  termination  of this
Agreement under this Section VII at any time prior to the second  anniversary of
the date of this Agreement,  Borrowers will pay to Lender a payment  charge,  as
additional  compensation for Lender's costs of entering into this Agreement,  in
the  amount  of (i) five  percent  (5%) of the  Maximum  Facility,  if notice of
termination occurs prior to the first anniversary of the date of this Agreement;
and (ii) two percent  (2%) of the  Maximum  Facility,  if notice of  termination
occurs on or after the first anniversary, but prior to the second anniversary of
the date of this Agreement.


                                  ARTICLE VIII

                                  MISCELLANEOUS

     Section 8.1 Modifications.  Notwithstanding  any provisions to the contrary
herein,  any term of this  Agreement may be amended with the written  consent of
Borrowers;  provided that no amendment,  modification or waiver of any provision
of this  Agreement or consent to any departure by Borrowers  therefrom  shall in
any event be effective unless the same shall be in writing and signed by Lender,
and then such amendment, modification, waiver or consent shall be effective only
in the specific instance and for the purpose for which given.

     Section  8.2  Costs  and   Expenses.   Whether  or  not  the   transactions
contemplated  hereby are  consummated,  Borrowers agree to reimburse Lender upon
demand for all  reasonable  out-of-pocket  expenses  paid or  incurred by Lender
(including  filing and  recording  costs and fees and the fees and  expenses  of
Jenner  &  Block,  counsel  to  Lender)  in  connection  with  the  negotiation,
preparation,  approval, review, execution,  delivery,  amendment,  modification,
interpretation, collection and enforcement of this Agreement, including all fees
due Lender  incurred  pursuant to this  Agreement.  The obligations of Borrowers
under this Section shall survive any termination of this Agreement. In the event
such costs,  fees or expenses  are not  promptly  paid by  Borrowers  on demand,
Lender may set off the amount of any such  costs,  fees or  expenses  from funds
avaiable to Borrowers. If Lender elects, Lender may treat the amount of any such
costs, fees or expenses as a loan or advance hereunder.

     Section 8.3 Waivers,  etc. No failure on the part of Lender to exercise and
no delay in exercising  any power or right  hereunder  shall operate as a waiver
thereof; nor shall any single or partial exercise of any power or right preclude
any other or further  exercise  thereof or the  exercise  of any other  power or
right.  The right  and  remedies  of Lender  hereunder  are  cumulative  and not
exclusive of any right or remedy Lender otherwise has.

     Section 8.4 Notices.  Except when  telephonic  or other notice is expressly
authorized by this Agreement,  any notice or other communication to any party in
connection  with this Agreement  shall be in writing and shall be sent by manual
delivery,  telegram, telex, facsimile transmission,  overnight courier or United
States mail (postage  prepaid)  addressed to such party at the address specified
on the first  page  hereof,  or at such other  address as such party  shall have
specified to the other party  hereto in writing.  All periods of notice shall be
measured from the date of delivery thereof if manually delivered,  from the date
of sending thereof if sent by telegram,  telex or facsimile  transmission,  from
the first  Business Day after the date of sending if sent by overnight  courier,
or from four (4) days after the date of mailing  if  mailed;  provided  however,
that any notice to Lender under  Article VII hereof shall be deemed to have been
given only when received by Lender.


                                       13
<PAGE>

     Section 8.5  Successors and Assigns:  Disposition of Loans.  This Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective  successors  and assigns,  except that Borrowers may not assign their
rights or delegate its obligations  hereunder  without the prior written consent
of Lender. Lender may at any time sell, assign,  transfer,  grant participations
in, or  otherwise  dispose of any  portion of the loans or  advances to banks or
other  financial  institutions.  Lender may disclose any  information  regarding
Borrowers  in  Lender's  possession  to any  prospective  buyer or  participant;
provided,  however,  such parties agree to maintain any  non-public  information
confidential.

     Section 8.6 Offset.  Borrowers hereby  irrevocably  authorize Lender to set
off all sums owing by  Borrowers  to Lender  against all deposits and credits of
Borrowers with, and any and all claims of Borrowers against,  Lender.  Borrowers
further  agree  that any bank  participating  with  Lender in loans or  advances
hereunder  may  exercise  any and all  rights of  setoff  with  respect  to such
participation as fully as if such participant had lent directly to Borrowers the
amount of such participation.

     Section 8.7 Governing Law and Constitution. THE VALIDITY,  CONSTRUCTION AND
ENFORCEABILITY  OF THIS AGREEMENT  SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.

