SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT



     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): September 17, 1998

                     Franklin Credit Management Corporation

                           Delaware 0-17771 75-2243266
----------------------------------------- ------------------------------------
           (State or other jurisdiction (Commission File (IRS Employer
                  of incorporation) Number) Identification No.)



                  Six Harrison Street, New York, New York 10013
               (Address of principal executive offices) (Zip code)


       Registrant's telephone number, including area code: (212) 925-8745



                                       N/A
          (Former name or former address, if changed since last report)










<PAGE>



Item 2.  Acquisition or Disposition of Assets.

On September 25, 1998, Franklin Credit Management Corporation,  through a
 wholly owned  subsidiary,  consummated the acquisition of a pool of 
$29,391,018 in faceamount of performing  mortgage loans and related  
servicing  rights,  secured by single family  residences,  from HomeGold Inc.
f/k/a Emergent  Mortgage Corp., a South Carolina corporation  ("Seller"). 
The loans acquired pursuant to the Loan and Real Estate Purchase Agreement
with Seller include $2,689,572 face amount of30 year first  mortgage  loans 
and  $26,701,446  face  amount of 15 year  second mortgage loans. The purchase
price was $25,570,185,  or 87% of face value,  plus accrued interest of
$338,283.

The purchase  price was funded by a $26,213,504  term loan facility (the "Senior
Debt") made available by The Citizens Banking Company,  an Ohio corporation (the
"Bank")  pursuant to a Term Loan and Security  Agreement.  The Senior Debt has a
maturity of three years,  is amortized over a 20 year term and bears interest at
the prime rate as reported in the Wall Street Journal (initially 8.5%), adjusted
daily. In addition, a 1% finance fee and bank legal fees of $6,000 were included
in the initial principal balance of the Senior Debt.

As collateral for the Senior Debt the Company  pledged all of the loans acquired
to the Bank.  Additionally,  the Company entered into  Hypothecation  Agreements
pursuant to which the newly  acquired  loans  cross-collateralize  the Company's
previously  outstanding  debt to the Bank  and the  collateral  underlying  such
previously outstanding debt cross collateralizes the new Senior Debt.

The foregoing  description is qualified in its entirety by reference to the full
text of the Loan and Real Estate Purchase  Agreement,  dated as of September 17,
1998,  by and  between  Franklin  Credit  Management  Corporation  and  HomeGold
Financial,  Inc.  f/k/a/  Emergent  Mortgage  Corp.  which is filed  herewith as
Exhibit 2.1, the Term Loan and Security  Agreement between Emerge 64 Corporation
(a wholly owned  subsidiary  of the Company)  and The Citizens  Banking  Company
which is filed  herewith as Exhibit  10(e)(i) and the  Hypothecation  Agreements
between the Company,  certain of its wholly owned  subsidiaries and The Citizens
Banking Company which are filed herewith as Exhibit 10(e)(ii).

CERTAIN  STATEMENTS  CONTAINED IN THIS  DOCUMENT  MAY BE DEEMED  FORWARD-LOOKING
STATEMENTS  THAT  INVOLVE A NUMBER OF RISKS AND  UNCERTAINTIES  THAT COULD CAUSE
ACTUAL  RESULTS  TO  DIFFER   MATERIALLY  FROM  THOSE  IN  THE   FORWARD-LOOKING
STATEMENTS.  READERS  ARE  CAUTIONED  NOT  TO  PLACE  UNDUE  RELIANCE  ON  THESE
FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE THEREOF. THE COMPANY
UNDERTAKES  NO  OBLIGATION  TO  RELEASE  PUBLICLY  THE  RESULTS OF ANY EVENTS OR
CIRCUMSTANCES   AFTER  THE  DATE  HEREOF  OR  TO  REFLECT  THE   OCCURRENCE   OF
UNANTICIPATED  EVENTS.  FOR MORE COMPLETE  INFORMATION  CONCERNING FACTORS WHICH
COULD AFFECT THE COMPANY'S FINANCIAL RESULTS, REFERENCE IS MADE TO THE COMPANY'S
REGISTRATION  STATEMENTS,  REPORTS  AND  OTHER  DOCUMENTS  FILED  WITH  THE U.S.
SECURITIES AND EXCHANGE COMMISSION.



<PAGE>


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (a)      Financial Statements of Business Acquired.

                  N/A


<PAGE>


         (b)      Pro Forma Financial Information.

FRANKLIN CREDIT MANAGEMENT CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1998
<TABLE>
<CAPTION>

                                                                PRO FORMA
                               ACTUAL          PRO FORMA       AS ADJUSTED
ASSETS
<S>                             <C>               <C>              <C>
    $               $                  $
CASH AND CASH EQUIVALENTS      3,884,053          36,900          3,920,953
RESTRICTED CASH                1,034,890                          1,034,890
NOTES RECEIVABLE:
     Principal               125,942,126      29,391,018        155,333,144
     Joint venture parti       (314,831)                          (314,831)
     Purchase discount      (16,455,338)     (3,783,932)       (20,239,270)
     Allowance for loan     (24,447,544)                       (24,447,544)
                         ---------------------------------------------------
        Net notes recei      84,724,413       25,607,086        110,331,499
                                             

LOANS HELD FOR SALE            3,100,027                         3,100,027
ACCRUED INTEREST RECEIVABLE    1,120,813        338,283          1,459,096
OTHER REAL ESTATE OWNED        9,255,949                         9,255,949
OTHER RECEIVABLES              1,162,413                         1,162,413
DEFERRED TAX ASSET             2,121,596                         2,121,596
OTHER ASSETS                   1,341,853                         1,341,853
BUILDING, FURNITURE AND          673,273                           673,273
DEFERRED FINANCING COSTS       1,262,933         268,135         1,531,068
                         ---------------------------------------------------
  TOTAL ASSETS 
                              109,682,213      26,250,404       135,932,617
                          ===================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
ACCOUNTS PAYABLE AND ACCRUED  3,245,262          36,900          3,282,162
LINES OF CREDIT               3,645,246                          3,645,246
NOTES PAYABLE                96,597,286      26,213,504        122,810,790
203(K) REHABILITAION            153,849                            153,849
SUBORDINATED DEBENTURES         730,575                            730,575
NOTES PAYABLE, AFFILIATES       375,386                            375,386
DEFERRED TAX LIABILITY        2,201,391                          2,201,391
                          ---------------------------------------------------
TOTAL LIABILITIES           106,948,995      26,250,404        133,199,399
                          ---------------------------------------------------

STOCKHOLDERS' EQUITY
common Stock,  $.01 
par value, 10,000,000
authorized  shares; 
issued and outstanding 
1998 and 1997:
  5,516,527                     55,167                             55,167
Additional paid-in capital   6,989,968                          6,989,968
Accumulated deficit         (4,311,917)                        (4,311,917)
                           ---------------------------------------------------
       Total stockholders'   2,733,218               0          2,733,218
                           ---------------------------------------------------
                                                   
TOTAL LIABILITIES AND      109,682,213           26,250,404    135,932,617
 STOCKHOLDER EQUITY        ===================================================

</TABLE>


<PAGE>




FRANKLIN CREDIT MANAGEMENT CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1998
<TABLE>
<CAPTION>
                                                               PRO FORMA
                                 ACTUAL        PRO FORMA      AS ADJUSTED
REVENUES:
<S>                                <C>           <C>             <C>
             Interest Income      3,291,028   2,092,640        5,383,668
             Purchase discount    2,347,885     240,607        2,588,492
             Gain on sale                 0                            0
             Gain on sale OriginLns 548,282                      548,282
             (Loss)on sale reo    (149,675)                    (149,675)
             Rental Income         410,364                      410,364
             Other                 418,420                      418,420
                              -----------------------------------------------
                              6,866,304      2,333,247         9,199,551
                             -----------------------------------------------

OPERATING EXPENSES:
            Interest expense      4,559,544      1,106,885         5,666,429
            Collection, g&A       3,392,713                        3,392,713
            Provision for loan       31,391                           31,391
            Banking service fees          0                                0
            Amortization of defer   137,762          2,552           140,314
            Depreciation             48,798                           48,798
                               
                              -----------------------------------------------
                                  8,170,208      1,109,437         9,279,645
                              -----------------------------------------------


INCOME (LOSS) BEFORE PROVISION FOR INCOME
TAXES                            (1,303,904)      1,223,810          (80,094)
                               -----------------------------------------------

BENEFIT (PROVISION)FOR INCTAXES          0                0                 0
                               -----------------------------------------------
NET INCOME (LOSS)                (1,303,904)       1,223,810         (80,094)
                               ===============================================
NET INCOME (LOSS) PER COMMON SHARE:
                    Basic           (0.24)             0.22            (0.02)
                    Dilutive        (0.24)             0.22            (0.02)
                               ===============================================
WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING                      5,516,527      5,516,527         5,516,527
                                ===============================================

</TABLE>


<PAGE>



(c)      Exhibits.

         2.1               Loan and Real Estate  Purchase  Agreement,  dated
 as of September  17, 1998 by and among
                           Franklin  Credit  Management  Corporation  and 
HomeGold  Financial  Inc.  f/k/a Emergent
                           Mortgage Corp.

         10(e)(i)          Term Loan and Security  Agreement  between  Emerge 64
                           Corporation   (a  wholly  owned   subsidiary  of  the
                           Company) and The Citizens Banking Company.

         10(e)(ii)         Hypothecation Agreements between the Company, certain
                           of its wholly  owned  subsidiaries  and The  Citizens
                           Banking Company.




<PAGE>


                                   SIGNATURES



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.



October 2, 1998            FRANKLIN CREDIT MANAGAGMENT CORPORATION


                           By:   /s/ Thomas J. Axon
                               Thomas J. Axon      
                    President and Chief Executive Officer
<PAGE>                         



Exhibits Index

2.1               Loan and Real Estate Purchase Agreement, dated as of 
September 17, 1998 by and among Franklin
                  Credit Management Corporation and HomeGold Financial 
Inc. f/k/a Emergent Mortgage Corp.

10(e)(i)          Term Loan and Security Agreement between Emerge 64
 Corporation (a wholly owned subsidiary of
                  the Company) and The Citizens Banking Company.

10(e)(ii)         Hypothecation  Agreements between the Company,  certain of 
its
                  wholly owned subsidiaries and The Citizens Banking Company.


<PAGE>



Exhibit 2.1       Loan and Real Estate Purchase Agreement, dated as of 
September 17, 1998 by and among Franklin
                  Credit Management Corporation and HomeGold Financial Inc.
 f/k/a Emergent Mortgage Corp.



                     FRANKLIN CREDIT MANAGEMENT CORPORATION

                                    Purchaser

                                       and

                            HOMEGOLD FINANCIAL, INC. 
                                     f/k/a 
                             EMERGENT MORTGAGE CORP.
                                     Seller



                     LOAN AND REAL ESTATE PURCHASE AGREEMENT


                         Dated as of September 17, 1998










F:\USR\AHR\FRANKLINCREDIT\homegoldcontract


<PAGE>


                                TABLE OF CONTENTS


ARTICLE I......................................................       ..1
DEFINITIONS.............................................................1

ARTICLE II..............................................................3
CONVEYANCE OF MORTGAGE LOANS AND REAL ESTATE;FILE; PRICE; BOOKS AND RECORDS..3
Section 2.01 Agreements to Purchase and Sell. ...............................3
-------------------------------
Section 2.02 Conveyance of Mortgage Loans and Real Estate....................4
--------------------------------------------
Section 2.03 Purchase Price..................................................4
--------------
Section 2.04 Release of Documents.......................................

ARTICLE III..................................................................5
REPRESENTATIONS AND WARRANTIES;REMEDIES AND BREACH...........................5
Section 3.01 Seller Representations and Warranties...........................5
Section 3.02 Purchaser Representations and Warranties........................6
Section 3.03 SellersRepresentations and Warranties Regarding Mortgageate ....7
Section 3.04 SellersRepresentations and Warranties Regarding Real............8
Section 3.05 Remedies for Breach of Representations and Warranties...........8
Section 3.06 Indemnification.................................................9

ARTICLE IV...................................................................9
SERVICING....................................................................9
Section 4.01 Conveyance of Servicing.........................................9
-----------------------
Section 4.02 Custodial and Escrow Accounts...................................9
-----------------------------
Section 4.03 Borrower Notices...............................................10
----------------ction 4.04 Correspondence, etc..............................10
-------------------
Section 4.05 Notices to Insurers............................................10
-------------------
ARTICLE V...................................................................10
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PURCHASER........................10
5.01 Representations and Warranties True....................................10
5.02 Performance of Covenants...............................................10

ARTICLE VI..................................................................10
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER...........................10
6.01 Representations and Warranties True....................................10
6.02 Performance of Covenants...............................................10
RTICLE VII..................................................................11
TERMINATION.................................................................11

ARTICLE VIII................................................................11
MISCELLANEOUS PROVISIONS....................................................11
Section 8.01 Amendment......................................................11
---------
Section 8.02 Governing Law; Consent to Jurisdiction.........................11
--------------------------------------
Section 8.03 Notices........................................................11
-------
Section 8.04 Severability of Provisions.....................................12
--------------------------
Section 8.05 Further Assurances.............................................12
------------------
Section 8.06 Successors and Assigns.........................................12
----------------------
Section 8.07 Execution......................................................13
---------
Section 8.08 Entire Agreement...............................................13
----------------


                                    EXHIBITS

EXHIBIT A-1                LOAN SCHEDULE
EXHIBIT A-2                REAL ESTATE SCHEDULE
EXHIBIT B                  FORM OF BILL OF SALE
EXHIBIT C                  FORM OF OFFICER?S CERTIFICATE OF SELLER
EXHIBIT D                  FORM OF OFFICER?S CERTIFICATE OF PURCHASER


<PAGE>



                     LOAN AND REAL ESTATE PURCHASE AGREEMENT

         This is a Loan and Real Estate  Purchase  Agreement for mortgage  loans
and real estate,  dated and  effective as of September  17, 1998 and is executed
between HomeGold Financial, Inc. f/k/a Emergent Mortgage Corp., a South Carolina
corporation, as seller (the ?Seller) and Franklin Credit Management Corporation,
a Delaware corporation, as purchaser (the ?Purchaser).

                               W I T N E S S E TH

         WHEREAS,  the  Purchaser has agreed to purchase from the Seller and the
Seller  has  agreed  to  sell  to  the  Purchaser  certain  one  to  four-family
residential  performing  and  non-performing  mortgage loans and/or certain real
estate upon which the Seller foreclosed or otherwise enforced its first mortgage
lien.

         NOW, THEREFORE,  in consideration of the mutual agreements  hereinafter
set forth,  and for other  good and  valuable  consideration,  the  receipt  and
adequacy  of  which  is  hereby  acknowledged,  the  Purchaser  and the  Seller,
intending to be legally bound, agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Whenever  used herein,  the  following  words and  phrases,  unless the
context otherwise requires, shall have the following meanings:

         Agreement: This Loan and Real Estate Purchase Agreement , together with
all exhibits and schedules appended hereto, as well as all amendments hereof and
supplements hereto.

         Assignment  of  Mortgage:  An  assignment  of the  Mortgage,  notice of
transfer or equivalent  instrument in recordable form, sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is located to reflect
the absolute transfer of the Mortgage to the Purchaser.

         Business  Day: Any day other than ( i) a Saturday or Sunday,  or (ii) a
day on which  federal  savings  banks  are  authorized  or  obligated  by law or
executive  order to be  closed  or (iii) a day on which  banks in  either  North
Carolina,  South  Carolina or New York are  authorized  or  obligated  by law or
executive order to be closed.

         Closing  Dates:  September  17, and September  25,1998 (in two
 separate  fundings) or a Business Day prior
thereto as may hereafter be agreed upon by the Purchaser and the Seller.

         Collateral Agreements:  With respect to Mortgage Loans, any Assignments
of  Leases,  Rents,   Management  Agreements  or  similar  collateral  agreement
providing security for the Mortgage Loan.

         Cut-Off  Dates:  The close of business on September  16, and  
September 24, 1998 as they relate to the two
         --------------
funding dates.

         Deed:  A  Special  Warranty  or  Bargain  and Sale  deed of  title  (or
equivalent deed) executed by the Seller in favor of the Purchaser, in recordable
form, and sufficient under the laws of the jurisdiction wherein the related Real
Estate Property is located to cause,  upon its due recordation,  the transfer to
Purchaser of simple title to the Real Estate Property designated therein.



<PAGE>



                                                         9

         Escrow Account:  An account maintained by the Seller for the deposit of
taxes,  insurance premiums,  replacement or similar reserves maintained by or on
behalf of Seller,  as a mortgagee (other than principal and interest  payments),
as  required  or  permitted  under  the  Mortgage  Note,  Mortgage  or any other
agreement with a Mortgagor.

         Loan Schedule:  A schedule of Mortgage Loans annexed hereto as 
Exhibit A-1.

          Mortgage : The Mortgage , deed of trust or other instrument securing a
Mortgage  Note,  which  creates  a lien on an  estate  in fee  simple  with real
property securing the Mortgage Note.

         Mortgage Note : The note or other evidence of the indebtedness of a
Mortgagor secured by a Mortgage.

         Mortgagor:  The obligor on a Mortgage and Mortgage Note.

         Mortgaged Property: The real property securing repayment of the debt
 evidenced by a Mortgage Loan.

         Net Receipts: The amount (if any) by which any rents, or other revenues
received by or on behalf of the Purchaser with respect to a Real Estate Property
exceed any  permitted  Expenses  incurred by the  Purchaser for such Real Estate
Property.

         Permitted  Expenses:  The following  expenses,  only to the extent such
expenses have not been previously  recovered and paid to unaffiliated (to either
the Seller or the Purchaser) third parties, and such expenses are reasonable for
the types of goods and services provided in that geographic area :

         (1)      real estate taxes, assessments, water and sewer charges;

         (2)      premiums for casualty and other insurance;

         (3)      utility costs

         (4)      reasonable out-of-pocket maintenance and repair expenses; and

         (5)      Receivership fees, if any.

         Personal Property: All items of tangible personal property attached to,
located in or on, or otherwise used in any way in connection  with a Real Estate
Property as of the date hereof and owned by the Seller.

         Purchase  Price:  The amount to be paid in immediately  available 
 funds to the Seller by the Purchaser as
provided in Section 2.03 hereof.

         Purchaser: Franklin Credit Management Corporation, its assigns or its
 successor in interest.

         Real Estate or Real Estate Property:  Real Estate means,  collectively,
the real estate  acquired by Seller through  foreclosure  (or by deed in lieu of
foreclosure)  of a Mortgage  Loan  owned by Seller  and to be sold to  Purchaser
pursuant to this Agreement.

         Real  Estate  File:  With  respect  to each Real  Estate  Property, 
 any and all  documents,  instruments,
recorded information and records within Seller? custody or control pertaining
 to such Real Estate Property.



<PAGE>


         Repurchase  Price:  With respect to any Mortgage Loan, a price equal to
the  Purchase  Price  set forth in the Loan  Schedule,  reduced  by all  amounts
previously  received  by or on  behalf  of the  Purchaser  with  respect  to the
Mortgage Loan representing  payments or recoveries of principal or advances made
by the Seller  prior to the  Cut-off-  Date.  With  respect  to any Real  Estate
Property,  a price  equal to the  Purchase  Price set  forth in the Real  Estate
Schedule, minus any Net Receipts, plus any reasonable fees and costs incurred by
the Purchaser in reconveying the Real Estate Property to the Seller.

         Seller: HomeGold Financial, Inc. or its successor in interest.

         Servicing File: Any and all information  regarding the  administration,
servicing and collection of the Mortgage Loans, including but not limited to the
payment  histories,  collector  comments,  copies of checks received and written
correspondence  whether performed by, and/or in the possession of, the Seller or
an independent third party loan servicing entity.


                                   ARTICLE II

                  CONVEYANCE OF MORTGAGE LOANS AND REAL ESTATE;
                         FILE; PRICE; BOOKS AND RECORDS

         Section 2.01  Agreements to Purchase and Sell.

         (a)  Subject  to the terms and  conditions,  and in  reliance  upon the
representations  and warranties,  herein set forth,  the Seller hereby agrees to
sell,  assign,  set over and convey to the Purchaser and the Purchaser agrees to
purchase on the Closing Date all of the Seller? right, title and interest in and
to the Mortgage  Loans, on a servicing  released basis.  Upon the receipt of the
Purchase Price by the Seller, ownership of the Mortgage Loans, the Mortgage Loan
Files and the Servicing  Files shall be  immediately  deemed  transferred to and
vested in the Purchaser, irrespective of the date the assignment of Mortgage may
be recorded.

         (b)  Subject  to the  terms and  conditions  and in  reliance  upon the
representations  and  warranties  herein set forth,  the Seller hereby agrees to
sell,  transfer,  assign, set over and convey to the Purchaser and the Purchaser
agrees to purchase,  on the Closing Date,  all right,  title and interest of the
Seller in and to the Real  Estate.  The  ownership  of the Real  Estate  and the
contents of the related Real Estate File shall immediately be deemed transferred
to and vested in the  Purchaser  as of Seller?  receipt of the  Purchase  Price,
irrespective of the date the assignment of Mortgage may be recorded.

         (c) To the extent  applicable  with respect to a Real Estate  Property,
the following  shall be  apportioned  between the Seller and the Purchaser as of
the Cut-Off- Date:

         (i)      taxes, assessments, water charges and sewer rents, on the 
basis of the fiscal period
                  for which assessed;

         (ii)     rents, use and occupancy payments or other sums paid to Seller
                  by any occupant or licensee of the Real Estate Property; and,

         (iii)    gas,  electricity,   fuel  oil  or  any  other  utility  costs
                  associated  with the  operation  of the Real  Estate  Property
                  which are billed directly to the Seller.

         (iv)     casualty and other insurance premiums.




<PAGE>


         Section 2.02  Conveyance of Mortgage Loans and Real Estate

         (a) For each  Mortgage  Loan,  the Seller  shall  deliver the  original
Mortgage Note to the Purchaser, endorsed in blank or to the Purchaser? designee,
(or, if  approved in writing by  Purchaser  in advance of the Closing  Date,  an
affidavit  of  lost  instrument)  and an  individual  recordable  Assignment  of
Mortgage in blank or to the Purchaser?s designee.


         (b) For each Real Estate  Property,  the Seller shall deliver a Deed to
the  Purchaser  or to the  Purchaser?s  designee,  together  with  any  and  all
instruments, affidavits,  certifications and or transfer tax returns required by
the jurisdiction  wherein the Real Estate is located in order to properly record
the Deed and convey  free and clear  marketable  title of the Real Estate to the
Purchaser.  Additionally,  if  Purchaser  shall  elect to have a licensed  title
insurer  insure title of the real Estate to Purchaser,  the Seller shall provide
any other documents or instruments reasonably requested by the title insurer.

         (c) For any related  Personal  Property,  the Seller  shall  deliver an
executed Bill of Sale in substantially the form of Exhibit B attached hereto.

         (d) If  requested  by  Purchaser  in advance of the Closing  Date,  the
Seller shall  deliver an  assignment  of the  Seller?s  interest in any right to
purchase a Real Estate  Property,  as the successful  bidder at the  foreclosure
sale,  which  assignment  will entitle the Purchaser to receive a Sheriff?s Deed
pertaining to such Real Estate Property.


         Section 2.03  Purchase Price.

         Before  2:00 p.m.,  Eastern  Standard  Time on the  Closing  Date,  the
Purchaser  shall pay to the Seller by wire  transfer  of  immediately  available
funds:

         (a) for each Mortgage  Loan,  the Purchase  Price set forth in the Loan
Schedule  (which the Seller  represents  will be an amount equal to eighty seven
percent (87%) of the unpaid Principal balance thereof,  as of the Cut-Off Date),
the total of which mortgage loans purchased  hereunder is $  29,391,017.66  (the
exact unpaid Principal amount of Loans to be purchased is listed on the attached
Exhibit A-2)

         (b) the Purchase  Price for each Real Estate  Property set forth in the
Real Estate Schedule.

         Principal  and  interest  payments  received  after  the Cut - Off Date
(regardless  of when due)  shall  belong to the  Purchaser  and,  if the  Seller
receives such payments,  the Seller shall forward such payments,  as well as any
interest  payments  received  by the  Seller  prior  to  the  Closing  Date  but
attributable to the period after the Cut-off Date, to the Purchaser  within five
(5) business days of receipt.

         Any errors in calculating  the Purchase Price at the Closing Date shall
be corrected immediately upon discovery of the error and the appropriate payment
shall  be paid by the  party  that  benefited  from  such  errors  to the  party
adversely affected by such errors.


         Section  2.04  Release of  Documents.  Immediately  upon receipt of the
Purchase  Price,  the Seller shall release the Real Estate  Files,  the Mortgage
Loan Files and the Servicing  Files to the  Purchaser.  The Purchaser may direct
the  Seller to  deliver  such  documents,  at the  Purchaser?s  expense,  to the
Purchaser or its agent.



<PAGE>


         Section 2.05  Recording Fees, Title Policy Endorsements and
 Continuations.

         The   Purchaser   shall  be   responsible   for  recording  all  Deeds,
assignments,  and  other  instruments,  including  any  assignment  of  any  UCC
financing  statements  included in the Mortgage Loan Files.  All recording  fees
incurred  shall be paid by the  Purchaser.  The Seller shall pay any real estate
transfer  taxes required for the  conveyance of each Real Estate  Property.  The
Seller  shall  prepare and execute any  appropriate  UCC Form 3 with  respect to
collateral securing any Mortgage Loan (when applicable).



                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES;
                               REMEDIES AND BREACH

         Section 3.01  Seller Representations and Warranties.

         The Seller represents and warrants to the Purchaser that as of the date
hereof and, as of the Closing Date,  the following  shall be true,  complete and
correct:

         (a) Duly  Organized;  Good Standing;  Duly Licensed and Qualified.  The
Seller is a corporation  duly organized,  validly  existing and in good standing
under the laws of the State of South Carolina.

         (b) Due Authority and Binding Obligation. The Seller has the full power
and  authority  to  execute  and  deliver  this  Agreement  and  has  been  duly
authorized;   this  Agreement  evidences  the  valid,  binding  and  enforceable
obligation of the Seller;  and all requisite  corporate action has been taken by
the  Seller  to make  this  Agreement  valid  and  binding  upon the  Seller  in
accordance with its terms.

         (c) No  Conflicts.  The  execution  and  delivery of this  Agreement or
compliance  with the terms and  conditions of this Agreement will not materially
conflict with or result in a material breach of any of the terms,  conditions or
provisions of the Seller?s articles,  charter or bylaws, or violate the terms of
any  contract,  agreement or other  instrument to which the Seller or any of its
assets may be subject.

         (d) Ability to Perform.  As of the date hereof,  the Seller knows of no
reasons as to why it may not be able to fully  perform  each and every  covenant
contained in this Agreement.

         (e) No  Litigation  Pending.  There is no action,  suit,  proceeding or
investigation  pending or, to the  Seller?s  knowledge,  threatened  against the
Seller which will, accept as disclosed,  adversely affect the Mortgage Loans and
Real Estate,  the execution,  delivery or enforceability  of this Agreement,  or
which may hereafter have a materially adverse effect on the financial  condition
of the Seller.

         (f) No Consent Required. No consent,  approval,  authorization or order
of any court or  governmental  agency  or body is  required  for the  execution,
delivery and  performance by the Seller of or compliance by the Seller with this
Agreement.



<PAGE>


         (g) No Bulk  Sale.  The  transfer,  assignment  and  conveyance  of the
Mortgage Loans and Real Estate Property by the Seller pursuant to this Agreement
are in the ordinary  course of the Seller?s  business and are not subject to the
bulk transfer or any similar  statutory  provisions in effect in any  applicable
jurisdiction.  Seller is not  transferring the Mortgage Loans and/or Real Estate
Property with an intent to hinder, delay or defraud any of its creditors. Seller
is solvent and will not be rendered insolvent by the sale of any of the Mortgage
Loans or Real Estate Property.

         (h)      No Broker.  The Seller and Purchaser mutually represent and
 warrant to each other that
 no   broker,   finder   or   intermediary   other   than   NONE  has   brought
   about   this   transaction.   The
Seller agrees to pay the fees due NONE pursuant to a separate agreement.  In the
event any  claim is made by any  other  broker,  finder  or  intermediary  for a
commission  or fee as a result of acts or  actions  of either  the Seller or the
Purchaser with respect to the within transaction, such party shall indemnify and
hold the other safe and harmless from any and all such costs,  claims or expense
arising therefrom. These representations shall survive the Closing.


         The  representations  and  warranties of this Section shall survive the
execution of this Agreement and any  subsequent  transfers of each Mortgage Loan
and the delivery of any Deed relating to a Real Estate  Property for a period of
twelve months after closing.


         Section 3.02  Purchaser Representations and Warranties.

                  The Purchaser represents and warrants to the Seller that as of
the Closing Date, the following shall be true, complete and correct:

         (a) Duly  Organized;  Good Standing;  Duly Licensed and Qualified.  The
Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware.

         (b) Authority and Binding Obligation.  The Purchaser has the full power
and  authority  to  execute  and  deliver  this  Agreement  and  has  been  duly
authorized;   this  Agreement  evidences  the  valid,  binding  and  enforceable
obligation of the Purchaser;  and all requisite  corporate action has been taken
by the Purchaser to make this Agreement  valid and binding upon the Purchaser in
accordance with its terms.

         (c) No  Conflicts.  The  execution  and delivery of this  Agreement and
compliance  with the terms and conditions of this  Agreement,  will not conflict
with or result in a breach of any of the terms,  conditions or provisions of the
Purchaser?s  articles,  charter or bylaws, or violate the terms of any contract,
agreement or other  instrument  to which the Purchaser or any of its assigns may
be subject.

