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                                                                  Exhibit 10.5


                             HELLER FINANCIAL, INC.
                                     RETAIL
                         Collection Factoring Agreement


Pivot Corporation
990 Avenue of the Americas
Suite 14R
New York, New York  10018

Gentlemen:

The following shall constitute the terms upon which we shall act as your sole
factor (see Section 12 for the definition of certain capitalized terms):

SECTION 1.  Sale and Approval of Accounts

1.1  You hereby sell, assign and transfer to us and we hereby purchase from you
     all of your now outstanding and hereafter created or acquired Accounts,
     with full power to collect and otherwise deal therewith as the sole and
     exclusive owner thereof.

1.2  (a) You will submit for our credit approval your customers' credit
     requirements, a description of your normal selling terms and such other
     information as we may request concerning your customers. We may, in our
     sole credit judgment, establish credit lines for sales to your customers
     on your normal selling terms and all sales to such customers within the
     established credit line will be Approved Accounts provided that delivery
     or performances completed while the credit line remains in effect. You may
     also submit for credit approval, specific orders from your customers and
     we may, in our sole credit judgment, approve such orders on a single order
     approval basis. All of our credit approvals will be in writing.

     (b) We reserve the right to amend or withdraw a credit line at any time by
     advice to you, which advice will be promptly confirmed in writing. A
     credit line will be automatically suspended (i.e. temporarily withdrawn)
     during any period that the customer is 60 or more days past due.

     (c) We may withdraw a single order credit approval by notifying you
     verbally and/or writing at any time prior to the delivery of goods or
     performance of services. A single order credit approval will be
     automatically withdrawn: (i) in the event delivery or performance is not
     made within forty-five (45) days after the date specified for delivery or
     performance in your request for credit approval or within forty-five (45)
     days from the date of our approval if no delivery or performance date is
     specified; or (ii) in the event any change is made in the payment terms or
     delivery date of the Account or in the event that the dollar amount of the
     Account is increased without our prior written approval.

     (d) We shall have no liability to you or to any customer for our refusal
     to credit approve an Account or our withdrawal of a credit approval.

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1.3  We will assume the Credit Risk on all Approved Accounts. We shall have
     full recourse to you for all Non-Approved Accounts.

1.4  In the event that monies shall, at any time, be owing from one of your
     customers for both Approved Accounts and Non-Approved Accounts, we will
     apply all payments received as follows:

     (a) if we issued single order approvals, all payments received will be
     first applied to the Approved Accounts;

     (b) if we established a credit line for the customer, (i) provided that
     the amount of outstanding Accounts did not at any time exceed twice the
     established credit line and the credit line is still in effect at the time
     payment is received, all payments shall first be applied to the
     Non-Approved Accounts; (ii) if the amount of outstanding Accounts did at
     any time exceed twice the established credit line or if prior to the
     receipt of payment we have withdrawn the credit line, all payments
     received shall first be applied to Approved Accounts;

     (c) if an insolvency proceeding has been instituted by or against the
     customer, we shall share all payments paripassu.

SECTION 2.  Payment and Fees

2.1  We will purchase each Account on the longest or shortest selling terms, at
     our option, and will pay you as the purchase price the net amount thereof
     calculated by deducting from the gross amount of each Account the
     discount, if any, our factoring commission and all credits, including,
     without limitation, merchandise returns, allowances, and chargebacks and
     all other charges provided for hereunder. The purchase price less
     advances, interest and any other amounts due us will be paid to you on the
     Collection Date.

2.2  At the time we purchase each Account, or thereafter, we may, upon your
     request, and in our sole discretion, advance you up to eighty (80%)
     percent of the purchase price of such Account.

2.3  You will pay us a factoring commission of one and one-quarter (1.25%)
     percent of the Net Account purchased by us but in no event less than $4.00
     per invoice purchased.

