ACCOUNTS RECEIVABLE FINANCING AGREEMENT

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

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

B. AFC shall  advance  to SELLER  toward  the  purchase  of said  accounts,  the
following  percentage of each BULK,  less sales tax, so long as SELLER is not in
breach of this agreement: 85 % Account Credit Limit $1,000,000.00

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

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

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

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

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

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

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

         7. SELLER shall promptly  advise AFC, in writing,  if SELLER's place of
business is changed, a new place is added or record keeping is changed.

D. A gross  discount of Fifteen  Percent  (15.0%),  less any  applicable  rebate
thereof( hereafter "FEE"), as described below, shall be retained by AFC from the
collection of each total transaction  ammount.  SELLER however shall be entitled
to a rebate, regarding each transaction, which shall be deducted from said gross
discount, if each transaction amount is paid promptly by said account debtor(s),
as  follows:  REBATE:  .065%  daily  per  invoice  face  amount.  One time  $500
documentation and due diligence fee. TERM: 12 months with automatic renewals.

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

E. Should any of the above warranties expressed by SELLER be inaccurate,  and it
becomes  necessary for AFC to utilize an attorney to enforce its rights  against
SELLER,  SELLER agrees that such attorneys'  fees shall be borne by SELLER.  AFC
further  agrees,  subject  to  the  foregoing,  that  upon  collection  of  each
transaction  amount,  regarding each specific BULK, in a total sum equivalent to
or greater than the ADVANCE and net discount (fee),  AFC shall pay to SELLER all
sums  collected  in  excess  of said sum  (i.e.  SELLER's  contingencies  and/or
rebates) when said excess sums are recieved by AFC.

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

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

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

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

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

                            VALIDITY INDEMNIFICATION

Re: PRINT WORKS, INC. dba Pacific Print Works ("SELLER") and Alliance  Financial
Capital,  Inc. Accounts Receivable  Factoring Agreement and related documcnts of
even date.

The  undersigned  are the  corporate  officers of PRINT WORKS,  INC. dba Pacific
Print Works and in order to induce Alliance Financial Financial Capital, Inc. to
extend factoring accommodations to the "SELLER", pursuant to the Agreements with
the  "Seller",  the  undersigned  hereby  warrants,  represents  and promises to
Alliance Financial Capital,  Inc. as follows:  The undersigned  acknowledges and
agrees that  "Seller" has made the  following  representations,  warranties  and
promises to Alliance Financial Capital, Inc.:

1. All  "Seller"  accounts  which  have  been or will be  repotted  to  Alliance
Financial Capital, Inc. by or on behalf of the "Seller" under the Agreements and
in  which  Alliance   Financial   Capital,   Inc.  holds  a  security   interest
("Accounts"),  whether  such  reports  are  in the  form  of  agings,  invoices,
transmittals,  shipping documents,  collateral reports or financial  statements,
are genuine and in all  respects  what the  purport to be,  represent  bona fide
obligations  of  "Seller's"  customers  arising  out of the sale  and  completed
delivery  of  merchandise  and or  services  sold  by  the  "Seller"  (the  Sold
Goods/Servoces")  in the ordinary  course of its business and in accordance with
and in full and complete  performance of customer's (each, and "Account Debtor")
order therefore.

2. All original checks, drafts, notes, letters of credit,  acceptances and other
proceeds of the Accounts,  received by the  "Seller",  will be held in trust for
Alliance Financial  Capital,  Inc. and will immediately be forwarded to Alliance
Financial Capital,  Inc. upon receipt,  in kind, in accordance with the terms of
the Agreements.

3. None of the Accounts  are or will be the subject of any offsets,  defenses or
counterclaims of any nature whatsoever,  and "Seller" will not in any way impede
or interfere with the normal collections and payment of the Accounts.

4. "Seller" is presently  solvent.  "Solvent" means "Seller's" assets exceed its
liabilities and "Seller" is able to pay its debts as they come due.

