EXHIBIT 10.2

              ACCOUNTS RECEIVABLE AND INVENTORY FINANCING AGREEMENT

         THIS AGREEMENT (as from time to time amended, "THIS AGREEMENT") is
dated as of           , 20    and is between TRANSAMERICA COMMERCIAL FINANCE
CORPORATION, a Delaware corporation with its principal office at 5595 Trillium
Blvd., Hoffman Estates, Illinois 60192 ("TCFC"), and DJS Marketing, Inc., an
Illinois corporation, with its principal place of business at Executive Park
Drive, Albany, NY 12203 ("DEALER").

         The parties agree as follows:

SECTION 1.        DEFINITIONS.

1.1      UCC DEFINED TERMS. "ACCOUNT DEBTOR," "CHATTEL PAPER," "DOCUMENT,"
"EQUIPMENT," "FIXTURE," "GENERAL INTANGIBLES," "GOODS," "INSTRUMENT," and
"PROCEEDS" shall have the meanings assigned to such terms in Article 9, and
"PERSONS" shall have the meaning assigned to such term in Article 1, of the
Illinois Uniform Commercial Code (the "UCC") as of the date of this Agreement.

1.2     ACCOUNTING TERMS. Accounting terms used in this Agreement and not
defined herein shall have the meanings customarily given them in accordance with
generally accepted accounting principles.

1.3      OTHER DEFINED TERMS.

         (a)     The following terms when used herein shall have the following
meanings:

         "ACCOUNTS" - rights of Dealer to payment for Goods sold or leased or
services rendered not evidenced by an Instrument or Chattel Paper (whether or
not earned by performance), and all rights pertaining to such Goods, including
rights of stoppage in transit.

         "ACCESSORIES" - new and unused power strips, ribbons, carrying cases,
trays, toner cartridges, and other accessories to Hardware or Software against
which TCFC in its sole discretion, elects to make Advances.

         "AFFILIATE" - any Person (i) that directly or indirectly controls or is
controlled by, or is under common control with Dealer, (ii) that directly or
beneficially owns 5% or more of the voting stock (or if a Dealer is not a
corporation, the equity) of Dealer, (iii) that is a director, partner, manager
or officer (or Person holding an equivalent position) of Dealer or any Person
referred to in clause (i) or (ii) above, or (iv) any natural Person related to
any Person referred to in clause (i), (ii) or (iii) above.

         "APPROVED RETURN CREDITS" - credits for returns by Dealer due from and
approved by a Seller and determined by TCFC in its sole discretion to be
eligible for inclusion in the Borrowing Base. No such credits shall be Approved
Return Credits if (i) subject to set-off or counterclaim; (ii) from a Seller
TCFC no longer considers satisfactory for the purpose of Loans; (iii) disputed;
or (iv) not immediately payable to TCFC.

         "BUSINESS DAY" - a day (other than Saturday or Sunday) on which the
Federal Reserve Bank of Chicago is open for business.

         "COLLATERAL" - the following property and interests in property of
Dealer, whether now or hereafter existing, owned, licensed, leased, consigned to
or by, acquired or arising and wherever located: (i) Accounts, Chattel Paper,
cash, Documents, Equipment, Fixtures, General Intangibles, Instruments,
Inventory, leases, payments under leases, and Supplier Benefits; all accessions,
accessories, returns, repossessions, substitutions, repairs and replacements;
and all reserves, however created, of Dealer in the possession or control of
TCFC; (ii) all Proceeds and products of the foregoing; and (iii) all books and
records relating to the same.

         "CREDIT LIMIT" -  $2,000,000.00 in the aggregate for Inventory Loans
and Working Capital Loans.

         "EDI" - electronic data interchange including facsimile transmission.

         "FREE FLOOR PERIOD" - as to any Participating Seller, a period equal to
the number of days during which such Participating Seller is willing to
effectively assume the cost of financing Inventory purchased by Dealer by
granting TCFC a TCFC Offset.

         "GUARANTOR" - any Person, other than Dealer, who is a guarantor, surety
or issuer of a letter of credit or is otherwise primarily or secondarily liable
on or with respect to any Liabilities to TCFC.

         "HARDWARE" - means Eligible Inventory which consists of any of the
following: new and unused computer central processing units, monitors, plates,
scanners, memory units, VGA cards, circuit boards, disc and tape drives,
communications hardware (e.g. modems) and printers, and office machinery of
every kind and nature, including but not limited to photocopiers, facsimile
machines, typewriters, word processors, micrographic machinery, calculators,
point of sale tabulating machinery, cash registers, industrial broadcasting
machinery, industrial audio/video machinery, cellular telephones and mobile
communications machinery.

         "IN TRANSIT INVENTORY" - means Inventory shipped or to be shipped under
an Approval but not received by Dealer which will constitute Eligible Inventory
when received by Dealer.

         "INVENTORY" - Goods owned by or consigned by or to Dealer which are
held for sale or lease or furnished or to be furnished under any agreement for
service, or which are raw materials, work in process or materials used or
consumed in Dealer's business, including, without limitation, any Goods in
transit to Dealer which are the subject of an outstanding Approval, Goods which
were Inventory and are returned Goods or Goods repossessed or stopped in transit
by Dealer, and all other Goods in the possession or under the control of Dealer
which are not Equipment.

         "INVOICE" - a statement (in writing or by EDI) to TCFC from a Person
TCFC believes to be a Seller stating that Goods have been shipped, or are
available for shipment, to Dealer.

         "LAWS" - all laws, ordinances, regulations, and rules of all federal,
state, county, municipal, foreign and other governments, including, without
limitation, any instrumentality, division, agency, body, or department thereof.




         "LIABILITIES TO TCFC" - all of Dealer's liabilities, obligations and
indebtedness to TCFC or to any TCFC Affiliate of any and every kind and nature,
whether heretofore, now or hereafter arising, due or payable and howsoever
evidenced, created, incurred, acquired or owing, whether primary, secondary,
direct, contingent, fixed or otherwise (including obligations of performance)
and whether arising or existing under written or oral agreement or agreement
created by EDI or by operation of law including, without limitation, all of
Dealer's liabilities, obligations and indebtedness to TCFC under this Agreement
and any Other Agreement.

         "LIEN" - any lien, security interest, claim or other encumbrance,
whether arising by agreement or by operation of law.

         "LOANS" - Inventory Loans and other loans made by TCFC pursuant to this
Agreement.

         "MATERIAL ADVERSE CHANGE" - a material adverse change in Dealer's or
any Guarantor's condition (financial or otherwise), business, operations or
prospects or in the Collateral.

         "OTHER AGREEMENTS" - Instruments, security agreements, mortgages, deeds
of trust, guarantees, subordination agreements, powers of attorney, consents,
assignments, notices, leases, financing statements and other written agreements,
documents or EDI matter whether heretofore, now, or hereafter executed by or on
behalf of Dealer and/or any Guarantor and delivered to TCFC, together with all
agreements and documents referred to therein or herein or contemplated thereby
or hereby.

         "PARTICIPATING SELLER" - any Seller having an agreement with TCFC
providing for the repurchase from TCFC of Inventory sold or to be sold to
Dealer.

         "PRICE PROTECTION PAYMENTS" - all Dealer's rights to any rebate or
credit with respect to Inventory purchased by Dealer from a Seller as a result
of a reduction in the price of such Inventory after Dealer orders such
Inventory.

         "PRIME RATE" - for any calendar month the highest of the following
rates: (i) the highest "prime rate" published in the "Money Rates" column of the
Wall Street Journal on the first Business Day of the month; or (ii) the highest
of the rates publicly announced on such date by The First National Bank of
Chicago and The Northern Trust Company as their respective reference, prime,
corporate base or similar benchmark rate, whether or not such announced rates
are the lowest rates charges by such banks, or (iii) the highest of the
commercial paper rates for any term published in the Federal Reserve statistical
release (H.15) for the date coincident with or most recently preceding the first
Business Day of such month; provided however, that for the purposes of this
Agreement, the interest rate charged to Dealer will at no times be computed on a
Prime Rate of less than 7.0% per annum.

         "REPURCHASE AGREEMENT" - a written agreement by a Seller to purchase
from TCFC Inventory sold to Dealer by such Seller.

         "SELLER" - any Person from whom Dealer purchases or may purchase
Inventory or who advises TCFC that it has sold or may sell Inventory to Dealer.

         "SOFTWARE" - new and unused disc containing programs for the operation
of Hardware and any instructional materials that are included with discs, both
in the factory-sealed shrink wrapped packaging.

         "SUBSIDIARY" - any corporate Affiliate in which Dealer directly or
indirectly owns more than 50% of the outstanding stock having ordinary voting
power to elect a majority of such Affiliate's board of directors (irrespective
of whether at the time stock of any other class or classes shall or might have
voting power by reason of the happening of any contingency).

         "SUPPLIER BENEFITS" - all of Dealer's rights to any Price Protection
Payments, rebates, discounts, credits, factory holdbacks, incentive payments and
other amounts which at any time are due to Dealer from a Seller or other
supplier of Inventory.

         "TCFC AFFILIATE" - any Person that directly or indirectly controls, is
controlled by, or is under common control with TCFC.

         "TCFC OFFSET" - any amount owed by a Seller to TCFC, including, without
limitation, any discount, payment or other benefit, in consideration of TCFC
financing Dealer's acquisition of Inventory.

         "TRANSACTION STATEMENT" - means a statement which at TCFC's option may
be issued by TCFC to Dealer from time to time which identifies the Inventory
financed and/or the Loan made and the terms and conditions of repayment
therefor.