2.4  Commencing July 1, 1992 and every year thereafter (the 12 months
     immediately following such date or any anniversary thereto you agreed to
     pay to us factoring commissions aggregating at least $30,000.00 "Minimum
     Annual Commission"). If during any month the aggregate of factoring
     commissions paid by you is less than $2,500.00 ("Minimum Monthly
     Commission"), then you shall pay to us, or we may charge your account with
     an amount equal to the difference between the Minimum Monthly Commission
     and the factoring commissions actually paid during that month (the
     Deficiency Charge"). At such time as you exceed the Minimum Annual
     Commission, the Minimum Monthly commission shall be waived for the
     remainder of the contract year and the Deficiency Charges paid during said
     contract year shall be applied against subsequent factoring commission
     charge incurred during said contract year.

2.5  We will charge your account our standard wire transfer fee on all wire
     transfers, and you will reimburse us for exchanges on checks, charges for
     returned items and all

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     other bank charges. We may also, at our option, charge your account for
     all amounts owning by you to us under this Agreement and all other
     Obligations.

SECTION 3.  Interest

3.1  You will pay us interest on the daily balance of all monies remitted, paid
     or otherwise advanced to you or for your account net of all payments
     received from you or on your behalf including the purchase price of
     Accounts purchased by us hereunder which is credited to your factoring
     account on the Collection Date. Interest will be calculated daily at a
     rate per annum equal to two (2%) percent plus the Base Rate (the "Interest
     Rate") and will be charged to your factoring account monthly, in arrears.
     The Interest Rate will also be charged to you on all other indebtedness
     due by you to us under this Agreement and on all Obligations, except those
     specifying a different rate, from the date incurred through the date paid.
     Any publicly announced decrease or increase in the base Rate shall result
     in an adjustment to the Interest Rate on the next business day. Interest
     shall be calculated on the basis of a 360-day year for the actual number
     of days elapsed. In no event shall the Interest Rate exceed the maximum
     rate permitted by applicable law and in the event excess interest is paid,
     it shall be considered a repayment of the principal.

3.2  If funds remain with us past the Collection Date ("matured funds"), we
     will pay you interest on such matured funds at the rate per annum equal
     tot he Base Rate minus two (2%) percent. Any change in the Base Rate shall
     result in an adjustment in the matured funds rate on the next business
     day.

3.3  If an Account or any payment is charged back to you after the Collection
     Date, you will pay us interest at the Interest Rate on such Net Account or
     such payment from the Collection Date to the chargeback date.

SECTION 4. Representations, Warranties and
           Covenants

4.1  You represent, warrant and covenant as to each Account sold and assigned
     hereunder that, at the time of its creation, the Account is a valid, bona
     fide account, representing an undisputed indebtedness incurred by the name
     account debtor for goods actually sold and delivered or for services
     completely rendered; there are no setoffs, offsets or counterclaims,
     genuine or otherwise, against the Account; the Account does not represent
     a sale to a parent, subsidiary or affiliate or a consignment, sale or
     returned or a bill and hold transactions; no agreement exists permitting
     any deduction or discount (other than the discount stated on the invoice);
     you are the lawful owner of the Account and have the right to sell and
     assign the same to us; the Account is free of all security interests,
     liens and encumbrances other than those in our favor, and the Account is
     due and payable in accordance with its terms.

4.2  You shall not grant or suffer to exist any lien upon or security interest
     in your inventory in favor of any party other than us without our written
     consent.

4.3  You are a solvent corporation; duly incorporated and in good standing
     under the laws of the State of New York and qualified in all States where
     such qualification is required; the execution, delivery and performance of
     this Agreement have been duly authorized and

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     are not in contravention of any applicable law, your charter or by-laws or
     agreement or order by which you are bound.

4.4  You shall not change your corporate name or the location of your office or
     open any new officers without giving us at least thirty (30) days prior
     written notice. At the present time, you carry on business only at the
     above address and the addresses set forth below.

     833 Jersey Avenue, Jersey City, N.J. 07310

4.5  All books and records pertaining to the Accounts or to any inventory owned
     by you shall be maintained solely and exclusively at the above address or
     the addresses listed in Section 4.4 hereof and no such books and records
     shall be moved or transferred without giving us thirty (30) days prior
     written notice.

4.6  You shall not sell, lease, transfer or otherwise dispose of all or
     substantially all of your property or assets, or consolidate with or merge
     into or with any corporation or entity without our prior written consent.