     Section  8.8  Consent  to  Jurisdiction.  AT THE  OPTION  OF  LENDER,  THIS
AGREEMENT MAY BE ENFORCED IN ANY FEDERAL  COURT OR ILLINOIS  STATE COURT SITTING
IN COOK COUNTY ILLINOIS;  AND BORROWERS CONSENT TO THE JURISDICTION AND VENUE OF
ANY SUCH  COURT  AND  WAIVES  ANY  AGRUMENT  THAT  VENUE IN SUCH  FORUMS  IS NOT
CONVENIENT.  IN THE EVENT BORROWERS COMMENCE ANY ACTION IN ANOTHER  JURISDICTION
OR VENUE UNDER ANY TORT OR CONTRACT  THEORY ARISING  DIRECTLY OR INDIRECTLY FROM
THE  RELATIONSHIP  CREATED  BY THIS  AGREEMENT,  LENDER AT ITS  OPTION  SHALL BE
ENTITLED TO HAVE THE CASE  TRANSFERRED  TO ONE OF THE  JURISDICTIONS  AND VENUES
ABOVE-DESCRIBED,  OR IF SUCH TRANSFER  CANNOT BE ACCOMPLISHED  UNDER  APPLICABLE
LAW, TO HAVE SUCH CASE DISMISSED WITHOUTH PREJUDICE.

     Section 8.9 Waiver of Jury Trial. EACH OF BORROWERS AND LENDER  IRREVOCABLY
WAIVES AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OUR
RELATING TO THIS AGREEMENT,  THE LOANS AND ADVANCES AND ANY OTHER LOAN DOCUMENTS
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


                                       14
<PAGE>

     Section 8.10  Indemnification.  Borrowers hereby agree to defend,  protect,
indemnify  and  hold  harmless  Lender  and its  affiliates  and the  directors,
officers, employees,  attorneys and agents of Lender and its affiliates (each of
the foregoing being an "Indemnitee" and all of the foregoing being  collectively
the  "Indemnitees")  from and  against  any and all  claims,  actions,  damages,
liabilities,  judgements,  costs and expenses (including all reasonable fees and
disbursements  of counsel which may be incurred in the  investigation or defense
of any matter)  imposed upon,  incurred by or asserted  against any  Indemnitee,
whether  direct,  indirect or  consequential  and whether  based on any federal,
state,  local  or  foreign  laws  or  regulations  (including  securities  laws,
environmental  laws,  commercial laws and  regulations),  under common law or on
equitable  cause, or on contract or otherwise:  (a) by reason of, relating to or
in connection  with the execution , delivery,  performance or enforcement of any
Loan Documents;  or (b) by reason of, relating  thereto,  in connection with any
credit  extended or used under the Loan  Documents or any act done or omitted by
any Person, or the exercise of any rights or remedies thereunder,  including the
acquisition  of any  collateral  by  Lender  by way of  foreclosure  of the Lien
thereon,  deed or bill of  sale  in  lieu  of  such  foreclosure  or  otherwise;
provided,  however, that Borrowers shall not be liable to any Indemnitee for any
portion of such claims,  damages,  liabilities and expenses  resulting from such
Indemnitee's gross negligence or willful misconduct. In the event this indemnity
is  unenforceable  as a matter of law as to a particular  matter or  consequence
referred to herein, it shall be enforceable to the full extent permitted by law.

     Section 8.11  Captions.  The  captions or headings  herein and any table of
contents hereto are for convenience only and in no way define, limit or describe
the scope or intent of any provisio of this Agreement.

     Section 8.12 Entire Agreement.  This Agreement and the other Loan Documents
embody the entire agreement and understanding  between Borrowers and Lender with
respect to teh subject matter hereof and thereof.  This Agreement supercedes all
prior agreements and understandings relating to the subject matter hereof.

     Section 8.13 Counterparts.  This Agreement may be executed in any number of
counteparts,  all of which  taken  together  shall  constitute  one and the same
instrument,  and either of the parties  hereto may  execute  this  Agreement  by
signing any such counterpart.

                  [remainder of page intentionally left blank]

                                       15
<PAGE>


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


                                               IMPERIAL WORLD, INC.

                                               By:   /s/
                                                    ----------------------
                                               Title:President & CEO
                                                     ---------------------


                                               ULLENBERG CORP.

                                               By:   /s/
                                                    ----------------------
                                               Title:President
                                                     ---------------------


                                               BUSINESS ALLIANCE CAPITAL CORP.

                                               By:   /s/
                                                    -----------------------
                                               Title:Senior Vice President
                                                     ----------------------