         (d) No  Litigation  Pending.  There is no action,  suit,  proceeding or
investigation  pending  or,  to the best of  Purchaser?s  knowledge,  threatened
against the Purchaser  which may  adversely  affect the purchase of the Mortgage
Loans and Real  Estate or the  execution,  delivery  or  enforceability  of this
Agreement,  or which would have a  materially  adverse  effect on the  financial
condition of the Purchaser. .
         (e) No Consent Required. No consent,  approval,  authorization or order
of any court or  governmental  agency  or body is  required  for the  execution,
delivery and performance by the Purchaser of this Agreement.

         The  representations  and  warranties of this Section shall survive the
execution of this Agreement and any  subsequent  transfers of each Mortgage Loan
and the delivery of any Deed relating to a Real Estate Property.




<PAGE>


         Section 3.03  Seller?s Representations and Warranties Regarding
 Mortgage Loans and Real Estate. 

         The Seller  hereby  represents  and warrants  that, as to each Mortgage
Loan and Real  Estate,  as of the date  hereof and as of the Closing  Date,  the
following shall be true, complete and correct:

         (a) Sole  Owner;  Authority.  The Seller (i) is the owner and holder of
the Mortgage  Loan,  the related  Mortgage  Note and  Mortgage,  and/or the Real
Estate  Property,  (ii) the same are not  assigned,  pledged or mortgaged to any
entity  other than  Seller,  and (iii) the Seller has the full right to transfer
and sell the Mortgage Loan and/or Real Estate Property to the Purchaser.

         (b) No Encumbrances. That by its execution and delivery to Purchaser of
the Assignment of Mortgage  and/or Deed, the Seller shall transfer and convey to
Purchaser all of Seller?s right, title and interest to each Mortgage Loan and/or
Real Estate  Property  (including  marketable  and insurable  title to such Real
Estate Property),  free and clear of any and all liens, claims,  encumbrances or
security interests of any kind or nature whatsoever, of which Seller has written
notice, including any junior or subordinated liens or encumbrances.

         (c) Loan  Schedule  Data.  That all  information  set forth in the Loan
Schedule  appended  hereto is  complete  and correct in all  material  respects,
including,  without limitation,  the Mortgagor?s name, property address, current
unpaid principal balances, lien priority and delinquent tax information.

         (d)  Enforceable  Loan. The Mortgage Note and the related  Mortgage and
the  Collateral  Agreements  are  valid  and  enforceable   obligations  of  the
Mortgagor, subject to applicable to bankruptcy,  reorganization and similar laws
affecting creditor?  rights generally and are free of any and all valid right of
rescission, set-off, counterclaim or defense.

         (e) Valid Lien. In the case of Mortgage Loans, the Mortgage is a valid,
existing and enforceable lien on the related Mortgaged Property, having at least
the  priority  indicated  in the Loan  Schedule,  subject  only to (i) liens for
current real estate taxes  and/or  assessments  not yet due and payable and (ii)
covenants,  easements  and  other  matters  of  public  record as of the date of
recording of such Mortgage.

         (f) No Modifications. Except as reflected in the Mortgage Loan File and
or the Loan Schedule, the related Mortgage and Mortgage Note and the Mortgagor?s
obligations thereunder, have not been impaired, waived, discharged,  released or
modified in any material respect.

         (g)  No  Condemnation.  Seller  has no  knowledge  of  any  pending  or
threatened  proceeding  for the total or  partial  condemnation  of the  related
Mortgaged Property or Real Estate Property.

         (h) No  Defenses/Bankruptcy  Filings.  The Seller has no knowledge that
any person  obligated on any Mortgage  Loan,  including the  Mortgagor,  has (i)
asserted any defense, counterclaim, off-set, set-off or right of rescission with
respect to the obligations under any Mortgage Note or Mortgage,  irrespective of
whether or not such claim is valid,  or (ii) has filed a petition in  bankruptcy
or for  protection  under any other  Federal or State debtor relief law prior to
the Cut-Off -Date except as reflected on the Loan Schedule or any other schedule
attached hereto.



<PAGE>


         (i) Material Facts and Representations. The Purchaser has been provided
all documents, records and other information available to the Seller relating to
the  Mortgage  Loans and Real  Estate  Property.  No  information,  certificate,
statement,  or written report delivered to the Purchaser in connection with this
Agreement,  or any other schedule,  exhibit,  report or File required hereunder,
contains or shall contain any untrue statement of material fact or omit to state
a material fact  necessary to make the  information  contained  herein or in any
certificate, schedule, exhibit, statement, report or File misleading.

         (j)  Mortgaged  Property.  No  Mortgaged  Property is of a type that is
generally known as a mobile or manufactured home.

         Section 3.04  Seller?s Representations and Warranties Regarding Real
 Estate.

         The Seller hereby  represents and warrants that, as to each Real Estate
Property,  as of the date hereof and as of the Closing Date, the following shall
be also true, complete and correct:

         (a) No Rights of  Occupancy.  Except  as set  forth in any  exhibit  or
schedule  appended hereto,  there are no persons or entities who have a right to
possess or occupy any Real Estate  Property for a period beyond 45 days from the
Closing  Date.  As of the Closing  Date,  Seller  shall  deliver all  agreements
relating to the use and  occupancy of any Real Estate  Property,  as well as any
security deposits relating thereto.

         (b)  Environmental  Issues or Hazardous  Substances.  The Seller has no
knowledge  of  any  past  or  present  existence  of any  hazardous  substances,
hazardous  materials or toxic  substances  (as defined in any Federal,  State or
local law, rule or regulation relating to such matters, including any air and/or
water  pollution  laws)  on or about  the  Real  Estate  Property  or  emanating
therefrom,  or of any other  matters  which may  foreseeably  lead to  Purchaser
having to expend any funds (including expert and professional  fees) as a result
of any such  matters or  condition  or about the Real Estate  Property as of, or
prior to, the Closing Date.

         (c)  Structural  Matters.  Seller has fully  disclosed to Purchaser any
material  structural  issues relating to any Real Estate  Property.  A ?material
structural  issue?  shall exclude ordinary  conditions  relating to the wear and
tear Real Estate and be limited to the roof,  floor and outside  walls ( i ) any
condition or matter  which may  foreseeably  lead to Purchaser  having to expend
funds in excess of  $10,000.00  (including  for  expert and  professional  fees)
within the  ensuing  12 months as a result  thereof or (ii) which may affect the
insurability  of the Real Estate or the rates charged  therefore.  The Purchaser
will have the right to  reasonably  review the cost of any  material  structural
issue.

         (d) Compliance  with Laws To the best of Sellers  knowledge and belief,
each  Real  Estate  Property  complies  with  all  applicable  laws,  rules  and
regulations  governing  such Real Estate  Property and the use  thereof,  to the
extent known to Seller.

         Section 3.05  Remedies for Breach of Representations and Warranties.

         Upon discovery by the Purchaser of a breach or inaccuracy of any of the
representations  and  warranties  of  Section  2.03,  3.01,  3.03 and 3.04 which
materially and adversely  affects the value of the Mortgage Loans or Real Estate
or the  interest of the  Purchaser in such  Mortgage  Loans or Real Estate , the
Purchaser shall give written notice to the Seller within 15 days thereof.



<PAGE>


         Within 45 days of such notice to the Seller of any breach or inaccuracy
of a  representation  or  warranty,  the  Seller  shall  either  have  fully and
substantially  cured such breach or inaccuracy  in all material  respects or, if
such breach or inaccuracy  cannot be completed  within 45 days,  the Seller will
commence curing within 45 days and proceed with due diligence  immediately  upon
the expiration of such 45 days,  repurchase  the affected  Mortgage Loan or Real
Estate Property at the Repurchase  Price.  The Repurchase  price must be paid in
the same manner as required  hereunder with respect to the Purchase Price.  Upon
Purchaser?s  receipt of the Repurchase  Price,  it shall  re-convey the Mortgage
Loan or Real Estate to Seller, at Seller?s sole reasonable cost and expense.

         Notwithstanding  the  foregoing,  in  the  event  of a  breach  of  the
representation  or  warranty  made  in  Section  3.03(j),  in  addition  to  the
repurchase  obligations  set forth  herein,  Purchaser  shall  have the right to
demand in writing that the Seller  repurchase such loan and advise the Seller of
its valuation of each such Loan ("Special  Repurchase").  Upon such notification
of the Special Repurchase,  Seller, at Sellers option, shall either: (a) pay the
Purchaser the difference between the adjusted price, and the price attributed to
such loan on the Closing  Date,  or (b)  repurchase  the Loan at the  Repurchase
Price in accordance with the repurchase procedures set forth herein.

         Except as set forth in Section 3.06, it is agreed that the  obligations
of the Seller set forth  herein to cure or  repurchase  a Mortgage  Loan or Real
Estate  Property  constitute  the sole  remedies of the  Purchaser  respecting a
breach or inaccuracy of the  representations  and  warranties of Sections  2.03,
3.01, 3.03 and 3.04.

         Section 3.06      Indemnification.

         (a) In the event that the  provisions  of Section  3.05 are  inadequate
therefor,  the Seller  shall  indemnify  and hold  Purchaser  harmless  from and
against  any  and  all  claims,  costs,   liabilities  and  expenses  (including
reasonable counsel fees) with respect to its liabilities and obligations arising
out  of or  relating  to  any  intentional  breach  of  the  representations  or
warranties  contained in this Agreement  which claims,  costs,  liabilities  and
expenses  cannot be  avoided  by the  Seller?s  compliance  with the  Repurchase
provisions hereof.

         (b) Purchaser  hereby agrees to indemnify and hold the Seller  harmless
from and against, any and all claims, costs, liabilities and expenses (including
reasonable counsel fees) with respect to its liabilities and obligations arising
out  of or  relating  to  any  breach  of  the  Purchaser?s  representations  or
warranties  contained  in this  Agreement,  or any actions  taken or suffered by
Purchaser subsequent to the Closing, except as specifically set forth herein.



                                   ARTICLE IV


                                    SERVICING

         Section 4.01  Conveyance of  Servicing.  On the Closing Date or as soon
thereafter  as  practicable  (consistent  with  applicable  law and the Borrower
Notices  described  in Section  4.03  below) but in no event  later than 25 days
after the Closing  Date,  the Seller shall  transfer to Purchaser all rights to,
and the Purchaser shall assume all liability and  responsibility for (subject to
the terms of this Section), the servicing of the Mortgage Loans.

         Section 4.02 Custodial and Escrow  Accounts.  Mortgagor escrow payments
held in an Escrow Account shall be transferred from the custody of the Seller to
the custody of the Purchaser upon the transfer of servicing duties, as set forth
below.



<PAGE>


         Section 4.03 Borrower  Notices.  The Seller shall notify each Mortgagor
of the transfer of the  servicing  duties with respect to the Mortgage  Loan and
the new address to which payments on such Mortgage Loan should be sent within 10
business  days of the  Closing  Date (in the form  attached  as Exhibit  E). Any
notice  required  to be sent by the  Seller or the  Purchaser  pursuant  to this
subsection  shall  comply  with  the  requirements  of  applicable  law  and the
Mortgage, and the Mortgage Note, as applicable.

         Section 4.04 Correspondence,  etc. Except as otherwise provided herein,
the  Seller  shall  forward  to  Purchaser  all  Mortgagor   correspondence   or
documentation  related to the  Mortgage  Loans or Real  Estate  received  by the
Seller after the transfer of servicing duties.

         Section 4.05 Notices to Insurers.  The Seller shall, where notification
is required by the terms of the  applicable  policy  within thirty (30) calendar
days after the Closing Date,  provide written notice of the Sale of the Mortgage
Loans and Real Estate to any insurer and shall send  duplicates  of such notices
to the Purchaser.




                                    ARTICLE V


              CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PURCHASER

         The  obligation  of the  Purchaser  to effect the closing  hereunder is
subject to the satisfaction (or waiver by the Purchaser) of all of the following
conditions on or prior to the Closing Date.

         5.01  Representations  and  Warranties  True. The  representations  and
warranties  of the Seller  contained  herein  shall be true and  accurate in all
material respects as of the Closing Date.

         5.02  Performance  of  Covenants.  The Seller shall have  performed and
complied in all material  respects  with each and every  covenant and  condition
required by this Agreement prior to or on the Closing Date.




                                   ARTICLE VI

                CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER

         The obligation of the Seller to effect the closing hereunder is subject
to the satisfaction (or waiver by the Seller) of all of the following conditions
on or prior to the Closing Date.

         6.01  Representations  and  Warranties  True. The  representations  and
warranties of the Purchaser  contained  herein shall be true and accurate in all
material respects as of the Closing Date.

         6.02  Performance of Covenants.  The Purchaser shall have performed and
complied in all material  respects with each and every  covenant,  agreement and
condition required by this Agreement prior to or on the Closing Date.




<PAGE>


                                   ARTICLE VII

                                   TERMINATION

         This  Agreement may be terminated  (such  termination to be effected by
notice of termination  being delivered by Seller or Purchaser,  respectively) at
any time prior to or on the Closing Date.

         (a)      Mutual; Consent.  By mutual written consent of Seller and 
Purchaser

         (b) Closing  Deadline.  By  Purchaser  or Seller if the Closing has not
occurred on or prior to September 30,1998,  provided,  however, that the failure
of the Closing to occur is not the result of the  terminating  party?s  material
breach of its covenants, agreements, representations or warranties hereunder; or

         (c) Failure of  Conditions.  By either  Seller or  Purchaser  by notice
given to the other at any time prior to the Closing Date if the other party does
not fulfill a material condition to its performance,  representation,  warranty,
covenant,  agreement or other obligation or breach,  that cannot be cured within
30 days of the Closing Date.

         The right to terminate this Agreement shall not be the exclusive remedy
of the party with the right to terminate.



                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

         Section 8.01 Amendment. This Agreement may be amended from time to time
by the  parties  pursuant  to a written  agreement  signed by the Seller and the
Purchaser.


         Section 8.02 Governing  Law;  Consent to  Jurisdiction.  This Agreement
shall be construed in accordance  with the laws of the State of New York without
regard to any  principles of conflict of laws. The Purchaser and the Seller each
hereby agree that any LEGAL ACTION OR PROCEEDING AGAINST IT WITH RESPECT TO THIS
AGREEMENT,  OR ANY OF THE  AGREEMENTS,  DOCUMENTS  OR  INSTRUMENTS  DELIVERED IN
CONNECTION  WITH THIS  AGREEMENT MAY ONLY BE BROUGHT IN THE SUPREME COURT OF THE
STATE OF NEW YORK,  NEW YORK COUNTY OR THE UNITED STATES  DISTRICT COURT FOR THE
SOUTHERN  DISTRICT  OF NEW YORK,  located  in the  County of New York,  and,  by
execution  and delivery  hereof,  the  Purchaser and the Seller each accepts and
consents  to,  for  itself  and  in  respect  to  its  property,  generally  and
unconditionally,  the  jurisdiction of the aforesaid  courts with respect to any
action or proceeding brought by the Purchaser and/or Seller against one another.


         Section 8.03 Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given when sent to the
intended  recipient,  in writing  within three (3)  business  days after same is
deposited in the U.S.  Mail  (certified  mail,  return  receipt  requested),  or
delivered to the premises of the addressee, or other address as may hereafter be
furnished in writing by one party to the other party to this Agreement:


<PAGE>





                  (a)      if  to the Seller:

                  HomeGold Financial, Inc.                   
                  3901 Pelham Rd.
                  Greenville, SC 29615          
                  Attn: Kevin Quinn               




                  With a copy to:







         (b)      if to the Purchaser:

                  Franklin Credit Management Corp. 
                  6 Harrison St. -6th Floor                  
                  New York, NY 10013                      
                  Attention: Steve Hague                    

                  With a copy to:

                  Franklin Credit Management Corp. 
                  6 Harrison St. -6th Floor                  
                  New York, NY 10013                      
                  Attention: Joseph Bartfield              

         Section 8.04  Severability  of Provisions:  If any  provision,  or part
thereof  of this  Agreement  is  invalid  or  unenforceable  under  any law such
provision,  or part  thereof  , shall be  deemed  severable  from the  remaining
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.

         Section 8.05 Further  Assurances:  The parties hereto agree that at any
time,  and from time to time,  each will upon the written  request of the other,
execute and deliver any further  instruments  or documents as may be  reasonably
necessary to effectuate the purposes hereof.

                  Section 8.06 Successors and Assigns : This Agreement,  and the
representations and warranties  contained herein shall be binding upon and shall
inure to the benefit of the parties  hereto,  their  successors and assigns with
respect  to this  Agreement,  as well as each  Mortgage  Loan  and  Real  Estate
Property.  This  Agreement  may not be assigned by the Seller or the  Purchaser,
provided,  however,  that the Purchaser may, with the Sellers consent (not to be
unreasonably  withheld)  collaterally  assign  this  Agreement  to a  lender  if
required to finance the purchase of the Mortgage Loans and Real Estate Property.



<PAGE>


         Section 8.07  Execution:  This Agreement may be executed in one or more
counterparts and by the different parties hereto on separate counterparts,  each
of  which,  when  so  executed,   shall  be  deemed  to  be  an  original;  such
counterparts, together, shall constitute one and the same agreement.

         Section  8.08  Entire  Agreement:  This  Agreement,  together  with the
schedules and exhibits  attached  hereto and the  documents  referred to herein,
including any amendments thereto, or executed concurrently herewith,  constitute
the entire  Agreement  between  the  parties  hereto  with regard to the subject
matter hereof; and there are no prior agreements, understandings,  restrictions,
warranties or representations between the parties with respect thereto.

         IN WITNESS  WHEREOF,  the Seller and the  Purchaser  have caused  their
names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.


SELLER:
                            HOMEGOLD FINANCIAL, INC.



                                  By: /s/ Laird
                                     Minor
                  Date:_10/1/98__________________ Name: Laird
                                     Minor
                              Title: Executive Vice
                                   President

                                   PURCHASER:

                           FRANKLIN CREDIT MANAGEMENT
CORPORATION


             Name:  Stephen   T. Hague  Stephen    T. Hague                 



                                                        10

                                 ACKNOWLEDGMENTS

STATE OF                                              :
                                            :ss.
COUNTY OF                                            :

On this day of , 19 , before me, a notary public, the
-----
undersigned officer, personally appeared
who acknowledged himself/herself to
be the
of , a
corporation, and that he/she as such officer, being authorized
to do so, executed the foregoing instrument for the purposes therein contained
by signing the name of the corporation by himself/herself as such officer.






                                                                 Notary Public







STATE OF   New York                 :
                                    :ss.
COUNTY OF     New York     :

         On this 29th day of September,  1998,  before me, a notary public,  the
undersigned  officer,  personally  appeared  Stephen T.  Hague who  acknowledged
himself to be the Vice President of Franklin Credit Management Corp., a Delaware
corporation,  and that he as such officer,  being  authorized to do so, executed
the foregoing  instrument for the purposes therein contained by signing the name
of the corporation by himself as such officer.







                                                                 Notary Public






<PAGE>





                                       A-2

                                   EXHIBIT A-1

                                  Loan Schedule


<PAGE>


                                   EXHIBIT A-2

                              REAL ESTATE SCHEDULE



                                      NONE


<PAGE>





                                       B-1

                                    EXHIBIT B

                                  BILL OF SALE

                BILL OF SALE,  dated September  17,1998,  from HomeGold 
 Financial,  Inc.,  (?Seller?) to Franklin 
Credit Management Corp. , (?Purchaser?).

                WHEREAS,   pursuant  to  the  Loan  and  Real  Estate   Purchase
Agreement,  dated as of September  17, 1998 by and between the Purchaser and the
Seller (the  ?Agreement?),  the Seller agreed to grant,  sell,  assign,  convey,
transfer and deliver to the  Purchaser,  servicing  released,  the  portfolio of
mortgage loans set forth on Exhibit A-1 attached hereto (hereinafter referred to
as the ?Purchase Assets?).

                NOW,  THEREFORE,  in consideration of the payment of $ and other
valuable  consideration,  the  receipt  of which  is  hereby  acknowledged,  and
intending to be legally bound hereby,  the Seller by these  presents does hereby
sell, convey,  transfer,  assign,  set over to, and vest in, the Purchaser,  its
successors and assigns,  all of the Sellers right, title and interest,  legal or
equitable,  in and to the Purchased Assets. The terms of this Bill of Sale shall
not supersede the terms of the Agreement.

                IN WITNESS  WHEREOF,  the Seller has caused this Bill of Sale to
be executed as of the date first written above.

HOMEGOLD FINANCIAL, INC.


By:    /s/Laird Minor


                       Name:  Laird Minor                

   
                       Title  :   Executive Vice President        
    



<PAGE>





                                       C-1

                                    EXHIBIT C

                                     FORM OF
                         OFFICER?S CERTIFICATE OF SELLER

I, Laird Minor , hereby certify to
Franklin Credit Management Corp. (the ?Purchaser?), that I am the duly elected 
or appointed Executive Vice
President of HomeGold Financial, Inc., a South Carolina
corporation (the ?Seller?), and further as follows:

                1. The Seller is in good standing under the laws of the State of
South  Carolina  as of the date  hereof  and no event  has  occurred  which  has
affected the good standing of the Seller under such laws.

                2. There are no actions,  suits or proceedings  pending (nor, to
my knowledge,  are any actions,  suits or  proceedings  threatened),  against or
affecting  the Seller  which if  adversely  determined,  individually  or in the
aggregate,  would adversely  affect the Sellers  obligations  under the Loan and
Real Estate Purchase  Agreement,  dated as of September 17, 1998, (the ?Purchase
Agreement?), between the Seller and the Purchaser.

                3. Each  person  who,  as an  officer or  representative  of the
Seller,  signed the Purchase  Agreement and any other document  delivered  prior
hereto or on the date hereof in  connection  with the purchase  described in the
Purchase  Agreement was, at the  respective  times of such signing and delivery,
and is now, duly elected or  appointed,  qualified and acting as such officer or
representative,  and the signatures of such persons  appearing on such documents
are their genuine signatures.

                Capitalized terms used, but not otherwise defined herein,  shall
have the meanings set forth in the Purchase Agreement.

                IN WITNESS  WHEREOF,  I have hereunto signed my name and affixed
the seal of the Seller.

Date:      Oct. 1                                  ,1998     

Seller: HOMEGOLD FINANCIAL, INC.

By:          /s/Laird Minor                                             


                       Name :   Laird Minor                                     


[Seal]


<PAGE>


I, , the (Assistant)
Secretary of HomeGold
Financial, Inc. a South Carolina corporation, hereby certify that
is the duly elected or appointed, qualified and acting
of the Seller and that the signature appearing above is his
genuine signature.

                IN WITNESS WHEREOF, I have hereunto assigned my name.



Date:                                                                By:


Name:                                                  
Title:                                                    



<PAGE>



                                    EXHIBIT D

                                     FORM OF
                       OFFICER?S CERTIFICATE OF PURCHASER

                I, Stephen T. Hague, hereby certify to HomeGold Financial,  Inc.
(the  ?Seller?),  that I am the duly  elected or  appointed  Vice  President  of
Franklin Credit Management Corp., a Delaware Corporation (the ?Purchaser?),  and
further as follows:

                1. The Purchaser is in good standing under the laws of the State
of Delaware as of the date hereof and no event has  occurred  which has affected
the good standing of the Purchaser under such laws.

                2. There are no actions,  suits or proceedings  pending (nor, to
my knowledge,  are any actions,  suits or  proceedings  threatened),  against or
affecting the Purchaser  which if adversely  determined,  individually or in the
aggregate,  would adversely affect the Purchasers obligations under the Loan and
Real Estate Purchase Agreement, dated as of September 17, 1998 the Purchaser.

                3. Each  person  who,  as an  officer or  representative  of the
Purchaser,  signed the Purchase Agreement and any other document delivered prior
hereto or on the date hereof in  connection  with the purchase  described in the
Purchase  Agreement was, at the  respective  times of such signing and delivery,
and is now, duly elected or  appointed,  qualified and acting as such officer or
representative,  and the signatures of such persons  appearing on such documents
are their genuine signatures.

                Capitalized terms used, but not otherwise defined herein,  shall
have the meanings set forth in the Purchase Agreement.

                IN WITNESS  WHEREOF,  I have hereunto signed my name and affixed
the seal of the Purchaser.

Date:   September 29                                 1998      
Purchaser: Franklin Credit Management Corp.  

By:     /s/Stephen T. Hague                                                   


                       Name : Stephen T. Hague                     
                       Title   : Vice President                           


[SEAL]











<PAGE>




                I, John T. Devine , the Secretary of Franklin Credit  Management
Corp., a Delaware corporation,  hereby certify that Stephen T. Hague is the duly
elected or appointed,  qualified and acting Vice  President of the Purchaser and
that the signature appearing above is his genuine signature.

                IN WITNESS WHEREOF, I have hereunto assigned my name.



Date:                                                                  By:


Name:                                                  
Title:                                                    


<PAGE>




                      EXHIBIT A-1 - Loan Schedule (Omitted)


                Note Number
                Name
                Principal
                Interest Rate
                Interest Accrued
                Purchase Discount

                         The Company  undertakes to promptly  supply the omitted
                         material to the Commission if requested to do so.


<PAGE>



         Exhibit 10(e)(i)           Term Loan and Security Agreement between
Emerge 64 Corporation (a wholly owned
                                    subsidiary of the Company) and The Citizens
 Banking Company.

                        TERM LOAN AND SECURITY AGREEMENT

         LOAN  AGREEMENT,  dated as of  September  17, 1998,  between  Emerge 64
Corporation,  a New York corporation,  (the "Borrower") and The Citizens Banking
Company (the "Bank").

         The Borrower is the owner of certain  Promissory  Notes  purchased from
the Homegold Financial Inc.,  hereinafter  collectively  called the "Notes") and
being further described and listed in the attached Exhibit "A".

         The  Borrower  has  requested  the Bank to make a loan  evidenced  by a
Promissory  Note in the  principal  amount of Twenty  Six  Million  Two  Hundred
Thirteen   Thousand   Five   Hundred   Three   Dollars  and   Fifty-nine   Cents
($26,213,503.59)  (the  "Note")  together  with  interest at a floating  rate of
Prime,  with an  initial  rate of Eight  and  One-half  Percent  (8  1/2%)  (the
"Loan")."Prime  Rate" shall mean the higher rate of interest as published  daily
in the "Money Rates" Section of The Wall Street Journal, as titled "Prime Rate".



<PAGE>



                                                         5

         Pursuant  to the terms of this Loan  Agreement,  the Bank is willing to
make the Loan to the Borrower,  upon the pledge of collateral security of, among
other things, (i) an assignment of Borrower's interest in that certain Loan Sale
Agreement (the  "Purchase  Agreement")  assigned to Borrower by Franklin  Credit
Management Corporation on September 17, 1998, the Notes purchased thereunder and
the collateral securing such Notes, such Loan Sale Agreement  originally entered
into by and between Franklin Credit Management  Corporation,  as purchaser,  and
Homegold  Financial  Inc.,  dated  September  17,  1998;  (ii)  a  Hypothecation
Agreement entered into between Bank and Franklin Credit Management  Corporation;
(iii) a Hypothecation Agreement entered into between Bank and Harrison Financial
Corporation;  (iv) a  Hypothecation  Agreement  entered  into  between  Bank and
Harrison First Corporation;  (v) a Hypothecation  Agreement entered into between
Bank and Six Harrison  Corporation (vi) a Hypothecation  Agreement  entered into
between Bank and Harrison Funding Corp.; (vii) a Hypothecation Agreement entered
into  between  Bank  and  Harrison   Financial   Associates,   Inc.;   (viii)  a
Hypothecation  Agreement  entered into between Bank and Greenwich Funding Corp,;
(ix) a  Hypothecation  Agreement  entered into  between  Bank and Beach  Funding
Corp.;  (x) a  Hypothecation  Agreement  entered  into between Bank and Ericsson
Associates,  Inc.; (xi) a Hypothecation  Agreement entered into between Bank and
Greenwich Management Corp.; (xii) a Hypothecation Agreement entered into between
Bank and Greenwich First Corp.;  (xiii) a Hypothecation  Agreement  entered into
between  Bank and  Hudson  Management  Corp.;  (xiv) a  Hypothecation  Agreement
entered into between Bank; Tribeca Funding Corp.; (xv) a Hypothecation Agreement
entered  into  between Bank and Jackson  Union 28 Corp.;  (xvi) a  Hypothecation
Agreement   entered  into  between  Bank  and  Mass  Fed  29  Corp.;   (xvii)  a
Hypothecation  Agreement entered into between Bank and N.Y. Apt. 33 Corporation,
(xviii)  a  Hypothecation  Agreement  entered  into  between  Bank  and  ARK  38
Corporation;  (xix) a  Hypothecation  Agreement  entered  into  between Bank and
Kearny 39 Corp.;  (xx) a Hypothecation  Agreement  entered into between Bank and
New Haven 40 Corporation;  (xxi) a Hypothecation  Agreement entered into between
Bank and North Fork 41 Corp.;  (xxii) a  Hypothecation  Agreement  entered  into
between Bank and Norwich 42 Corp.;  (xxiii) a  Hypothecation  Agreement  entered
into between Bank and St. Pete 43 Corporation;  (xxiv) a Hypothecation Agreement
entered into between Bank and Fort Granite 44 Corporation; (xxv) a Hypothecation
Agreement  entered  into  between  Bank  and  Jersey  45  Corporation;  (xxvi) a
Hypothecation  Agreement  entered into between Bank and Rontex 1617 Corporation;
(xxvii) a  Hypothecation  Agreement  entered  into  between  Bank and Shelton 46
Corporation;  (xxviii) a Hypothecation  Agreement  entered into between Bank and
CAPT 47 Corporation;  (xxix) a Hypothecation Agreement entered into between Bank
and  Garfield 48  Corporation;  (xxx) a  Hypothecation  Agreement  entered  into
between  Bank and  Calsecond 49  Corporation  (xxxi) a  Hypothecation  Agreement
entered into between Bank and Newport 50  Corporation;  (xxxii) a  Hypothecation
Agreement  entered  into  between  Bank  and  DAPT 51  Corporation;  (xxxiii)  a
Hypothecation  Agreement entered into between Bank and New Haven 53 Corporation;
(xxxiv) a  Hypothecation  Agreement  entered  into  between  Bank and  Island 52
Corporation;  (xxxv) a  Hypothecation  Agreement  entered  into between Bank and
Madison 54 Corporation;  (xxxvi) a Hypothecation  Agreement entered into between
Bank and Branford 55  Corporation;  (xxxvii) a Hypothecation  Agreement  entered
into between Bank and Coast 56 Corporation;  (xxxviii) a Hypothecation Agreement
entered into between Bank and Home Fed 57  Corporation;  (xxxix) a Hypothecation
Agreement  entered  into  between  Bank and New Haven 58  Corporation;  (xxxx) a
Hypothecation  Agreement  entered  into  between  Bank and Rapid Point 60 Corp.;
(xxxxi) a Hypothecation  Agreement entered into between Bank and Kearny 61 Corp;
(xxxxii) a Hypothecation Agreement entered into between Bank and Coast 62 Corp.,
and (xxxxiii) a Hypothecation  Agreement entered into between Bank and New Haven
63  Corporation,   referred  to  herein  individually  or  collectively  as  the
"Collateral")  (all  documents  executed  in  connection  with the Loan shall be
herein referred to collectively as the "Documents").