4.7  After our request, you shall hold all returned, replevined or reclaimed
     goods coming into your possession in trust for us and all such goods shall
     be segregated and identified as held in trust for our benefit and you
     shall, at our request, and at your expense, deliver such goods to such
     place or places as we may designate.

4.8  The tradenames or styles set forth below are the only tradenames or styles
     under which you transact business; Accounts sold to us hereunder and
     represented by invoices bearing such tradenames or styles are wholly owned
     by you; the undertakings, representations and warranties made in
     connection therewith shall be identical to and of the same force and
     effect as those made with respect to invoices bearing your corporate name.

     None.

4.9  No discounts, credits or allowances will be issued, granted or allowed by
     you to customers and no returns will be accepted without or prior written
     consent; provided, however, that until we notify you to the contrary, you
     may presume our consent. Discounts, credits or allowances once issued may
     be claimed only by the customer.

SECTION 5.     Disputes, Chargebacks and
               Reserves

5.1  With respect to any Account, upon the occurrence of a breach of any of the
     representations or warranties contained in Section 4.1, or the assertion
     by a customer of a Dispute or other defense to payment, other than
     financial inability, an Approved Account shall automatically become a
     Non-Approved Account and we may charge back such Account to you.

5.2  You shall notify us immediately in the event that a customer alleges any
     Dispute, or returns or desires to return any goods purchased from you. We
     may, but are not obligated to settle, compromise, adjust or litigate all
     such Disputes or returns upon such terms as we deem advisable. If an
     unadjusted Dispute delays the payment of any Approved Account when due,
     our credit approval is automatically withdrawn and we shall have the right
     to charge back to you that Account and all other amounts owing by that
     customer.

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5.3  We may, at our option, charge back to you all amounts owing on
     Non-Approved Accounts which are not paid when due.

5.4  We shall have the right to charge back to you any payment which we
     received with respect to a Non-Approved Account if such payment is
     subsequently disgorged by us, whether as a result of any proceeding in
     bankruptcy or otherwise.

5.5  A chargeback shall not constitute a resale to you of said Amount; however
     upon payment by you to us of all monies due with respect to such charged
     back account, title thereto shall revert to you, subject, however, to our
     security interest therein. You agree to indemnify and save us harmless
     from and against any and all loss, costs and expenses, caused by or
     arising out of disputed Accounts, including, but not limited to,
     collection expenses and attorney's fees incurred with respect thereto.

5.6  We may maintain such reserves as we, in our sole discretion, deem
     advisable as security for the payment and performance of all of your
     Obligations.

SECTION 6.   Administration

6.1  (a) You shall, from time to time, execute and deliver to us confirmatory
     schedules of Accounts sold to us, together with one copy of each invoice
     and upon request, acceptable evidence of shipment and such other
     documentation and proofs of delivery as we may require. Each invoice shall
     bear a notice, in form satisfactory to us, that it has been sold and
     assigned to and is payable only to us. You agree to prepare and mail all
     invoices, but we may do so at our option. You agree to execute and deliver
     to us such further instruments of further assurance as we may reasonably
     require. You authorize us to execute on your behalf and file such UCC
     financing statements as we may deem necessary in order to perfect and
     maintain the security interests granted by your in accordance with this
     and any other agreement between you and us, and you further agree that we
     may filed this Agreement or a copy thereof as such UCC financing
     statements. You agree to bear the cost of all filing fees, filing taxes,
     search reports, legal fees and other charges incurred by us in the
     perfection, protection and preservation of the rights and collateral
     security herein granted to us.

     (b) If any remittances are made directly to you, your employees or agents,
     you shall act as trustee of an express trust for our benefit, hold the
     same as our property and deliver the same to us forthwith in kind. We
     and/or such designee as we may from time to time appoint, are hereby
     appointed your attorney-in-fact to endorse your name on any and all checks
     or other forms of remittances received by us where such endorsement is
     required to effect collection; this power, being coupled with an interest
     is irrevocable.