         (b)     The following terms are defined in the following sections of
this Agreement:



Term                                 Section  Term                         Section
                                                                   
"ACH Debit"                          2.6      "GAAP"                        6.1
"Approvals"                          2.1      "Indebtedness"                6.6
"Blocked Accounts"                   3.5      "Inventory Loans"             2.2
"Borrowing Base"                     2.4(a)   "Loan Accounts"               2.7
"Borrowing Base Certificate"         2.5(b)   "Lock Box Accounts"           3.5
"Capital Expenditures"               6.6      "Permitted Liens"             7.5
"Capitalized Leases"                 6.6      "Permitted Locations"         6.4
"Collection Banks"                   3.5      "Records"                     6.5
"Collection Accounts"                3.5      "Start Date"                  2.9(b)
"Default"                            9.1      "Subordinated Debt"           6.6
"Default Rate"                       2.9(a)   "Tangible Net Worth"          6.6
"Eligible Account"                   2.4(b)   "UCC"                         1.1
"Eligible Inventory"                 2.4(c)   "Working Capital Loans"       2.2
"ERISA"                              6.6


SECTION 2.       THE CREDIT.

2.1     APPROVALS.


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  (a) TCFC, in its sole discretion, may issue Approvals ("APPROVALS") upon
receipt of a request (orally, in writing or by EDI) from a Seller requesting
TCFC's confirmation that it will finance the acquisition by Dealer of Inventory
held for shipment, or shipped, to a Dealer. Partial shipments may be made
against any Approval and TCFC may honor the related Invoice without inquiry,
regardless of any apparent disproportion between (i) the quantity shipped and
the amount of the related Invoice or (ii) the amount of the Approval and the
quantity to be shipped under the Approval. Until terminated or revoked, an
Approval shall be deemed outstanding to the extent of its face amount less the
amount of Loans made with respect thereto.

  (b) TCFC shall not be responsible for, and Dealer's obligations to TCFC shall
not be affected by (i) performance or non-performance by any Person other than
TCFC of its obligations to Dealer; (ii) the form, sufficiency, correctness,
genuineness, authority of Person signing, falsification or legal effect of any
documents called for under any Approval if such documents on their face appear
to be in order; (iii) acts or omissions of any Person other than TCFC; (iv) the
existence, nature, quality, quantity, condition, value or delivery of Goods
purporting to be represented by Documents, or any difference of Goods from Goods
represented by Documents; (v) the validity, sufficiency, genuineness or
collectibility of Documents, insurance or Instruments, or endorsements thereof;
(vi) any irregularity in connection with shipment; (vii) breach of agreement
between Dealer and a Seller or any other third party; or (viii) without limiting
the foregoing, any act or omission of TCFC not done or omitted in bad faith.
Dealer shall indemnify TCFC against any and all claims, losses, liabilities,
costs and expenses (including reasonable attorneys' fees) resulting from or
incurred in connection with an Approval and not proximately caused by TCFC's
gross negligence or willful misconduct.

  (c) After TCFC has issued an Approval, TCFC shall be deemed to have made an
Inventory Loan to Dealer under Section 2.2 as of the ship date specified in the
Invoice related to such Approval or such earlier date as TCFC shall enter such
Loan as a receivable on its books. TCFC may disburse any such Loan directly to
Seller, except that TCFC may set off any TCFC Offset.

  (d) TCFC may refuse to issue an Approval or may revoke an Approval at any time
in its sole discretion. Dealer shall be obligated for all obligations incurred
by TCFC on account of the issuance of any Approval. Without limiting the
foregoing, Dealer acknowledges that TCFC customarily revokes Approvals
approximately 30 days after issuance if TCFC has not received an Invoice
relating thereto, although it is not obliged to do so.

2.2 LOANS. Subject to the terms and conditions of this Agreement and the Other
Agreements and such other terms and conditions as TCFC may from time to time in
its sole discretion determine, TCFC may from time to time in its sole
discretion, make Loans to Dealer in connection with the acquisition of Inventory
("INVENTORY LOANS") and other Loans to Dealer for working capital purposes up to
such amounts as from time to time may be requested by Dealer ("WORKING CAPITAL
LOANS"). TCFC may also, from time to time in its sole discretion, make Loans to
Dealer with respect to Eligible Accounts designated by Dealer and approved by
TCFC in writing as being Accounts of high creditworthiness, such Loans to be in
such amounts and subject to such advance ratios and repayment terms and other
terms as TCFC, in its sole discretion, shall determine, and such Loans shall not
be included as Inventory Loans or Working Capital Loans or such Eligible
Accounts in the Borrowing Base. All Loans and other obligations hereunder shall
be paid by Dealer upon TCFC's demand unless otherwise provided or TCFC otherwise
agrees in writing. All Loans shall constitute a single obligation.

2.3 LOAN LIMITS. The aggregate principal balance of Inventory Loans, Working
Capital Loans and outstanding Approvals shall not exceed the lesser of the
applicable Credit Limit or the Borrowing Base. If at any time the sum of the
aggregate outstanding principal balance of Inventory Loans and Working Capital
Loans and outstanding Approvals exceeds the lesser of the applicable Credit
Limit or the Borrowing Base, Dealer shall, unless TCFC otherwise consents,
immediately and without notice or demand of any kind, make such payments to TCFC
as shall be necessary to eliminate such excess.

2.4     BORROWING BASE.

   (a) "BORROWING BASE" means the sum of the following less such reserves as
TCFC in its sole discretion elects: (i) up to 85.0 of the face amount (less
maximum discounts, credits and allowances which might be taken by or granted to
Account Debtors in connection therewith) of Eligible Accounts; (ii) up to the
percentage or dollar amount, if less, for each of the classes of Eligible
Inventory (which shall be mutually exclusive) determined pursuant to Schedule
2.4(a), valued on the lower of cost (using the first-in, first-out method of
inventory accounting) or market.

   (b) "ELIGIBLE ACCOUNT" means each Account which TCFC in its sole discretion
deems to be an Eligible Account. Without limiting TCFC's discretion, the
following are not Eligible Accounts: (i) Accounts not representing an undisputed
bona fide existing unconditional obligation of Account Debtors created by
operating leases having terms of less than six months or by sale, delivery and
acceptance of Goods by customers of Dealer in the ordinary course of Dealer's
business; (ii) Accounts which remain unpaid 90 or more days after the date of
the original invoice applicable thereto; (iii) all Accounts owing by a single
Account Debtor, if 20.0% or more of the aggregate amount due on such Accounts
remain unpaid 90 or more days after the date originally invoiced; (iv) Accounts
of an Account Debtor to the extent that its aggregate indebtedness to Dealer
exceeds any credit limit determined by TCFC in its sole discretion for such
Account Debtor; (v) Accounts in which TCFC does not have a first priority
perfected security interest; (vi) Accounts with respect to which the Account
Debtor has asserted a counterclaim or has a right of setoff; (vii) Accounts for
which the prospect of payment or performance by the Account Debtor is or may be
impaired as determined by TCFC in its sole discretion, which discretion shall be
exercised in a commercially reasonable manner; (viii) Accounts with respect to
which the Account Debtor is the subject of a bankruptcy or insolvency proceeding
or has made an assignment for the benefit of creditors or whose assets have been
conveyed to a receiver or trustee; (ix) Accounts with respect to which the
Account Debtor's obligation to pay is conditional upon its approval or is
otherwise subject to any repurchase obligation or return right, as with sales
made on a bill-and-hold, guaranteed sale, sale-or-return, sale on approval or
consignment basis; (x) Accounts with respect to which the Account Debtor is an
Affiliate, employee or agent of Dealer; and (xi) Accounts with respect to which
the Account Debtor is not a resident of the United States. Accounts considered
Eligible Accounts by TCFC may later be considered not to be Eligible Accounts by
TCFC.

  (c) "ELIGIBLE INVENTORY" means Inventory which TCFC in its sole discretion
deems to be Eligible Inventory. Without limiting TCFC's discretion, the
following is not Eligible Inventory: (i) Inventory with respect to which TCFC
does not have a first priority perfected security interest; (ii) Inventory which
is obsolete, not in good condition or not currently usable or saleable in the
ordinary course of Dealer's business; (iii) Inventory which TCFC determines in
its sole discretion to be unacceptable due to age, type, category or quantity;
(iv) Inventory (other than reasonable quantities consisting of repair and
replacement parts acceptable to TCFC) more than 180 days old; (v) Inventory to
which Dealer does not have good title and all licenses and rights required for
the sale thereof; and (vi) Inventory not located at a Permitted Location.
Inventory considered Eligible Inventory by TCFC may later be considered not to
be Eligible Inventory by TCFC.

2.5      REQUESTS FOR LOANS; BORROWING BASE CERTIFICATES; OTHER INFORMATION.

  (a) Except for Inventory Loans pursuant to Approvals, all Loans shall be
requested in writing, by EDI or by telephone and if by telephone, shall be
promptly confirmed in writing. If Dealer makes a request for a Loan, Dealer
shall forthwith provide TCFC with such information as required by TCFC.




  (b) Dealer shall provide TCFC a certificate in form satisfactory to TCFC as to
the Borrowing Base (the "BORROWING BASE CERTIFICATE") (i) on the first Business
Day of each week no later than 11:00PM (Chicago, Illinois time), computed as of
the close of business for the immediately preceding Business Day, (ii) at the
time of each request for a Working Capital Loan as of the previous Business Day,
and (iii) at such other times as TCFC may request. TCFC shall furnish Dealer, at
Dealer's request, the amount of outstanding Approvals and other information
solely in TCFC's possession needed by Dealer to prepare Borrowing Base
Certificates. Dealer shall be responsible for confirming the accuracy of all
other information in Borrowing Base Certificates and in other certificates and
reports furnished by Dealer, whether or not such information is provided by
TCFC.

  (c) Dealer shall provide TCFC with certified copies of resolutions of Dealer's
Board of Directors and other documents requested by TCFC specifying the names of
Persons authorized to sign Borrowing Base Certificates, to make requests for
Loans and to otherwise act for Dealer, and TCFC shall be entitled to rely upon
such documentation until given notice in writing by Dealer of any change. TCFC
shall be entitled to act on instructions of any Person identifying him or
herself as such an authorized Person by telephone, and Dealer shall be bound
thereby whether or not such Person is actually so authorized. Dealer shall
indemnify TCFC against any and all claims, losses, liabilities, costs and
expenses (including reasonable attorneys' fees) which may arise or be created by
the acceptance of instructions for making or paying Loans by telephone.