         NOW, THEREFORE, the parties hereby agree as follows:

         1.  Loan.  Upon the terms and  conditions  set forth  herein,  the Bank
agrees to make on or about  September  17, 1998 the Loan to the  Borrower  which
shall be evidenced by and paid in  accordance  with the terms and  provisions of
the Note of the Borrower payable to Bank in the form of Exhibit B annexed hereto
with the blanks  appropriately  completed.  Nothing  contained  herein  shall be
deemed to alter or diminish the Borrower's absolute and unconditional obligation
to make the payments to the Bank required under the terms of the Note.

         2. Place of Payments. Payment of principal, interest and other sums due
or to become due with respect to the Loan and all the  Obligations  (hereinafter
defined)  are to be made at the office of the Bank  referred to herein,  or such
other place as the Bank shall  designate to the  Borrower in writing,  in lawful
money of the United States of America and in immediately available funds.

             It is further  understood  that all  payments to be received by the
Borrower on the Notes shall be mailed directly to the following addresses:

                  Emerge 64 Corporation
                  P.O. Box 159
                  Salineville, OH 43945


<PAGE>



                                                        18


             Each account will then be  deposited  directly to Checking  Account
No.  . The  daily  collected  balance  from  this  account  will be  applied  as
hereinafter set forth.

         3.  Application  of  Note  Payments.  So long as no  Event  of  Default
(hereinafter  defined)  or  event  which,  with  notice,  lapse  of  time or the
happening of any further  condition,  event or act would  constitute an Event of
Default ("Default"),  shall have occurred and be continuing,  each payment of an
installment  due  under the  Loan,  received  by the Bank  shall be  applied  as
follows:
         a.       Interest
         b.       Principal
         c.       Escrow
         d.       All  remaining  funds from the  collateral  payments  shall 
be
                  placed into a cash deposit  account and pooled with funds 
from
                  additional accounts as identified in the attached Exhibit C
         e.       Disbursement  of funds,  if available from such pooled 
 account,  up to $375,000.00  per month to
                  Franklin Credit Management Corporation
         f.       Remaining  funds  in  the  account  to be  applied  as  
additional  principal  curtailments  on a
                  contributory basis per loan transaction for the funds 

remaining in said account
                           Additionally,   the  Loan  shall  be  reviewed  on  
a
                  quarterly  basis and if, in the sole  discretion  of Citizens,
                  there has been a  substantial  reduction  in the  principal 
on
                  said  Loan,  then  said  Loan  shall be  reamortized  over the
                  remainder of the twenty year amortization period to reduce the
                  required  monthly  payment.  If such reduction  occurs,  there
                  shall  be  a  loan  modification  prepared,  executed  by  the
                  parties, and attached to the applicable Documents.

         4.  Attorney-in-Fact.

                  (a) The Borrower  hereby  authorizes  the Bank to do every act
and  thing  in the name of the  Borrower  or the  Bank  which  the Bank may deem
advisable  to enforce  the terms of the Notes or  Collateral,  and the  Borrower
hereby  irrevocably  appoints the Bank its true and lawful attorney,  with full,
irrevocable  power and authority in the name of the Borrower and with full power
of substitution and revocation,  to demand,  enforce,  collect,  receive, give a
receipt  for and give  releases  for any  monies  due or to become  due under or
arising out of the Notes, or Collateral, or any policy of insurance or indemnity
relating to the Notes,  to endorse all checks and other  instruments,  and to do
and take all such other actions  relating to the Notes, or to file any claims or
institute any proceedings for the foregoing, which the Bank deems necessary.

                  The  Borrower  hereby  ratifies all that said  attorney  shall
lawfully  do or cause to be done by virtue  hereof.  This power of attorney is a
power coupled with an interest and shall be irrevocable.



<PAGE>


                  (b) The powers  conferred on the Bank  hereunder are solely to
protect its interest in the  Collateral and shall not impose any duty upon it to
exercise any such powers. The Bank shall be accountable only for amounts that it
actually  receives as a result of the exercise of such powers and neither it nor
any of its officers, directors,  employees or agents shall be responsible to the
Borrower for any act or failure to act,  except for the Bank's gross  negligence
or wilful misconduct.

         5.  Conditions of the Loan. The obligation of the Bank to make the Loan
is subject to the satisfaction of the following  conditions  either precedent to
or  concurrently  with the date on which the Bank  makes the Loan (the  "Closing
Date"):

                  (a) There shall have  occurred no material  adverse  change in
the business or the  financial  condition of the Borrower  since the date of the
most recent audited financial statements furnished to Bank.

                  (b)  All  acts,  conditions  and  things  (including,  without
limitation,  the obtaining of any necessary  regulatory approvals and the making
of any required  filings,  recordings or  registrations)  required to be done or
performed or to have happened prior to the execution,  delivery and  performance
of this Loan  Agreement,  and the Note shall have been done and performed to the
satisfaction of the Bank and its legal counsel.

                  (c) The Bank shall have received certified copies satisfactory
to it of all of the corporate  documents and  proceedings  taken by the Borrower
authorizing  and approving the execution,  delivery and performance of this Loan
Agreement, the Loan and all other Documents.

                  (d) The Bank shall have  received an opinion of counsel to the
Borrower,  dated the Closing  Date,  satisfactory  in form and  substance to the
Bank.

                  (e) The Note shall have been duly  executed  and  delivered to
the Bank.

                  (f) The Bank shall have  received a copy of the  assignment of
the Purchase Agreement to Borrower.

                  (g) There  shall be executed  and  delivered  to the Bank,  an
assignment under which the Borrower  assigns to the Bank Borrower's  interest in
the Notes,  the Purchase  Agreement  and  Borrower's  interest in any  documents
evidencing  any  interest  the  Borrower  may have in the Notes,  including  the
Collateral for the Notes.

                  (h) The Bank shall have received the Notes endorsed to Bank.

                  (i) The  representations,  warranties and agreements set forth
in this Loan  Agreement  shall be true and correct as of the Closing Date and no
Default or Event of Default shall exist on the Closing Date.



<PAGE>


                  (j) All  legal  matters  incident  to the  transaction  herein
contemplated shall be satisfactory to designated counsel to the Bank.

                  (k) All  other  documents  reasonably  required  by the  Bank,
on/or, subsequent to the Closing Date, by the Bank shall have been received.

                  (l)  Borrower  shall  provide  to  Bank a  Power  of  Attorney
granting  unto  Bank the right to  complete  mortgage  assignments  or any other
applicable assignments of the collateral which secures the Notes.



<PAGE>


                  (m)  The  Bank   shall  have   received   the   following:   a
Hypothecation Agreement entered into between Bank and Franklin Credit Management
Corporation;  a Hypothecation  Agreement  entered into between Bank and Harrison
Financial Corporation;  a Hypothecation  Agreement entered into between Bank and
Harrison First Corporation;  a Hypothecation Agreement entered into between Bank
and Six Harrison Corporation a Hypothecation Agreement entered into between Bank
and Harrison Funding Corp.; a Hypothecation  Agreement entered into between Bank
and Harrison Financial Associates,  Inc.; a Hypothecation Agreement entered into
between Bank and Greenwich Funding Corp,; a Hypothecation Agreement entered into
between Bank and Beach Funding Corp.;  a  Hypothecation  Agreement  entered into
between Bank and Ericsson  Associates,  Inc.; a Hypothecation  Agreement entered
into between Bank and Greenwich  Management  Corp.;  a  Hypothecation  Agreement
entered into between Bank and Greenwich First Corp.; a  Hypothecation  Agreement
entered into between Bank and Hudson Management Corp.; a Hypothecation Agreement
entered into between Bank;  Tribeca  Funding  Corp.; a  Hypothecation  Agreement
entered into between Bank and Jackson Union 28 Corp.; a Hypothecation  Agreement
entered  into  between  Bank and Mass Fed 29 Corp.;  a  Hypothecation  Agreement
entered  into  between  Bank and  N.Y.  Apt.  33  Corporation,  a  Hypothecation
Agreement  entered  into between Bank and ARK 38  Corporation;  a  Hypothecation
Agreement  entered  into  between  Bank and  Kearny  39 Corp.;  a  Hypothecation
Agreement   entered  into  between  Bank  and  New  Haven  40   Corporation;   a
Hypothecation  Agreement  entered into  between Bank and North Fork 41 Corp.;  a
Hypothecation  Agreement  entered  into  between  Bank and  Norwich 42 Corp.;  a
Hypothecation Agreement entered into between Bank and St. Pete 43 Corporation; a
Hypothecation   Agreement   entered  into  between  Bank  and  Fort  Granite  44
Corporation;  a Hypothecation  Agreement entered into between Bank and Jersey 45
Corporation; a Hypothecation Agreement entered into between Bank and Rontex 1617
Corporation;  a Hypothecation Agreement entered into between Bank and Shelton 46
Corporation;  a  Hypothecation  Agreement  entered into between Bank and CAPT 47
Corporation; a Hypothecation Agreement entered into between Bank and Garfield 48
Corporation;  a Hypothecation  Agreement entered into between Bank and Calsecond
49 Corporation;  a Hypothecation Agreement entered into between Bank and Newport
50 Corporation;  a Hypothecation Agreement entered into between Bank and DAPT 51
Corporation;  a Hypothecation  Agreement entered into between Bank and New Haven
53 Corporation;  a Hypothecation  Agreement entered into between Bank and Island
52 Corporation ; a Hypothecation Agreement entered into between Bank and Madison
54 Corporation; a Hypothecation Agreement entered into between Bank and Branford
55 Corporation; a Hypothecation Agreement entered into between Bank and Coast 56
Corporation; a Hypothecation Agreement entered into between Bank and Home Fed 57
Corporation;  a Hypothecation  Agreement entered into between Bank and New Haven
58 Corporation;  a Hypothecation  Agreement  entered into between Bank and Rapid
Point 60 Corp.; a Hypothecation  Agreement  entered into between Bank and Kearny
61 Corp.;  a  Hypothecation  Agreement  entered  into  between Bank and Coast 62
Corp.; and a Hypothecation  Agreement entered into between Bank and New Haven 63
Corporation.

         6.  Assignments,  Encumbrances  and Transfers.  The Borrower shall not,
without the prior written consent of the Bank, assign, convey,  transfer,  sell,
exchange,  lease or otherwise dispose of any of its right, title or interest in,
to or under this Loan Agreement, the Notes or any of the Collateral,  or create,
incur or suffer  to exist  any lien,  charge,  mortgage,  security  interest  or
encumbrance  upon any of the Collateral  (except the security  interests and the
assignments created or effected by this Loan Agreement).

             Provided,  however,  the parties  hereto  agree that  although  the
Borrower  shall be the record holder and owner of the Notes,  it shall submit to
the Bank the  original  of said  Notes,  and  pursuant  to the Power of Attorney
granted  herein by the  Borrower  in favor of Bank,  the Bank may take  steps as
necessary to protect its interest.

         7.  Representations and Warranties.  The Borrower represents and\
warrants that:

                  (a) The Borrower (i) is a corporation duly organized,  validly
existing and in good  standing  under the laws of the State of New York (ii) has
the power and  authority  to purchase and hold or own the Notes and carry on its
business  as now being  conducted,  (iii) is  qualified  to do business in every
jurisdiction  where such  qualification  is necessary  and (iv) has the power to
execute,  deliver and perform  this Loan  Agreement,  and the Note and to borrow
under this Loan Agreement, and to pledge the Collateral as hereunder described.

                  (b) The  execution,  delivery  and  performance  of this  Loan
Agreement,  the Note and the borrowing  under this Loan  Agreement (i) have been
duly authorized by all requisite  action on the part of the Borrower,  (ii) will
not  violate any  provision  of law,  any order of any court or other  agency of
government  or the charter or by-laws (or similar  documents) of the Borrower or
any indenture,  agreement or other  instrument to which the Borrower is a party,
or by which it or any of its property is bound,  or be in conflict with,  result
in a  breach  of or  constitute  (with  due  notice  or lapse of time or both) a
default under, any such indenture,  agreement or other instrument,  and (iii) do
not require the consent or approval of any  federal,  state,  municipal or other
governmental department,  board, bureau, agency or instrumentality,  domestic or
foreign.

                  (c) This Loan Agreement, the Note and the other Documents have
each been duly  executed by the Borrower  and  constitute  the legal,  valid and
binding obligations of the Borrower enforceable in accordance with their terms.



<PAGE>


                  (d) As of the  date  hereof,  the  Borrower  is not  insolvent
within the meaning of applicable State or Federal law.

                  (e)   No    litigation,    arbitration,    investigation    or
administrative proceedings of or before any court, tribunal or governmental body
is presently pending or threatened against the Borrower, or against its property
which,  if adversely  determined,  would have a material  adverse  effect on its
business, assets or financial condition.

                  (f) The Borrower has good,  valid and marketable  title to the
Notes, free and clear of all liens,  claims and encumbrances to the Notes except
for the  liens,  claims  and  encumbrances  of the Bank  pursuant  to this  Loan
Agreement,  and no financing  statements or mortgages  securing repayment of the
Notes  other  than those  naming  the Bank as  secured  party are on file in any
public office.

                  (g) The  Borrower  has the  power  and  authority  to and does
hereby convey to the Bank a valid and  continuing  first  security  interest and
lien in and upon the Notes,  as  evidenced  by the  assignment  of the Notes and
Collateral.

                  (h)  The  Borrower  is not an  Investment  Company  under  the
Investment Company Act of 1940.

                  (i) The Borrower's  chief executive  office is located at 6 
Harrison  Street,  New York, New York
10013.

                  (j) All  other  documents  reasonably  requested  by the Bank,
on/or, subsequent to the Closing Date, shall be submitted to Bank.

                  (k) The  Borrower has not entered  into any  understanding  or
agreement  (oral  or  in  writing)  relating  to  the  Notes,  the  transactions
contemplated  thereby,  or any of the transactions  contemplated or permitted by
this Loan Agreement, with any person or entity, other than the Bank.

         (l) Borrower warrants that the Loan is made pursuant and subject to the
terms of that certain  Agreement dated March 20, 1997,  between  Franklin Credit
Management  Corporation and Bank (the  "Agreement")  and that the Loan once made
shall be included as an Exhibit C loan (as  identified on the  Agreement) and be
subject to the terms and conditions of said Agreement,  a copy of said Agreement
is attached hereto as Exhibit and made a part hereof.

         8. Borrower's Covenants.  The Borrower covenants and agrees as follows:



<PAGE>


                  (a) The Borrower will promptly give written notice to the Bank
of (i) the  occurrence  of any  Default  or  Event  of  Default  of which it has
knowledge,  (ii) the occurrence of any loss respecting the Notes of which it has
knowledge,  (iii) the  commencement,  threat of which the Borrower has knowledge
of, any material  litigation or other proceedings  affecting the Borrower or the
Collateral  or  that  might  materially   interfere  with  the  normal  business
operations of the Borrower.

                  (b) The  Borrower  will (i) duly  observe  and  conform to all
valid requirements of governmental  authorities  necessary to the performance of
its obligations  under this Loan Agreement,  including the payment of all sales,
use,  property  or other  tax,  license,  toll,  inspection  or other  fee,  and
obtaining any bond, permit or certificate, (ii) maintain its corporate existence
and obtain and keep in full force and effect all  rights,  franchises,  licenses
and permits which are necessary to the proper  conduct of its business and (iii)
obtain  or cause to be  obtained  as  promptly  as  possible  any  governmental,
administrative or agency approval and make any filing or registration  therewith
which shall be required with respect to the performance of its obligations under
this Loan Agreement and all of the Documents.

                  (c) The Borrower  will duly observe and perform all  covenants
and obligations to be performed by it under the Documents.

                  (d) The Borrower will  promptly,  at any time and from time to
time,  at its  sole  expense,  execute  and  deliver  to the Bank  such  further
instruments and documents,  and take such further  action,  as the Bank may from
time to time reasonably  request in order to carry out the intent and purpose of
this Loan Agreement and all of the  Documents,  and to establish and protect the
rights,  interests and remedies created,  or intended to be created, in favor of
the Bank hereby and  thereby,  including,  without  limitation,  the  execution,
delivery, recordation and filing of financing statements continuation statements
or mortgage  assignments  with  respect to the  Collateral.  With respect to the
Collateral,  the Borrower  hereby  authorizes  the Bank, in such  jurisdictions,
where  such  action is  authorized  or  permitted  by law,  to  effect  any such
recordation  or filing  without the  signature of the  Borrower  thereto and the
Bank's  expenses with respect thereto shall be payable by the Borrower on demand
and Bank shall provide copies of such filings to the Borrower. The Borrower will
pay, or reimburse the Bank for, any and all fees, costs and expenses of whatever
kind or nature  incurred  in  connection  with the  creation,  preservation  and
protection  of the  Bank's  security  interests  in the  Collateral,  including,
without  limitation,  all fees and taxes in  connection  with the  recording  or
filing of instruments and documents in public  offices,  payment or discharge of
any taxes or liens,  charges or encumbrances of any nature upon or in respect of
the  Collateral,  premiums for insurance  with respect to the Collateral and all
other fees,  costs and expenses in connection  with  protecting,  maintaining or
preserving the  Collateral and the Bank's  interests  therein,  whether  through
judicial  proceedings or otherwise,  or in defending or prosecuting any actions,
suits or proceedings arising out of or relating to the Collateral;  and all such
amounts  that are paid by the Bank  shall,  until  reimbursed  by the  Borrower,
constitute further obligation of the Borrower secured by the Collateral.

                  (e) The  Borrower  will not create,  assume or suffer to exist
any lien,  claim,  charge or encumbrance of any kind upon any of the Collateral,
of or by any individual (or association of individuals),  entity or governmental
instrumentality, claimed or asserted against, through or under the Borrower.



<PAGE>


                  (f) The Borrower will not change its chief executive office or
remove its books and records  concerning the Collateral from the address herein,
unless it shall have given at least 30 days' prior written notice of such change
or removal to the Bank, specifying the new address or addresses.

                  (g) Without  limiting the  generality  of any other  provision
hereof, the Borrower shall indemnify,  protect,  save and keep harmless the Bank
from and against any  reduction in the amount  payable out of the  Collateral to
the Bank, or any other loss, cost or expense  (including legal fees) incurred by
the  Bank,  as the  result  of the  Borrower's  breach  of  clause  (e) of  this
paragraph.

         9. Indemnity.

                  (a) The Borrower  hereby agrees to indemnify and hold the Bank
harmless from and against all costs, claims and expenses,  including  reasonable
attorney's fees incurred in connection with the performance of the Bank's duties
or in enforcing its rights hereunder or under any of the Documents. The Bank may
rely upon and shall be  protected in acting or  refraining  from acting upon any
written notice, instruction or request furnished to it hereunder and believed by
it to be genuine and to have been signed by the proper party or parties.

                  (b)  With  respect  to any  payments  received  by the Bank on
behalf of the Borrower, the Borrower hereby acknowledges that the Bank is acting
solely as a collection agent at the Borrower's  request and for its convenience;
that the Bank  shall not be  deemed to be the agent of any other  party and that
the Bank shall not be liable to any other party hereto or to any third party for
any act of  omission  on its  part  unless  arising  from bad  faith  or  wilful
misconduct.

                  (c) The Borrower  agrees to pay when due, and to indemnify and
hold the Bank  harmless  from,  all license,  filing and  registration  fees and
assessments,  and all sales, use,  property,  excise and other taxes and charges
(other than those measured by the Bank's net income) now or hereafter imposed by
any governmental body or agency upon or with respect to this Loan Agreement, the
Loan, or the creation and continued perfection of the security interests created
hereby, and any of the Collateral.

                  (d) The  indemnities set forth in this paragraph shall survive
the  expiration or earlier  termination  of this Loan  Agreement with respect to
acts or events occurring or alleged to have occurred prior to such expiration or
earlier termination.

         10. Default.  If any one or more of the following events (herein 
called "Events of Default") shall occur:

                  (a)  default in the  payment of any  installment  of 
 principal  or  interest  when due under the
Note; or



<PAGE>


                  (b) default by the Borrower in the  observance or  performance
of any other  agreement  hereunder or under any  agreement or document  given to
evidence or secure the Loan and such default  shall  continue for a period of 30
days.  The  Bank  agrees  to give  Borrower  notice  of such  default  within  a
reasonable  time,  but in no event shall failure by the Bank to give such notice
constitute a waiver of the Bank's right or a release of  Borrower's  obligations
hereunder or under such agreement or document; or

                  (c) if any  warranty or  representation  or  statement  of any
material  fact  made by the  Borrower  in  connection  with  the  Loan,  whether
contained in any related  document,  this Loan  Agreement or any  certificate or
other related document delivered to the Bank in connection herewith proves to be
untrue in any material respect; or

                  (d) the Borrower shall file a petition,  answer or consent for
relief under Title 11 of the United States Code, as now constituted or hereafter
amended,  or any  other  applicable  federal  or state  bankruptcy  law or other
similar law, or consent to the  institution of proceedings  thereunder or to the
filing of any such petition or to the  appointment of or taking  possession by a
receiver,  liquidator,  assignee, trustee, custodian, fiscal agent, sequestrator
(or other similar  official) of the Borrower or of any  substantial  part of its
property,  or if the  Borrower  fails  generally to pay any of its debts as they
become due, or if  corporate  action shall be taken for the purpose of effecting
any of the foregoing; or

                  (e) an  order  or  decree  shall be  entered  by any  court of
competent  jurisdiction  approving  a  petition  for  relief in  respect  of the
Borrower  or of all or a  substantial  part  of its  assets,  providing  for the
appointing  of a receiver,  liquidator,  assignee,  trustee,  custodian , fiscal
agent or sequestrator (or similar  official) of the Borrower or of a substantial
part of its property or ordering the  winding-up,  dissolution or liquidation of
its affairs,  and such order or decree shall continue unstayed and in effect for
a period of 60 days; or

                  (f) Franklin Credit Management Corporation shall materially
 breach the Agreement;



<PAGE>


THEN, if such Event of Default has  occurred,  the Note (with  interest  accrued
thereon),  and all  other  amounts  then  owing by the  Borrower  hereunder  and
pursuant  to  other  loans  and  advances  made  by the  Bank  to  the  Borrower
collateralized by the Notes shall become and be immediately due and payable, all
without presentment,  demand, protest or notice of any kind; and, in the case of
any other Event of Default, the Bank may declare the Note (with interest accrued
thereon), and all other amounts then owing by the Borrower  collateralized by an
assignment of the Notes, to be due and payable,  whereupon the same shall become
and be immediately due and payable, all without presentment,  demand, protest or
notice of any kind; and, in addition to all other rights and remedies granted to
the  Bank in this  Loan  Agreement  and in any  other  instrument  or  agreement
securing,  evidencing or relating to the Note or Notes,  the Bank may pursue all
of the rights and remedies  with respect to the  Collateral  of a secured  party
under  the  Uniform  Commercial  Code or other  applicable  law and or all right
provided herein, or in any other applicable  security or loan agreement,  all of
which rights and  remedies,  to the full extent  permitted by the law,  shall be
cumulative.  Without  limiting the  generality  of the  foregoing,  the Borrower
agrees that in any such event, the Bank,  without demand of performance or other
demand,  advertisement  or notice of any kind (except the notice specified below
of time and place of  public or  private  sale) to or upon the  Borrower  or any
person (all and each of which demands,  advertisements and/or notices are hereby
expressly waived), may forthwith collect, receive,  appropriate and realize upon
the Collateral,  or any part thereof,  and/or may forthwith sell, lease, assign,
give  options or options to  purchase  or  otherwise  dispose of and deliver the
Collateral  (or contract to do so), or any part thereof,  in one or more parcels
at public or private sale or sales,  at any exchange or broker's board or at any
of the Bank's offices or elsewhere at Bank, such prices as it may deem best, for
cash,  credit or for future delivery without  assumption of any credit risk. The
Bank  shall  have the right upon any such  public  sale or sales,  to the extent
permitted by law, to purchase the whole or any part of the  Collateral  so sold,
free of any right or equity of redemption in the Borrower, which right or equity
is hereby  expressly  released.  The  Borrower  further  agrees,  at the  Bank's
request,  to assemble  the  Collateral,  make it available to the Bank at places
which the Bank shall reasonably  select,  whether at the Borrower's  premises or
elsewhere.  The Bank  shall  apply  the net  proceeds  of any  such  collection,
recovery,  receipt,  appropriation,  realization  or sale (after  deducting  all
reasonable  costs and expenses of every kind  incurred  therein or incidental to
the care, safekeeping or otherwise of any or all of the Collateral or in any way
relating to the rights of the Bank hereunder,  including  reasonable  attorney's
fees and legal  expenses) to the payment in whole or in part of the Loan in such
order as the Bank may elect and only after so  applying  such net  proceeds  and
after the payment of the Bank of any other amount  required by any  provision of
law need the Bank  account  for the  surplus,  if any, to the  Borrower.  To the
extent permitted by applicable law, the Borrower waives all claims, damages, and
demands against the Bank arising out of the  repossession,  retention or sale of
the Collateral provided and to the extent that such claims,  damages and demands
do not result from the gross negligence or wilful  misconduct of the Bank or its
agents.  The  Borrower  agrees  that the Bank  need not give  more than 30 days'
notice  (which  notification  shall be deemed  given when mailed by an overnight
delivery service, postage prepaid,  addressed to the Borrower at its address set
forth  herein)  of the time and place of any  public  sale or of the time  after
which a  private  sale may  take  place  and  that  such  notice  is  reasonable
notification of such matters.

         11. Notices: All notices and other communications hereunder shall be in
writing and shall be deemed  given when  delivered  in person or by a nationally
recognized overnight courier service, or three (3) days after being deposited in
the United States Mail,  first class,  registered or certified,  return  receipt
requested,  with postage  prepaid and  addressed to the parties at the following
addresses  (or at such other  address for a party as shall be  specified by like
notice):


         The Borrower:
                  6 Harrison Street
                  New York, New York 10013


         The Bank:


<PAGE>


                  P.O. Box 159
                  Salineville, OH 43945

         With a copy to:
                  Rick L. Hull
                  Hull Law Office
                  66 East Main Street
                  Salineville, OH 43945

         12. Receipt of Funds by Borrower. Should the Borrower,  notwithstanding
the  grant  to the  Bank of a first  priority  security  interest  in and to the
Collateral  at any time while any of the Loan  remain  unsatisfied,  receive any
amount representing funds due, or proceeds of, any of the Collateral,  such sums
shall be held by the Borrower in trust for the Bank,  shall be  segregated  from
other funds of the Borrower,  and shall be  immediately  paid by the Borrower to
the Bank in the  form so  received,  together  with  any  necessary  endorsement
thereon.

         13.  Lien;  Setoff by Bank.  The Borrower  hereby  grants to the Bank a
continuing lien for any and all present and future  indebtedness and obligations
of the  Borrower  to the Bank  upon any and all  monies,  securities  and  other
property of the Borrower,  and the proceeds  thereof,  now or hereafter  held or
received  by, or in transit to, the Bank from or for the  Borrower,  whether for
safekeeping,  custody, pledge,  transmission,  collection or otherwise, and also
upon any and all deposits (general or special) and credits of the Borrower with,
and any and all claims of the Borrower against,  the Bank, at any time existing.
Upon the occurrence of an Event of Default, the Bank is hereby authorized at any
time  and  from  time to  time,  without  notice  to the  Borrower,  to  setoff,
appropriate  and  apply  any or all  items  hereinabove  referred  to which  are
property of the Borrower  against the  Borrower's  outstanding  obligation  plus
interest accrued thereon.