     (c) We may, at all times, have access to, inspect and make extracts from
     all your records, files and books of account. We may, at any time after
     default by you hereunder, remove from you premises all such records, files
     and books relating to Accounts. You will promptly furnish with all
     statements prepared by or for you showing your financial condition and the
     results of your operations and such other statements as we may reasonably
     require. You authorize us to communicate directly with your independent
     certified public accountants and authorize such accountants

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     to discuss your financial condition and statements directly with us.

6.2  If we determine that the credit standing of a customer has deteriorate
     after we have assumed the Credit Risk on an Account, you shall, at our
     request, exercise such rights as you may have to reclaim or stop the goods
     in transit, and you hereby grant us the right to take such steps in your
     name or ours.

6.3  We shall render a monthly Statement of Account to you within twenty (20)
     days after the end of each month. Such Statement of Account shall
     constitute an account stated unless you make written objection thereto
     with thirty (30) days from the date such statement is mailed to you.

6.4  You authorize us to disclose such information as we deem appropriate to
     persons making credit inquiries about you.

SECTION 7.  Collateral Security

     As collateral security for all Obligations, you hereby assign and grant to
     us a continuing security interest in: (i) all of your presently existing
     an hereafter created Accounts and generally intangibles and the proceeds
     thereof; (ii) all monies, securities and other property now or hereafter
     held or received by, or in transit to us from or for you, whether for
     safekeeping, pledge, custody, transmission, collection or otherwise, and
     all of your deposits and credit balances in our possession; (iii) all
     returned, reclaimed or repossessed goods and the documents evidencing or
     relating to such goods; (iv) all books, records and other property at any
     time evidencing or relating to the Accounts; and (v) the proceeds of any
     of insurance policies covering any of the foregoing. Recourse to the
     collateral security herein provided shall not be required, and you shall
     at all times remain liable for the payment and performance of all of your
     Obligations upon demand by us.

SECTION 8.  Events of Defaults

     The occurrence of any of the following acts or events shall constitute an
     Event of Default: (a) if you fail to make payment of any of your
     Obligations when due, (b) if you fail to make any remittance required by
     this Agreement, (c) if you commit any breach of any of the terms,
     representations, warranties, covenants, conditions or provisions of this
     Agreement, or of any present or future supplement or amendment hereto or
     of any other Agreement between us, (d) if you become insolvent or unable
     to meet your debts as they mature, (e) if you deliver to us a false
     financial statement, (f) if you call, or have called by a third party, a
     meeting of creditors, (g) if you have commenced by or against you any
     bankruptcy proceeding, insolvency, arrangement or similar proceeding, (h)
     if you suspend or discontinue doing business for any reason, (i) if a
     receiver or trustee on any kind is appointed for you or any of your
     property, (j) if any guarantor of your Obligations shall become insolvent
     or have commenced by or against such guarantor any bankruptcy proceeding,
     (k) if any guaranty of your Obligations is terminated, or (l) if any
     change of ownership occurs with respect to more than forty (40%) percent
     of your capital stock.

     Upon the occurrence of an Event of Default, we shall have the right to
     terminate this Agreement and all other arrangements existing between us
     forthwith and without notice, and all of your Obligations to us shall
     mature and

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     become immediately due and payable and we shall have the right to withhold
     any further payments to you until all Obligations have been paid in full.
     In addition, we shall have all the rights of a secured party under the
     Uniform Commercial Code, including, without limitation, the right to take
     possession of any collateral in which we have a security interest and to
     dispose of same at public or private sale and you will be liable for any
     deficiency. We shall not be required to proceed against any collateral but
     may proceed against you directly. In the event we institute suit against
     you, you Agree to pay our costs and reasonable attorney's fees.

SECTION 9. Term and Termination

     This Agreement shall continue in full force and effect until terminated by
     either party hereto giving the other party not less than sixty (60) days
     prior written notice thereof. Notice of termination shall be given by
     messenger, registers or certified mail or commercial delivery service;
     provided however, that you shall not terminate this Agreement so long as
     you are indebted or obligated to us in connection with any other financing
     arrangements. Not withstanding such notice of termination, our respective
     rights and obligations arising out of transactions having their inception
     prior to the specified date of termination shall not be affected by such
     termination and all terms, provisions and conditions hereof, including but
     not limited to, the security interests hereinabove granted to us, shall
     continue in full force and effect until all Obligations have been paid in
     full. All of the representations, warranties and covenants made herein
     shall survive the termination of this Agreement.