2.6 DISBURSEMENT OF LOANS. TCFC, in its sole discretion, may make Loans and
issue Approvals in excess of the Borrowing Base or any applicable Credit Limit
or any other limitation without waiving any right of TCFC to demand payment,
refuse to make further Loans or issue further Approvals. Each Working Capital
Loan shall be in integral multiples of $5,000 and shall be sent by Federal
Reserve wire transfer as directed by Dealer in writing or by EDI or through
acceptance of an Automated Clearing House debit by a Collecting Bank (an "ACH
DEBIT"). Each Inventory Loan may be disbursed by TCFC directly to the applicable
Seller. TCFC shall not be required to make more than one Working Capital Loan to
Dealer on any day.

2.7 LOAN ACCOUNTS. TCFC shall maintain loan accounts ("LOAN ACCOUNTS") in its
internal data control systems in which shall be recorded all Loans, payments,
and other appropriate debits and credits, including, without limitation, all
interest, fees, charges, and expenses. All entries in the Loan Accounts shall be
made in accordance with TCFC's customary practices in effect from time to time.
Dealer shall pay TCFC the amount reflected as owing by it under the Loan
Accounts and all other Liabilities to TCFC as such amounts become due or are
demanded pursuant to the terms of this Agreement or any of the Other Agreements.

2.8     STATEMENTS.

  (a) Dealer and TCFC agree that the terms of any Loan made by TCFC under the
Agreement, including but not limited to the due date, curtailments, Due In Full
Date, the length of the free floor period, and the amount of Interest may vary
from time to time and cannot always be agreed upon in advance because such terms
depend, in part, upon the availability and/or the amount of a fee paid by Seller
to TCFC for financing of inventory hereunder and other incentives provided by
Sellers or buying groups, TCFC's floorplanning volume with certain Sellers or
with Dealer, and other economic factors which vary from time to time. Thus,
Dealer agrees to pay each Loan and related Interest in accordance with the
Agreement. Dealer agrees that the terms and conditions stated in each
Transaction Statement shall be accepted as to the Loan identified therein if not
objected to in writing by Dealer within 30 days after the date of such
statement. If Dealer objects, then where applicable the Loan shall be subject to
the terms and conditions of the most recently accepted Transaction Statement
related to a Loan covering the same model of Inventory. If there is no such
previously accepted Transaction Statement, Dealer agrees that in addition to any
other right or remedy TCFC may have under the Agreement, the Loan related to the
objected Transaction Statement shall be due and payable within 30 days after the
date of such Loan and interest shall accrue, after any applicable free floor
period, at the rate of 1.25% per 30 day month.

  (b) Subject to the above section 2.8(a) and to the section entitled "Savings
Provisions", any statement with respect to any Liabilities sent to Dealer by
TCFC, including without limitation any Transaction Statement, shall be subject
to subsequent adjustment by TCFC but shall be presumed accurate evidence of
Liabilities and information covered thereby, unless TCFC shall have received
written notice from Dealer specifying any error within 30 days after the date of
such statement. Notwithstanding such notice by Dealer to TCFC, Dealer's
obligation to make payments to TCFC with respect to such statement shall not be
waived or extended unless and until TCFC consents in writing to such waiver or
extension.

2.9     INTEREST.

   (a) Except as may be provided in Section 2.9(b) below, the outstanding
principal balance of Dealer's Loans and the other obligations hereunder shall
bear interest before maturity on the average daily outstanding balance thereof,
at the per annum rate equal to the from time to time Prime Rate plus 1.75% (the
"PRE-DEFAULT RATE"). Interest will be calculated for the actual number of days
elapsed on the basis of a year consisting of 360 days. Except as expressly
provided to the contrary in Section 2.9(b), interest will accrue from the date a
Loan is made or other obligation is incurred. Interest accruing on Loans and
other obligations hereunder prior to a Default shall be due and payable by
Dealer monthly in arrears for each month immediately upon receipt of a billing
statement from TCFC for such month but in no event later than the 15th day of
the following month. Upon a Default and for so long as such Default continues,
such interest shall accrue at a rate equal to the lesser of 6.0% above the
Pre-Default Rate or the highest rate allowed by applicable law (the "DEFAULT
RATE") and shall be payable upon demand.

  (b) Interest on Inventory Loans shall be payable in accordance with Section
2.9(a); Inventory Loans shall accrue interest at the rate provided in Schedule
2.9. In the case of any Inventory Loan paid to a Participating Seller, interest
shall begin to accrue at the rate specified in Schedule 2.9 upon the earlier of
the ship date referred to in the Participating Seller's Invoice or the date the
Loan is entered as a receivable on TCFC's books ("START DATE"), except if there
is a Free Floor Period with respect to such Loan, such interest will commence to
accrue immediately after expiration of the Free Floor Period, or the number of
days after the Start Date, if any, set forth in Schedule 2.9 or otherwise as
agreed to in writing by TCFC. If interest on any Inventory Loan commences to
accrue after the Start Date of such Loan and the Seller of Inventory financed by
such Loan discontinues or otherwise ceases it's programs to pay the cost of
financing such Inventory during the period between the Start Date and the date
such interest commences to accrue by honoring or paying any TCFC Offset with
respect to such Inventory, Dealer shall pay TCFC on demand interest on such Loan
as if there were no Free Floor Period with respect to such Inventory less any
portion of such TCFC Offset actually taken or received by TCFC. Dealer has no
rights in any TCFC Offset.

2.10 FEES AND CHARGES. Dealer shall pay TCFC fees and charges in such amounts
and as set forth on Schedule 2.10. Interest, fees and charges not paid when due
shall become part of the principal of Liabilities to TCFC as of the date they
accrue and shall bear interest at the Default Rate. TCFC may charge the Loan
Accounts for any unpaid accrued interest, fees or charges.

2.11 REAFFIRMATION. Each request for a Loan made by Dealer and each Borrowing
Base Certificate, schedule or report furnished by Dealer to TCFC shall
constitute a representation and warranty by Dealer to TCFC that all of the
representations and warranties of Dealer in this Agreement and each of the Other
Agreements are true and correct on the date of such Loan, Borrowing Base
Certificate, schedule or report to the same extent as if then made, unless
Dealer has given TCFC written notice to the contrary prior thereto.




2.12 PAYMENTS AND COLLECTIONS. All payments hereunder shall be made, without
setoff or counterclaim, to TCFC prior to 12:00 p.m. , Chicago time, on the date
due at its office in immediately available funds at Chicago, Illinois or at such
other place as may be designated by TCFC to Dealer in writing or by EDI. Any
payments received after such time shall be deemed received on the next Business
Day. Whenever any payment shall be stated to be due on a date other than a
Business Day, such payment may be made on the next succeeding Business Day, and
such extension of time shall be included in the computation of interest, fees
and charges. Notwithstanding anything to the contrary herein, all items of
payment for purposes of (i) determining the occurrence of a Default shall be
deemed received upon actual receipt by TCFC at its bank The Northern Trust Bank,
Chicago, Illinois or such bank as TCFC may use as its depository bank from time
to time, unless subsequently dishonored for any reason; (ii) calculating the
Borrowing Base shall be applied by TCFC against the principal of and/or interest
on any Loans on the first Business Day after receipt by TCFC at its bank The
Northern Trust Bank, Chicago, Illinois or such bank as TCFC may use as its
depository bank from time to time; and (iii) calculating interest shall be
deemed to have been applied by TCFC against the principal of and/or interest on
any Loan on the second Business Day after receipt by TCFC, whether such payment
is by check, wire, ACH debit or other means. TCFC may at any time in its sole
discretion change the time for payment of future Loans or change product lines
of Inventory to be financed and the terms of such financing by giving Dealer a
notice specifying such change.

2.13 FORBEARANCE. TCFC may, in its sole discretion, at any time and from time to
time, forbear from enforcing any or all of the restrictions imposed in Section
2, but no such forbearance shall impair TCFC's right under this Agreement to
require payment of the Loans when due and/or to refrain from making any Loan or
issuing any Approval.

SECTION 3. COLLATERAL

3.1 GRANT OF SECURITY INTEREST. Dealer hereby grants to TCFC a continuing
security interest in all of the Collateral as security for the payment and
performance of all Liabilities to TCFC and of all obligations of Affiliates to
TCFC presently existing or hereafter arising or created and whether arising
directly or by assignment. Such security interest shall continue in all
Collateral notwithstanding any payment for Liabilities to TCFC, in part or
whole, by Dealer.

3.2 SCHEDULES OF ACCOUNTS. Dealer shall deliver to TCFC, in form acceptable to
TCFC, schedules of Accounts (which shall include current addresses and telephone
numbers of Account Debtors) as often as requested but not less frequently than
semi-annually nor more frequently than weekly. Dealer's failure to execute and
deliver the same shall not affect or limit TCFC's security interest in Accounts.
At TCFC's request, Dealer shall also furnish TCFC with copies (or, at TCFC's
request after a Default, originals) of all orders, invoices, and similar
agreements and documents, and all original shipping instructions, delivery
receipts, bills of lading, and other evidence of delivery, for Inventory, the
sale or disposition of which has resulted in Accounts. Dealer shall also furnish
TCFC an aged Accounts trial balance in such form and as often as TCFC reasonably
requests. TCFC from time to time in its name or the name of a nominee may
contact Account Debtors to verify the validity, amount and any other matters
relating to Accounts. Dealer shall deliver to TCFC the originals of all
Instruments, Chattel Paper, security agreements, guarantees and other documents
and property evidencing or securing any Accounts, immediately upon receipt
thereof and in the same form as received, with all necessary endorsements to
enable TCFC to enforce the same.