         14. Payment of Expenses and Taxes; Performance by Bank of Borrower's
 Obligations.



<PAGE>


                  (a) The  Borrower  agrees,  whether  or not  the  transactions
contemplated by this Loan Agreement, shall be consummated, to pay (i) a merchant
banking fee in the sum of $262,135.04, which fee is hereby incorporated into the
principal  amount  of the  Loan,  (ii) all  costs  and  expenses  of the Bank in
connection  with the  negotiation,  preparation,  execution and delivery of this
Loan Agreement,  and the other documents  relating  hereto,  including,  without
limitation, the reasonable fees and disbursements of counsel to the Bank (not to
exceed  $6,000.00),  (iii) all fees and taxes in  connection  with the filing or
recording of this Loan  Agreement or any other  document or instrument  required
hereby (including,  without limitation,  the filing of financing  statements and
(iv) all costs and expenses of the Bank in connection  with the  enforcement  of
this Loan  Agreement and the Loan,  including  all legal fees and  disbursements
arising  in  connection  therewith.  The  Borrower  also  agrees to pay,  and to
indemnify  and save the  Bank  harmless  from any  delay in  paying  all  taxes,
including  without  limitation,  sales,  use, stamp and personal  property taxes
(other than any corporate income, capital, franchise or similar taxes payable by
the Bank with respect to the payments made to the Bank  hereunder or thereunder)
and all  license,  filing,  and  registration  fees and  assessments  and  other
charges,  if any, which may be payable or determined to be payable in connection
with the execution,  delivery and performance of this Loan Agreement or the Note
or any modification thereof.

                  (b) If the Borrower fails to perform or comply with any of its
agreements  contained  herein and the Bank shall  itself  perform or comply,  or
otherwise cause  performance or compliance with such agreement,  the expenses of
the Bank incurred in connection  with such  performance or compliance,  together
with interest  thereon at the rate provided for in the Note, shall be payable by
the Borrower to the Bank on demand and until such payment,  shall  constitute an
obligation secured by the Collateral.

         15.  Litigation.  Borrower  agrees that,  upon written  notice from the
Bank, the Borrower will permit the Bank to bring any claims or suits against any
party to this or any of the Documents,  in the Borrower's name, and with respect
thereto,  the Bank agrees to hold  harmless  from and indemnify the Borrower for
any liabilities  arising from or under such claims or suits which arise from the
Bank's gross negligence or wilful  misconduct.  The Bank shall keep the Borrower
reasonably informed as to the progress and status of such claims or suits.

         16. Submission to Jurisdiction. The parties agree to irrevocably submit
to the  jurisdiction  of the federal and state courts of the State of Ohio,  and
hereby waive any objections which they might have now or hereafter to the laying
of venue for any suit,  action or  proceeding  based upon or arising out of this
Loan Agreement, the Notes or the Documents in any such court.

         17. No Waiver,  Cumulative  Remedies.  No failure to  exercise,  and no
delay in  exercising  on the part of the Bank,  any  right,  power or  privilege
hereunder or under the Note or under any of the other Documents shall operate as
a waiver thereof;  nor shall any single or partial  exercise of any other right,
power or  privilege  hereunder  or  thereunder  preclude  any  other or  further
exercise hereof or thereof or the exercise of any right, power or privilege. The
rights and remedies of the Bank  hereunder  and under the Note or the  Documents
are cumulative and not exclusive of any rights or remedies  provided by law, and
all such rights and remedies may be exercised singly or concurrently.

         18.  Survival of Agreement,  etc. All agreements,  representations  and
warranties  made herein,  in the Note,  the  Documents  and in any  certificate,
financial or other  statement  furnished at any time under or in connection with
Loan  Agreement,  shall  survive the  delivery of the Note and the making of the
Loan hereunder.

         19. Modifications,  etc. Neither this Loan Agreement,  the Note nor any
provision of the  Documents  may be changed,  waived,  discharged  or terminated
orally, but only by an instrument in writing signed by both parties.



<PAGE>


         20. Construction.  This Loan Agreement, the Note, and Documents and the
rights  and  obligations  of the  parties  hereunder  and  thereunder,  shall be
construed  and  interpreted  in  accordance  with the laws of the State of Ohio,
without giving effect to principles of conflict of laws.

         21.  Successors.  This Loan Agreement,  the Note and Documents shall be
binding  upon and inure to the  benefit of the  Borrower  and the Bank and their
respective successors and assigns.

         22.  Entire  Agreement.  This Loan  Agreement  constitutes  the  entire
agreement  between the parties hereto with respect to the subject matter hereof,
and all prior discussions, understandings,  arrangements and agreements relating
thereto are merged herein.

         23. Partial Invalidity. If any provision of this Loan Agreement is held
to be invalid or unenforceable,  such invalidity or  unenforceability  shall not
invalidate  this Loan  Agreement as a whole,  but this Loan  Agreement  shall be
construed as though it did not contain the  particular  provision or  provisions
held to be  invalid or  unenforceable  and the  rights  and  obligations  of the
parties shall be construed and enforced only to the extent as shall be permitted
by law.

         IN WITNESS  WHEREOF,  the parties have caused this Loan Agreement to be
duly executed and delivered as of the day and year first above written.

                             Borrower:        Emerge 64 Corporation
                                                    A New York Corporation
                                                     /s/Stephen T. Hague

By:      Stephen T. Hague
                                 Vice President

                               Bank:            The Citizens Banking Company

                                                  /s/Frank W. Layman


By:      Frank W. Layman
                                 Vice President


<PAGE>


                                 PROMISSORY NOTE

                                             $26,213,503.59
                               New York, New York
                               September 17, 1998

         FOR VALUE RECEIVED, Emerge 64 Corporation, a New York corporation, (the
"Borrower"), hereby unconditionally promises to pay to the order of The Citizens
Banking Company (the "Bank"), at P.O. Box 159 , Salineville, Ohio 43945, the sum
of Twenty Six Million Two Hundred  Thirteen  Thousand Five Hundred Three Dollars
and Fifty-nine Cents ($26,213,503.59)  together with interest on any outstanding
principal balance at a floating rate of Prime, with an initial rate of Eight and
One-half Percent (8 1/2%).

         This Note shall be for a term of Thirty Six (36) months, amortized over
a term of Two Hundred Forty (240)  months,  providing for interest only payments
for the first six (6) months of the loan  beginning  October 1, 1998.  Beginning
with the payment due April 1, 1999, there shall be monthly principal payments of
One Hundred  Fourteen  Thousand Seven Hundred Ninety One Dollars and Sixty-seven
Cents ($109,222.93), plus interest as billed monthly until maturity.

         The interest rate charged  herein shall be adjusted  monthly as changes
in the Prime Rate occurs. "Prime Rate" shall mean the higher rate of interest as
published  daily in the "Money  Rates"  Section of The Wall Street  Journal,  as
titled "Prime Rate".

         Amounts  payable on this Note are payable in lawful money of the United
States of America in immediately  available funds at the offices of the Bank and
in good and available  funds, or at such other address as the holder of the Note
may designate in writing.

         If this Note or any  installment  hereof  becomes  due and payable on a
Saturday,  Sunday or public holiday under the laws of the State of Ohio, the due
date thereof shall be extended to the next succeeding full business day.

         This  Note is the  Note  referred  to in the  Term  Loan  and  Security
Agreement (the "Loan  Agreement"),  dated the date hereof,  between the Borrower
and the  Bank,  and is  entitled  to the  benefits  thereof  and is  subject  to
mandatory payment in whole or in part as provided therein and is further subject
to the terms of that certain  Agreement  executed by Franklin Credit  Management
Corporation  and Bank on March 20, 1997, a copy of which is attached  hereto and
made a part hereof.

         This Note is secured by certain  collateral as more fully described and
provided in the Loan Agreement.

         Upon  the  occurrence  of any  one or  more of the  Events  of  Default
specified in the Loan Agreement,  all amounts then remaining unpaid on this Note
may be  declared  to be  immediately  due and  payable as  provided  in the Loan
Agreement.



<PAGE>




Promissory Note
Page 2
September 17, 1998




         Prepayment of this Loan is subject to the terms as more fully  outlined
in the Agreement referred to above.

         This Note shall be  construed  in  accordance  with and governed by the
laws of the  State of Ohio  without  giving  effect  to the  principles  thereof
relating to the conflict of laws. For any dispute  arising under this Note or in
connection  herewith,  the Borrower hereby irrevocably  submits to, consents to,
and waives any objection to, the jurisdiction of the courts of the State of Ohio
or the United States Courts for the Northern  District of Ohio. Trial by jury is
waived by the Borrower for collection hereof.

         It is the intention of the parties  hereto to comply  strictly with the
usury laws of the State of Ohio and  applicable  Federal law;  therefore,  it is
agreed that  notwithstanding any provision to the contrary in this Note, no such
provision  shall  require  the payment or permit the  collection  of interest in
excess of the maximum amount permitted by law.


                                                     Emerge 64 Corporation
                                                     A New York Corporation




                                                          /s/Stephen T. Hague
By:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT








<PAGE>


                                   ASSIGNMENT


         The undersigned,  Franklin Credit  Management  Corporation,  a New York
Corporation,  ("Franklin") for good and valuable consideration,  the receipt and
sufficiency of which is hereby acknowledged, hereby irrevocably, absolutely, and
unconditionally,  sells,  assigns,  transfers  and  sets  over  unto  Emerge  64
Corporation  ("Emerge") all the right, title and interest of Franklin in, to and
under the following:

         (1)      All rights of Franklin  created  under that  certain  Purchase
                  Agreement  ("Purchase  Agreement")  entered  into by and among
                  Franklin Credit Management  Corporation and Homegold Financial
                  Inc., dated September 17, 1998.

         (2) All Promissory  Notes  purchased by Franklin  pursuant to the above
referenced Purchase Agreement.

         (3)      All Collateral securing repayment of the Promissory Notes

         Franklin further represents to Emerge as follows:

         a.       All Collateral  Documents and all  signatures  thereon are, to
                  the best of their knowledge, genuine. The Collateral Documents
                  have not been  altered  or  modified  by them or by any  other
                  person or entity.

         b.       It has no actual  notice or knowledge of the  existence of any
                  (i)  pending  claims  (including  fraud  claims),  litigation,
                  offsets  or  other  charges  with  respect  to the  Collateral
                  Documents or (ii) default  under the  Collateral  Documents or
                  any condition which, with notice and/or passage of time, would
                  constitute an event of default under the Collateral Documents.

         This Assignment shall apply to and bind Franklin and its successors and
assigns.

         IN WITNESS WHEREOF, Franklin has executed this Assignment this 17th day
of September, 1998.


                                            Franklin Credit Management 
Corporation
                             A New York Corporation

                                            /s/Stephen T. Hague


BY:      Stephen T. Hague
                                 Vice President


<PAGE>


                                   ASSIGNMENT


         The  undersigned,  Emerge  64  Corporation,  a  New  York  Corporation,
("Emerge") for good and valuable  consideration,  the receipt and sufficiency of
which   is   hereby   acknowledged,   hereby   irrevocably,    absolutely,   and
unconditionally,  sells,  assigns,  transfers  and sets over  unto The  Citizens
Banking Company  ("Citizens") all the right, title and interest of Emerge in, to
and under the following:

         (1)      All  rights of  Emerge  created  under  that  assignment  from
                  Franklin Credit  Management  Corporation of its interest under
                  that certain Purchase Agreement ("Purchase Agreement") entered
                  into by and between Franklin Credit Management Corporation and
                  Homegold Financial Inc. September 17, 1998.

         (2) All Promissory  Notes  purchased by Franklin  pursuant to the above
referenced Purchase Agreement.

         (3)      All Collateral for the repayment of the Promissory Notes 
referred to in item 2 herein.

         Emerge further represents to Citizens as follows:

         a.       All Collateral  Documents and all  signatures  thereon are, to
                  the best of their knowledge, genuine. The Collateral Documents
                  have not been  altered  or  modified  by them or by any  other
                  person or entity.

         b.       It has no actual  notice or knowledge of the  existence of any
                  (i)  pending  claims  (including  fraud  claims),  litigation,
                  offsets  or  other  charges  with  respect  to the  Collateral
                  Documents or (ii) default  under the  Collateral  Documents or
                  any condition which, with notice and/or passage of time, would
                  constitute an event of default under the Collateral Documents.

         This  Assignment  shall apply to and bind Emerge and its successors and
assigns.

         IN WITNESS  WHEREOF,  Emerge has executed this Assignment this 17th day
of September, 1998.


                                                        Emerge 64 Corporation
                                                        A New York Corporation

                                                           /s/Stephen T. Hague

By:      Stephen T. Hague
                                                              Vice President


<PAGE>






                                POWER OF ATTORNEY


         Emerge 64 Corporation,  a corporation organized existing under the laws
of the State of New York, with its principal office at 6 Harrison  Street,  City
of New York,  County of New York and State of New York,  appoints  The  Citizens
Banking  Company  ("Citizens"),  10 East Main  Street,  Village of  Salineville,
County of Columbiana  and State of Ohio as its  attorney-in-fact  in and for the
State of Ohio for the following purposes:
         To accept possession of all deeds, leases, mortgages and assignments of
mortgages and deeds of trust and conveyance  hereunder;  and execute any and all
instruments in writing  whatever kind and nature,  if they be necessary,  and be
necessary and deemed proper by Citizens to  effectively  assure its  appropriate
collateral  lien  position  in  the  mortgages  presently  owned  by  Emerge  64
Corporation which were pledged by the corporation to Citizens as collateral.
         The authority of this attorney-in-fact, to exercise any powers granted,
will  commence on the date of  execution  hereof and will remain in effect until
the indebtedness owed by the corporation to Citizens is satisfied in full.
         Authority to grant this Power of Attorney was  conferred by  resolution
of the Board of Directors of Emerge 64 Corporation  dated  September 16, 1998. A
copy of said resolution is attached hereto.  Emerge 64 Corporation,  through its
Board of Directors  ratifies and confirms  everything that the  attorney-in-fact
may lawfully do by virtue of this instrument.




<PAGE>


                                                         -2-

         Dated this 16th day of September, 1998.


                                                     Emerge 64 Corporation
                                                     A New York Corporation

                                                         /s/Stephen T. Hague



By:      Stephen T. Hague
                                                              Vice President



THE STATE OF NEW YORK
                                            SS:
NEW YORK  COUNTY

         Before me a Notary Public in and for said County and State,  personally
appeared  Stephen  T.  Hague,  Vice  President  of  Emerge 64  Corporation,  the
corporation  which executed the foregoing  instrument,  who acknowledged that he
did sign said  instrument on behalf of said  corporation and by authority of its
Board of Directors; and is the free corporate deed of the corporation.

         In Testimony Whereof, I have hereunto set my hand and fixed my official
seal on this 16th day of September, 1998.






NOTARY PUBLIC


<PAGE>


Exhibit  10(e)(ii) Hypothecation  Agreements between the Company, certain of its
         wholly owned subsidiaries and The Citizens Banking Company.

                           HYPOTHECATION AGREEMENT
                               New York, New York
                               September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation  ("Debtor"),  and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Franklin  Credit Recovery Funds II, VII, VIII, X, XII, XIV, XVIII,
         XIX, and XX, which limited partnerships are now part of Franklin Credit
         Management  Corporation  (all of which property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.


<PAGE>



                                                         -2-




This Agreement shall be governed by Ohio law.


Address:                   FRANKLIN CREDIT MANAGEMENT CORPORATION
6 Harrison Street          A NEW YORK CORPORATION
New York, New York 10013


                           /s/Stephen T. Hague


                             STEPHEN T. HAGUE, VICE PRESIDENT





















<PAGE>


                             HYPOTHECATION AGREEMENT
                               New York, New York
                               September 17, 1998  
                                                             
Ohio,as security for any and all  Liabilities  of Emerge 64  Corporation, 
a New York corporation,  ("Debtor"), and/or any and all Liabilities of
undersigned to Bank, the following described property:

A lien position on all the promissory notes previously  pledged to Bank
from Harrison  Financial  Corporation,  a New York  corporation  (which
property and proceeds are called "Property").
f stock and/or securities are listed above, undersigned  pledges the stock and
securities created as a result of splits,stock dividends, iquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations of  Debtor and/or
undersigned to Bank of every kind and description, direct or indirect, bsolute
or  contingent,  due or to become due,  now  existing or hereafter arising and
howsoever  evidenced,  including all  extensions and renewals thereof to which
undersigned consents.

Bank is  authorized to transfer  or register in its name or in the name of its
nominee all or any part of the Property. Bank shall have no duty to collect or
to protect the Property or any income therefrom, not to preserve rights against
prior  parties, nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto, beyond the safe custody of the Property. Bank shall at all
times  have, in addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment whe due of any of the Liabilitiesor if Bank shall deem itself
insecure,  Bank may, within  fifteen (15) days of the date demand was made upon
undersigned and without urther demand and notice to Debtor or the undersigned,
assign or sell, without advertisement, Il or any part of the Property at public
or private sale.At such sale, Bank may purchase all or any part of the Property
free  from  any right of  redemption,  which  right  is  expressly  waived  by
undersigned.After deducting all expenses of every kind Bank may hold all or any
part of the net proceeds  of said  sale as  security for,  or may  apply  said
proceeds on, the Liabilities in such order f preference as Bank may determine.

After demand for payment to undersigned, Bank may deal with the Property as if
the Property were owned by Debtor. Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement shall  remain if effect until  Bank's
Collateral  Loan Department  receives, from undersigned or from  undersigned's
legal  representative, if  undersigned  is deceased or  incompetent, a written
revocation  of this  Agreement. Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-




This Agreement shall be governed by Ohio law.

Address:                                    HARRISON FINANCIAL CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013



                                            /s/Stephen T. Hague


                       BY:          STEPHEN T. HAGUE
                                            VICE PRESIDENT





























<PAGE>


                             HYPOTHECATION AGREEMENT

                             New York, New York
                              September 17, 1998                            

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Harrison First Corporation, a New York corporation (which property
         and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.


<PAGE>



                                                         -2-




This Agreement shall be governed by Ohio law.

Address:                                    HARRISON FIRST CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013



                                            /s/Stephen T. Hague

 BY:      STEPHEN T. HAGUE
                                                                             
                                            VICE PRESIDENT





























<PAGE>


                             HYPOTHECATION AGREEMENT

                                          New York, New York
                                          September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Six Harrison  Corporation,  a New York corporation (which property
         and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.


<PAGE>



                                                         -2-




This Agreement shall be governed by Ohio law.

Address:                                    SIX HARRISON CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013



                                                        /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT





























<PAGE>


                             HYPOTHECATION AGREEMENT
                                     New York, New York
                                     September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from  Harrison  Funding  Corporation,  a New  York  corporation  (which
         property and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.


<PAGE>



                                                         -2-




This Agreement shall be governed by Ohio law.

Address:                                    HARRISON FUNDING CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013



                                                 /s/Stephen T. Hague


                                                 BY:     STEPHEN T. HAGUE
                                                              VICE PRESIDENT



























<PAGE>


                             HYPOTHECATION AGREEMENT                          
                              New York, New York 
                                                            
Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from  Tribeca  Funding  Corporation,  a  New  York  corporation  (which
         property and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-




This Agreement shall be governed by Ohio law.

Address:                                    TRIBECA FUNDING CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013



                                                           /s/Stephen T. Hague
                                                                             
                                                              VICE PRESIDENT





























<PAGE>


                             HYPOTHECATION AGREEMENT
                              New York, New York
                              September 17, 1998                            

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from  Greenwich  First  Corporation,  a  New  York  corporation  (which
         property and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.


<PAGE>



                                                         -2-




This Agreement shall be governed by Ohio law.

Address:                                    GREENWICH FIRST CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                        /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT





























<PAGE>


                             HYPOTHECATION AGREEMENT
                              New York, New York
                              September 17, 1998                            

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Greenwich  Management  Corporation,  a New York corporation (which
         property and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.


<PAGE>



                                                         -2-




This Agreement shall be governed by Ohio law.

Address:                            GREENWICH  MANAGEMENT CORPORATION
6 Harrison Street                   A NEW YORK CORPORATION
New York, New York 10013



                                                       /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT





























<PAGE>


                             HYPOTHECATION AGREEMENT                         
                              New York, New York
                             September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from  Hudson  Management  Corporation,  a New York  corporation  (which
         property and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.


<PAGE>



                                                         -2-




This Agreement shall be governed by Ohio law.

Address:                                    HUDSON MANAGEMENT CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013



                                                         /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT





























<PAGE>


                             HYPOTHECATION AGREEMENT

The undersigned pledges to The Citizens Banking Company("Bank")Salineville,Ohio
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from  Greenwich  Funding  Corporation,  a New York  corporation  (which
         property and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.


<PAGE>



                                                         -2-




This Agreement shall be governed by Ohio law.

Address:                                    GREENWICH FUNDING CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

/s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT





























<PAGE>


                             HYPOTHECATION AGREEMENT
                                                                              

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Ericsson Associates,  Inc., a New York corporation (which property
         and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.


<PAGE>



                                                         -2-




This Agreement shall be governed by Ohio law.

Address:                                    ERICSSON ASSOCIATES, INC.
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013



                                                     /s/Stephen T. Hague


BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT





























<PAGE>


                             HYPOTHECATION AGREEMENT
                               New York, New York
                               September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Jackson Union 28 Corp., a New York corporation (which property and
         proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.


<PAGE>



                                                         -2-




This Agreement shall be governed by Ohio law.

Address:                                    JACKSON UNION 28 CORP.
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013



                                                           /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT





























<PAGE>


                             HYPOTHECATION AGREEMENT
                               New York, New York
                               September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Mass Fed 29 Corporation a New York corporation (which property and
         proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.


<PAGE>



                                                         -2-




This Agreement shall be governed by Ohio law.

Address:                                MASS FED 29 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
                  New York, New York 10013 /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT





























<PAGE>


                             HYPOTHECATION AGREEMENT
                               New York, New York
                               September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from N.Y. Apt. 33,  Corporation a New York corporation  (which property
         and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.


<PAGE>



                                                         -2-




This Agreement shall be governed by Ohio law.

Address:                                    N.Y. APT. 33 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013



                                                          /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT





























<PAGE>


                             HYPOTHECATION AGREEMENT
                               New York, New York
                               September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Beach Funding  Corporation a New York corporation  (which property
         and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-




This Agreement shall be governed by Ohio law.

Address:                                    BEACH FUNDING CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013



                                                          /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT





























<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to
 Bank

         from ARK 38  Corporation,  a New York  corporation  (which property 
and
         proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock
 and
securities created as a result of splits, stock dividends, liquidating 
dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor 
 and/or
undersigned to Bank of every kind and description,  direct or indirect, 
absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising 
and
howsoever  evidenced,  including all  extensions  and renewals  thereof to 
which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of 
its nominee all or any part of the  Property.  Bank shall have no duty to 
collect or to protect the Property or any income therefrom,  not to preserve 
rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any 
right pertaining thereto,  beyond the safe custody of the Property.  Bank
shall at all times  have,  in  addition  to all other  rights  and  remedies, 
the rights and remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem 
itself insecure,  Bank may,  within  fifteen (15) days of the date demand was 
made upon
undersigned and without further demand and notice to Debtor or the 
undersigned,
assign or sell, without advertisement, all or any part of the Property at 
public
or private sale. At such sale, Bank may purchase all or any part of the
 Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived 
 by
undersigned. After deducting all expenses of every kind Bank may hold all or
any
part of the net  proceeds  of said  sale as  security  for,  or may  apply 
 said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.


<PAGE>



                                                         -2-




This Agreement shall be governed by Ohio law.

Address:                                    ARK 38 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                          /s/Stephen T. Hague



                                                 BY:      STEPHEN T. HAGUE
                                                            VICE PRESIDENT





























<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Harrison Financial Associates, Inc., a New York corporation (which
         property and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-




This Agreement shall be governed by Ohio law.

Address:                                    HARRISON FINANCIAL ASSOCIATES, INC.
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013



                                                          /s/Stephen T. Hague



                                                   BY:      STEPHEN T. HAGUE
                                                             VICE PRESIDENT





























<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from  Kearny 39  Corp.,  a New York  corporation  (which  property  and
         proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.


<PAGE>




                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    KEARNY 39 CORP.
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013



                                                      /s/Stephen T. Hague



                                                BY:      STEPHEN T. HAGUE
                                                         VICE PRESIDENT









<PAGE>


                             HYPOTHECATION AGREEMENT
                               New York, New York
                               September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from New Haven 40 Corp.,  a New York  corporation  (which  property and
         proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.


<PAGE>



                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    NEW HAVEN 40 CORP.
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013



                                                    /s/Stephen T. Hague
 

                                               BY:      STEPHEN T. HAGUE
                                                        VICE PRESIDENT






<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,a New York
corporation,  ("Debtor"),and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously pledged to Bank
        from North Fork 41 (which property and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor and/or
undersigned to Bank of every kind and description,  direct or indirect,absolute
or  contingent,  due or to become due,  now  existing or  hereafter arising and
howsoever  evidenced,  including all  extensions  and renewals thereof to which
undersigned consents.

Bank is  authorized  to transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    NORTH FORK 41 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                       /s/Stephen T. Hague



                                                  BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT






<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville, Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation, a New York
corporation,  ("Debtor"),and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously pledged to Bank
         from Norwich 42(which property and proceeds are called "Property").

If stock and/or securities are listed above, undersigned  pledges the stock and
securities created as a result of splits, stock ividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor and/or
undersigned to Bank of every kind and description, direct or indirect, absolute
or  contingent,  due or to become due, now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals thereof to which
undersigned consents.

Bank is  authorized  to transfer  or register in its name or in the name of its
nominee all or any part of the  Property. Bank shall have no duty to collect or
to protect the Property or any income therefrom, not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or preserve  any right
pertaining thereto,  beyond the safe custody of the Property. Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies, the rights and
remedies of a secured party under the Ohio Revised Code.

Upon nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale,Bank may purchase all or any part of the Property
free  from  any  right  of  redemption, which  right  is  expressly  waived  by
undersigned.After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as security  for,  or may  apply said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    NORWICH 42 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                           /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT






<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from St. Pete 43 Corporation,  a New York Corporation,  (which property
         and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.


<PAGE>



                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    ST. PETE 43 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                           /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT






<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Fort  Granite 44  Corporation  (which  property  and  proceeds are
         called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and
 undersigned to Bank of every kind and description,  direct or indirect, 
absolute r  contingent,  due or to become due,  now  existing or  hereafter 
arising and howsoever  evidenced,  including all  extensions  and renewals  
thereof to which undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    FORT GRANITE 44 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                       /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT






<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Jersey 45  Corporation  (which  property  and  proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    JERSEY 45 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                         /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT






<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Rontex 1617  Corporation  (which  property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    RONTEX 1617 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                           /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT






<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from  Shelton 46  Corporation  (which  property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    SHELTON 46 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                          /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT






<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from CAPT 47  Corporation  (which  property  and  proceeds  are  called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    CAPT 47 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                           /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT






<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Garfield 48  Corporation  (which  property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    GARFIELD 48 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                           /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT






<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Calsecond 49 Corporation  (which  property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    CALSECOND 49 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                           /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT







<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from  Newport 50  Corporation  (which  property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    NEWPORT 50 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                           /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT






<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from DAPT 51  Corporation  (which  property  and  proceeds  are  called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    DAPT 51 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                           /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT






<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from New Haven 53 Corporation  (which  property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    NEW HAVEN 53 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                          /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT






<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Island 52  Corporation  (which  property  and  proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    ISLAND 52 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                          /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT






<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from  Madison 54  Corporation  (which  property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    MADISON 54 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                           /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT






<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Branford 55  Corporation  (which  property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    BRANFORD 55 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                           /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT






<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Coast 56  Corporation  (which  property  and  proceeds  are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    COAST 56 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                           /s/Stephen T. Hague


BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT






<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Home Fed 57  Corporation  (which  property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    HOME FED 57 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                        /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT






<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from New Haven 58 Corporation  (which  property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    NEW HAVEN 58 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                          /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT






<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Rapid Point 60 Corporation (which property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    RAPID POINT 60 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                        /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT






<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from  Kearny  61  Corp.   (which   property  and  proceeds  are  called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem 
itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made
 upon
undersigned and without further demand and notice to Debtor or the  
undersigned,
assign or sell, without advertisement, all or any part of the Property at
 public
or private sale. At such sale, Bank may purchase all or any part of the
 Property
free  from  any  right  of  redemption,  which  right  is  expressly 
 waived  by
undersigned. After deducting all expenses of every kind Bank may hold
 all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  
said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property 
as if
the Property were owned by Debtor.  Undersigned  waives, to the extent 
permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  
Bank's
Collateral  Loan Department  receives,  from  undersigned or from  
undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a
 written
revocation  of this  Agreement.  Any  revocation  shall not affect any of 
Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    KEARNY 61 CORP.
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                      /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                         VICE PRESIDENT






<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville, 
 Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New
 York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to 
Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to
 Bank
         from  Coast  62  Corp.   (which   property   and  proceeds  are  
called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock 
and
securities created as a result of splits, stock dividends, liquidating 
dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  
and/or
undersigned to Bank of every kind and description,  direct or indirect, 
absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising
 and
howsoever  evidenced,  including all  extensions  and renewals  thereof to 
which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of
 its
nominee all or any part of the  Property.  Bank shall have no duty to collect 
or
to protect the Property or any income therefrom,  not to preserve rights 
against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any 
right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at 
all
times  have,  in  addition  to all other  rights  and  remedies,  the rights 
and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem 
itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made 
upon
undersigned and without further demand and notice to Debtor or the  
undersigned,
assign or sell, without advertisement, all or any part of the Property at
 public
or private sale. At such sale, Bank may purchase all or any part of the 
Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived 
 by
undersigned. After deducting all expenses of every kind Bank may hold all or 
any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  
said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as
 if
the Property were owned by Debtor.  Undersigned  waives, to the extent
 permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until 
 Bank's
Collateral  Loan Department  receives,  from  undersigned or from 
 undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a 
written
revocation  of this  Agreement.  Any  revocation  shall not affect any of
 Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>



                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    COAST 62 CORP.
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                     /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                       VICE PRESIDENT






<PAGE>


                             HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  
Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New
 York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to 
Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to 
Bank
         from New Haven 63 Corporation,  (which property and proceeds are 
called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock
 and
securities created as a result of splits, stock dividends, liquidating 
dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor 
 and/or
undersigned to Bank of every kind and description,  direct or indirect,
absolute
or  contingent,  due or to become due,  now  existing or  hereafter arising and
howsoever  evidenced,  including all  extensions  and renewals thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of 
its
nominee all or any part of the  Property.  Bank shall have no duty to collect 
or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.