SECTION 10. Modifications

     This Agreement cannot be changed or terminated orally; it constitutes the
     entire Agreement between us and shall be binding upon our respective
     successors and assigns, but may not be assigned by you without our prior
     written consent. No delay or failure on our part in exercising any right,
     privilege, or option hereunder shall operate as a waiver thereof or of any
     other right, privilege or option. No waiver whatsoever shall be valid
     unless in writing, signed by us, and then only to the extent therein set
     forth. If any term or provision of this Agreement is held invalid under
     any statute, rule or regulation of any jurisdiction competent to make such
     a decision, the remaining terms and provisions shall not be affected, but
     shall remain in full force and effect.

SECTION 11. Governing Law, Venue and
            Waiver  of Jury

     This Agreement shall be governed by and interpreted in accordance with the
     laws of the State of New York. You hereby consent to the jurisdiction of
     any local, state or federal court located within the State of New York. If
     you presently are, or in the future become, a non-resident of the State of
     New York, you hereby waive personal service of any and all process and
     agree that all such service of process may be made by certified or
     registered mail, return receipt requested, directed to you, at your
     address appearing in our records and service so made shall be complete ten
     (10) days after the same has been posted as aforesaid. YOU HEREBY WAIVE
     YOUR RIGHT TO TRIAL BY JURY IN ANY SUIT OR PROCEEDING ARISING UNDER OR
     RELATING TO THIS AGREEMENT.

SECTION 12.  Definitions

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12.1  "Accounts" - All presently existing and hereafter created accounts,
      contract rights and general intangibles relating thereto, notes, drafts
      and other forms of obligations owned to or owned by you arising or
      resulting from the sale of goods or the rendering of service, all
      proceeds thereof, all guaranties and security therefor, and all goods and
      rights represented thereby or arising therefrom including, but not
      limited to, the right of stoppage in transit, replevin and reclamation.

12.2  "Approved Account" - an Account with respect to which we have issued a
      credit approval which has not subsequently been withdrawn.

12.3  "Base Rate" - the rate of interest publicly announced from time to time
      by The Chase Manhattan Bank, N.A. as its prime or base rate (or
      equivalent).

12.4  "Collection Date" - The earlier to occur of (a) 5 business days after the
      receipt by us of payment of the Account or (b) 120 days after the due
      date of the Account, provided that the accounts debtor has not asserted a
      Dispute.

12.5  "Credit Risk" - The risk that a customer will be financially unable to
      pay an Account at maturity, provided that the merchandise has been
      received or services rendered and accepted by the customer without
      Dispute.

12.6  "Dispute" - A dispute or claim, bona fide or otherwise, as to price,
      terms, quantity, quality or any cause or defense to payment whatsoever
      other than financial inability to pay.

12.7  "Net Account" - The gross face amount of an Account less the discount
      offered by you and taken by us.

12.8  "Non-Approved Account" - an Account with respect to which we have either
      not issued a credit approval or have subsequently withdrawn a credit
      approval as a result of a Dispute or otherwise.

12.9  "Obligations" - All loans, advances, debts, liabilities, obligations,
      covenants and duties owing by you to us, direct or indirect, absolute or
      contingent, due or to become due, now existing or hereafter arising,
      including, without limitation, invoices for goods or services purchased
      by you from any company whose accounts are factored or financed by us and
      indebtedness arising under any guaranty made by you or issued by us on
      your behalf.

SECTION 13.  Acceptance

      This proposal is submitted to you unsigned and shall constitute an
      agreement between us only when signed by us.


Very truly yours,

HELLER FINANCIAL, INC,.

By: /s/ Kevin McGarry
   ------------------------------------
Title: SVP
      ---------------------------------
Effective Date:  April   , 1992
               ------------------------

ACCEPTED AND AGREED TO:

PIVOT CORPORATION

By: /s/ E. Kenneth Seiff
   ------------------------------------
Title:  E. Kenneth Seiff, President
      ---------------------------------

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