3.3 DISPUTES. Dealer shall notify TCFC of all disputes and claims with respect
to Accounts, on the regular reports provided by Dealer to TCFC pursuant to
Section 3.9. Dealer shall not, without TCFC's prior written consent, accept any
returns, or compromise, adjust, or grant any discount, credit, allowance, or
extension of time for payment to any Account Debtor, except in good faith, in a
commercially reasonable manner and in the ordinary course of business, and in
amounts that will not cause any limit set forth in Section 2.3 to be exceeded.
After a Default has occurred, TCFC shall have the right, in its sole discretion,
to settle, accept reduced amounts and adjust disputes and claims directly with,
and give releases on behalf of Dealer to, Account Debtors for cash, credit or
otherwise, upon terms which TCFC, in its sole discretion, considers advisable.
In such case, TCFC will credit the Loan Accounts with only the net amounts of
cash received by TCFC in payment of Accounts, less all costs and expenses
(including reasonable attorneys' fees) incurred by TCFC in connection with the
settlement or adjustment of such disputes and claims and the collection of such
Accounts.

3.4 ACCOUNT WARRANTIES. Dealer represents and warrants to TCFC with respect to
each Account listed in any schedule of Accounts that: (i) such Account is owned
by Dealer free and clear of any Liens other than Permitted Liens; (ii) all
statements made by Dealer and all unpaid balances appearing in all invoices,
Instruments and other documents evidencing such Account which have been prepared
by or on behalf of Dealer are true and correct and all such invoices,
Instruments and other documents and all of Dealer's books and records are
genuine and in all respects what they purport to be, and all signatories and
endorsers have full capacity to contract; (iii) all sales and other transactions
underlying or giving rise to such Account fully comply with all applicable Laws;
(iv) all signatures and endorsements on all documents, Instruments and
agreements relating to such Account are genuine, and all such documents,
Instruments and agreements are legal, valid and binding obligations of Dealer
(and to the best of Dealer's knowledge, of the other parties thereto), legally
enforceable in accordance with their terms; (v) Dealer has not, sold, assigned,
pledged, encumbered, forgiven (completely or partially), settled for less than
payment in full, or transferred or disposed of such Account or any other
Account, or agreed to do any of the foregoing, except for the settlement of
Accounts in good faith, in the ordinary course of business, and in amounts that
will not cause any limit set forth in Section 2.3 to be exceeded; and (vi) such
Account, if Dealer wants TCFC to consider it an "Eligible Account," satisfies
the definition of "Eligible Account."

3.5 COLLECTION OF ACCOUNTS. Dealer shall establish lock box accounts ("LOCK BOX
ACCOUNTS") or block accounts ("BLOCKED ACCOUNTS") with such banks as are
required by and acceptable to TCFC (the "COLLECTING BANKS") to which all Account
Debtors if required by TCFC shall directly remit all payments on Accounts and in
which Dealer will immediately deposit, in kind, all cash and other payments made
for Inventory and all other Proceeds of Collateral. The Collecting Banks shall
acknowledge and agree, in a manner satisfactory to TCFC, that: all payments made
to Lock Box Accounts or Blocked Accounts are the sole and exclusive property of
TCFC; they have no right to setoff against Lock Box Accounts or Blocked
Accounts; and they will transfer (i) by wire transfer of immediately available
funds (ii) by acceptance of an ACH Debit or (iii) by any other method,
immediately available funds in a manner satisfactory to TCFC, funds deposited
into Lock Box Accounts or Blocked Accounts (collectively, the "COLLECTION
ACCOUNTS") to TCFC on a daily basis in such bank and account as TCFC shall
designate or, in the case of an ACH Debit, as presented for acceptance. All
payments made to the Collection Accounts or otherwise received by the Collecting
Banks or TCFC, whether on the Accounts or as Proceeds of other Collateral or
otherwise, shall be under the sole dominion and control of TCFC and will be
applied on account of Liabilities as TCFC as provided herein. Dealer and its
Affiliates shall receive, as trustee for TCFC, any monies, checks, notes, drafts
or any other payments relating to and/or Proceeds of Accounts or other
Collateral which come into the possession or under the control of Dealer or
Affiliates and immediately remit, or cause to be remitted, the same in kind to
TCFC at TCFC's branch office set forth above. Dealer shall pay TCFC any and all
fees, costs and expense which TCFC incurs in connection with Collection Accounts
and with collecting any check or item of payment received and/or delivered to
any Collecting Bank or TCFC on account of Liabilities to TCFC. Dealer shall
reimburse TCFC for (i) any loss, cost or damages resulting from claims asserted
by the Collecting Banks in connection with Collection Accounts or any returned
or uncollected checks or other items received by the Collecting Banks and (ii)
any amount paid to any Collecting Bank arising out of TCFC's indemnification of
such Collecting Banks relating to a Collection Account.




3.6 INVENTORY WARRANTIES. Dealer represents and warrants to TCFC with respect to
each item of Inventory listed in any schedule of Inventory that such item is
owned by Dealer free and clear of any Liens other than Permitted Liens; and if
Dealer wants TCFC to consider it "Eligible Inventory" of a specified class,
satisfies the definition of Eligible Inventory and the requirements of such
class.

3.7 RETURNS. Dealer shall promptly notify TCFC of all returns of Inventory
received by Dealer, in the reports to be provided to TCFC pursuant to Section
3.9. After a Default has occurred, no return of Inventory shall be accepted, and
no sale of returned Inventory shall be made, by Dealer without TCFC's prior
written consent. After a Default has occurred, TCFC shall have the right to
accept the return of any Inventory directly from an Account Debtor, without
notice to or consent by Dealer. Neither the delivery by Dealer of returned
Inventory to TCFC nor the acceptance by TCFC of returns directly from an Account
Debtor, shall in any way affect Dealer's obligations to TCFC on account of
Liabilities to TCFC.

3.8 INVENTORY SYSTEM. Dealer shall maintain a perpetual inventory system,
keeping accurate records itemizing and describing the kind, type, age, quality,
quantity and cost of Eligible Inventory and withdrawals and additions. Such
records shall be available for inspection during Dealer's usual business hours
at the request of TCFC or its designee. Dealer shall conduct a physical count of
Inventory at least once each quarter, and promptly report the results to TCFC in
form and with such specificity as TCFC shall require.

3.9 REPORTS. Dealer shall furnish TCFC the reports required by Schedule 3.9 and
such other reports as TCFC from time to time may reasonably request regarding
Dealer and the Collateral, all in form satisfactory to TCFC. Such reports shall
be for such periods, at such times and with such frequency as TCFC may
reasonably designate. Dealer shall immediately notify TCFC of previously
reported Eligible Inventory or Eligible Accounts which cease to be Eligible
Inventory or Eligible Accounts. All reports furnished TCFC shall be complete and
accurate in all respects at the time furnished.

3.10 NOTICE TO ACCOUNT DEBTORS. Dealer shall make entries on its books and
records in form satisfactory to TCFC disclosing TCFC's security interest in
Accounts and shall keep a separate account on its books of all collections
received thereon. Dealer shall, in such form and at such times as TCFC shall
request, give notice to Account Debtors of TCFC's security interest in Accounts,
and TCFC may itself give such notice at any time and from time to time in TCFC's
or Dealer's name, requiring Account Debtors to pay the Accounts directly to
TCFC.

3.11 ADDITIONAL DOCUMENTS. Dealer shall, on request by TCFC, do all things and
execute all financing statements, continuation and amendments of financing
statements, security agreements, assignments, affidavits, reports, notices,
schedules of Accounts and other agreements and documents, in form and substance
satisfactory to TCFC, as TCFC may deem necessary or useful in order to perfect
and maintain a first-priority security interest in the Collateral, or to
otherwise protect and preserve the Collateral and such security interest, to
enforce such security interest and to consummate the transactions contemplated
under this Agreement.

SECTION 4. CONDITIONS PRECEDENT. The following are conditions to TCFC's making
of Loans and giving of Approvals:

4.1 DOCUMENTS. Dealer shall have executed and delivered, or caused to be
executed and delivered, to TCFC in form and substance satisfactory to TCFC,
financial statements, certificates of insurance, loss payee endorsements,
certified resolutions and other certificates, financing statements, Instruments,
consents, landlord waivers, guaranties, Repurchase Agreements, legal opinions,
security agreements and other agreements and documents as TCFC shall at any time
specify, and no guaranty or Repurchase Agreement has been revoked or terminated.

4.2 NO DEFAULTS. All of Dealer's representations and warranties to TCFC, in this
Agreement and otherwise, are true and correct; Dealer shall not have breached
any of its covenants or agreements with TCFC; and no Default shall have
occurred.

4.3 SECURITY INTEREST. TCFC shall have a first-priority perfected security
interest in the Collateral subject only to Permitted Liens.

4.5 BLOCKED ACCOUNT AGREEMENTS. TCFC shall have received all Lock Box Account
and Blocked Account agreements necessary to satisfy, in TCFC's opinion, the
requirements of Section 3.5 of this Agreement.

4.6 BORROWING BASE CERTIFICATE. Dealer shall have delivered a duly completed and
executed Borrowing Base Certificate computed as of the day preceding the date of
this Agreement.

4.7 LANDLORD WAIVERS. Dealer shall have furnished to TCFC duly executed Landlord
Waivers, in form and substance acceptable to TCFC, with respect to Dealer's
facilities and a copy of a relevant lease.

4.8 SCHEDULES. All schedules and exhibits to this Agreement shall be computed as
of the day preceding the date of this Agreement.

4.9 NO MATERIAL ADVERSE CHANGE. As determined by TCFC, no Material Adverse
Change shall have occurred, and no litigation, arbitration or governmental
proceeding shall be pending or threatened which may result in a Material Adverse
Change.

4.10 ADDITIONAL DOCUMENTS. TCFC shall have received any additional documentation
and supporting documents as TCFC may request and Dealer shall have taken such
additional actions as TCFC may consider appropriate.