<PAGE>


                                                         -2-



This Agreement shall be governed by Ohio law.

Address:                                    NEW HAVEN 63 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013


                                                   /s/Stephen T. Hague



BY:      STEPHEN T. HAGUE
                                                    VICE PRESIDENT
[{"type": "8-K", "sequence": "1", "description": "HYPOTHECATION", "secsgml_size_bytes": 271707}]
{"company-data": {"conformed-name": "FRANKLIN CREDIT MANAGEMENT CORP/DE/", "cik": "0000831246", "assigned-sic": "6199", "irs-number": "752243266", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-17771", "film-number": "98756548"}, "business-address": {"street1": "SIX HARRISON ST", "city": "NEW YORK", "state": "NY", "zip": "10013", "phone": "2129258745"}, "mail-address": {"street1": "SIX HARRISON ST", "city": "NEW YORK", "state": "NY", "zip": "10013"}, "former-company": {"former-conformed-name": "MIRAMAR RESOURCES INC", "date-changed": "19920703"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): September 17, 1998

                     Franklin Credit Management Corporation

                           Delaware 0-17771 75-2243266
----------------------------------------- ------------------------------------
           (State or other jurisdiction (Commission File (IRS Employer
                  of incorporation) Number) Identification No.)

                  Six Harrison Street, New York, New York 10013
               (Address of principal executive offices) (Zip code)

       Registrant's telephone number, including area code: (212) 925-8745

                                       N/A
          (Former name or former address, if changed since last report)
Item 2.  Acquisition or Disposition of Assets.

On September 25, 1998, Franklin Credit Management Corporation,  through a
 wholly owned  subsidiary,  consummated the acquisition of a pool of 
$29,391,018 in faceamount of performing  mortgage loans and related  
servicing  rights,  secured by single family  residences,  from HomeGold Inc.
f/k/a Emergent  Mortgage Corp., a South Carolina corporation  ("Seller"). 
The loans acquired pursuant to the Loan and Real Estate Purchase Agreement
with Seller include $2,689,572 face amount of30 year first  mortgage  loans 
and  $26,701,446  face  amount of 15 year  second mortgage loans. The purchase
price was $25,570,185,  or 87% of face value,  plus accrued interest of
$338,283.

The purchase  price was funded by a $26,213,504  term loan facility (the "Senior
Debt") made available by The Citizens Banking Company,  an Ohio corporation (the
"Bank")  pursuant to a Term Loan and Security  Agreement.  The Senior Debt has a
maturity of three years,  is amortized over a 20 year term and bears interest at
the prime rate as reported in the Wall Street Journal (initially 8.5%), adjusted
daily. In addition, a 1% finance fee and bank legal fees of $6,000 were included
in the initial principal balance of the Senior Debt.

As collateral for the Senior Debt the Company  pledged all of the loans acquired
to the Bank.  Additionally,  the Company entered into  Hypothecation  Agreements
pursuant to which the newly  acquired  loans  cross-collateralize  the Company's
previously  outstanding  debt to the Bank  and the  collateral  underlying  such
previously outstanding debt cross collateralizes the new Senior Debt.

The foregoing  description is qualified in its entirety by reference to the full
text of the Loan and Real Estate Purchase  Agreement,  dated as of September 17,
1998,  by and  between  Franklin  Credit  Management  Corporation  and  HomeGold
Financial,  Inc.  f/k/a/  Emergent  Mortgage  Corp.  which is filed  herewith as
Exhibit 2.1, the Term Loan and Security  Agreement between Emerge 64 Corporation
(a wholly owned  subsidiary  of the Company)  and The Citizens  Banking  Company
which is filed  herewith as Exhibit  10(e)(i) and the  Hypothecation  Agreements
between the Company,  certain of its wholly owned  subsidiaries and The Citizens
Banking Company which are filed herewith as Exhibit 10(e)(ii).

CERTAIN  STATEMENTS  CONTAINED IN THIS  DOCUMENT  MAY BE DEEMED  FORWARD-LOOKING
STATEMENTS  THAT  INVOLVE A NUMBER OF RISKS AND  UNCERTAINTIES  THAT COULD CAUSE
ACTUAL  RESULTS  TO  DIFFER   MATERIALLY  FROM  THOSE  IN  THE   FORWARD-LOOKING
STATEMENTS.  READERS  ARE  CAUTIONED  NOT  TO  PLACE  UNDUE  RELIANCE  ON  THESE
FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE THEREOF. THE COMPANY
UNDERTAKES  NO  OBLIGATION  TO  RELEASE  PUBLICLY  THE  RESULTS OF ANY EVENTS OR
CIRCUMSTANCES   AFTER  THE  DATE  HEREOF  OR  TO  REFLECT  THE   OCCURRENCE   OF
UNANTICIPATED  EVENTS.  FOR MORE COMPLETE  INFORMATION  CONCERNING FACTORS WHICH
COULD AFFECT THE COMPANY'S FINANCIAL RESULTS, REFERENCE IS MADE TO THE COMPANY'S
REGISTRATION  STATEMENTS,  REPORTS  AND  OTHER  DOCUMENTS  FILED  WITH  THE U.S.
SECURITIES AND EXCHANGE COMMISSION.
Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (a)      Financial Statements of Business Acquired.

                  N/A
(b)      Pro Forma Financial Information.

FRANKLIN CREDIT MANAGEMENT CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1998
PRO FORMA
                               ACTUAL          PRO FORMA       AS ADJUSTED
ASSETS
$               $                  $
CASH AND CASH EQUIVALENTS      3,884,053          36,900          3,920,953
RESTRICTED CASH                1,034,890                          1,034,890
NOTES RECEIVABLE:
     Principal               125,942,126      29,391,018        155,333,144
     Joint venture parti       (314,831)                          (314,831)
     Purchase discount      (16,455,338)     (3,783,932)       (20,239,270)
     Allowance for loan     (24,447,544)                       (24,447,544)
                         ---------------------------------------------------
        Net notes recei      84,724,413       25,607,086        110,331,499
                                             

LOANS HELD FOR SALE            3,100,027                         3,100,027
ACCRUED INTEREST RECEIVABLE    1,120,813        338,283          1,459,096
OTHER REAL ESTATE OWNED        9,255,949                         9,255,949
OTHER RECEIVABLES              1,162,413                         1,162,413
DEFERRED TAX ASSET             2,121,596                         2,121,596
OTHER ASSETS                   1,341,853                         1,341,853
BUILDING, FURNITURE AND          673,273                           673,273
DEFERRED FINANCING COSTS       1,262,933         268,135         1,531,068
                         ---------------------------------------------------
  TOTAL ASSETS 
                              109,682,213      26,250,404       135,932,617
                          ===================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
ACCOUNTS PAYABLE AND ACCRUED  3,245,262          36,900          3,282,162
LINES OF CREDIT               3,645,246                          3,645,246
NOTES PAYABLE                96,597,286      26,213,504        122,810,790
203(K) REHABILITAION            153,849                            153,849
SUBORDINATED DEBENTURES         730,575                            730,575
NOTES PAYABLE, AFFILIATES       375,386                            375,386
DEFERRED TAX LIABILITY        2,201,391                          2,201,391
                          ---------------------------------------------------
TOTAL LIABILITIES           106,948,995      26,250,404        133,199,399
                          ---------------------------------------------------

STOCKHOLDERS' EQUITY
common Stock,  $.01 
par value, 10,000,000
authorized  shares; 
issued and outstanding 
1998 and 1997:
  5,516,527                     55,167                             55,167
Additional paid-in capital   6,989,968                          6,989,968
Accumulated deficit         (4,311,917)                        (4,311,917)
                           ---------------------------------------------------
       Total stockholders'   2,733,218               0          2,733,218
                           ---------------------------------------------------
                                                   
TOTAL LIABILITIES AND      109,682,213           26,250,404    135,932,617
 STOCKHOLDER EQUITY        ===================================================
FRANKLIN CREDIT MANAGEMENT CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1998
PRO FORMA
                                 ACTUAL        PRO FORMA      AS ADJUSTED
REVENUES:
Interest Income      3,291,028   2,092,640        5,383,668
             Purchase discount    2,347,885     240,607        2,588,492
             Gain on sale                 0                            0
             Gain on sale OriginLns 548,282                      548,282
             (Loss)on sale reo    (149,675)                    (149,675)
             Rental Income         410,364                      410,364
             Other                 418,420                      418,420
                              -----------------------------------------------
                              6,866,304      2,333,247         9,199,551
                             -----------------------------------------------

OPERATING EXPENSES:
            Interest expense      4,559,544      1,106,885         5,666,429
            Collection, g&A       3,392,713                        3,392,713
            Provision for loan       31,391                           31,391
            Banking service fees          0                                0
            Amortization of defer   137,762          2,552           140,314
            Depreciation             48,798                           48,798
                               
                              -----------------------------------------------
                                  8,170,208      1,109,437         9,279,645
                              -----------------------------------------------

INCOME (LOSS) BEFORE PROVISION FOR INCOME
TAXES                            (1,303,904)      1,223,810          (80,094)
                               -----------------------------------------------

BENEFIT (PROVISION)FOR INCTAXES          0                0                 0
                               -----------------------------------------------
NET INCOME (LOSS)                (1,303,904)       1,223,810         (80,094)
                               ===============================================
NET INCOME (LOSS) PER COMMON SHARE:
                    Basic           (0.24)             0.22            (0.02)
                    Dilutive        (0.24)             0.22            (0.02)
                               ===============================================
WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING                      5,516,527      5,516,527         5,516,527
                                ===============================================
(c)      Exhibits.

         2.1               Loan and Real Estate  Purchase  Agreement,  dated
 as of September  17, 1998 by and among
                           Franklin  Credit  Management  Corporation  and 
HomeGold  Financial  Inc.  f/k/a Emergent
                           Mortgage Corp.

         10(e)(i)          Term Loan and Security  Agreement  between  Emerge 64
                           Corporation   (a  wholly  owned   subsidiary  of  the
                           Company) and The Citizens Banking Company.

         10(e)(ii)         Hypothecation Agreements between the Company, certain
                           of its wholly  owned  subsidiaries  and The  Citizens
                           Banking Company.
SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

October 2, 1998            FRANKLIN CREDIT MANAGAGMENT CORPORATION

                           By:   /s/ Thomas J. Axon
                               Thomas J. Axon      
                    President and Chief Executive Officer
Exhibits Index

2.1               Loan and Real Estate Purchase Agreement, dated as of 
September 17, 1998 by and among Franklin
                  Credit Management Corporation and HomeGold Financial 
Inc. f/k/a Emergent Mortgage Corp.

10(e)(i)          Term Loan and Security Agreement between Emerge 64
 Corporation (a wholly owned subsidiary of
                  the Company) and The Citizens Banking Company.

10(e)(ii)         Hypothecation  Agreements between the Company,  certain of 
its
                  wholly owned subsidiaries and The Citizens Banking Company.
Exhibit 2.1       Loan and Real Estate Purchase Agreement, dated as of 
September 17, 1998 by and among Franklin
                  Credit Management Corporation and HomeGold Financial Inc.
 f/k/a Emergent Mortgage Corp.

                     FRANKLIN CREDIT MANAGEMENT CORPORATION

                                    Purchaser

                                       and

                            HOMEGOLD FINANCIAL, INC. 
                                     f/k/a 
                             EMERGENT MORTGAGE CORP.
                                     Seller

                     LOAN AND REAL ESTATE PURCHASE AGREEMENT

                         Dated as of September 17, 1998

F:\USR\AHR\FRANKLINCREDIT\homegoldcontract
TABLE OF CONTENTS

ARTICLE I......................................................       ..1
DEFINITIONS.............................................................1

ARTICLE II..............................................................3
CONVEYANCE OF MORTGAGE LOANS AND REAL ESTATE;FILE; PRICE; BOOKS AND RECORDS..3
Section 2.01 Agreements to Purchase and Sell. ...............................3
-------------------------------
Section 2.02 Conveyance of Mortgage Loans and Real Estate....................4
--------------------------------------------
Section 2.03 Purchase Price..................................................4
--------------
Section 2.04 Release of Documents.......................................

ARTICLE III..................................................................5
REPRESENTATIONS AND WARRANTIES;REMEDIES AND BREACH...........................5
Section 3.01 Seller Representations and Warranties...........................5
Section 3.02 Purchaser Representations and Warranties........................6
Section 3.03 SellersRepresentations and Warranties Regarding Mortgageate ....7
Section 3.04 SellersRepresentations and Warranties Regarding Real............8
Section 3.05 Remedies for Breach of Representations and Warranties...........8
Section 3.06 Indemnification.................................................9

ARTICLE IV...................................................................9
SERVICING....................................................................9
Section 4.01 Conveyance of Servicing.........................................9
-----------------------
Section 4.02 Custodial and Escrow Accounts...................................9
-----------------------------
Section 4.03 Borrower Notices...............................................10
----------------ction 4.04 Correspondence, etc..............................10
-------------------
Section 4.05 Notices to Insurers............................................10
-------------------
ARTICLE V...................................................................10
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PURCHASER........................10
5.01 Representations and Warranties True....................................10
5.02 Performance of Covenants...............................................10

ARTICLE VI..................................................................10
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER...........................10
6.01 Representations and Warranties True....................................10
6.02 Performance of Covenants...............................................10
RTICLE VII..................................................................11
TERMINATION.................................................................11

ARTICLE VIII................................................................11
MISCELLANEOUS PROVISIONS....................................................11
Section 8.01 Amendment......................................................11
---------
Section 8.02 Governing Law; Consent to Jurisdiction.........................11
--------------------------------------
Section 8.03 Notices........................................................11
-------
Section 8.04 Severability of Provisions.....................................12
--------------------------
Section 8.05 Further Assurances.............................................12
------------------
Section 8.06 Successors and Assigns.........................................12
----------------------
Section 8.07 Execution......................................................13
---------
Section 8.08 Entire Agreement...............................................13
----------------

                                    EXHIBITS

EXHIBIT A-1                LOAN SCHEDULE
EXHIBIT A-2                REAL ESTATE SCHEDULE
EXHIBIT B                  FORM OF BILL OF SALE
EXHIBIT C                  FORM OF OFFICER?S CERTIFICATE OF SELLER
EXHIBIT D                  FORM OF OFFICER?S CERTIFICATE OF PURCHASER
LOAN AND REAL ESTATE PURCHASE AGREEMENT

         This is a Loan and Real Estate  Purchase  Agreement for mortgage  loans
and real estate,  dated and  effective as of September  17, 1998 and is executed
between HomeGold Financial, Inc. f/k/a Emergent Mortgage Corp., a South Carolina
corporation, as seller (the ?Seller) and Franklin Credit Management Corporation,
a Delaware corporation, as purchaser (the ?Purchaser).

                               W I T N E S S E TH

         WHEREAS,  the  Purchaser has agreed to purchase from the Seller and the
Seller  has  agreed  to  sell  to  the  Purchaser  certain  one  to  four-family
residential  performing  and  non-performing  mortgage loans and/or certain real
estate upon which the Seller foreclosed or otherwise enforced its first mortgage
lien.

         NOW, THEREFORE,  in consideration of the mutual agreements  hereinafter
set forth,  and for other  good and  valuable  consideration,  the  receipt  and
adequacy  of  which  is  hereby  acknowledged,  the  Purchaser  and the  Seller,
intending to be legally bound, agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Whenever  used herein,  the  following  words and  phrases,  unless the
context otherwise requires, shall have the following meanings:

         Agreement: This Loan and Real Estate Purchase Agreement , together with
all exhibits and schedules appended hereto, as well as all amendments hereof and
supplements hereto.

         Assignment  of  Mortgage:  An  assignment  of the  Mortgage,  notice of
transfer or equivalent  instrument in recordable form, sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is located to reflect
the absolute transfer of the Mortgage to the Purchaser.

         Business  Day: Any day other than ( i) a Saturday or Sunday,  or (ii) a
day on which  federal  savings  banks  are  authorized  or  obligated  by law or
executive  order to be  closed  or (iii) a day on which  banks in  either  North
Carolina,  South  Carolina or New York are  authorized  or  obligated  by law or
executive order to be closed.

         Closing  Dates:  September  17, and September  25,1998 (in two
 separate  fundings) or a Business Day prior
thereto as may hereafter be agreed upon by the Purchaser and the Seller.

         Collateral Agreements:  With respect to Mortgage Loans, any Assignments
of  Leases,  Rents,   Management  Agreements  or  similar  collateral  agreement
providing security for the Mortgage Loan.

         Cut-Off  Dates:  The close of business on September  16, and  
September 24, 1998 as they relate to the two
         --------------
funding dates.

         Deed:  A  Special  Warranty  or  Bargain  and Sale  deed of  title  (or
equivalent deed) executed by the Seller in favor of the Purchaser, in recordable
form, and sufficient under the laws of the jurisdiction wherein the related Real
Estate Property is located to cause,  upon its due recordation,  the transfer to
Purchaser of simple title to the Real Estate Property designated therein.
9

         Escrow Account:  An account maintained by the Seller for the deposit of
taxes,  insurance premiums,  replacement or similar reserves maintained by or on
behalf of Seller,  as a mortgagee (other than principal and interest  payments),
as  required  or  permitted  under  the  Mortgage  Note,  Mortgage  or any other
agreement with a Mortgagor.

         Loan Schedule:  A schedule of Mortgage Loans annexed hereto as 
Exhibit A-1.

          Mortgage : The Mortgage , deed of trust or other instrument securing a
Mortgage  Note,  which  creates  a lien on an  estate  in fee  simple  with real
property securing the Mortgage Note.

         Mortgage Note : The note or other evidence of the indebtedness of a
Mortgagor secured by a Mortgage.

         Mortgagor:  The obligor on a Mortgage and Mortgage Note.

         Mortgaged Property: The real property securing repayment of the debt
 evidenced by a Mortgage Loan.

         Net Receipts: The amount (if any) by which any rents, or other revenues
received by or on behalf of the Purchaser with respect to a Real Estate Property
exceed any  permitted  Expenses  incurred by the  Purchaser for such Real Estate
Property.

         Permitted  Expenses:  The following  expenses,  only to the extent such
expenses have not been previously  recovered and paid to unaffiliated (to either
the Seller or the Purchaser) third parties, and such expenses are reasonable for
the types of goods and services provided in that geographic area :

         (1)      real estate taxes, assessments, water and sewer charges;

         (2)      premiums for casualty and other insurance;

         (3)      utility costs

         (4)      reasonable out-of-pocket maintenance and repair expenses; and

         (5)      Receivership fees, if any.

         Personal Property: All items of tangible personal property attached to,
located in or on, or otherwise used in any way in connection  with a Real Estate
Property as of the date hereof and owned by the Seller.

         Purchase  Price:  The amount to be paid in immediately  available 
 funds to the Seller by the Purchaser as
provided in Section 2.03 hereof.

         Purchaser: Franklin Credit Management Corporation, its assigns or its
 successor in interest.

         Real Estate or Real Estate Property:  Real Estate means,  collectively,
the real estate  acquired by Seller through  foreclosure  (or by deed in lieu of
foreclosure)  of a Mortgage  Loan  owned by Seller  and to be sold to  Purchaser
pursuant to this Agreement.

         Real  Estate  File:  With  respect  to each Real  Estate  Property, 
 any and all  documents,  instruments,
recorded information and records within Seller? custody or control pertaining
 to such Real Estate Property.
Repurchase  Price:  With respect to any Mortgage Loan, a price equal to
the  Purchase  Price  set forth in the Loan  Schedule,  reduced  by all  amounts
previously  received  by or on  behalf  of the  Purchaser  with  respect  to the
Mortgage Loan representing  payments or recoveries of principal or advances made
by the Seller  prior to the  Cut-off-  Date.  With  respect  to any Real  Estate
Property,  a price  equal to the  Purchase  Price set  forth in the Real  Estate
Schedule, minus any Net Receipts, plus any reasonable fees and costs incurred by
the Purchaser in reconveying the Real Estate Property to the Seller.

         Seller: HomeGold Financial, Inc. or its successor in interest.

         Servicing File: Any and all information  regarding the  administration,
servicing and collection of the Mortgage Loans, including but not limited to the
payment  histories,  collector  comments,  copies of checks received and written
correspondence  whether performed by, and/or in the possession of, the Seller or
an independent third party loan servicing entity.

                                   ARTICLE II

                  CONVEYANCE OF MORTGAGE LOANS AND REAL ESTATE;
                         FILE; PRICE; BOOKS AND RECORDS

         Section 2.01  Agreements to Purchase and Sell.

         (a)  Subject  to the terms and  conditions,  and in  reliance  upon the
representations  and warranties,  herein set forth,  the Seller hereby agrees to
sell,  assign,  set over and convey to the Purchaser and the Purchaser agrees to
purchase on the Closing Date all of the Seller? right, title and interest in and
to the Mortgage  Loans, on a servicing  released basis.  Upon the receipt of the
Purchase Price by the Seller, ownership of the Mortgage Loans, the Mortgage Loan
Files and the Servicing  Files shall be  immediately  deemed  transferred to and
vested in the Purchaser, irrespective of the date the assignment of Mortgage may
be recorded.

         (b)  Subject  to the  terms and  conditions  and in  reliance  upon the
representations  and  warranties  herein set forth,  the Seller hereby agrees to
sell,  transfer,  assign, set over and convey to the Purchaser and the Purchaser
agrees to purchase,  on the Closing Date,  all right,  title and interest of the
Seller in and to the Real  Estate.  The  ownership  of the Real  Estate  and the
contents of the related Real Estate File shall immediately be deemed transferred
to and vested in the  Purchaser  as of Seller?  receipt of the  Purchase  Price,
irrespective of the date the assignment of Mortgage may be recorded.

         (c) To the extent  applicable  with respect to a Real Estate  Property,
the following  shall be  apportioned  between the Seller and the Purchaser as of
the Cut-Off- Date:

         (i)      taxes, assessments, water charges and sewer rents, on the 
basis of the fiscal period
                  for which assessed;

         (ii)     rents, use and occupancy payments or other sums paid to Seller
                  by any occupant or licensee of the Real Estate Property; and,

         (iii)    gas,  electricity,   fuel  oil  or  any  other  utility  costs
                  associated  with the  operation  of the Real  Estate  Property
                  which are billed directly to the Seller.

         (iv)     casualty and other insurance premiums.
Section 2.02  Conveyance of Mortgage Loans and Real Estate

         (a) For each  Mortgage  Loan,  the Seller  shall  deliver the  original
Mortgage Note to the Purchaser, endorsed in blank or to the Purchaser? designee,
(or, if  approved in writing by  Purchaser  in advance of the Closing  Date,  an
affidavit  of  lost  instrument)  and an  individual  recordable  Assignment  of
Mortgage in blank or to the Purchaser?s designee.

         (b) For each Real Estate  Property,  the Seller shall deliver a Deed to
the  Purchaser  or to the  Purchaser?s  designee,  together  with  any  and  all
instruments, affidavits,  certifications and or transfer tax returns required by
the jurisdiction  wherein the Real Estate is located in order to properly record
the Deed and convey  free and clear  marketable  title of the Real Estate to the
Purchaser.  Additionally,  if  Purchaser  shall  elect to have a licensed  title
insurer  insure title of the real Estate to Purchaser,  the Seller shall provide
any other documents or instruments reasonably requested by the title insurer.

         (c) For any related  Personal  Property,  the Seller  shall  deliver an
executed Bill of Sale in substantially the form of Exhibit B attached hereto.

         (d) If  requested  by  Purchaser  in advance of the Closing  Date,  the
Seller shall  deliver an  assignment  of the  Seller?s  interest in any right to
purchase a Real Estate  Property,  as the successful  bidder at the  foreclosure
sale,  which  assignment  will entitle the Purchaser to receive a Sheriff?s Deed
pertaining to such Real Estate Property.

         Section 2.03  Purchase Price.

         Before  2:00 p.m.,  Eastern  Standard  Time on the  Closing  Date,  the
Purchaser  shall pay to the Seller by wire  transfer  of  immediately  available
funds:

         (a) for each Mortgage  Loan,  the Purchase  Price set forth in the Loan
Schedule  (which the Seller  represents  will be an amount equal to eighty seven
percent (87%) of the unpaid Principal balance thereof,  as of the Cut-Off Date),
the total of which mortgage loans purchased  hereunder is $  29,391,017.66  (the
exact unpaid Principal amount of Loans to be purchased is listed on the attached
Exhibit A-2)

         (b) the Purchase  Price for each Real Estate  Property set forth in the
Real Estate Schedule.

         Principal  and  interest  payments  received  after  the Cut - Off Date
(regardless  of when due)  shall  belong to the  Purchaser  and,  if the  Seller
receives such payments,  the Seller shall forward such payments,  as well as any
interest  payments  received  by the  Seller  prior  to  the  Closing  Date  but
attributable to the period after the Cut-off Date, to the Purchaser  within five
(5) business days of receipt.

         Any errors in calculating  the Purchase Price at the Closing Date shall
be corrected immediately upon discovery of the error and the appropriate payment
shall  be paid by the  party  that  benefited  from  such  errors  to the  party
adversely affected by such errors.

         Section  2.04  Release of  Documents.  Immediately  upon receipt of the
Purchase  Price,  the Seller shall release the Real Estate  Files,  the Mortgage
Loan Files and the Servicing  Files to the  Purchaser.  The Purchaser may direct
the  Seller to  deliver  such  documents,  at the  Purchaser?s  expense,  to the
Purchaser or its agent.
Section 2.05  Recording Fees, Title Policy Endorsements and
 Continuations.

         The   Purchaser   shall  be   responsible   for  recording  all  Deeds,
assignments,  and  other  instruments,  including  any  assignment  of  any  UCC
financing  statements  included in the Mortgage Loan Files.  All recording  fees
incurred  shall be paid by the  Purchaser.  The Seller shall pay any real estate
transfer  taxes required for the  conveyance of each Real Estate  Property.  The
Seller  shall  prepare and execute any  appropriate  UCC Form 3 with  respect to
collateral securing any Mortgage Loan (when applicable).

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES;
                               REMEDIES AND BREACH

         Section 3.01  Seller Representations and Warranties.

         The Seller represents and warrants to the Purchaser that as of the date
hereof and, as of the Closing Date,  the following  shall be true,  complete and
correct:

         (a) Duly  Organized;  Good Standing;  Duly Licensed and Qualified.  The
Seller is a corporation  duly organized,  validly  existing and in good standing
under the laws of the State of South Carolina.

         (b) Due Authority and Binding Obligation. The Seller has the full power
and  authority  to  execute  and  deliver  this  Agreement  and  has  been  duly
authorized;   this  Agreement  evidences  the  valid,  binding  and  enforceable
obligation of the Seller;  and all requisite  corporate action has been taken by
the  Seller  to make  this  Agreement  valid  and  binding  upon the  Seller  in
accordance with its terms.

         (c) No  Conflicts.  The  execution  and  delivery of this  Agreement or
compliance  with the terms and  conditions of this Agreement will not materially
conflict with or result in a material breach of any of the terms,  conditions or
provisions of the Seller?s articles,  charter or bylaws, or violate the terms of
any  contract,  agreement or other  instrument to which the Seller or any of its
assets may be subject.

         (d) Ability to Perform.  As of the date hereof,  the Seller knows of no
reasons as to why it may not be able to fully  perform  each and every  covenant
contained in this Agreement.

         (e) No  Litigation  Pending.  There is no action,  suit,  proceeding or
investigation  pending or, to the  Seller?s  knowledge,  threatened  against the
Seller which will, accept as disclosed,  adversely affect the Mortgage Loans and
Real Estate,  the execution,  delivery or enforceability  of this Agreement,  or
which may hereafter have a materially adverse effect on the financial  condition
of the Seller.

         (f) No Consent Required. No consent,  approval,  authorization or order
of any court or  governmental  agency  or body is  required  for the  execution,
delivery and  performance by the Seller of or compliance by the Seller with this
Agreement.
(g) No Bulk  Sale.  The  transfer,  assignment  and  conveyance  of the
Mortgage Loans and Real Estate Property by the Seller pursuant to this Agreement
are in the ordinary  course of the Seller?s  business and are not subject to the
bulk transfer or any similar  statutory  provisions in effect in any  applicable
jurisdiction.  Seller is not  transferring the Mortgage Loans and/or Real Estate
Property with an intent to hinder, delay or defraud any of its creditors. Seller
is solvent and will not be rendered insolvent by the sale of any of the Mortgage
Loans or Real Estate Property.

         (h)      No Broker.  The Seller and Purchaser mutually represent and
 warrant to each other that
 no   broker,   finder   or   intermediary   other   than   NONE  has   brought
   about   this   transaction.   The
Seller agrees to pay the fees due NONE pursuant to a separate agreement.  In the
event any  claim is made by any  other  broker,  finder  or  intermediary  for a
commission  or fee as a result of acts or  actions  of either  the Seller or the
Purchaser with respect to the within transaction, such party shall indemnify and
hold the other safe and harmless from any and all such costs,  claims or expense
arising therefrom. These representations shall survive the Closing.

         The  representations  and  warranties of this Section shall survive the
execution of this Agreement and any  subsequent  transfers of each Mortgage Loan
and the delivery of any Deed relating to a Real Estate  Property for a period of
twelve months after closing.

         Section 3.02  Purchaser Representations and Warranties.

                  The Purchaser represents and warrants to the Seller that as of
the Closing Date, the following shall be true, complete and correct:

         (a) Duly  Organized;  Good Standing;  Duly Licensed and Qualified.  The
Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware.