5. The Sold  Goods/Services  are and will be tap up to point of sales,  the sole
and absolute property of the "Seller",  and the Accounts and Sold Goods/Services
will be free and clear of all liens and security interests,  except the security
interest of "Seller".

6. The due dates of the  Accounts  will be as  reported  to  Alliance  Financial
Capital, Inc. by or on behalf of the "Seller".

7.  "Seller"  will  promptly  report to Alliance  Financial  Capital,  Inc.  all
disputes, rejections, returns and resales of Sold Goods/Services and all credits
allowed by the "Seller" upon all Accounts.

8.  All  reports  which  Alliance  Financial  Capital,  Inc.  receives  from the
"Seller",  including,  but not limited to those  concerning its Accounts and its
inventory, will be true and accurate except for minor inadvertent errors.

9.  "Seller"  will not sell its  inventory  except  in the  ordinary  course  of
business.

10.  "Seller"  understands  and  acknowledges  that in the  event  a  bankruptcy
petition  is filed by or against  "Seller",  "Seller"  cannot  sell to  Alliance
Financial Capital, Inc. any receivables without first obtaining bankruptcy court
approval. "Seller" agrees to immediately notify Alliance Financial Capital, Inc.
if  "Seller"  files or has  filed  against  it any  petition  for  relief  under
bankruptcy laws.  "Seller" agrees it will not sell any receivables or accept any
advance front Alliance Financial  Capital,  Inc. after Seller becomes subject to
any bankruptcy law without first having  obtained  bankruptcy  court approval on
terms satisfactory with Purchaser.  The undersigned hereby indemnifies  Alliance
Financial Capital,  Inc. and holds Alliance  Financial  Capital,  Inc. harmless,
(continuously  and  irrevocable  for so  long as the  "Seller"  is  indebted  to
Alliance Financial Capital,  Inc.), from any direct,  indirect, or consequential
damage or loss including any costs  (including  reasonable  attorney's  fees and
expenses)  incurred  by  Alliance  Financial  Capital,  Inc. in relation to such
damage or loss which Alliance Financial Capital, Inc. may sustain as a result of
the breach of any of the above  representations,  warranties  or  promises or of
Alliance  Financial  Capital Inc.'s  reliance  (whether or not such reliance was
reasonable) upon any misstatement ( whether or not intentional),  fraud, deceit,
or criminal act on the part of any officer,  employee, or agent of the "Seller".
The undersigned also agrees to reimburse Alliance  Financial  Capital,  Inc. for
any costs  (including  reasonable  attorney's  fees and  expenses)  incurred  by
Alliance   Financial   Capital,   Inc.  in  the  enforcement  of  this  Validity
Indemnification.  All such  sums  will be paid by the  undersigned  to  Alliance
Financial  Capital,  Inc.  on demand.  11.  Seller  agrees  that in the event an
account  becomes more than 90 days past due from the date of  assignment to AFC,
Seller  shall  remunerate  AFC with  additional  verified  invoices or financial
reimbursement.  Interest on the amount paid Seller shall  otherwise  accrue from
said  time,  at the rate of one and one half (1  &l/2) of thc  monthly  discount
rate.

Nothing herein  contained shall be in any way impaired or affected by any change
in or amendment of any of the  Agreements.  This agreement shall be binding upon
the undersigned, and the undersigned's personal representative,  successors, and
assigns.

IN WITNESS,  WHEREOF,  the parties have duly executed  this ACCOUNTS  RECEIVABLE
FACTORING AGREEMENT this day of ______________, 19__ at Burlingame, California.

ALLIANCE FINANCIAL CAPITAL, INC.                (SELLER) PRINT WORKS, INC. dba
Pacific Print Works


By /s/ Robert McCarthy                          By /s/Jeffrey S. Harden

                                                By: /s/ B. Willes Papenfuss