SECTION 5. REPRESENTATIONS AND WARRANTIES. Dealer represents and warrants that
as of the date of this Agreement and for as long as any Liabilities to TCFC are
outstanding, (and for so long as this Agreement shall continue in effect,
whether or not any Liabilities to TCFC are outstanding) each of the following
representations and warranties now is and hereafter will continue to be true and
correct in all material respects:

5.1 EXISTENCE AND POWER. Dealer is and will continue to be, a corporation duly
incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and qualified and licensed in all
jurisdictions in which the nature of its business, or the ownership or leasing
of its property, make such qualification or licensing necessary; except where
the lack of such qualification or licensing would not have a material adverse
affect on the ability of dealer to perform its obligations under this Agreement,
has and will continue to have all requisite power and authority to carry on its
business as it is now, or may hereafter be, conducted, and will continue in, and
limit its operations to, the same general line of business it presently
conducts.

5.2 AUTHORITY. The execution, delivery and performance by Dealer of this
Agreement and the Other Agreements have been duly authorized by its Board of
Directors and if necessary, shareholders; do not and will not require any
governmental consent, registration or approval; and do not and will not violate
any Law, or any provision of, nor be grounds for acceleration under, Dealer's
articles or certificate of incorporation or bylaws or any material agreement,
indenture, note or instrument which is binding upon Dealer or any of Dealer's
property.




5.3 NAMES AND TRADE STYLES. Dealer's name as set forth in this Agreement is its
correct corporate name. Dealer shall provide TCFC with 30 days advance written
notice before changing its name or doing business under any other name. Schedule
5.3 lists each prior name of Dealer and each fictitious name, trade name and
trade style by which Dealer has been or is now known, or has transacted or now
transacts business.

5.4 COMPLIANCE WITH LAWS. Dealer has complied and will comply with all
provisions of applicable Laws if the failure to comply would result in a
Material Adverse Change or in a material impairment of Dealer's ability or right
to carry on its business in substantially the same manner as now conducted.

5.5 AFFILIATES. Dealer does not have any Affiliates except as set forth on
Schedule 5.5.

5.6 LITIGATION AND CONTINGENT OBLIGATIONS. Except as heretofore disclosed to
TCFC in writing and except for claims fully covered by insurance as to which the
insurer has admitted coverage in writing, no claim, litigation (including,
without limitation, derivative action), arbitration, governmental investigation,
proceeding or inquiry is pending or, to the best of Dealer's knowledge,
threatened against Dealer which (i) would, if adversely determined, result in a
Material Adverse Change or the ability of Dealer to perform its obligations in
connection with this Agreement and the Other Agreements, or (ii) relates to any
of the transactions contemplated thereby, and there is no basis known to Dealer
for any of the foregoing. Other than any liability incident to such claims,
litigation, proceedings or inquiries, there are no material contingent
obligations not provided for or referred to in financial statements heretofore
furnished to TCFC.

5.7 OTHER AGREEMENTS. Dealer is not in default under any material agreement to
which it is a party or by which it is bound and does not know of any dispute
regarding any agreement which, if determined adversely to Dealer, could result
in a Material Adverse Change.

5.8 ASSETS. Dealer possesses all assets, licenses, patents, copyrights, service
marks, trademarks, trade names, government approvals and other authorizations
and rights necessary for Dealer to continue to conduct its business as
heretofore conducted by it.

5.9 TAXES. Dealer has filed all tax reports and returns required by applicable
Laws except for extensions duly obtained. Dealer has either duly paid all taxes,
duties and charges indicated due on the basis of such reports and returns or has
made adequate provision for the payment thereof, and the assessment of any
material amount of additional taxes, duties or charges in excess of those paid
and reported is not reasonably expected.

5.10 NO CHANGE IN BUSINESS. Since the most recent financial statements furnished
by Dealer to TCFC, there has been no Material Adverse Change.

5.11 COMPLETE DISCLOSURE. There is no fact which Dealer has not disclosed to
TCFC which could result in a Material Adverse Change or which is necessary to
disclose in order to keep the foregoing representations and warranties from
being misleading in any material respect.

SECTION 6. AFFIRMATIVE COVENANTS. Unless TCFC otherwise consents in writing,
Dealer shall comply with the agreements in this Section 6.

6.1 BOOKS AND RECORDS. Dealer shall at all times maintain complete and accurate
books and records comprising a standard, modern accounting system in accordance
with United States generally accepted accounting principles ("GAAP") which
accurately record and reflect Dealer's income, expenses, liabilities,
operations, accounts, and ownership and location of the Collateral, including,
without limitation, adequate reserves (including without limitation, for bad
debts, depreciation and taxes) in accordance with GAAP. All such books and
records and all documents relating to any of the Collateral are and will
continue to be genuine and in all respects what they purport to be.

6.2 INSURANCE. Dealer shall, at all times, and for such periods of time as TCFC
may require, insure all insurable Collateral, with financially sound and
reputable insurers reasonably acceptable to TCFC, with extended coverage against
loss or damage by theft, embezzlement, fire, explosion, flood, sprinkler, and
other insurable events and risks that are customarily insured against by
similarly situated Persons in similar businesses, to the extent of the
replacement value thereof. All insurance policies shall name TCFC as lender loss
payee, and provide that proceeds payable thereunder shall be payable directly to
TCFC and that no act or default of Dealer or any other Person shall affect the
right of TCFC to recover thereunder. Upon receipt of the proceeds of any such
insurance, TCFC may apply such proceeds to the Loans as TCFC may determine in
its sole discretion, and then to other Liabilities to TCFC. Dealer shall
maintain public liability and third party property damage insurance in such
amounts and with such deductibles as are acceptable to TCFC. Dealer shall
provide TCFC with the original or a certificate of each policy of insurance
which shall contain a provision requiring the insurer to give not less than 30
(10 in the case of non-payment of premiums) days advance written notice to TCFC
in the event of cancellation or termination for any reason. Dealer shall deliver
to TCFC, promptly as rendered, true and correct copies of all reports made to
insurance companies by Dealer or by insurance companies to Dealer.

6.3 FINANCIAL STATEMENTS. All financial statements of Dealer now or hereafter
delivered to TCFC have been, and shall be, prepared in conformity with GAAP
consistently applied, and now and hereafter will completely and accurately
reflect the financial condition and results of Dealer and its operations at the
times and for the periods therein stated. Dealer shall deliver to TCFC (i)
monthly (except with respect to a month constituting the end of a fiscal
quarter) unaudited financial statements (which term as used in this Agreement
shall include a balance sheet, profit and loss statement and cash flow
statement), within 20 days after the end of the month to which they pertain;
(ii) quarterly, unaudited financial statements, within 20 days after the end of
the fiscal quarter to which they pertain; and (iii) year-end, unaudited
financial statements, within 60 days after the end of the fiscal year to which
they pertain.

6.4 LOCATIONS OF COLLATERAL AND BUSINESSES. The Collateral and Dealer's chief
executive office and principal place of business are and shall continue to be
located at Permitted Locations. "PERMITTED LOCATIONS" shall mean business and
warehouse locations of Dealer in the United States set forth in Schedule 6.4.
The books and records of Dealer and all records of account and all Chattel Paper
(to the extent not delivered to TCFC) are and shall continue to be located at
the principal place of business of Dealer. Dealer shall not make any change in
the location of Collateral or of Dealer's principal place of business, chief
executive office, books and records, or records of account without TCFC's prior
written consent.

6.5 ACCESS TO COLLATERAL AND RECORDS. TCFC, and any person designated by TCFC,
shall have free access to, and the right during Dealer's normal business hours,
without hindrance or delay, to inspect, audit, examine and test the Collateral,
wherever located, and to inspect, audit, check, copy and make extracts from
Dealer's and its accountant's books, records and accounts ("RECORDS") including,
but not limited to, all computer programs and devices or programs related
thereto, printouts, computer runs or discs, minute books, journals, ledgers,
work papers, financial statements, orders, receipts, correspondence and other
data relating to Dealer's business or to any transactions of Dealer, no matter
how or where such Records may be maintained, generated or stored. For such
purposes, TCFC and its agents at no charge may enter into and remain upon
Dealer's premises as often and for so long as reasonably necessary. To the
extent reasonably necessary, TCFC and its agents may use all computers and other
equipment and devices which Dealer




owns, leases or otherwise has available; provided that TCFC shall not have any
such rights with respect to proprietary information of third parties, nor,
unless a Default has occurred, the right to make copies of Dealer's proprietary
computer programs. To the extent necessary to carry out the rights provided for
herein, Dealer irrevocably authorizes and directs any Person including, but not
limited to, any of Dealer's directors, officers, employees, agents, accountants
and attorneys having possession or control of any of the Records to make them
available to TCFC to the extent such Records are not subject to the
attorney-client or other evidentiary privilege of Dealer. After the occurrence
of a Default, TCFC shall have the right to possession of the Records relating to
the Collateral for so long as reasonably necessary to make full use thereof in
aid of TCFC's rights under this Agreement. Dealer shall permit TCFC to discuss
Dealer's condition (financial or otherwise), business, operations and prospects
with employees and accountants of Dealer.

6.6 FINANCIAL COVENANTS. So long as any Liabilities to TCFC remain outstanding
and (even if no Liabilities to TCFC are outstanding) so long as this Agreement
remains in effect, Dealer shall comply with the financial covenants in Schedule
6.6. As used in this Agreement, the following terms shall have the following
meanings:

  "TANGIBLE NET WORTH" as of any date shall mean the sum of Dealer's (a) net
worth as reflected on its last twelve-month fiscal financial statements, (b) net
earnings since the end of such fiscal year, both after provision for taxes and
with inventory determined on a first in, first out basis and (c) Subordinated
Debt, less the sum of Dealer's (i) intangible assets, including, without
limitation, unamortized leasehold improvements, goodwill, franchises, licenses,
patents, tradenames, copyrights, service marks, brand names, and covenants not
to compete; (ii) prepaid expenses; (iii) franchise fees; (iv) notes, Accounts
and other amounts owed to it by any Guarantor, Affiliate or employee of Dealer;
(v) losses since the end of such fiscal year; and (vi) interest in the cash
surrender value of officer's or shareholder's life insurance policies.