         (b) Authority and Binding Obligation.  The Purchaser has the full power
and  authority  to  execute  and  deliver  this  Agreement  and  has  been  duly
authorized;   this  Agreement  evidences  the  valid,  binding  and  enforceable
obligation of the Purchaser;  and all requisite  corporate action has been taken
by the Purchaser to make this Agreement  valid and binding upon the Purchaser in
accordance with its terms.

         (c) No  Conflicts.  The  execution  and delivery of this  Agreement and
compliance  with the terms and conditions of this  Agreement,  will not conflict
with or result in a breach of any of the terms,  conditions or provisions of the
Purchaser?s  articles,  charter or bylaws, or violate the terms of any contract,
agreement or other  instrument  to which the Purchaser or any of its assigns may
be subject.

         (d) No  Litigation  Pending.  There is no action,  suit,  proceeding or
investigation  pending  or,  to the best of  Purchaser?s  knowledge,  threatened
against the Purchaser  which may  adversely  affect the purchase of the Mortgage
Loans and Real  Estate or the  execution,  delivery  or  enforceability  of this
Agreement,  or which would have a  materially  adverse  effect on the  financial
condition of the Purchaser. .
         (e) No Consent Required. No consent,  approval,  authorization or order
of any court or  governmental  agency  or body is  required  for the  execution,
delivery and performance by the Purchaser of this Agreement.

         The  representations  and  warranties of this Section shall survive the
execution of this Agreement and any  subsequent  transfers of each Mortgage Loan
and the delivery of any Deed relating to a Real Estate Property.
Section 3.03  Seller?s Representations and Warranties Regarding
 Mortgage Loans and Real Estate. 

         The Seller  hereby  represents  and warrants  that, as to each Mortgage
Loan and Real  Estate,  as of the date  hereof and as of the Closing  Date,  the
following shall be true, complete and correct:

         (a) Sole  Owner;  Authority.  The Seller (i) is the owner and holder of
the Mortgage  Loan,  the related  Mortgage  Note and  Mortgage,  and/or the Real
Estate  Property,  (ii) the same are not  assigned,  pledged or mortgaged to any
entity  other than  Seller,  and (iii) the Seller has the full right to transfer
and sell the Mortgage Loan and/or Real Estate Property to the Purchaser.

         (b) No Encumbrances. That by its execution and delivery to Purchaser of
the Assignment of Mortgage  and/or Deed, the Seller shall transfer and convey to
Purchaser all of Seller?s right, title and interest to each Mortgage Loan and/or
Real Estate  Property  (including  marketable  and insurable  title to such Real
Estate Property),  free and clear of any and all liens, claims,  encumbrances or
security interests of any kind or nature whatsoever, of which Seller has written
notice, including any junior or subordinated liens or encumbrances.

         (c) Loan  Schedule  Data.  That all  information  set forth in the Loan
Schedule  appended  hereto is  complete  and correct in all  material  respects,
including,  without limitation,  the Mortgagor?s name, property address, current
unpaid principal balances, lien priority and delinquent tax information.

         (d)  Enforceable  Loan. The Mortgage Note and the related  Mortgage and
the  Collateral  Agreements  are  valid  and  enforceable   obligations  of  the
Mortgagor, subject to applicable to bankruptcy,  reorganization and similar laws
affecting creditor?  rights generally and are free of any and all valid right of
rescission, set-off, counterclaim or defense.

         (e) Valid Lien. In the case of Mortgage Loans, the Mortgage is a valid,
existing and enforceable lien on the related Mortgaged Property, having at least
the  priority  indicated  in the Loan  Schedule,  subject  only to (i) liens for
current real estate taxes  and/or  assessments  not yet due and payable and (ii)
covenants,  easements  and  other  matters  of  public  record as of the date of
recording of such Mortgage.

         (f) No Modifications. Except as reflected in the Mortgage Loan File and
or the Loan Schedule, the related Mortgage and Mortgage Note and the Mortgagor?s
obligations thereunder, have not been impaired, waived, discharged,  released or
modified in any material respect.

         (g)  No  Condemnation.  Seller  has no  knowledge  of  any  pending  or
threatened  proceeding  for the total or  partial  condemnation  of the  related
Mortgaged Property or Real Estate Property.

         (h) No  Defenses/Bankruptcy  Filings.  The Seller has no knowledge that
any person  obligated on any Mortgage  Loan,  including the  Mortgagor,  has (i)
asserted any defense, counterclaim, off-set, set-off or right of rescission with
respect to the obligations under any Mortgage Note or Mortgage,  irrespective of
whether or not such claim is valid,  or (ii) has filed a petition in  bankruptcy
or for  protection  under any other  Federal or State debtor relief law prior to
the Cut-Off -Date except as reflected on the Loan Schedule or any other schedule
attached hereto.
(i) Material Facts and Representations. The Purchaser has been provided
all documents, records and other information available to the Seller relating to
the  Mortgage  Loans and Real  Estate  Property.  No  information,  certificate,
statement,  or written report delivered to the Purchaser in connection with this
Agreement,  or any other schedule,  exhibit,  report or File required hereunder,
contains or shall contain any untrue statement of material fact or omit to state
a material fact  necessary to make the  information  contained  herein or in any
certificate, schedule, exhibit, statement, report or File misleading.

         (j)  Mortgaged  Property.  No  Mortgaged  Property is of a type that is
generally known as a mobile or manufactured home.

         Section 3.04  Seller?s Representations and Warranties Regarding Real
 Estate.

         The Seller hereby  represents and warrants that, as to each Real Estate
Property,  as of the date hereof and as of the Closing Date, the following shall
be also true, complete and correct:

         (a) No Rights of  Occupancy.  Except  as set  forth in any  exhibit  or
schedule  appended hereto,  there are no persons or entities who have a right to
possess or occupy any Real Estate  Property for a period beyond 45 days from the
Closing  Date.  As of the Closing  Date,  Seller  shall  deliver all  agreements
relating to the use and  occupancy of any Real Estate  Property,  as well as any
security deposits relating thereto.

         (b)  Environmental  Issues or Hazardous  Substances.  The Seller has no
knowledge  of  any  past  or  present  existence  of any  hazardous  substances,
hazardous  materials or toxic  substances  (as defined in any Federal,  State or
local law, rule or regulation relating to such matters, including any air and/or
water  pollution  laws)  on or about  the  Real  Estate  Property  or  emanating
therefrom,  or of any other  matters  which may  foreseeably  lead to  Purchaser
having to expend any funds (including expert and professional  fees) as a result
of any such  matters or  condition  or about the Real Estate  Property as of, or
prior to, the Closing Date.

         (c)  Structural  Matters.  Seller has fully  disclosed to Purchaser any
material  structural  issues relating to any Real Estate  Property.  A ?material
structural  issue?  shall exclude ordinary  conditions  relating to the wear and
tear Real Estate and be limited to the roof,  floor and outside  walls ( i ) any
condition or matter  which may  foreseeably  lead to Purchaser  having to expend
funds in excess of  $10,000.00  (including  for  expert and  professional  fees)
within the  ensuing  12 months as a result  thereof or (ii) which may affect the
insurability  of the Real Estate or the rates charged  therefore.  The Purchaser
will have the right to  reasonably  review the cost of any  material  structural
issue.

         (d) Compliance  with Laws To the best of Sellers  knowledge and belief,
each  Real  Estate  Property  complies  with  all  applicable  laws,  rules  and
regulations  governing  such Real Estate  Property and the use  thereof,  to the
extent known to Seller.

         Section 3.05  Remedies for Breach of Representations and Warranties.

         Upon discovery by the Purchaser of a breach or inaccuracy of any of the
representations  and  warranties  of  Section  2.03,  3.01,  3.03 and 3.04 which
materially and adversely  affects the value of the Mortgage Loans or Real Estate
or the  interest of the  Purchaser in such  Mortgage  Loans or Real Estate , the
Purchaser shall give written notice to the Seller within 15 days thereof.
Within 45 days of such notice to the Seller of any breach or inaccuracy
of a  representation  or  warranty,  the  Seller  shall  either  have  fully and
substantially  cured such breach or inaccuracy  in all material  respects or, if
such breach or inaccuracy  cannot be completed  within 45 days,  the Seller will
commence curing within 45 days and proceed with due diligence  immediately  upon
the expiration of such 45 days,  repurchase  the affected  Mortgage Loan or Real
Estate Property at the Repurchase  Price.  The Repurchase  price must be paid in
the same manner as required  hereunder with respect to the Purchase Price.  Upon
Purchaser?s  receipt of the Repurchase  Price,  it shall  re-convey the Mortgage
Loan or Real Estate to Seller, at Seller?s sole reasonable cost and expense.

         Notwithstanding  the  foregoing,  in  the  event  of a  breach  of  the
representation  or  warranty  made  in  Section  3.03(j),  in  addition  to  the
repurchase  obligations  set forth  herein,  Purchaser  shall  have the right to
demand in writing that the Seller  repurchase such loan and advise the Seller of
its valuation of each such Loan ("Special  Repurchase").  Upon such notification
of the Special Repurchase,  Seller, at Sellers option, shall either: (a) pay the
Purchaser the difference between the adjusted price, and the price attributed to
such loan on the Closing  Date,  or (b)  repurchase  the Loan at the  Repurchase
Price in accordance with the repurchase procedures set forth herein.

         Except as set forth in Section 3.06, it is agreed that the  obligations
of the Seller set forth  herein to cure or  repurchase  a Mortgage  Loan or Real
Estate  Property  constitute  the sole  remedies of the  Purchaser  respecting a
breach or inaccuracy of the  representations  and  warranties of Sections  2.03,
3.01, 3.03 and 3.04.

         Section 3.06      Indemnification.

         (a) In the event that the  provisions  of Section  3.05 are  inadequate
therefor,  the Seller  shall  indemnify  and hold  Purchaser  harmless  from and
against  any  and  all  claims,  costs,   liabilities  and  expenses  (including
reasonable counsel fees) with respect to its liabilities and obligations arising
out  of or  relating  to  any  intentional  breach  of  the  representations  or
warranties  contained in this Agreement  which claims,  costs,  liabilities  and
expenses  cannot be  avoided  by the  Seller?s  compliance  with the  Repurchase
provisions hereof.

         (b) Purchaser  hereby agrees to indemnify and hold the Seller  harmless
from and against, any and all claims, costs, liabilities and expenses (including
reasonable counsel fees) with respect to its liabilities and obligations arising
out  of or  relating  to  any  breach  of  the  Purchaser?s  representations  or
warranties  contained  in this  Agreement,  or any actions  taken or suffered by
Purchaser subsequent to the Closing, except as specifically set forth herein.

                                   ARTICLE IV

                                    SERVICING

         Section 4.01  Conveyance of  Servicing.  On the Closing Date or as soon
thereafter  as  practicable  (consistent  with  applicable  law and the Borrower
Notices  described  in Section  4.03  below) but in no event  later than 25 days
after the Closing  Date,  the Seller shall  transfer to Purchaser all rights to,
and the Purchaser shall assume all liability and  responsibility for (subject to
the terms of this Section), the servicing of the Mortgage Loans.

         Section 4.02 Custodial and Escrow  Accounts.  Mortgagor escrow payments
held in an Escrow Account shall be transferred from the custody of the Seller to
the custody of the Purchaser upon the transfer of servicing duties, as set forth
below.
Section 4.03 Borrower  Notices.  The Seller shall notify each Mortgagor
of the transfer of the  servicing  duties with respect to the Mortgage  Loan and
the new address to which payments on such Mortgage Loan should be sent within 10
business  days of the  Closing  Date (in the form  attached  as Exhibit  E). Any
notice  required  to be sent by the  Seller or the  Purchaser  pursuant  to this
subsection  shall  comply  with  the  requirements  of  applicable  law  and the
Mortgage, and the Mortgage Note, as applicable.

         Section 4.04 Correspondence,  etc. Except as otherwise provided herein,
the  Seller  shall  forward  to  Purchaser  all  Mortgagor   correspondence   or
documentation  related to the  Mortgage  Loans or Real  Estate  received  by the
Seller after the transfer of servicing duties.

         Section 4.05 Notices to Insurers.  The Seller shall, where notification
is required by the terms of the  applicable  policy  within thirty (30) calendar
days after the Closing Date,  provide written notice of the Sale of the Mortgage
Loans and Real Estate to any insurer and shall send  duplicates  of such notices
to the Purchaser.

                                    ARTICLE V

              CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PURCHASER

         The  obligation  of the  Purchaser  to effect the closing  hereunder is
subject to the satisfaction (or waiver by the Purchaser) of all of the following
conditions on or prior to the Closing Date.

         5.01  Representations  and  Warranties  True. The  representations  and
warranties  of the Seller  contained  herein  shall be true and  accurate in all
material respects as of the Closing Date.

         5.02  Performance  of  Covenants.  The Seller shall have  performed and
complied in all material  respects  with each and every  covenant and  condition
required by this Agreement prior to or on the Closing Date.

                                   ARTICLE VI

                CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER

         The obligation of the Seller to effect the closing hereunder is subject
to the satisfaction (or waiver by the Seller) of all of the following conditions
on or prior to the Closing Date.

         6.01  Representations  and  Warranties  True. The  representations  and
warranties of the Purchaser  contained  herein shall be true and accurate in all
material respects as of the Closing Date.

         6.02  Performance of Covenants.  The Purchaser shall have performed and
complied in all material  respects with each and every  covenant,  agreement and
condition required by this Agreement prior to or on the Closing Date.
ARTICLE VII

                                   TERMINATION

         This  Agreement may be terminated  (such  termination to be effected by
notice of termination  being delivered by Seller or Purchaser,  respectively) at
any time prior to or on the Closing Date.

         (a)      Mutual; Consent.  By mutual written consent of Seller and 
Purchaser

         (b) Closing  Deadline.  By  Purchaser  or Seller if the Closing has not
occurred on or prior to September 30,1998,  provided,  however, that the failure
of the Closing to occur is not the result of the  terminating  party?s  material
breach of its covenants, agreements, representations or warranties hereunder; or

         (c) Failure of  Conditions.  By either  Seller or  Purchaser  by notice
given to the other at any time prior to the Closing Date if the other party does
not fulfill a material condition to its performance,  representation,  warranty,
covenant,  agreement or other obligation or breach,  that cannot be cured within
30 days of the Closing Date.

         The right to terminate this Agreement shall not be the exclusive remedy
of the party with the right to terminate.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

         Section 8.01 Amendment. This Agreement may be amended from time to time
by the  parties  pursuant  to a written  agreement  signed by the Seller and the
Purchaser.

         Section 8.02 Governing  Law;  Consent to  Jurisdiction.  This Agreement
shall be construed in accordance  with the laws of the State of New York without
regard to any  principles of conflict of laws. The Purchaser and the Seller each
hereby agree that any LEGAL ACTION OR PROCEEDING AGAINST IT WITH RESPECT TO THIS
AGREEMENT,  OR ANY OF THE  AGREEMENTS,  DOCUMENTS  OR  INSTRUMENTS  DELIVERED IN
CONNECTION  WITH THIS  AGREEMENT MAY ONLY BE BROUGHT IN THE SUPREME COURT OF THE
STATE OF NEW YORK,  NEW YORK COUNTY OR THE UNITED STATES  DISTRICT COURT FOR THE
SOUTHERN  DISTRICT  OF NEW YORK,  located  in the  County of New York,  and,  by
execution  and delivery  hereof,  the  Purchaser and the Seller each accepts and
consents  to,  for  itself  and  in  respect  to  its  property,  generally  and
unconditionally,  the  jurisdiction of the aforesaid  courts with respect to any
action or proceeding brought by the Purchaser and/or Seller against one another.

         Section 8.03 Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given when sent to the
intended  recipient,  in writing  within three (3)  business  days after same is
deposited in the U.S.  Mail  (certified  mail,  return  receipt  requested),  or
delivered to the premises of the addressee, or other address as may hereafter be
furnished in writing by one party to the other party to this Agreement:
(a)      if  to the Seller:

                  HomeGold Financial, Inc.                   
                  3901 Pelham Rd.
                  Greenville, SC 29615          
                  Attn: Kevin Quinn               

                  With a copy to:

         (b)      if to the Purchaser:

                  Franklin Credit Management Corp. 
                  6 Harrison St. -6th Floor                  
                  New York, NY 10013                      
                  Attention: Steve Hague                    

                  With a copy to:

                  Franklin Credit Management Corp. 
                  6 Harrison St. -6th Floor                  
                  New York, NY 10013                      
                  Attention: Joseph Bartfield              

         Section 8.04  Severability  of Provisions:  If any  provision,  or part
thereof  of this  Agreement  is  invalid  or  unenforceable  under  any law such
provision,  or part  thereof  , shall be  deemed  severable  from the  remaining
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.

         Section 8.05 Further  Assurances:  The parties hereto agree that at any
time,  and from time to time,  each will upon the written  request of the other,
execute and deliver any further  instruments  or documents as may be  reasonably
necessary to effectuate the purposes hereof.

                  Section 8.06 Successors and Assigns : This Agreement,  and the
representations and warranties  contained herein shall be binding upon and shall
inure to the benefit of the parties  hereto,  their  successors and assigns with
respect  to this  Agreement,  as well as each  Mortgage  Loan  and  Real  Estate
Property.  This  Agreement  may not be assigned by the Seller or the  Purchaser,
provided,  however,  that the Purchaser may, with the Sellers consent (not to be
unreasonably  withheld)  collaterally  assign  this  Agreement  to a  lender  if
required to finance the purchase of the Mortgage Loans and Real Estate Property.
Section 8.07  Execution:  This Agreement may be executed in one or more
counterparts and by the different parties hereto on separate counterparts,  each
of  which,  when  so  executed,   shall  be  deemed  to  be  an  original;  such
counterparts, together, shall constitute one and the same agreement.

         Section  8.08  Entire  Agreement:  This  Agreement,  together  with the
schedules and exhibits  attached  hereto and the  documents  referred to herein,
including any amendments thereto, or executed concurrently herewith,  constitute
the entire  Agreement  between  the  parties  hereto  with regard to the subject
matter hereof; and there are no prior agreements, understandings,  restrictions,
warranties or representations between the parties with respect thereto.

         IN WITNESS  WHEREOF,  the Seller and the  Purchaser  have caused  their
names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.

SELLER:
                            HOMEGOLD FINANCIAL, INC.

                                  By: /s/ Laird
                                     Minor
                  Date:_10/1/98__________________ Name: Laird
                                     Minor
                              Title: Executive Vice
                                   President

                                   PURCHASER:

                           FRANKLIN CREDIT MANAGEMENT
CORPORATION

             Name:  Stephen   T. Hague  Stephen    T. Hague                 

                                                        10

                                 ACKNOWLEDGMENTS

STATE OF                                              :
                                            :ss.
COUNTY OF                                            :

On this day of , 19 , before me, a notary public, the
-----
undersigned officer, personally appeared
who acknowledged himself/herself to
be the
of , a
corporation, and that he/she as such officer, being authorized
to do so, executed the foregoing instrument for the purposes therein contained
by signing the name of the corporation by himself/herself as such officer.

                                                                 Notary Public

STATE OF   New York                 :
                                    :ss.
COUNTY OF     New York     :

         On this 29th day of September,  1998,  before me, a notary public,  the
undersigned  officer,  personally  appeared  Stephen T.  Hague who  acknowledged
himself to be the Vice President of Franklin Credit Management Corp., a Delaware
corporation,  and that he as such officer,  being  authorized to do so, executed
the foregoing  instrument for the purposes therein contained by signing the name
of the corporation by himself as such officer.

                                                                 Notary Public
A-2

                                   EXHIBIT A-1

                                  Loan Schedule
EXHIBIT A-2

                              REAL ESTATE SCHEDULE

                                      NONE
B-1

                                    EXHIBIT B

                                  BILL OF SALE

                BILL OF SALE,  dated September  17,1998,  from HomeGold 
 Financial,  Inc.,  (?Seller?) to Franklin 
Credit Management Corp. , (?Purchaser?).

                WHEREAS,   pursuant  to  the  Loan  and  Real  Estate   Purchase
Agreement,  dated as of September  17, 1998 by and between the Purchaser and the
Seller (the  ?Agreement?),  the Seller agreed to grant,  sell,  assign,  convey,
transfer and deliver to the  Purchaser,  servicing  released,  the  portfolio of
mortgage loans set forth on Exhibit A-1 attached hereto (hereinafter referred to
as the ?Purchase Assets?).

                NOW,  THEREFORE,  in consideration of the payment of $ and other
valuable  consideration,  the  receipt  of which  is  hereby  acknowledged,  and
intending to be legally bound hereby,  the Seller by these  presents does hereby
sell, convey,  transfer,  assign,  set over to, and vest in, the Purchaser,  its
successors and assigns,  all of the Sellers right, title and interest,  legal or
equitable,  in and to the Purchased Assets. The terms of this Bill of Sale shall
not supersede the terms of the Agreement.

                IN WITNESS  WHEREOF,  the Seller has caused this Bill of Sale to
be executed as of the date first written above.

HOMEGOLD FINANCIAL, INC.

By:    /s/Laird Minor

                       Name:  Laird Minor                

   
                       Title  :   Executive Vice President
C-1

                                    EXHIBIT C

                                     FORM OF
                         OFFICER?S CERTIFICATE OF SELLER

I, Laird Minor , hereby certify to
Franklin Credit Management Corp. (the ?Purchaser?), that I am the duly elected 
or appointed Executive Vice
President of HomeGold Financial, Inc., a South Carolina
corporation (the ?Seller?), and further as follows:

                1. The Seller is in good standing under the laws of the State of
South  Carolina  as of the date  hereof  and no event  has  occurred  which  has
affected the good standing of the Seller under such laws.

                2. There are no actions,  suits or proceedings  pending (nor, to
my knowledge,  are any actions,  suits or  proceedings  threatened),  against or
affecting  the Seller  which if  adversely  determined,  individually  or in the
aggregate,  would adversely  affect the Sellers  obligations  under the Loan and
Real Estate Purchase  Agreement,  dated as of September 17, 1998, (the ?Purchase
Agreement?), between the Seller and the Purchaser.

                3. Each  person  who,  as an  officer or  representative  of the
Seller,  signed the Purchase  Agreement and any other document  delivered  prior
hereto or on the date hereof in  connection  with the purchase  described in the
Purchase  Agreement was, at the  respective  times of such signing and delivery,
and is now, duly elected or  appointed,  qualified and acting as such officer or
representative,  and the signatures of such persons  appearing on such documents
are their genuine signatures.

                Capitalized terms used, but not otherwise defined herein,  shall
have the meanings set forth in the Purchase Agreement.

                IN WITNESS  WHEREOF,  I have hereunto signed my name and affixed
the seal of the Seller.

Date:      Oct. 1                                  ,1998     

Seller: HOMEGOLD FINANCIAL, INC.

By:          /s/Laird Minor                                             

                       Name :   Laird Minor                                     

[Seal]
I, , the (Assistant)
Secretary of HomeGold
Financial, Inc. a South Carolina corporation, hereby certify that
is the duly elected or appointed, qualified and acting
of the Seller and that the signature appearing above is his
genuine signature.

                IN WITNESS WHEREOF, I have hereunto assigned my name.

Date:                                                                By:

Name:                                                  
Title:
EXHIBIT D

                                     FORM OF
                       OFFICER?S CERTIFICATE OF PURCHASER

                I, Stephen T. Hague, hereby certify to HomeGold Financial,  Inc.
(the  ?Seller?),  that I am the duly  elected or  appointed  Vice  President  of
Franklin Credit Management Corp., a Delaware Corporation (the ?Purchaser?),  and
further as follows:

                1. The Purchaser is in good standing under the laws of the State
of Delaware as of the date hereof and no event has  occurred  which has affected
the good standing of the Purchaser under such laws.

                2. There are no actions,  suits or proceedings  pending (nor, to
my knowledge,  are any actions,  suits or  proceedings  threatened),  against or
affecting the Purchaser  which if adversely  determined,  individually or in the
aggregate,  would adversely affect the Purchasers obligations under the Loan and
Real Estate Purchase Agreement, dated as of September 17, 1998 the Purchaser.

                3. Each  person  who,  as an  officer or  representative  of the
Purchaser,  signed the Purchase Agreement and any other document delivered prior
hereto or on the date hereof in  connection  with the purchase  described in the
Purchase  Agreement was, at the  respective  times of such signing and delivery,
and is now, duly elected or  appointed,  qualified and acting as such officer or
representative,  and the signatures of such persons  appearing on such documents
are their genuine signatures.

                Capitalized terms used, but not otherwise defined herein,  shall
have the meanings set forth in the Purchase Agreement.

                IN WITNESS  WHEREOF,  I have hereunto signed my name and affixed
the seal of the Purchaser.

Date:   September 29                                 1998      
Purchaser: Franklin Credit Management Corp.  

By:     /s/Stephen T. Hague                                                   

                       Name : Stephen T. Hague                     
                       Title   : Vice President                           

[SEAL]
I, John T. Devine , the Secretary of Franklin Credit  Management
Corp., a Delaware corporation,  hereby certify that Stephen T. Hague is the duly
elected or appointed,  qualified and acting Vice  President of the Purchaser and
that the signature appearing above is his genuine signature.

                IN WITNESS WHEREOF, I have hereunto assigned my name.

Date:                                                                  By:

Name:                                                  
Title:
EXHIBIT A-1 - Loan Schedule (Omitted)

                Note Number
                Name
                Principal
                Interest Rate
                Interest Accrued
                Purchase Discount

                         The Company  undertakes to promptly  supply the omitted
                         material to the Commission if requested to do so.
Exhibit 10(e)(i)           Term Loan and Security Agreement between
Emerge 64 Corporation (a wholly owned
                                    subsidiary of the Company) and The Citizens
 Banking Company.

                        TERM LOAN AND SECURITY AGREEMENT

         LOAN  AGREEMENT,  dated as of  September  17, 1998,  between  Emerge 64
Corporation,  a New York corporation,  (the "Borrower") and The Citizens Banking
Company (the "Bank").

         The Borrower is the owner of certain  Promissory  Notes  purchased from
the Homegold Financial Inc.,  hereinafter  collectively  called the "Notes") and
being further described and listed in the attached Exhibit "A".

         The  Borrower  has  requested  the Bank to make a loan  evidenced  by a
Promissory  Note in the  principal  amount of Twenty  Six  Million  Two  Hundred
Thirteen   Thousand   Five   Hundred   Three   Dollars  and   Fifty-nine   Cents
($26,213,503.59)  (the  "Note")  together  with  interest at a floating  rate of
Prime,  with an  initial  rate of Eight  and  One-half  Percent  (8  1/2%)  (the
"Loan")."Prime  Rate" shall mean the higher rate of interest as published  daily
in the "Money Rates" Section of The Wall Street Journal, as titled "Prime Rate".
5

         Pursuant  to the terms of this Loan  Agreement,  the Bank is willing to
make the Loan to the Borrower,  upon the pledge of collateral security of, among
other things, (i) an assignment of Borrower's interest in that certain Loan Sale
Agreement (the  "Purchase  Agreement")  assigned to Borrower by Franklin  Credit
Management Corporation on September 17, 1998, the Notes purchased thereunder and
the collateral securing such Notes, such Loan Sale Agreement  originally entered
into by and between Franklin Credit Management  Corporation,  as purchaser,  and
Homegold  Financial  Inc.,  dated  September  17,  1998;  (ii)  a  Hypothecation
Agreement entered into between Bank and Franklin Credit Management  Corporation;
(iii) a Hypothecation Agreement entered into between Bank and Harrison Financial
Corporation;  (iv) a  Hypothecation  Agreement  entered  into  between  Bank and
Harrison First Corporation;  (v) a Hypothecation  Agreement entered into between
Bank and Six Harrison  Corporation (vi) a Hypothecation  Agreement  entered into
between Bank and Harrison Funding Corp.; (vii) a Hypothecation Agreement entered
into  between  Bank  and  Harrison   Financial   Associates,   Inc.;   (viii)  a
Hypothecation  Agreement  entered into between Bank and Greenwich Funding Corp,;
(ix) a  Hypothecation  Agreement  entered into  between  Bank and Beach  Funding
Corp.;  (x) a  Hypothecation  Agreement  entered  into between Bank and Ericsson
Associates,  Inc.; (xi) a Hypothecation  Agreement entered into between Bank and
Greenwich Management Corp.; (xii) a Hypothecation Agreement entered into between
Bank and Greenwich First Corp.;  (xiii) a Hypothecation  Agreement  entered into
between  Bank and  Hudson  Management  Corp.;  (xiv) a  Hypothecation  Agreement
entered into between Bank; Tribeca Funding Corp.; (xv) a Hypothecation Agreement
entered  into  between Bank and Jackson  Union 28 Corp.;  (xvi) a  Hypothecation
Agreement   entered  into  between  Bank  and  Mass  Fed  29  Corp.;   (xvii)  a
Hypothecation  Agreement entered into between Bank and N.Y. Apt. 33 Corporation,
(xviii)  a  Hypothecation  Agreement  entered  into  between  Bank  and  ARK  38
Corporation;  (xix) a  Hypothecation  Agreement  entered  into  between Bank and
Kearny 39 Corp.;  (xx) a Hypothecation  Agreement  entered into between Bank and
New Haven 40 Corporation;  (xxi) a Hypothecation  Agreement entered into between
Bank and North Fork 41 Corp.;  (xxii) a  Hypothecation  Agreement  entered  into
between Bank and Norwich 42 Corp.;  (xxiii) a  Hypothecation  Agreement  entered
into between Bank and St. Pete 43 Corporation;  (xxiv) a Hypothecation Agreement
entered into between Bank and Fort Granite 44 Corporation; (xxv) a Hypothecation
Agreement  entered  into  between  Bank  and  Jersey  45  Corporation;  (xxvi) a
Hypothecation  Agreement  entered into between Bank and Rontex 1617 Corporation;
(xxvii) a  Hypothecation  Agreement  entered  into  between  Bank and Shelton 46
Corporation;  (xxviii) a Hypothecation  Agreement  entered into between Bank and
CAPT 47 Corporation;  (xxix) a Hypothecation Agreement entered into between Bank
and  Garfield 48  Corporation;  (xxx) a  Hypothecation  Agreement  entered  into
between  Bank and  Calsecond 49  Corporation  (xxxi) a  Hypothecation  Agreement
entered into between Bank and Newport 50  Corporation;  (xxxii) a  Hypothecation
Agreement  entered  into  between  Bank  and  DAPT 51  Corporation;  (xxxiii)  a
Hypothecation  Agreement entered into between Bank and New Haven 53 Corporation;
(xxxiv) a  Hypothecation  Agreement  entered  into  between  Bank and  Island 52
Corporation;  (xxxv) a  Hypothecation  Agreement  entered  into between Bank and
Madison 54 Corporation;  (xxxvi) a Hypothecation  Agreement entered into between
Bank and Branford 55  Corporation;  (xxxvii) a Hypothecation  Agreement  entered
into between Bank and Coast 56 Corporation;  (xxxviii) a Hypothecation Agreement
entered into between Bank and Home Fed 57  Corporation;  (xxxix) a Hypothecation
Agreement  entered  into  between  Bank and New Haven 58  Corporation;  (xxxx) a
Hypothecation  Agreement  entered  into  between  Bank and Rapid Point 60 Corp.;
(xxxxi) a Hypothecation  Agreement entered into between Bank and Kearny 61 Corp;
(xxxxii) a Hypothecation Agreement entered into between Bank and Coast 62 Corp.,
and (xxxxiii) a Hypothecation  Agreement entered into between Bank and New Haven
63  Corporation,   referred  to  herein  individually  or  collectively  as  the
"Collateral")  (all  documents  executed  in  connection  with the Loan shall be
herein referred to collectively as the "Documents").

