ASSIGNMENT AND ASSUMPTION AGREEMENT

      AGREEMENT, made as of this 3rd day of February 1997, among Business Loan
Center, Inc., with an address at 919 Third Avenue, New York, New York 10022
("BLC Inc.") and Business Loan Center, a New York general partnership, with an
address at 919 Third Avenue, New York, New York 10022 (the "Partnership").

      WHEREAS, pursuant to an agreement dated simultaneously herewith the
Partnership agreed to assign all of the assets of the Partnership listed on
Schedule 1 attached hereto to BLC Inc. and BLC Inc. agreed to assume all of the
liabilities of the Partnerhip listed on Schedule 2 annexed hereto.

      NOW, THEREFORE, the parties hereto, in consideration of the mutual
promises and agreements set forth hereinbelow, do hereby agree as follows:

      1. Transfer of Assets. The Partnership does hereby grant, assign and
convey unto BLC Inc. all right title and interest of the Partnership in and to
the assets listed on Schedule 1 annexed hereto .

      2. Assumption of Partnerhip Liabilities. BLC Inc. does hereby assume all
of the liabilities of the Partnership listed on Schedule 2 annexed hereto and
agrees to and does hereby hold the Partnership harmless from any claim or
liability with respect thereto.

      3. Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of the parties hereto.

      4. Notices. Notices required hereunder shall be in writing and given to
the parties hereto at the addresses set forth above.

      5. Applicable Law. This Agreement has been made under and shall be
governed by the laws of the State of New York.
<PAGE>

      6. Amendments, Changes and Modifications. This Agreement may only be
changed, amended, modified or altered by an agreement in writing signed by the
parties hereto.

      7. Entire Agreement. This Agreement sets forth the entire understanding of
the parities and supersedes any and all prior agreements, arrangements and
understandings relating to the subject matter hereof. No representation,
promise, inducement or statement of intent has been made by either party which
is not embodied in this Agreement, and neither party shall be bound by or liable
for any alleged representation, promise, inducement or statement of intention
not expressly set forth herein.

      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on their behalf by their duly-authorized officers as of the date first above
written.


                                          BUSINESS LOAN CENTER INC.


                                          By: /s/ Jennifer Napier
                                              --------------------------------
                                              Jennifer Napier   Vice President


                                          BUSINESS LOAN CENTER
                                          By: BUSINESS LOAN CENTER INC.
                                              General Partner

                                          By: /s/ Robert Tannenhauser
                                              --------------------------------
                                              Robert Tannenhauser    President


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