  "INDEBTEDNESS" shall mean (i) debt for borrowed money or for the deferred
purchase price of property or services in respect of which Dealer is liable as
obligor or otherwise or assures a creditor against loss, (ii) obligations under
any leases which have been or in accordance with GAAP should be recorded as
capitalized leases ("CAPITALIZED LEASES")upon which obligations Dealer or any
Affiliate is liable, and (iii) unfunded obligations of Dealer or any Affiliate
under a "multiemployer plan," as such term is defined under the Employment
Retirement Security Act of 1974, as amended ("ERISA"), required to be accrued by
GAAP.

  "CAPITAL EXPENDITURES" shall mean all expenditures, or agreements for
expenditures, for fixed assets, improvements or replacements, or substitutions
or additions thereto, which have a useful life of more than one year, including,
without limitation, the direct or indirect acquisition of assets by way of
increased product or services charges, offset items or otherwise, and includes
payments under Capitalized Leases.

  "SUBORDINATED DEBT" shall mean Indebtedness of Dealer to any Guarantor,
Affiliate, or employee of Dealer which is fully subordinated to all Liabilities
to TCFC in a manner satisfactory to TCFC.

6.7 NOTICE OF CONTINGENCIES. Forthwith upon learning of the occurrence of any of
the following, Dealer shall furnish TCFC written notice describing the same and
the steps being taken by Dealer with respect thereto: (i) any expected
uncollectibility of, material delay in collection of, or other impairment of any
Eligible Account, (ii) the occurrence of a Default or an event, which with
notice or lapse of time or both, would constitute a Default, (iii) the
institution or threatened institution of, or any adverse determination or
materially adverse development in, any litigation, arbitration, governmental or
other proceeding which, if adversely determined, would result in a Material
Adverse Change or the ability of Dealer to perform its obligations in connection
with this Agreement or the Other Agreements, (iv) notice from a governmental
Person that Dealer's operations violate any applicable Law in any material
respect, or (v) any event which has resulted or may result in a Material Adverse
Change or material impairment in the ability of Dealer to perform its
obligations under this Agreement or the Other Agreements.

6.8 TAXES. Dealer shall promptly file all tax returns required by Law and pay
all taxes, fees and other governmental charges for which it is liable.

6.9 ADDITIONAL AFFIRMATIVE COVENANTS. Dealer shall comply with all other
covenants, if any, set forth in Schedule 6.9.

6.10 INDEMNIFICATION. To the fullest extent not prohibited by applicable Law,
Dealer shall indemnify TCFC and each of its officers, directors, employees and
agents ("INDEMNITEES") from and against any and all claims, losses, liabilities,
costs (including, without limitation, all documentary, recording, filing,
mortgage or other stamp taxes or duties), and expenses (including reasonable
attorneys' fees) (irrespective of whether such Indemnitee is a party to the
action for which indemnification is sought) (the "INDEMNIFIED LIABILITIES"),
incurred by Indemnitees or any of them as a result or arising out of or relating
to (i) any transaction financed or to be financed in whole or in part, directly
or indirectly, with the proceeds of any Loan or involving any Loan, or (ii) the
execution, delivery, performance or enforcement of this Agreement or the Other
Agreements, except for any Indemnified Liabilities finally determined by a court
of competent jurisdiction to have arisen on account of the relevant Indemnitee's
gross negligence or willful misconduct. Obligations provided for in this Section
6.10 and in Sections 2.1(b) and 2.5(c) shall survive termination of this
Agreement and shall not be reduced or impaired by any investigation made by or
on behalf of TCFC or any other Indemnitee.

SECTION 7. NEGATIVE COVENANTS. Unless TCFC otherwise consents in writing, Dealer
shall comply with the agreements in this Section 7.

7.1 CORPORATE STRUCTURE. Dealer shall not: (i) recapitalize, dissolve or be a
party to any merger or consolidation or acquire all or substantially all of the
assets of any other Person; (ii) amend its certificate or articles of
incorporation or bylaws, except to effect a change in its corporate name after
it has notified TCFC pursuant to Section 5.3 and provided TCFC with such
financing statements as TCFC may request and an exact copy of the amendment;
(iii) redeem, purchase, or otherwise retire, declare or pay any dividend, return
capital to any of its shareholders or otherwise make any other distribution on
or in respect of any shares of stock (or any other equity interest) of Dealer
except that if Dealer is an S corporation, as such term is used in the Internal
Revenue Code (the "IRC"), prior to a Default Dealer may distribute dividends to
its shareholders in an amount equal to the federal and state income tax
liability of such shareholders arising from their respective allocable shares of
the earnings and profits of Dealer, with each shareholder's federal and state
income tax liability computed on the basis of the applicable tax rates under the
IRC and relevant state law as such rates are reduced by deduction for state
income taxes with respect to the IRC and for federal income taxes with respect
to relevant state law; provided, however, that no such distribution shall be
made if, after giving effect thereto, the aggregate amount so distributed to
shareholders in any period exceeds an amount equal to the amount of regular
state and federal income taxes that would be assessed against Dealer for such
period if Dealer were subject to the regular tax provisions applicable to a C
corporation, as such term is used in the IRC, but not including any penalty tax
provisions such as provisions for accumulated earnings taxes or personal holding
company taxes; or (iv) issue or distribute any stock or other securities for
consideration.

7.2 INDEBTEDNESS. Dealer shall not: (i) incur or permit to exist any
Indebtedness except for Liabilities to TCFC, deferred taxes, current accounts
payable arising in the ordinary course of business and not overdue, and
non-current accounts payable which Dealer is contesting in good faith by
appropriate proceedings; or (ii) guarantee, endorse or become responsible for
obligations of any other Person or incur any contingent obligation other than
endorsements of negotiable instruments for collection in the ordinary course of
business.




7.3 DISPOSAL OF COLLATERAL. Dealer shall not sell, lease, transfer, assign or
otherwise dispose of any of the Collateral or any other asset except for the
sale (not subject to a repurchase obligation or return right) of finished
Inventory in the ordinary course of business.

7.4 NEW FACILITIES. Dealer shall not open any new stores, warehouses, sales
offices, service sites or other facilities without the prior written notice to
TCFC.

7.5 ENCUMBRANCES. Except for the security interest granted by Dealer to TCFC
pursuant to this Agreement, Dealer shall not create, incur, assume or suffer to
exist any Lien other than those set forth on Schedule 7.5 or consented to in
writing by TCFC ("PERMITTED LIENS").

7.6 AFFILIATES AND INVESTMENTS. Dealer shall not purchase or otherwise acquire,
hold or invest in any interest, or make any loan or advance to, or enter into
any arrangement for the purpose of providing funds or credit to, any Person
except for investments in direct obligations of or instruments unconditionally
guaranteed by the United States, or certificates of deposit issued by a member
bank of the Federal Reserve System having a combined capital and surplus of at
least $50,000,000, or in any money market account maintained with such a bank.

7.7 TRANSACTIONS WITH AFFILIATES. Dealer shall not enter into, or cause, suffer
or permit to exist: (i) any arrangement or agreement with any Affiliate
requiring any payment to be made by Dealer to an Affiliate for Goods or services
even if not received by Dealer, without first obtaining TCFC's prior written
consent; or (ii) any other arrangement or agreement (including, without
limitation, any employment agreement or agreement to pay directors' fees) with
any Affiliate which is not in the ordinary course of business of Dealer, or
which is on terms less favorable than otherwise reasonably attainable on an
arm's length basis from a Person not an Affiliate.

7.8 ADDITIONAL NEGATIVE COVENANTS. Dealer shall at all times comply with the
additional negative covenants, if any, set forth on Schedule 7.8.

SECTION 8. APPLICATION OF PAYMENTS. Notwithstanding any provision of this
Agreement or in any Other Agreement, Dealer waives the right to direct the
application of any and all payments received by TCFC from Dealer or with respect
to any Collateral. TCFC shall have the continuing exclusive right to apply and
reapply any and all payments received, whether with respect to the Collateral or
otherwise, against Liabilities to TCFC in such manner as TCFC may deem
advisable, notwithstanding any entry by TCFC upon any of its books and records.

SECTION 9. DEFAULT AND REMEDIES.

9.1 DEFAULT. The occurrence of any one or more of the following events shall
constitute a "DEFAULT," and Dealer shall provide TCFC with immediate written
notice thereof:

  (a) Any warranty of Dealer to TCFC is now or hereafter breached or any
representation, statement, report or certificate made or delivered to TCFC by
Dealer or any of Dealer's officers, employees or agents is now or hereafter
incorrect, false, untrue or misleading in any respect;

  (b) Dealer shall fail to promptly remit any Account payment or to repay any
Liabilities to TCFC when due or declared to be due;

  (c) Dealer or any Guarantor shall fail to materially perform or materially
comply with, or otherwise shall breach, any provision of this Agreement or any
Other Agreement;

  (d) Dealer shall fail to promptly perform or comply with any provision of any
agreement now or hereafter existing with any third party which, if not performed
would result in a Material Adverse Change;

  (e) Any or all of the Collateral shall become the subject of a levy,
assessment, attachment, seizure or Lien which impairs its value, the prospect of
payment or performance, or the priority of TCFC's security interest;

  (f) Dissolution, termination of existence, insolvency or business failure of
Dealer or any Guarantor; or appointment of a receiver, trustee or custodian, for
all or any part of the property of, general assignment for the benefit of
creditors by, or the commencement of any proceeding by or against, Dealer or any
Guarantor under any reorganization, bankruptcy, insolvency, arrangement,
readjustment of debt, dissolution or liquidation law of any jurisdiction;

  (g) Dealer or any Guarantor shall conceal, remove or permit to be concealed or
removed any part of its property with intent to hinder, delay or defraud its
creditors, or make or suffer any transfer of any of its property which may be
fraudulent under any bankruptcy, fraudulent conveyance or similar Law;

  (h) A Material Adverse Change shall occur; or

  (i) TCFC in good faith believes that prospect of payment of any Liabilities
to TCFC is impaired or deems itself insecure.

  (j) Any of the following Persons shall for any reason, including without
limitation death, cease to be actively engaged in the management of Dealer:
Thomas Franceski and John Bott.