         NOW, THEREFORE, the parties hereby agree as follows:

         1.  Loan.  Upon the terms and  conditions  set forth  herein,  the Bank
agrees to make on or about  September  17, 1998 the Loan to the  Borrower  which
shall be evidenced by and paid in  accordance  with the terms and  provisions of
the Note of the Borrower payable to Bank in the form of Exhibit B annexed hereto
with the blanks  appropriately  completed.  Nothing  contained  herein  shall be
deemed to alter or diminish the Borrower's absolute and unconditional obligation
to make the payments to the Bank required under the terms of the Note.

         2. Place of Payments. Payment of principal, interest and other sums due
or to become due with respect to the Loan and all the  Obligations  (hereinafter
defined)  are to be made at the office of the Bank  referred to herein,  or such
other place as the Bank shall  designate to the  Borrower in writing,  in lawful
money of the United States of America and in immediately available funds.

             It is further  understood  that all  payments to be received by the
Borrower on the Notes shall be mailed directly to the following addresses:

                  Emerge 64 Corporation
                  P.O. Box 159
                  Salineville, OH 43945
18

             Each account will then be  deposited  directly to Checking  Account
No.  . The  daily  collected  balance  from  this  account  will be  applied  as
hereinafter set forth.

         3.  Application  of  Note  Payments.  So long as no  Event  of  Default
(hereinafter  defined)  or  event  which,  with  notice,  lapse  of  time or the
happening of any further  condition,  event or act would  constitute an Event of
Default ("Default"),  shall have occurred and be continuing,  each payment of an
installment  due  under the  Loan,  received  by the Bank  shall be  applied  as
follows:
         a.       Interest
         b.       Principal
         c.       Escrow
         d.       All  remaining  funds from the  collateral  payments  shall 
be
                  placed into a cash deposit  account and pooled with funds 
from
                  additional accounts as identified in the attached Exhibit C
         e.       Disbursement  of funds,  if available from such pooled 
 account,  up to $375,000.00  per month to
                  Franklin Credit Management Corporation
         f.       Remaining  funds  in  the  account  to be  applied  as  
additional  principal  curtailments  on a
                  contributory basis per loan transaction for the funds 

remaining in said account
                           Additionally,   the  Loan  shall  be  reviewed  on  
a
                  quarterly  basis and if, in the sole  discretion  of Citizens,
                  there has been a  substantial  reduction  in the  principal 
on
                  said  Loan,  then  said  Loan  shall be  reamortized  over the
                  remainder of the twenty year amortization period to reduce the
                  required  monthly  payment.  If such reduction  occurs,  there
                  shall  be  a  loan  modification  prepared,  executed  by  the
                  parties, and attached to the applicable Documents.

         4.  Attorney-in-Fact.

                  (a) The Borrower  hereby  authorizes  the Bank to do every act
and  thing  in the name of the  Borrower  or the  Bank  which  the Bank may deem
advisable  to enforce  the terms of the Notes or  Collateral,  and the  Borrower
hereby  irrevocably  appoints the Bank its true and lawful attorney,  with full,
irrevocable  power and authority in the name of the Borrower and with full power
of substitution and revocation,  to demand,  enforce,  collect,  receive, give a
receipt  for and give  releases  for any  monies  due or to become  due under or
arising out of the Notes, or Collateral, or any policy of insurance or indemnity
relating to the Notes,  to endorse all checks and other  instruments,  and to do
and take all such other actions  relating to the Notes, or to file any claims or
institute any proceedings for the foregoing, which the Bank deems necessary.

                  The  Borrower  hereby  ratifies all that said  attorney  shall
lawfully  do or cause to be done by virtue  hereof.  This power of attorney is a
power coupled with an interest and shall be irrevocable.
(b) The powers  conferred on the Bank  hereunder are solely to
protect its interest in the  Collateral and shall not impose any duty upon it to
exercise any such powers. The Bank shall be accountable only for amounts that it
actually  receives as a result of the exercise of such powers and neither it nor
any of its officers, directors,  employees or agents shall be responsible to the
Borrower for any act or failure to act,  except for the Bank's gross  negligence
or wilful misconduct.

         5.  Conditions of the Loan. The obligation of the Bank to make the Loan
is subject to the satisfaction of the following  conditions  either precedent to
or  concurrently  with the date on which the Bank  makes the Loan (the  "Closing
Date"):

                  (a) There shall have  occurred no material  adverse  change in
the business or the  financial  condition of the Borrower  since the date of the
most recent audited financial statements furnished to Bank.

                  (b)  All  acts,  conditions  and  things  (including,  without
limitation,  the obtaining of any necessary  regulatory approvals and the making
of any required  filings,  recordings or  registrations)  required to be done or
performed or to have happened prior to the execution,  delivery and  performance
of this Loan  Agreement,  and the Note shall have been done and performed to the
satisfaction of the Bank and its legal counsel.

                  (c) The Bank shall have received certified copies satisfactory
to it of all of the corporate  documents and  proceedings  taken by the Borrower
authorizing  and approving the execution,  delivery and performance of this Loan
Agreement, the Loan and all other Documents.

                  (d) The Bank shall have  received an opinion of counsel to the
Borrower,  dated the Closing  Date,  satisfactory  in form and  substance to the
Bank.

                  (e) The Note shall have been duly  executed  and  delivered to
the Bank.

                  (f) The Bank shall have  received a copy of the  assignment of
the Purchase Agreement to Borrower.

                  (g) There  shall be executed  and  delivered  to the Bank,  an
assignment under which the Borrower  assigns to the Bank Borrower's  interest in
the Notes,  the Purchase  Agreement  and  Borrower's  interest in any  documents
evidencing  any  interest  the  Borrower  may have in the Notes,  including  the
Collateral for the Notes.

                  (h) The Bank shall have received the Notes endorsed to Bank.

                  (i) The  representations,  warranties and agreements set forth
in this Loan  Agreement  shall be true and correct as of the Closing Date and no
Default or Event of Default shall exist on the Closing Date.
(j) All  legal  matters  incident  to the  transaction  herein
contemplated shall be satisfactory to designated counsel to the Bank.

                  (k) All  other  documents  reasonably  required  by the  Bank,
on/or, subsequent to the Closing Date, by the Bank shall have been received.

                  (l)  Borrower  shall  provide  to  Bank a  Power  of  Attorney
granting  unto  Bank the right to  complete  mortgage  assignments  or any other
applicable assignments of the collateral which secures the Notes.
(m)  The  Bank   shall  have   received   the   following:   a
Hypothecation Agreement entered into between Bank and Franklin Credit Management
Corporation;  a Hypothecation  Agreement  entered into between Bank and Harrison
Financial Corporation;  a Hypothecation  Agreement entered into between Bank and
Harrison First Corporation;  a Hypothecation Agreement entered into between Bank
and Six Harrison Corporation a Hypothecation Agreement entered into between Bank
and Harrison Funding Corp.; a Hypothecation  Agreement entered into between Bank
and Harrison Financial Associates,  Inc.; a Hypothecation Agreement entered into
between Bank and Greenwich Funding Corp,; a Hypothecation Agreement entered into
between Bank and Beach Funding Corp.;  a  Hypothecation  Agreement  entered into
between Bank and Ericsson  Associates,  Inc.; a Hypothecation  Agreement entered
into between Bank and Greenwich  Management  Corp.;  a  Hypothecation  Agreement
entered into between Bank and Greenwich First Corp.; a  Hypothecation  Agreement
entered into between Bank and Hudson Management Corp.; a Hypothecation Agreement
entered into between Bank;  Tribeca  Funding  Corp.; a  Hypothecation  Agreement
entered into between Bank and Jackson Union 28 Corp.; a Hypothecation  Agreement
entered  into  between  Bank and Mass Fed 29 Corp.;  a  Hypothecation  Agreement
entered  into  between  Bank and  N.Y.  Apt.  33  Corporation,  a  Hypothecation
Agreement  entered  into between Bank and ARK 38  Corporation;  a  Hypothecation
Agreement  entered  into  between  Bank and  Kearny  39 Corp.;  a  Hypothecation
Agreement   entered  into  between  Bank  and  New  Haven  40   Corporation;   a
Hypothecation  Agreement  entered into  between Bank and North Fork 41 Corp.;  a
Hypothecation  Agreement  entered  into  between  Bank and  Norwich 42 Corp.;  a
Hypothecation Agreement entered into between Bank and St. Pete 43 Corporation; a
Hypothecation   Agreement   entered  into  between  Bank  and  Fort  Granite  44
Corporation;  a Hypothecation  Agreement entered into between Bank and Jersey 45
Corporation; a Hypothecation Agreement entered into between Bank and Rontex 1617
Corporation;  a Hypothecation Agreement entered into between Bank and Shelton 46
Corporation;  a  Hypothecation  Agreement  entered into between Bank and CAPT 47
Corporation; a Hypothecation Agreement entered into between Bank and Garfield 48
Corporation;  a Hypothecation  Agreement entered into between Bank and Calsecond
49 Corporation;  a Hypothecation Agreement entered into between Bank and Newport
50 Corporation;  a Hypothecation Agreement entered into between Bank and DAPT 51
Corporation;  a Hypothecation  Agreement entered into between Bank and New Haven
53 Corporation;  a Hypothecation  Agreement entered into between Bank and Island
52 Corporation ; a Hypothecation Agreement entered into between Bank and Madison
54 Corporation; a Hypothecation Agreement entered into between Bank and Branford
55 Corporation; a Hypothecation Agreement entered into between Bank and Coast 56
Corporation; a Hypothecation Agreement entered into between Bank and Home Fed 57
Corporation;  a Hypothecation  Agreement entered into between Bank and New Haven
58 Corporation;  a Hypothecation  Agreement  entered into between Bank and Rapid
Point 60 Corp.; a Hypothecation  Agreement  entered into between Bank and Kearny
61 Corp.;  a  Hypothecation  Agreement  entered  into  between Bank and Coast 62
Corp.; and a Hypothecation  Agreement entered into between Bank and New Haven 63
Corporation.

         6.  Assignments,  Encumbrances  and Transfers.  The Borrower shall not,
without the prior written consent of the Bank, assign, convey,  transfer,  sell,
exchange,  lease or otherwise dispose of any of its right, title or interest in,
to or under this Loan Agreement, the Notes or any of the Collateral,  or create,
incur or suffer  to exist  any lien,  charge,  mortgage,  security  interest  or
encumbrance  upon any of the Collateral  (except the security  interests and the
assignments created or effected by this Loan Agreement).

             Provided,  however,  the parties  hereto  agree that  although  the
Borrower  shall be the record holder and owner of the Notes,  it shall submit to
the Bank the  original  of said  Notes,  and  pursuant  to the Power of Attorney
granted  herein by the  Borrower  in favor of Bank,  the Bank may take  steps as
necessary to protect its interest.

         7.  Representations and Warranties.  The Borrower represents and\
warrants that:

                  (a) The Borrower (i) is a corporation duly organized,  validly
existing and in good  standing  under the laws of the State of New York (ii) has
the power and  authority  to purchase and hold or own the Notes and carry on its
business  as now being  conducted,  (iii) is  qualified  to do business in every
jurisdiction  where such  qualification  is necessary  and (iv) has the power to
execute,  deliver and perform  this Loan  Agreement,  and the Note and to borrow
under this Loan Agreement, and to pledge the Collateral as hereunder described.

                  (b) The  execution,  delivery  and  performance  of this  Loan
Agreement,  the Note and the borrowing  under this Loan  Agreement (i) have been
duly authorized by all requisite  action on the part of the Borrower,  (ii) will
not  violate any  provision  of law,  any order of any court or other  agency of
government  or the charter or by-laws (or similar  documents) of the Borrower or
any indenture,  agreement or other  instrument to which the Borrower is a party,
or by which it or any of its property is bound,  or be in conflict with,  result
in a  breach  of or  constitute  (with  due  notice  or lapse of time or both) a
default under, any such indenture,  agreement or other instrument,  and (iii) do
not require the consent or approval of any  federal,  state,  municipal or other
governmental department,  board, bureau, agency or instrumentality,  domestic or
foreign.

                  (c) This Loan Agreement, the Note and the other Documents have
each been duly  executed by the Borrower  and  constitute  the legal,  valid and
binding obligations of the Borrower enforceable in accordance with their terms.
(d) As of the  date  hereof,  the  Borrower  is not  insolvent
within the meaning of applicable State or Federal law.

                  (e)   No    litigation,    arbitration,    investigation    or
administrative proceedings of or before any court, tribunal or governmental body
is presently pending or threatened against the Borrower, or against its property
which,  if adversely  determined,  would have a material  adverse  effect on its
business, assets or financial condition.

                  (f) The Borrower has good,  valid and marketable  title to the
Notes, free and clear of all liens,  claims and encumbrances to the Notes except
for the  liens,  claims  and  encumbrances  of the Bank  pursuant  to this  Loan
Agreement,  and no financing  statements or mortgages  securing repayment of the
Notes  other  than those  naming  the Bank as  secured  party are on file in any
public office.

                  (g) The  Borrower  has the  power  and  authority  to and does
hereby convey to the Bank a valid and  continuing  first  security  interest and
lien in and upon the Notes,  as  evidenced  by the  assignment  of the Notes and
Collateral.

                  (h)  The  Borrower  is not an  Investment  Company  under  the
Investment Company Act of 1940.

                  (i) The Borrower's  chief executive  office is located at 6 
Harrison  Street,  New York, New York
10013.

                  (j) All  other  documents  reasonably  requested  by the Bank,
on/or, subsequent to the Closing Date, shall be submitted to Bank.

                  (k) The  Borrower has not entered  into any  understanding  or
agreement  (oral  or  in  writing)  relating  to  the  Notes,  the  transactions
contemplated  thereby,  or any of the transactions  contemplated or permitted by
this Loan Agreement, with any person or entity, other than the Bank.

         (l) Borrower warrants that the Loan is made pursuant and subject to the
terms of that certain  Agreement dated March 20, 1997,  between  Franklin Credit
Management  Corporation and Bank (the  "Agreement")  and that the Loan once made
shall be included as an Exhibit C loan (as  identified on the  Agreement) and be
subject to the terms and conditions of said Agreement,  a copy of said Agreement
is attached hereto as Exhibit and made a part hereof.

         8. Borrower's Covenants.  The Borrower covenants and agrees as follows:
(a) The Borrower will promptly give written notice to the Bank
of (i) the  occurrence  of any  Default  or  Event  of  Default  of which it has
knowledge,  (ii) the occurrence of any loss respecting the Notes of which it has
knowledge,  (iii) the  commencement,  threat of which the Borrower has knowledge
of, any material  litigation or other proceedings  affecting the Borrower or the
Collateral  or  that  might  materially   interfere  with  the  normal  business
operations of the Borrower.

                  (b) The  Borrower  will (i) duly  observe  and  conform to all
valid requirements of governmental  authorities  necessary to the performance of
its obligations  under this Loan Agreement,  including the payment of all sales,
use,  property  or other  tax,  license,  toll,  inspection  or other  fee,  and
obtaining any bond, permit or certificate, (ii) maintain its corporate existence
and obtain and keep in full force and effect all  rights,  franchises,  licenses
and permits which are necessary to the proper  conduct of its business and (iii)
obtain  or cause to be  obtained  as  promptly  as  possible  any  governmental,
administrative or agency approval and make any filing or registration  therewith
which shall be required with respect to the performance of its obligations under
this Loan Agreement and all of the Documents.

                  (c) The Borrower  will duly observe and perform all  covenants
and obligations to be performed by it under the Documents.

                  (d) The Borrower will  promptly,  at any time and from time to
time,  at its  sole  expense,  execute  and  deliver  to the Bank  such  further
instruments and documents,  and take such further  action,  as the Bank may from
time to time reasonably  request in order to carry out the intent and purpose of
this Loan Agreement and all of the  Documents,  and to establish and protect the
rights,  interests and remedies created,  or intended to be created, in favor of
the Bank hereby and  thereby,  including,  without  limitation,  the  execution,
delivery, recordation and filing of financing statements continuation statements
or mortgage  assignments  with  respect to the  Collateral.  With respect to the
Collateral,  the Borrower  hereby  authorizes  the Bank, in such  jurisdictions,
where  such  action is  authorized  or  permitted  by law,  to  effect  any such
recordation  or filing  without the  signature of the  Borrower  thereto and the
Bank's  expenses with respect thereto shall be payable by the Borrower on demand
and Bank shall provide copies of such filings to the Borrower. The Borrower will
pay, or reimburse the Bank for, any and all fees, costs and expenses of whatever
kind or nature  incurred  in  connection  with the  creation,  preservation  and
protection  of the  Bank's  security  interests  in the  Collateral,  including,
without  limitation,  all fees and taxes in  connection  with the  recording  or
filing of instruments and documents in public  offices,  payment or discharge of
any taxes or liens,  charges or encumbrances of any nature upon or in respect of
the  Collateral,  premiums for insurance  with respect to the Collateral and all
other fees,  costs and expenses in connection  with  protecting,  maintaining or
preserving the  Collateral and the Bank's  interests  therein,  whether  through
judicial  proceedings or otherwise,  or in defending or prosecuting any actions,
suits or proceedings arising out of or relating to the Collateral;  and all such
amounts  that are paid by the Bank  shall,  until  reimbursed  by the  Borrower,
constitute further obligation of the Borrower secured by the Collateral.

                  (e) The  Borrower  will not create,  assume or suffer to exist
any lien,  claim,  charge or encumbrance of any kind upon any of the Collateral,
of or by any individual (or association of individuals),  entity or governmental
instrumentality, claimed or asserted against, through or under the Borrower.
(f) The Borrower will not change its chief executive office or
remove its books and records  concerning the Collateral from the address herein,
unless it shall have given at least 30 days' prior written notice of such change
or removal to the Bank, specifying the new address or addresses.

                  (g) Without  limiting the  generality  of any other  provision
hereof, the Borrower shall indemnify,  protect,  save and keep harmless the Bank
from and against any  reduction in the amount  payable out of the  Collateral to
the Bank, or any other loss, cost or expense  (including legal fees) incurred by
the  Bank,  as the  result  of the  Borrower's  breach  of  clause  (e) of  this
paragraph.

         9. Indemnity.

                  (a) The Borrower  hereby agrees to indemnify and hold the Bank
harmless from and against all costs, claims and expenses,  including  reasonable
attorney's fees incurred in connection with the performance of the Bank's duties
or in enforcing its rights hereunder or under any of the Documents. The Bank may
rely upon and shall be  protected in acting or  refraining  from acting upon any
written notice, instruction or request furnished to it hereunder and believed by
it to be genuine and to have been signed by the proper party or parties.

                  (b)  With  respect  to any  payments  received  by the Bank on
behalf of the Borrower, the Borrower hereby acknowledges that the Bank is acting
solely as a collection agent at the Borrower's  request and for its convenience;
that the Bank  shall not be  deemed to be the agent of any other  party and that
the Bank shall not be liable to any other party hereto or to any third party for
any act of  omission  on its  part  unless  arising  from bad  faith  or  wilful
misconduct.

                  (c) The Borrower  agrees to pay when due, and to indemnify and
hold the Bank  harmless  from,  all license,  filing and  registration  fees and
assessments,  and all sales, use,  property,  excise and other taxes and charges
(other than those measured by the Bank's net income) now or hereafter imposed by
any governmental body or agency upon or with respect to this Loan Agreement, the
Loan, or the creation and continued perfection of the security interests created
hereby, and any of the Collateral.

                  (d) The  indemnities set forth in this paragraph shall survive
the  expiration or earlier  termination  of this Loan  Agreement with respect to
acts or events occurring or alleged to have occurred prior to such expiration or
earlier termination.

         10. Default.  If any one or more of the following events (herein 
called "Events of Default") shall occur:

                  (a)  default in the  payment of any  installment  of 
 principal  or  interest  when due under the
Note; or
(b) default by the Borrower in the  observance or  performance
of any other  agreement  hereunder or under any  agreement or document  given to
evidence or secure the Loan and such default  shall  continue for a period of 30
days.  The  Bank  agrees  to give  Borrower  notice  of such  default  within  a
reasonable  time,  but in no event shall failure by the Bank to give such notice
constitute a waiver of the Bank's right or a release of  Borrower's  obligations
hereunder or under such agreement or document; or

                  (c) if any  warranty or  representation  or  statement  of any
material  fact  made by the  Borrower  in  connection  with  the  Loan,  whether
contained in any related  document,  this Loan  Agreement or any  certificate or
other related document delivered to the Bank in connection herewith proves to be
untrue in any material respect; or

                  (d) the Borrower shall file a petition,  answer or consent for
relief under Title 11 of the United States Code, as now constituted or hereafter
amended,  or any  other  applicable  federal  or state  bankruptcy  law or other
similar law, or consent to the  institution of proceedings  thereunder or to the
filing of any such petition or to the  appointment of or taking  possession by a
receiver,  liquidator,  assignee, trustee, custodian, fiscal agent, sequestrator
(or other similar  official) of the Borrower or of any  substantial  part of its
property,  or if the  Borrower  fails  generally to pay any of its debts as they
become due, or if  corporate  action shall be taken for the purpose of effecting
any of the foregoing; or

                  (e) an  order  or  decree  shall be  entered  by any  court of
competent  jurisdiction  approving  a  petition  for  relief in  respect  of the
Borrower  or of all or a  substantial  part  of its  assets,  providing  for the
appointing  of a receiver,  liquidator,  assignee,  trustee,  custodian , fiscal
agent or sequestrator (or similar  official) of the Borrower or of a substantial
part of its property or ordering the  winding-up,  dissolution or liquidation of
its affairs,  and such order or decree shall continue unstayed and in effect for
a period of 60 days; or

                  (f) Franklin Credit Management Corporation shall materially
 breach the Agreement;
THEN, if such Event of Default has  occurred,  the Note (with  interest  accrued
thereon),  and all  other  amounts  then  owing by the  Borrower  hereunder  and
pursuant  to  other  loans  and  advances  made  by the  Bank  to  the  Borrower
collateralized by the Notes shall become and be immediately due and payable, all
without presentment,  demand, protest or notice of any kind; and, in the case of
any other Event of Default, the Bank may declare the Note (with interest accrued
thereon), and all other amounts then owing by the Borrower  collateralized by an
assignment of the Notes, to be due and payable,  whereupon the same shall become
and be immediately due and payable, all without presentment,  demand, protest or
notice of any kind; and, in addition to all other rights and remedies granted to
the  Bank in this  Loan  Agreement  and in any  other  instrument  or  agreement
securing,  evidencing or relating to the Note or Notes,  the Bank may pursue all
of the rights and remedies  with respect to the  Collateral  of a secured  party
under  the  Uniform  Commercial  Code or other  applicable  law and or all right
provided herein, or in any other applicable  security or loan agreement,  all of
which rights and  remedies,  to the full extent  permitted by the law,  shall be
cumulative.  Without  limiting the  generality  of the  foregoing,  the Borrower
agrees that in any such event, the Bank,  without demand of performance or other
demand,  advertisement  or notice of any kind (except the notice specified below
of time and place of  public or  private  sale) to or upon the  Borrower  or any
person (all and each of which demands,  advertisements and/or notices are hereby
expressly waived), may forthwith collect, receive,  appropriate and realize upon
the Collateral,  or any part thereof,  and/or may forthwith sell, lease, assign,
give  options or options to  purchase  or  otherwise  dispose of and deliver the
Collateral  (or contract to do so), or any part thereof,  in one or more parcels
at public or private sale or sales,  at any exchange or broker's board or at any
of the Bank's offices or elsewhere at Bank, such prices as it may deem best, for
cash,  credit or for future delivery without  assumption of any credit risk. The
Bank  shall  have the right upon any such  public  sale or sales,  to the extent
permitted by law, to purchase the whole or any part of the  Collateral  so sold,
free of any right or equity of redemption in the Borrower, which right or equity
is hereby  expressly  released.  The  Borrower  further  agrees,  at the  Bank's
request,  to assemble  the  Collateral,  make it available to the Bank at places
which the Bank shall reasonably  select,  whether at the Borrower's  premises or
elsewhere.  The Bank  shall  apply  the net  proceeds  of any  such  collection,
recovery,  receipt,  appropriation,  realization  or sale (after  deducting  all
reasonable  costs and expenses of every kind  incurred  therein or incidental to
the care, safekeeping or otherwise of any or all of the Collateral or in any way
relating to the rights of the Bank hereunder,  including  reasonable  attorney's
fees and legal  expenses) to the payment in whole or in part of the Loan in such
order as the Bank may elect and only after so  applying  such net  proceeds  and
after the payment of the Bank of any other amount  required by any  provision of
law need the Bank  account  for the  surplus,  if any, to the  Borrower.  To the
extent permitted by applicable law, the Borrower waives all claims, damages, and
demands against the Bank arising out of the  repossession,  retention or sale of
the Collateral provided and to the extent that such claims,  damages and demands
do not result from the gross negligence or wilful  misconduct of the Bank or its
agents.  The  Borrower  agrees  that the Bank  need not give  more than 30 days'
notice  (which  notification  shall be deemed  given when mailed by an overnight
delivery service, postage prepaid,  addressed to the Borrower at its address set
forth  herein)  of the time and place of any  public  sale or of the time  after
which a  private  sale may  take  place  and  that  such  notice  is  reasonable
notification of such matters.

         11. Notices: All notices and other communications hereunder shall be in
writing and shall be deemed  given when  delivered  in person or by a nationally
recognized overnight courier service, or three (3) days after being deposited in
the United States Mail,  first class,  registered or certified,  return  receipt
requested,  with postage  prepaid and  addressed to the parties at the following
addresses  (or at such other  address for a party as shall be  specified by like
notice):

         The Borrower:
                  6 Harrison Street
                  New York, New York 10013

         The Bank:
P.O. Box 159
                  Salineville, OH 43945

         With a copy to:
                  Rick L. Hull
                  Hull Law Office
                  66 East Main Street
                  Salineville, OH 43945

         12. Receipt of Funds by Borrower. Should the Borrower,  notwithstanding
the  grant  to the  Bank of a first  priority  security  interest  in and to the
Collateral  at any time while any of the Loan  remain  unsatisfied,  receive any
amount representing funds due, or proceeds of, any of the Collateral,  such sums
shall be held by the Borrower in trust for the Bank,  shall be  segregated  from
other funds of the Borrower,  and shall be  immediately  paid by the Borrower to
the Bank in the  form so  received,  together  with  any  necessary  endorsement
thereon.

         13.  Lien;  Setoff by Bank.  The Borrower  hereby  grants to the Bank a
continuing lien for any and all present and future  indebtedness and obligations
of the  Borrower  to the Bank  upon any and all  monies,  securities  and  other
property of the Borrower,  and the proceeds  thereof,  now or hereafter  held or
received  by, or in transit to, the Bank from or for the  Borrower,  whether for
safekeeping,  custody, pledge,  transmission,  collection or otherwise, and also
upon any and all deposits (general or special) and credits of the Borrower with,
and any and all claims of the Borrower against,  the Bank, at any time existing.
Upon the occurrence of an Event of Default, the Bank is hereby authorized at any
time  and  from  time to  time,  without  notice  to the  Borrower,  to  setoff,
appropriate  and  apply  any or all  items  hereinabove  referred  to which  are
property of the Borrower  against the  Borrower's  outstanding  obligation  plus
interest accrued thereon.