9.2     REMEDIES.

  (a) Upon the occurrence of a Default, and at any time thereafter, TCFC, at its
option, with or without notice to Dealer, may do any one or more of the
following: (i) cease advancing money, issuing Approvals or extending credit to
or for the benefit of Dealer under this Agreement and any Other Agreement; (ii)
terminate this Agreement; (iii) revoke any outstanding Approvals; (iv)
accelerate and declare all or any part of the Liabilities to TCFC (including any
applicable early termination fees) to be immediately due and payable, and, in
such event, Dealer shall deposit cash collateral with TCFC in an amount equal to
the aggregate amount of outstanding Approvals; (v) take possession of any or all
of the Collateral wherever it may be found, and for that purpose Dealer
authorizes TCFC without judicial process to enter onto any of Dealer's premises
without hindrance to search for, take possession of, and keep, store, sell or
remove any or all of the Collateral; (vi) require Dealer to assemble any or all
of the Collateral and make it available to TCFC at a place or places designated
by TCFC reasonably convenient to TCFC and Dealer, and to remove the Collateral
to such locations as TCFC may deem advisable; (vii) complete processing or
repair of all or any portion of the Collateral prior to a disposition thereof
and, for such purpose and for the purpose of removal, TCFC shall have the right
to use Dealer's premises, Equipment and any and all other property without
charge; (viii) sell, ship, reclaim, lease or otherwise dispose of all or any





portion of the Collateral in its condition at the time TCFC obtains possession
or after further manufacturing, processing or repair, at any one or more public
and/or private sale(s) (including, without limitation, execution sales), in lots
or in bulk, for cash or otherwise, and any notification shall be deemed
reasonably and properly given if sent at least 10 days before a disposition of
any Collateral, and Dealer agrees that sale at wholesale of any of the
Collateral will be a commercially reasonable disposition and that TCFC may
purchase all or any part of the Collateral at public sale and in lieu of actual
payment of such purchase price, may set-off the amount thereof against
Liabilities to TCFC; (ix) demand payment of, and collect any Accounts, Chattel
Paper, Instruments, and General Intangibles and other Collateral and, in
connection therewith, Dealer irrevocably authorizes TCFC to endorse or sign
Dealer's name on all collections, receipts, Instruments and other documents, to
take possession of and open mail addressed to Dealer and remove therefrom
payments made with respect to Collateral or Proceeds thereof, and, in TCFC's
sole discretion, to grant extensions of time to pay, compromise claims and
settle Accounts and the like for less than face value; and (x) TCFC shall have
the right to obtain access to any of Dealer's data processing equipment,
computer hardware and software relating to the Collateral and, subject to the
terms of any licenses with third parties, to use all of the foregoing and
information contained therein in any manner TCFC deems appropriate.

  (b) Dealer agrees that the sale of Inventory by TCFC to a Person who is liable
to TCFC under a guaranty, endorsement, Repurchase Agreement or the like shall
not be deemed to be a transfer subject to Section 9-504(5) of the UCC or any
similar provision of any other applicable Law, and Dealer waives any provision
to the contrary of such Law.

  (c) Any and all reasonable attorneys' fees, expenses, costs, liabilities and
obligations incurred by TCFC with respect to the foregoing shall become part of
Liabilities to TCFC, be due on demand, and bear interest at the Default Rate.

  (d) Anything contained herein to the contrary notwithstanding, upon the
occurrence of a Default described in Section 9.1(f) or 9.1(g), all Liabilities
to TCFC, including without limitation, accrued interest thereon shall become
immediately due and payable without notice or election by TCFC.

9.3 REMEDIES CUMULATIVE. In addition to rights and remedies set forth in this
Agreement, TCFC shall have all rights and remedies accorded a secured party
under the UCC and other applicable Laws and in any other agreement or document
now or hereafter executed by Dealer for TCFC's benefit. All rights and remedies
are cumulative and none is exclusive. Exercise or partial exercise by TCFC of
one or more rights or remedies shall not be deemed an election, nor bar TCFC
from subsequent exercise or partial exercise of any other rights or remedies.
The failure or delay of TCFC to exercise any rights or remedies shall not
operate as a waiver thereof, but all rights and remedies shall continue in full
force and effect until all Liabilities to TCFC have been fully paid and
performed.

9.4 RECOVERED PAYMENTS. To the extent Dealer makes a payment to TCFC or TCFC
enforces its security interest or exercises a right of setoff, and such payment
or the proceeds of such enforcement or exercise or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required to be repaid to a trustee, receiver or any other Person under any
bankruptcy law, state or federal law, common law or equitable cause, then to the
extent of such recovery, the obligation or part thereof originally intended to
be satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or exercise had not occurred.

SECTION 10.   POWER OF ATTORNEY.

10.1 POWER OF ATTORNEY. Dealer hereby grants to TCFC an irrevocable power of
attorney coupled with an interest, authorizing and permitting TCFC, at its
option but without obligation, at Dealer's sole expense, in Dealer's name or
otherwise, to the extent reasonably determined by TCFC to be necessary or
advisable in order to carry out TCFC's rights or remedies to do any or all of
the following:

         A)   At any time:
              1) execute on behalf of Dealer any financing statement, or any
continuation or amendment thereof, security agreement, assignment of rentals
from real or personal property, report, notice, schedule of Account, and any
other agreement or document that TCFC may, in its reasonable discretion, deem
advisable in order to (i) perfect, maintain or improve TCFC's security interest
in the Collateral or other property intended to constitute Collateral, or (ii)
fully consummate the transactions contemplated under this Agreement and the
Other Agreements;

              2) execute on behalf of Dealer, any invoice relating to any
Account , any draft against or notice to any Account Debtor, any proof of claim
in bankruptcy, or other similar document against any Account Debtor, any notice
or claim of mechanic's, materialman's or other Lien, or assignment or
satisfaction thereof;

              3) pay, contest or settle any Lien with respect to the Collateral,
or any judgment based thereon, or otherwise take any action to terminate or
discharge the same;

              4) endorse all checks and other forms of remittances in payment of
Accounts received by TCFC "Pay to the Order of Transamerica Commercial Finance
Corporation";

              5) settle and adjust, and give releases of, any claim under any
insurance policy that relates to any of the Collateral and obtain payment
therefor, and make all determinations and decisions with respect to any such
policy and endorse Dealer's name on any Instrument or other item of payment or
the proceeds of such policy.

         B)   After Default by Dealer:
              1) sign Dealer's name to any verification of its Accounts and
notices thereof to Dealer's Account Debtors; or take control in any manner of
any cash or non-cash proceeds of Collateral;

              2) notify post office authorities to change the address for
delivery of any of Dealer's mail to an address designated by TCFC and receive
and open all mail addressed to Dealer and make such disposition as is reasonable
under the circumstances, and TCFC will endeavor to provide Dealer with originals
or copies thereof;

              3) demand payment of Accounts, enforce payment of Accounts by
legal proceedings or otherwise, and endorse any and all rights of Dealer in
Accounts; grant extensions of time to pay, compromise claims and settle Accounts
for less than face value and execute all releases and other documents in
connection therewith;

              4) endorse Dealer's name upon any Instruments, money orders, bills
of lading, freight bills, Chattel Paper or other agreements or documents,
evidence of payment or Collateral that may come into TCFC possession;

              5) take any action or pay any sum required of Dealer pursuant to
this Agreement, and any other present or future agreements between TCFC and
Dealer and do all acts and things which are necessary to fulfill Dealer's
obligations under this Agreement; or

              6)  exercise any right of Dealer.




SECTION 11.  TERM AND TERMINATION.

11.1 TERM AND TERMINATION. The term of this Agreement, unless sooner terminated
as provided in this Agreement, shall be for two years from the date of this
Agreement and from year to year thereafter until terminated at the end of the
second year or any subsequent one-year period of such term by either party by at
least 60 days prior written notice to the other; provided TCFC may terminate
this Agreement (i) immediately by written notice to Dealer in whole or only with
respect to certain product lines if Dealer shall lose or relinquish any right to
sell or deal in any product line of Inventory, or if Dealer fails to pay a Loan
due to an objection to the terms of any Transaction Statement and TCFC
determines that the Transaction Statement does not contain a bona fide error, or
(ii) at any time by at least 90 days prior written notice to Dealer, and Dealer
may terminate this Agreement at any time by at least 90 days prior written
notice to TCFC. Upon termination of this Agreement, all Liabilities to TCFC (or,
if this Agreement is terminated only with respect to certain product lines,
Liabilities to TCFC relative to such product lines) shall become immediately due
and payable without notice or demand. Upon any termination, Dealer shall remain
liable to TCFC for all Liabilities to TCFC, including without limitation
interest, fees, charges and expenses arising prior to or after the effective
date of termination, and all of TCFC's rights and remedies and its security
interest shall continue until all Liabilities to TCFC are paid and all
obligations of Dealer are performed in full. No provision of this Agreement
shall be construed to obligate TCFC to make any Loans.

SECTION 12.   GENERAL.

12.1 NOTICES. All notices to be given under this Agreement shall be in writing
and shall be served either personally or by depositing the same with a reputable
overnight courier with charges prepaid or provided for, or in the United States
mail, first-class postage prepaid, by ordinary, registered or certified mail,
addressed to TCFC or Dealer at its address shown above, or at any other address
as shall be designated by one party in a written notice to the other party. Any
such notice shall be deemed to have been given upon delivery in the case of
personal delivery, one Business Day after being so deposited with a reputable
overnight courier, or 3 Business Days after being so deposited in the United
States mail, except that any notice of change of address shall not be effective
until actually received. In addition, notice may be sent by facsimile
transmission, which shall be effective upon confirmation to the sender that such
transmission was received, provided a hard copy of such notice is sent within 24
hours of such transmission.

12.2 ATTORNEYS' FEES AND COSTS. Dealer shall pay TCFC the amount of (i) all
fees, costs and expenses (including reasonable attorneys' fees of TCFC's in
house and outside counsel) incurred by TCFC in collecting Liabilities to TCFC,
enforcing, protecting or perfecting TCFC's security interest in the Collateral
or in connection with any matters contemplated by or arising out of this
Agreement or any Other Agreement, including, without limitation, legal
consultation and preparation, negotiation and execution of any modification or
extension agreements or other agreements with Dealer or any other Person
relating to any Liabilities to TCFC; (ii) all fees, costs and expenses
(including reasonable attorneys' fees) incurred upon appeal if TCFC is
successful in being awarded collection of Liabilities or other relief against
Dealer as a result of such appeal; and (iii) all reasonable expenses, costs and
charges relating to any of the foregoing, including reasonable fees of
paralegals and other staff of TCFC's attorneys.

12.3 BENEFIT. This Agreement and documents contemplated hereby shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns; provided that Dealer may not assign any of its rights
under this Agreement without the prior written consent of TCFC, and any
prohibited assignment shall be void. References herein to TCFC shall be deemed
to refer to TCFC and its successors and assigns. No consent by TCFC to any
assignment shall relieve Dealer or any Guarantor from its liability for any
Liabilities to TCFC or any other obligation.

12.4       NON-WAIVER BY TCFC.

  (a) The failure of TCFC at any time to require Dealer strictly to comply with
any of the provisions of this Agreement or any Other Agreement shall not waive
or diminish any right of TCFC thereafter to demand and receive strict compliance
therewith or with any other provision; and any waiver of any breach shall not
waive or affect any other breach, whether prior or subsequent thereto and
whether of the same or a different type. None of the provisions of this
Agreement or any Other Agreement shall be deemed waived by any act or knowledge
of TCFC or its agents or employees, but only by a specific written waiver signed
by an officer of TCFC and delivered to Dealer.

  (b) TCFC shall have the right to seek recourse against Dealer or any
Guarantor, and no election by TCFC to seek recourse against less than all such
parties shall constitute a waiver of TCFC's right to seek recourse against the
others.

  (c) Time is of the essence in the performance of all of Dealer's obligations
under this Agreement.

12.5       WAIVERS BY DEALER.

  (a) Dealer waives: (i) notice of the creation, renewal or accrual of any
Liabilities to TCFC or of TCFC's reliance upon Dealer's agreements,
representations and warranties in this Agreement; (ii) demand of payment,
protest, notice of protest, notice of default or dishonor, notice of payment,
notice of release, compromise, settlement, extension or renewal of any Chattel
Paper, Instrument, Account, General Intangible, Document, Agreement or guaranty
at any time held by TCFC from Dealer, any Guarantor, or any other Person; (iii)
notice of any action taken by TCFC unless expressly required by this Agreement;
(iv) any right of contribution from any Guarantor; (v) any right to require TCFC
to institute any action or suit or to exhaust TCFC's rights and remedies against
any Collateral or any Guarantor before proceeding against Dealer; and (vi) any
obligation of TCFC to marshal any assets in favor of Dealer.

  (b) Dealer consents that TCFC may, without in any manner affecting Dealer's
liability for any Liabilities to TCFC: (i) extend in whole or in part (by
renewal or otherwise), modify, premature, change or release any obligation of
any Guarantor; (ii) sell, release, surrender, modify, impair, exchange,
substitute or extend the duration or the time for the performance or payment of
any and all Collateral or other property, of any nature and from whomsoever
received, held by TCFC as security for the payment or performance of any
Liabilities to TCFC or any obligations of any Guarantor; and (iii) settle,
adjust or compromise any of TCFC's claims against Dealer or any Guarantor.

12.6 DEALER'S COSTS; TCFC EXPENDITURES. All obligations of Dealer under this
Agreement and the Other Agreements shall be performed at Dealer's sole cost and
expense. If Dealer shall fail to pay taxes, insurance, assessments, costs or
expenses which Dealer is required to pay under this Agreement, or fails to keep
the Collateral free from Liens except for Permitted Liens, TCFC may, in its sole
discretion, make expenditures for any or all of such purposes, and the amount so
expended, together with interest thereon at the Default Rate shall be part of
the Liabilities to TCFC, payable on demand.

12.7 CUSTODY AND PRESERVATION OF COLLATERAL. TCFC shall be deemed to have
exercised reasonable care in the custody and preservation of Collateral in its
possession if it takes such action for that purpose as Dealer shall request in
writing, but failure by TCFC to comply with any such request shall not of itself
be deemed a failure to exercise reasonable care, and no failure by TCFC to
preserve or protect any right with respect to such Collateral against prior
parties, or to do any act with respect to the preservation of such Collateral
not requested by Dealer, shall of itself be deemed a failure to exercise
reasonable care in the custody or preservation of such Collateral.




12.8 CREDIT INFORMATION. TCFC may at any time investigate or make inquiries of
former or current creditors of Dealer or other Persons and provide to any
creditors or other Persons any and all financial, credit or other information
regarding or relating to Dealer, whether supplied by Dealer to TCFC or otherwise
obtained by TCFC.

12.9 SEVERABILITY. If any provision of this Agreement is held by any court of
competent jurisdiction to be invalid or otherwise unenforceable, such defect
shall not affect any other provision and the remainder of this Agreement shall
be effective as though such defective provision had not been a part of this
Agreement.

12.10 SINGULAR/PLURAL MEANING. The meaning of all terms used in this Agreement
shall be equally applicable to both singular and plural forms of such terms
unless the context otherwise requires.

12.11 AMENDMENT. Except as otherwise expressly provided in Section 2.9 or 2.12,
the provisions of this Agreement may not be waived, altered, modified or amended
except in a writing executed by a duly authorized officer of Dealer and a duly
authorized officer of TCFC.

12.12 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ALL RESPECTS IN
ACCORDANCE WITH, AND GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF
LAW PROVISIONS) OF THE STATE OF ILLINOIS, EXCEPT THAT QUESTIONS AS TO PERFECTION
OF TCFC'S SECURITY INTEREST AND THE EFFECT OF PERFECTION OR NON-PERFECTION SHALL
BE GOVERNED BY THE LAW WHICH WOULD BE APPLICABLE EXCEPT FOR THIS SECTION.

12.13 WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE
PARTIES HERETO EACH WAIVE ANY RIGHT TO A TRIAL BY JURY ON ANY CLAIM, DEMAND,
ACTION, CAUSE OF ACTION OR COUNTERCLAIM ARISING UNDER OR IN ANY WAY RELATED TO
THIS AGREEMENT, AND UNDER ANY THEORY OF LAW OR EQUITY, WHETHER NOW EXISTING OR
HEREAFTER ARISING.

12.14 SUBMISSION TO JURISDICTION; WAIVER OF BOND. Dealer consents to the
jurisdiction of any federal, state or municipal court located within the State
of Illinois and waives any objection which Dealer may have based on improper
venue or forum non conveniens to the conduct of any proceeding in any such court
and waives personal service of any and all process upon it, and consents that
all such service of process be made by mail or messenger directed to it in the
same manner as provided for notices to Dealer in this Agreement and that service
so made shall be deemed to be completed upon the earlier of actual receipt or 3
days after the same shall have been posted to Dealer or Dealer's agent as set
forth below. Dealer hereby irrevocably appoints C T Corporation System as
Dealer's agent for the purpose of accepting the service of any process within
the State of Illinois. Dealer waives, to the extent permitted by law, any bond
or surety or security upon such bond which might, but for this waiver, be
required of TCFC. Nothing contained in this section shall affect the right of
TCFC to serve legal process in any other manner permitted by law or affect the
right of TCFC to bring any action or proceeding against Dealer or its property
in the courts of any other jurisdiction.

12.15 SAVINGS PROVISIONS. All agreements between TCFC and Dealer, whether now
existing or hereafter arising, and whether written or oral, are hereby limited
by this section. In no contingency, whether by reason of acceleration or the
maturity of the amounts due hereunder or otherwise, shall interest contracted
for, charged, received, paid or agreed to be paid to TCFC exceed the maximum
amount permissible under applicable law. If, from any circumstance whatsoever,
interest would otherwise be payable to TCFC in excess of the maximum lawful
amount, the interest shall be reduced to the maximum amount permitted under
applicable law; and if, from any circumstance, TCFC shall have received anything
of value deemed interest by applicable law, in excess of the maximum lawful
amount, an amount equal to any excess of interest shall be applied to the
reduction of the principal amount of Liabilities to TCFC and not to the payment
of interest, or if such excess interest exceeds the unpaid balance of the
principal amount of Liabilities to TCFC, such excess shall be refunded to
Dealer. All interest paid or agreed to be paid to TCFC, to the extent permitted
by applicable law, shall be amortized, prorated, allocated and spread throughout
the full term of this Agreement (including any Free Floor Periods) until payment
in full of all principal obligations owing by Dealer so that interest for such
full term shall not exceed the maximum amount permitted by applicable law.

12.16 LIMITATION OF REMEDIES AND DAMAGES. In the event there is any dispute
under this Agreement, the aggrieved party's remedy in connection with any action
arising under or in any way related to this Agreement shall be limited to a
breach of contract action and any damages in connection therewith are limited to
actual and direct damages, except that TCFC may seek equitable relief in
connection with any judicial repossession of, or temporary restraining order
with respect to, the collateral.

12.17 INTEGRATION. THIS AGREEMENT AND THE OTHER WRITINGS REFERRED TO HEREIN
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES, EMBODY THE ENTIRE AGREEMENT
BETWEEN THE PARTIES HERETO AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS
RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

12.18 EFFECTIVENESS. This Agreement shall not become an agreement between the
parties until accepted by TCFC in Illinois. Dealer waives notice of such
acceptance.


ATTEST:                          DEALER
(or witness)
                                 DJS Marketing, Inc.
                                 -----------------------------------------------
                                 (Name of corporation, partnership or individual
--------------------------------
Title:
       -------------------------
                                   By:
                                   ---------------------------------------------
Accepted in Illinois:
                                   Title:    President
                                   ---------------------------------------------
TRANSAMERICA COMMERCIAL FINANCE
CORPORATION

By:
        -------------------------
Title:
        -------------------------