         14. Payment of Expenses and Taxes; Performance by Bank of Borrower's
 Obligations.
(a) The  Borrower  agrees,  whether  or not  the  transactions
contemplated by this Loan Agreement, shall be consummated, to pay (i) a merchant
banking fee in the sum of $262,135.04, which fee is hereby incorporated into the
principal  amount  of the  Loan,  (ii) all  costs  and  expenses  of the Bank in
connection  with the  negotiation,  preparation,  execution and delivery of this
Loan Agreement,  and the other documents  relating  hereto,  including,  without
limitation, the reasonable fees and disbursements of counsel to the Bank (not to
exceed  $6,000.00),  (iii) all fees and taxes in  connection  with the filing or
recording of this Loan  Agreement or any other  document or instrument  required
hereby (including,  without limitation,  the filing of financing  statements and
(iv) all costs and expenses of the Bank in connection  with the  enforcement  of
this Loan  Agreement and the Loan,  including  all legal fees and  disbursements
arising  in  connection  therewith.  The  Borrower  also  agrees to pay,  and to
indemnify  and save the  Bank  harmless  from any  delay in  paying  all  taxes,
including  without  limitation,  sales,  use, stamp and personal  property taxes
(other than any corporate income, capital, franchise or similar taxes payable by
the Bank with respect to the payments made to the Bank  hereunder or thereunder)
and all  license,  filing,  and  registration  fees and  assessments  and  other
charges,  if any, which may be payable or determined to be payable in connection
with the execution,  delivery and performance of this Loan Agreement or the Note
or any modification thereof.

                  (b) If the Borrower fails to perform or comply with any of its
agreements  contained  herein and the Bank shall  itself  perform or comply,  or
otherwise cause  performance or compliance with such agreement,  the expenses of
the Bank incurred in connection  with such  performance or compliance,  together
with interest  thereon at the rate provided for in the Note, shall be payable by
the Borrower to the Bank on demand and until such payment,  shall  constitute an
obligation secured by the Collateral.

         15.  Litigation.  Borrower  agrees that,  upon written  notice from the
Bank, the Borrower will permit the Bank to bring any claims or suits against any
party to this or any of the Documents,  in the Borrower's name, and with respect
thereto,  the Bank agrees to hold  harmless  from and indemnify the Borrower for
any liabilities  arising from or under such claims or suits which arise from the
Bank's gross negligence or wilful  misconduct.  The Bank shall keep the Borrower
reasonably informed as to the progress and status of such claims or suits.

         16. Submission to Jurisdiction. The parties agree to irrevocably submit
to the  jurisdiction  of the federal and state courts of the State of Ohio,  and
hereby waive any objections which they might have now or hereafter to the laying
of venue for any suit,  action or  proceeding  based upon or arising out of this
Loan Agreement, the Notes or the Documents in any such court.

         17. No Waiver,  Cumulative  Remedies.  No failure to  exercise,  and no
delay in  exercising  on the part of the Bank,  any  right,  power or  privilege
hereunder or under the Note or under any of the other Documents shall operate as
a waiver thereof;  nor shall any single or partial  exercise of any other right,
power or  privilege  hereunder  or  thereunder  preclude  any  other or  further
exercise hereof or thereof or the exercise of any right, power or privilege. The
rights and remedies of the Bank  hereunder  and under the Note or the  Documents
are cumulative and not exclusive of any rights or remedies  provided by law, and
all such rights and remedies may be exercised singly or concurrently.

         18.  Survival of Agreement,  etc. All agreements,  representations  and
warranties  made herein,  in the Note,  the  Documents  and in any  certificate,
financial or other  statement  furnished at any time under or in connection with
Loan  Agreement,  shall  survive the  delivery of the Note and the making of the
Loan hereunder.

         19. Modifications,  etc. Neither this Loan Agreement,  the Note nor any
provision of the  Documents  may be changed,  waived,  discharged  or terminated
orally, but only by an instrument in writing signed by both parties.
20. Construction.  This Loan Agreement, the Note, and Documents and the
rights  and  obligations  of the  parties  hereunder  and  thereunder,  shall be
construed  and  interpreted  in  accordance  with the laws of the State of Ohio,
without giving effect to principles of conflict of laws.

         21.  Successors.  This Loan Agreement,  the Note and Documents shall be
binding  upon and inure to the  benefit of the  Borrower  and the Bank and their
respective successors and assigns.

         22.  Entire  Agreement.  This Loan  Agreement  constitutes  the  entire
agreement  between the parties hereto with respect to the subject matter hereof,
and all prior discussions, understandings,  arrangements and agreements relating
thereto are merged herein.

         23. Partial Invalidity. If any provision of this Loan Agreement is held
to be invalid or unenforceable,  such invalidity or  unenforceability  shall not
invalidate  this Loan  Agreement as a whole,  but this Loan  Agreement  shall be
construed as though it did not contain the  particular  provision or  provisions
held to be  invalid or  unenforceable  and the  rights  and  obligations  of the
parties shall be construed and enforced only to the extent as shall be permitted
by law.

         IN WITNESS  WHEREOF,  the parties have caused this Loan Agreement to be
duly executed and delivered as of the day and year first above written.

                             Borrower:        Emerge 64 Corporation
                                                    A New York Corporation
                                                     /s/Stephen T. Hague

By:      Stephen T. Hague
                                 Vice President

                               Bank:            The Citizens Banking Company

                                                  /s/Frank W. Layman

By:      Frank W. Layman
                                 Vice President
PROMISSORY NOTE

                                             $26,213,503.59
                               New York, New York
                               September 17, 1998

         FOR VALUE RECEIVED, Emerge 64 Corporation, a New York corporation, (the
"Borrower"), hereby unconditionally promises to pay to the order of The Citizens
Banking Company (the "Bank"), at P.O. Box 159 , Salineville, Ohio 43945, the sum
of Twenty Six Million Two Hundred  Thirteen  Thousand Five Hundred Three Dollars
and Fifty-nine Cents ($26,213,503.59)  together with interest on any outstanding
principal balance at a floating rate of Prime, with an initial rate of Eight and
One-half Percent (8 1/2%).

         This Note shall be for a term of Thirty Six (36) months, amortized over
a term of Two Hundred Forty (240)  months,  providing for interest only payments
for the first six (6) months of the loan  beginning  October 1, 1998.  Beginning
with the payment due April 1, 1999, there shall be monthly principal payments of
One Hundred  Fourteen  Thousand Seven Hundred Ninety One Dollars and Sixty-seven
Cents ($109,222.93), plus interest as billed monthly until maturity.

         The interest rate charged  herein shall be adjusted  monthly as changes
in the Prime Rate occurs. "Prime Rate" shall mean the higher rate of interest as
published  daily in the "Money  Rates"  Section of The Wall Street  Journal,  as
titled "Prime Rate".

         Amounts  payable on this Note are payable in lawful money of the United
States of America in immediately  available funds at the offices of the Bank and
in good and available  funds, or at such other address as the holder of the Note
may designate in writing.

         If this Note or any  installment  hereof  becomes  due and payable on a
Saturday,  Sunday or public holiday under the laws of the State of Ohio, the due
date thereof shall be extended to the next succeeding full business day.

         This  Note is the  Note  referred  to in the  Term  Loan  and  Security
Agreement (the "Loan  Agreement"),  dated the date hereof,  between the Borrower
and the  Bank,  and is  entitled  to the  benefits  thereof  and is  subject  to
mandatory payment in whole or in part as provided therein and is further subject
to the terms of that certain  Agreement  executed by Franklin Credit  Management
Corporation  and Bank on March 20, 1997, a copy of which is attached  hereto and
made a part hereof.

         This Note is secured by certain  collateral as more fully described and
provided in the Loan Agreement.

         Upon  the  occurrence  of any  one or  more of the  Events  of  Default
specified in the Loan Agreement,  all amounts then remaining unpaid on this Note
may be  declared  to be  immediately  due and  payable as  provided  in the Loan
Agreement.
Promissory Note
Page 2
September 17, 1998

         Prepayment of this Loan is subject to the terms as more fully  outlined
in the Agreement referred to above.

         This Note shall be  construed  in  accordance  with and governed by the
laws of the  State of Ohio  without  giving  effect  to the  principles  thereof
relating to the conflict of laws. For any dispute  arising under this Note or in
connection  herewith,  the Borrower hereby irrevocably  submits to, consents to,
and waives any objection to, the jurisdiction of the courts of the State of Ohio
or the United States Courts for the Northern  District of Ohio. Trial by jury is
waived by the Borrower for collection hereof.

         It is the intention of the parties  hereto to comply  strictly with the
usury laws of the State of Ohio and  applicable  Federal law;  therefore,  it is
agreed that  notwithstanding any provision to the contrary in this Note, no such
provision  shall  require  the payment or permit the  collection  of interest in
excess of the maximum amount permitted by law.

                                                     Emerge 64 Corporation
                                                     A New York Corporation

                                                          /s/Stephen T. Hague
By:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
ASSIGNMENT

         The undersigned,  Franklin Credit  Management  Corporation,  a New York
Corporation,  ("Franklin") for good and valuable consideration,  the receipt and
sufficiency of which is hereby acknowledged, hereby irrevocably, absolutely, and
unconditionally,  sells,  assigns,  transfers  and  sets  over  unto  Emerge  64
Corporation  ("Emerge") all the right, title and interest of Franklin in, to and
under the following:

         (1)      All rights of Franklin  created  under that  certain  Purchase
                  Agreement  ("Purchase  Agreement")  entered  into by and among
                  Franklin Credit Management  Corporation and Homegold Financial
                  Inc., dated September 17, 1998.

         (2) All Promissory  Notes  purchased by Franklin  pursuant to the above
referenced Purchase Agreement.

         (3)      All Collateral securing repayment of the Promissory Notes

         Franklin further represents to Emerge as follows:

         a.       All Collateral  Documents and all  signatures  thereon are, to
                  the best of their knowledge, genuine. The Collateral Documents
                  have not been  altered  or  modified  by them or by any  other
                  person or entity.

         b.       It has no actual  notice or knowledge of the  existence of any
                  (i)  pending  claims  (including  fraud  claims),  litigation,
                  offsets  or  other  charges  with  respect  to the  Collateral
                  Documents or (ii) default  under the  Collateral  Documents or
                  any condition which, with notice and/or passage of time, would
                  constitute an event of default under the Collateral Documents.

         This Assignment shall apply to and bind Franklin and its successors and
assigns.

         IN WITNESS WHEREOF, Franklin has executed this Assignment this 17th day
of September, 1998.

                                            Franklin Credit Management 
Corporation
                             A New York Corporation

                                            /s/Stephen T. Hague

BY:      Stephen T. Hague
                                 Vice President
ASSIGNMENT

         The  undersigned,  Emerge  64  Corporation,  a  New  York  Corporation,
("Emerge") for good and valuable  consideration,  the receipt and sufficiency of
which   is   hereby   acknowledged,   hereby   irrevocably,    absolutely,   and
unconditionally,  sells,  assigns,  transfers  and sets over  unto The  Citizens
Banking Company  ("Citizens") all the right, title and interest of Emerge in, to
and under the following:

         (1)      All  rights of  Emerge  created  under  that  assignment  from
                  Franklin Credit  Management  Corporation of its interest under
                  that certain Purchase Agreement ("Purchase Agreement") entered
                  into by and between Franklin Credit Management Corporation and
                  Homegold Financial Inc. September 17, 1998.

         (2) All Promissory  Notes  purchased by Franklin  pursuant to the above
referenced Purchase Agreement.

         (3)      All Collateral for the repayment of the Promissory Notes 
referred to in item 2 herein.

         Emerge further represents to Citizens as follows:

         a.       All Collateral  Documents and all  signatures  thereon are, to
                  the best of their knowledge, genuine. The Collateral Documents
                  have not been  altered  or  modified  by them or by any  other
                  person or entity.

         b.       It has no actual  notice or knowledge of the  existence of any
                  (i)  pending  claims  (including  fraud  claims),  litigation,
                  offsets  or  other  charges  with  respect  to the  Collateral
                  Documents or (ii) default  under the  Collateral  Documents or
                  any condition which, with notice and/or passage of time, would
                  constitute an event of default under the Collateral Documents.

         This  Assignment  shall apply to and bind Emerge and its successors and
assigns.

         IN WITNESS  WHEREOF,  Emerge has executed this Assignment this 17th day
of September, 1998.

                                                        Emerge 64 Corporation
                                                        A New York Corporation

                                                           /s/Stephen T. Hague

By:      Stephen T. Hague
                                                              Vice President
POWER OF ATTORNEY

         Emerge 64 Corporation,  a corporation organized existing under the laws
of the State of New York, with its principal office at 6 Harrison  Street,  City
of New York,  County of New York and State of New York,  appoints  The  Citizens
Banking  Company  ("Citizens"),  10 East Main  Street,  Village of  Salineville,
County of Columbiana  and State of Ohio as its  attorney-in-fact  in and for the
State of Ohio for the following purposes:
         To accept possession of all deeds, leases, mortgages and assignments of
mortgages and deeds of trust and conveyance  hereunder;  and execute any and all
instruments in writing  whatever kind and nature,  if they be necessary,  and be
necessary and deemed proper by Citizens to  effectively  assure its  appropriate
collateral  lien  position  in  the  mortgages  presently  owned  by  Emerge  64
Corporation which were pledged by the corporation to Citizens as collateral.
         The authority of this attorney-in-fact, to exercise any powers granted,
will  commence on the date of  execution  hereof and will remain in effect until
the indebtedness owed by the corporation to Citizens is satisfied in full.
         Authority to grant this Power of Attorney was  conferred by  resolution
of the Board of Directors of Emerge 64 Corporation  dated  September 16, 1998. A
copy of said resolution is attached hereto.  Emerge 64 Corporation,  through its
Board of Directors  ratifies and confirms  everything that the  attorney-in-fact
may lawfully do by virtue of this instrument.
-2-

         Dated this 16th day of September, 1998.

                                                     Emerge 64 Corporation
                                                     A New York Corporation

                                                         /s/Stephen T. Hague

By:      Stephen T. Hague
                                                              Vice President

THE STATE OF NEW YORK
                                            SS:
NEW YORK  COUNTY

         Before me a Notary Public in and for said County and State,  personally
appeared  Stephen  T.  Hague,  Vice  President  of  Emerge 64  Corporation,  the
corporation  which executed the foregoing  instrument,  who acknowledged that he
did sign said  instrument on behalf of said  corporation and by authority of its
Board of Directors; and is the free corporate deed of the corporation.

         In Testimony Whereof, I have hereunto set my hand and fixed my official
seal on this 16th day of September, 1998.

NOTARY PUBLIC
Exhibit  10(e)(ii) Hypothecation  Agreements between the Company, certain of its
         wholly owned subsidiaries and The Citizens Banking Company.

                           HYPOTHECATION AGREEMENT
                               New York, New York
                               September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation  ("Debtor"),  and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Franklin  Credit Recovery Funds II, VII, VIII, X, XII, XIV, XVIII,
         XIX, and XX, which limited partnerships are now part of Franklin Credit
         Management  Corporation  (all of which property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                   FRANKLIN CREDIT MANAGEMENT CORPORATION
6 Harrison Street          A NEW YORK CORPORATION
New York, New York 10013

                           /s/Stephen T. Hague

                             STEPHEN T. HAGUE, VICE PRESIDENT
HYPOTHECATION AGREEMENT
                               New York, New York
                               September 17, 1998  
                                                             
Ohio,as security for any and all  Liabilities  of Emerge 64  Corporation, 
a New York corporation,  ("Debtor"), and/or any and all Liabilities of
undersigned to Bank, the following described property:

A lien position on all the promissory notes previously  pledged to Bank
from Harrison  Financial  Corporation,  a New York  corporation  (which
property and proceeds are called "Property").
f stock and/or securities are listed above, undersigned  pledges the stock and
securities created as a result of splits,stock dividends, iquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations of  Debtor and/or
undersigned to Bank of every kind and description, direct or indirect, bsolute
or  contingent,  due or to become due,  now  existing or hereafter arising and
howsoever  evidenced,  including all  extensions and renewals thereof to which
undersigned consents.

Bank is  authorized to transfer  or register in its name or in the name of its
nominee all or any part of the Property. Bank shall have no duty to collect or
to protect the Property or any income therefrom, not to preserve rights against
prior  parties, nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto, beyond the safe custody of the Property. Bank shall at all
times  have, in addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment whe due of any of the Liabilitiesor if Bank shall deem itself
insecure,  Bank may, within  fifteen (15) days of the date demand was made upon
undersigned and without urther demand and notice to Debtor or the undersigned,
assign or sell, without advertisement, Il or any part of the Property at public
or private sale.At such sale, Bank may purchase all or any part of the Property
free  from  any right of  redemption,  which  right  is  expressly  waived  by
undersigned.After deducting all expenses of every kind Bank may hold all or any
part of the net proceeds  of said  sale as  security for,  or may  apply  said
proceeds on, the Liabilities in such order f preference as Bank may determine.

After demand for payment to undersigned, Bank may deal with the Property as if
the Property were owned by Debtor. Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement shall  remain if effect until  Bank's
Collateral  Loan Department  receives, from undersigned or from  undersigned's
legal  representative, if  undersigned  is deceased or  incompetent, a written
revocation  of this  Agreement. Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    HARRISON FINANCIAL CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                            /s/Stephen T. Hague

                       BY:          STEPHEN T. HAGUE
                                            VICE PRESIDENT
HYPOTHECATION AGREEMENT

                             New York, New York
                              September 17, 1998                            

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Harrison First Corporation, a New York corporation (which property
         and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    HARRISON FIRST CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                            /s/Stephen T. Hague

 BY:      STEPHEN T. HAGUE
                                                                             
                                            VICE PRESIDENT
HYPOTHECATION AGREEMENT

                                          New York, New York
                                          September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Six Harrison  Corporation,  a New York corporation (which property
         and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    SIX HARRISON CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                        /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
                                     New York, New York
                                     September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from  Harrison  Funding  Corporation,  a New  York  corporation  (which
         property and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    HARRISON FUNDING CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                 /s/Stephen T. Hague

                                                 BY:     STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT                          
                              New York, New York 
                                                            
Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from  Tribeca  Funding  Corporation,  a  New  York  corporation  (which
         property and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    TRIBECA FUNDING CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                           /s/Stephen T. Hague
                                                                             
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
                              New York, New York
                              September 17, 1998                            

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from  Greenwich  First  Corporation,  a  New  York  corporation  (which
         property and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    GREENWICH FIRST CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                        /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
                              New York, New York
                              September 17, 1998                            

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Greenwich  Management  Corporation,  a New York corporation (which
         property and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                            GREENWICH  MANAGEMENT CORPORATION
6 Harrison Street                   A NEW YORK CORPORATION
New York, New York 10013

                                                       /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT                         
                              New York, New York
                             September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from  Hudson  Management  Corporation,  a New York  corporation  (which
         property and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    HUDSON MANAGEMENT CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                         /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT

The undersigned pledges to The Citizens Banking Company("Bank")Salineville,Ohio
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from  Greenwich  Funding  Corporation,  a New York  corporation  (which
         property and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    GREENWICH FUNDING CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

/s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
                                                                              

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Ericsson Associates,  Inc., a New York corporation (which property
         and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    ERICSSON ASSOCIATES, INC.
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                     /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
                               New York, New York
                               September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Jackson Union 28 Corp., a New York corporation (which property and
         proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    JACKSON UNION 28 CORP.
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                           /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
                               New York, New York
                               September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Mass Fed 29 Corporation a New York corporation (which property and
         proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                MASS FED 29 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
                  New York, New York 10013 /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
                               New York, New York
                               September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from N.Y. Apt. 33,  Corporation a New York corporation  (which property
         and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    N.Y. APT. 33 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                          /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
                               New York, New York
                               September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Beach Funding  Corporation a New York corporation  (which property
         and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    BEACH FUNDING CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                          /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to
 Bank

         from ARK 38  Corporation,  a New York  corporation  (which property 
and
         proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock
 and
securities created as a result of splits, stock dividends, liquidating 
dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor 
 and/or
undersigned to Bank of every kind and description,  direct or indirect, 
absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising 
and
howsoever  evidenced,  including all  extensions  and renewals  thereof to 
which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of 
its nominee all or any part of the  Property.  Bank shall have no duty to 
collect or to protect the Property or any income therefrom,  not to preserve 
rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any 
right pertaining thereto,  beyond the safe custody of the Property.  Bank
shall at all times  have,  in  addition  to all other  rights  and  remedies, 
the rights and remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem 
itself insecure,  Bank may,  within  fifteen (15) days of the date demand was 
made upon
undersigned and without further demand and notice to Debtor or the 
undersigned,
assign or sell, without advertisement, all or any part of the Property at 
public
or private sale. At such sale, Bank may purchase all or any part of the
 Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived 
 by
undersigned. After deducting all expenses of every kind Bank may hold all or
any
part of the net  proceeds  of said  sale as  security  for,  or may  apply 
 said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    ARK 38 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                          /s/Stephen T. Hague

                                                 BY:      STEPHEN T. HAGUE
                                                            VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Harrison Financial Associates, Inc., a New York corporation (which
         property and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    HARRISON FINANCIAL ASSOCIATES, INC.
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                          /s/Stephen T. Hague

                                                   BY:      STEPHEN T. HAGUE
                                                             VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from  Kearny 39  Corp.,  a New York  corporation  (which  property  and
         proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    KEARNY 39 CORP.
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                      /s/Stephen T. Hague

                                                BY:      STEPHEN T. HAGUE
                                                         VICE PRESIDENT
HYPOTHECATION AGREEMENT
                               New York, New York
                               September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from New Haven 40 Corp.,  a New York  corporation  (which  property and
         proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    NEW HAVEN 40 CORP.
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                    /s/Stephen T. Hague
 

                                               BY:      STEPHEN T. HAGUE
                                                        VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,a New York
corporation,  ("Debtor"),and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously pledged to Bank
        from North Fork 41 (which property and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor and/or
undersigned to Bank of every kind and description,  direct or indirect,absolute
or  contingent,  due or to become due,  now  existing or  hereafter arising and
howsoever  evidenced,  including all  extensions  and renewals thereof to which
undersigned consents.

Bank is  authorized  to transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    NORTH FORK 41 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                       /s/Stephen T. Hague

                                                  BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville, Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation, a New York
corporation,  ("Debtor"),and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously pledged to Bank
         from Norwich 42(which property and proceeds are called "Property").

If stock and/or securities are listed above, undersigned  pledges the stock and
securities created as a result of splits, stock ividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor and/or
undersigned to Bank of every kind and description, direct or indirect, absolute
or  contingent,  due or to become due, now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals thereof to which
undersigned consents.

Bank is  authorized  to transfer  or register in its name or in the name of its
nominee all or any part of the  Property. Bank shall have no duty to collect or
to protect the Property or any income therefrom, not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or preserve  any right
pertaining thereto,  beyond the safe custody of the Property. Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies, the rights and
remedies of a secured party under the Ohio Revised Code.

Upon nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale,Bank may purchase all or any part of the Property
free  from  any  right  of  redemption, which  right  is  expressly  waived  by
undersigned.After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as security  for,  or may  apply said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    NORWICH 42 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                           /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from St. Pete 43 Corporation,  a New York Corporation,  (which property
         and proceeds are called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    ST. PETE 43 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                           /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Fort  Granite 44  Corporation  (which  property  and  proceeds are
         called "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and
 undersigned to Bank of every kind and description,  direct or indirect, 
absolute r  contingent,  due or to become due,  now  existing or  hereafter 
arising and howsoever  evidenced,  including all  extensions  and renewals  
thereof to which undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    FORT GRANITE 44 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                       /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Jersey 45  Corporation  (which  property  and  proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    JERSEY 45 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                         /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Rontex 1617  Corporation  (which  property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    RONTEX 1617 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                           /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from  Shelton 46  Corporation  (which  property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    SHELTON 46 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                          /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from CAPT 47  Corporation  (which  property  and  proceeds  are  called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    CAPT 47 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                           /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Garfield 48  Corporation  (which  property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    GARFIELD 48 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                           /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Calsecond 49 Corporation  (which  property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    CALSECOND 49 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                           /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from  Newport 50  Corporation  (which  property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    NEWPORT 50 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                           /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from DAPT 51  Corporation  (which  property  and  proceeds  are  called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    DAPT 51 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                           /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from New Haven 53 Corporation  (which  property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    NEW HAVEN 53 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                          /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Island 52  Corporation  (which  property  and  proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    ISLAND 52 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                          /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from  Madison 54  Corporation  (which  property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    MADISON 54 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                           /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Branford 55  Corporation  (which  property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    BRANFORD 55 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                           /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Coast 56  Corporation  (which  property  and  proceeds  are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    COAST 56 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                           /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Home Fed 57  Corporation  (which  property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    HOME FED 57 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                        /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from New Haven 58 Corporation  (which  property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    NEW HAVEN 58 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                          /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from Rapid Point 60 Corporation (which property and proceeds are called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    RAPID POINT 60 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                        /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                              VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to Bank
         from  Kearny  61  Corp.   (which   property  and  proceeds  are  called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock and
securities created as a result of splits, stock dividends, liquidating dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  and/or
undersigned to Bank of every kind and description,  direct or indirect, absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising and
howsoever  evidenced,  including all  extensions  and renewals  thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of its
nominee all or any part of the  Property.  Bank shall have no duty to collect or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem 
itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made
 upon
undersigned and without further demand and notice to Debtor or the  
undersigned,
assign or sell, without advertisement, all or any part of the Property at
 public
or private sale. At such sale, Bank may purchase all or any part of the
 Property
free  from  any  right  of  redemption,  which  right  is  expressly 
 waived  by
undersigned. After deducting all expenses of every kind Bank may hold
 all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  
said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property 
as if
the Property were owned by Debtor.  Undersigned  waives, to the extent 
permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  
Bank's
Collateral  Loan Department  receives,  from  undersigned or from  
undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a
 written
revocation  of this  Agreement.  Any  revocation  shall not affect any of 
Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    KEARNY 61 CORP.
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                      /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                         VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville, 
 Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New
 York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to 
Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to
 Bank
         from  Coast  62  Corp.   (which   property   and  proceeds  are  
called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock 
and
securities created as a result of splits, stock dividends, liquidating 
dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor  
and/or
undersigned to Bank of every kind and description,  direct or indirect, 
absolute
or  contingent,  due or to become due,  now  existing or  hereafter  arising
 and
howsoever  evidenced,  including all  extensions  and renewals  thereof to 
which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of
 its
nominee all or any part of the  Property.  Bank shall have no duty to collect 
or
to protect the Property or any income therefrom,  not to preserve rights 
against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any 
right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at 
all
times  have,  in  addition  to all other  rights  and  remedies,  the rights 
and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem 
itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made 
upon
undersigned and without further demand and notice to Debtor or the  
undersigned,
assign or sell, without advertisement, all or any part of the Property at
 public
or private sale. At such sale, Bank may purchase all or any part of the 
Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived 
 by
undersigned. After deducting all expenses of every kind Bank may hold all or 
any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  
said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as
 if
the Property were owned by Debtor.  Undersigned  waives, to the extent
 permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until 
 Bank's
Collateral  Loan Department  receives,  from  undersigned or from 
 undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a 
written
revocation  of this  Agreement.  Any  revocation  shall not affect any of
 Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    COAST 62 CORP.
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                     /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                       VICE PRESIDENT
HYPOTHECATION AGREEMENT
New York, New York
September 17, 1998

Undersigned pledges to The Citizens Banking Company ("Bank") Salineville,  
Ohio,
as security for any and all  Liabilities  of Emerge 64  Corporation,  a New
 York
corporation,  ("Debtor"), and/or any and all Liabilities of undersigned to 
Bank,
the following described property:

         A lien position on all the promissory notes previously  pledged to 
Bank
         from New Haven 63 Corporation,  (which property and proceeds are 
called
         "Property").

If stock and/or securities are listed above,  undersigned  pledges the stock
 and
securities created as a result of splits, stock dividends, liquidating 
dividends
or payments.

"Liabilities"   include  all  indebtedness  and  obligations  of  Debtor 
 and/or
undersigned to Bank of every kind and description,  direct or indirect,
absolute
or  contingent,  due or to become due,  now  existing or  hereafter arising and
howsoever  evidenced,  including all  extensions  and renewals thereof to which
undersigned consents.

Bank is  authorized  to  transfer  or register in its name or in the name of 
its
nominee all or any part of the  Property.  Bank shall have no duty to collect 
or
to protect the Property or any income therefrom,  not to preserve rights against
prior  parties,  nor to exercise  any  warrant or option or  preserve  any right
pertaining thereto,  beyond the safe custody of the Property.  Bank shall at all
times  have,  in  addition  to all other  rights  and  remedies,  the rights and
remedies of a secured party under the Ohio Revised Code.

Upon  nonpayment when due of any of the Liabilities or if Bank shall deem itself
insecure,  Bank may,  within  fifteen (15) days of the date demand was made upon
undersigned and without further demand and notice to Debtor or the  undersigned,
assign or sell, without advertisement, all or any part of the Property at public
or private sale. At such sale, Bank may purchase all or any part of the Property
free  from  any  right  of  redemption,  which  right  is  expressly  waived  by
undersigned. After deducting all expenses of every kind Bank may hold all or any
part of the net  proceeds  of said  sale as  security  for,  or may  apply  said
proceeds on, the Liabilities in such order of preference as Bank may determine.

After demand for payment to  undersigned,  Bank may deal with the Property as if
the Property were owned by Debtor.  Undersigned  waives, to the extent permitted
by law, any and all rights under the Ohio Revised Code.
Notice of acceptance hereof is waived.

Undersigned  agrees that this  Agreement  shall  remain if effect  until  Bank's
Collateral  Loan Department  receives,  from  undersigned or from  undersigned's
legal  representative,  if  undersigned  is deceased or  incompetent,  a written
revocation  of this  Agreement.  Any  revocation  shall not affect any of Bank's
rights arising prior to the receipt of the notice of revocation.
-2-

This Agreement shall be governed by Ohio law.

Address:                                    NEW HAVEN 63 CORPORATION
6 Harrison Street                           A NEW YORK CORPORATION
New York, New York 10013

                                                   /s/Stephen T. Hague

BY:      STEPHEN T. HAGUE
                                                    VICE PRESIDENT