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                                                                   Exhibit 10.6

                               PIVOT CORPORATION
                           990 Avenue of the Americas
                            New York, New York 10018


                                                           April 28, 1992



Heller Financial, Inc.
101 Park Avenue
New York, New York 10178

Gentlemen:

     We shall, from time to time, request you to finance the purchase of
merchandise by us by establishing Letters of Credit in favor of the sellers of
such merchandise or by issuing your Guaranty of payment in favor of such seller
or by honoring sight or term drafts drawn against you by the sellers of such
merchandise. Moreover, when such merchandise is delivered to you for our
account, we shall, from time to time, further request you, in your sole
discretion, to deliver such merchandise to us in trust and pursuant to the
Uniform Commercial Code, if applicable, for the purposes of manufacturing or
resale, or both. In connection with any and all such transactions, we agree
that the following terms and conditions shall apply:

1.   We shall notify you, from time to time, that we intend to purchase
     merchandise and shall request that you finance the purchase of such
     merchandise by establishing Letters of Credit in favor of the sellers
     thereof or by issuing your Guaranty of payment in favor of such sellers or
     by agreeing to honor sight or term drafts drawn against you by the sellers
     of such merchandise. Within a reasonable time thereafter, you will advise
     the undersigned if you are willing to finance such purchases as aforesaid
     and the terms and conditions upon which you are willing to do so, it being
     understood and agreed that in all instances you shall have sole and
     complete discretion to determine whether or not or to what extent you are
     willing to assist in financing any such purchases of merchandise. If you
     are willing to finance any such purchases, you will establish a Letter of
     Credit, issue your Guaranty, or honor drafts as aforesaid, subject to
     whatever terms and conditions you may specify in any such Letters of
     Credit, Letters of Guaranty or other agreements.

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2.   We unconditionally agree to indemnify you and hold you harmless for any
     and all indebtedness, obligations and liabilities you may incur in
     connection with any Letters of Credit which you may establish or obtain
     for our account, or in connection with any Letters of Guaranty you may
     issue, all such indebtedness and obligations to be repaid to you on demand
     in United States currency.

3.   You shall have the right at any time and without notice to us to charge to
     our account on your books the amount of any and all indebtedness paid or
     incurred by you in connection with any such Letters of Credit or Guaranty
     including, but without limitation, all amounts which may be charged to you
     by any bank or other financial institution issuing such Letters of Credit,
     bank charges, fees and commissions, duties and cost of insurance and such
     other charges and expenses including interest, attorneys' fees and
     collection charges which may pertain either directly or indirectly to such
     Letters of Credit or Guaranties, or to the merchandise referred to
     therein. We further agree that any debit balance which may exist in our
     account by virtue of the foregoing charges shall be repayable on demand.

4.   We agree to hold you harmless for any errors or omission whether caused by
     you or otherwise, except those caused by your gross negligence, and our
     unconditional obligation to you hereunder shall not be modified or
     diminished for any reason.

5.   You shall not be responsible for the existence, character, quality,
     conditions or value of the property purporting to be represented by
     documents; for the validity, sufficiency or genuineness of documents, even
     if such documents shall in effect prove to be in any or all respects
     invalid, insufficient, fraudulent or forged; for the time, place, manner
     or order in which shipments are made; for partial or incomplete shipments
     or failure or omission to ship any or all of the property referred to in
     the Letters of Credit or Guaranty; for any deviation from instructions,
     delay, default or fraud by the shipper or anyone else in connection with
     the property or the shipping thereof; for any breach of contract between
     the shipper or vendors or ourselves. We agree that any action taken by you
     under or in connection with the Letters of Credit or Letters of Guaranty
     or the related drafts, documents or property, if taken in good faith,
     shall be binding on us and shall not put you in any resulting liability to
     us, and in furtherance thereof, we hereby agree and waive notice of any
     extension of the maturity or time for payments or for presentation of
     drafts, acceptance or documents or any other modifications of the terms of
     the Letters of Credit or Guaranty.

6.   We agree to procure promptly any necessary import or other licenses for
     the import of the property and to comply with all foreign and domestic
     governmental regulations in regard to the shipment of the property or the
     financing thereof, and to furnish such certificates in that respect as you
     may at anytime require. In this connection we warrant and represent that
     all shipments made under Letters of Credit or of Guaranty are in
     accordance with and are not prohibited by the governmental laws and
     regulations of the countries in which the

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     shipments originate or terminate. We assume all risks and liability
     for all present and future local, state or governmental taxes, levies or
     embargo of any country, state, city or other political sub-division
     wherein payments are to be made or where such drafts may be drawn,
     negotiated, accepted or paid; and assume all risk, liability and
     responsibility for any laws, customs and regulations which may be
     effective in the countries wherein payments are to be made or where such
     drafts are drawn, negotiated or paid.

7.   We hereby grant to you a continuing security interest in all of our now
     owned and hereafter acquired imported inventory and further grant to you a
     security interest in and assign to you all of our right, title and
     interest in or to shipping documents, drafts, warehouse receipts, bills of
     lading and other documents or instruments with respect to such inventory,
     and the proceeds thereof, and the contract rights relating thereto as
     collateral security for all indebtedness, obligations, sums and
     liabilities (whether direct, absolute or contingent) now or hereafter owed
     by us to you, including, without limitation, pursuant to this Agreement or
     the Factoring Agreement between us. Until you are repaid, we agree to keep
     the merchandise adequately covered by insurance in companies, in amounts
     and under policies satisfactory to you but at our expense and to assign
     the policies or certificates of insurance to you or to make the loss or
     adjustment, if any, payable to you at your option and to furnish you, if
     so demanded, with evidence of acceptance of such assignment by the
     insurers.

8.   All advances made by you hereunder shall bear interest at the rate set
     forth in the Factoring Agreement between us. If you, in your sole
     discretion shall deliver possession to us of any property shipped in
     accordance with your issuance of a Letter of Credit or a Guaranty such
     merchandise will continue to stand as security for the repayment of any of
     our obligations or liability to you resulting from such Letters of Credit
     or a Guaranty and we agree to hold such merchandise as Trustee, subject to
     the terms and provisions of the Uniform Commercial Code, if applicable,
     subject to the terms and provisions of this Agreement, and subject to the
     terms and provisions of any Uniform Commercial Code Financing Statements
     or other related documents issued by us to you, and we agree to execute
     such instruments and file such instruments as are deemed necessary or
     desirable by you in order that your security will not be impaired in any
     such transfer of possession.

9.   Upon the sale by us of any such merchandise, the accounts receivable or
     other proceeds generated thereby shall be assigned and delivered to you
     and shall be applied to the payment of any obligations owing to you for
     which such merchandise or the documents representing same were standing at
     security before such sale, or to the payment of obligations owing by us to
     you.

10.  In consideration of your assisting us in the financing of the purchase of
     merchandise as aforesaid, we agree to pay you all bank charges incurred or
     paid by you with respect to the Letters of Credit. In addition to such
     bank charges, we shall pay to you one-quarter of one (1/4%) percent of
     the face amount of each Letter of Credit or Guaranty upon your 

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     opening of same and one quarter of one (1/4%) percent of their face amount
     for each month, or part thereof that said Letter of Credit or Guaranty is
     outstanding.

11.  The following acts or occurrences shall constitute a default on our part
     under this Agreement:

          a.   our failure to pay any amounts owing you when due or upon
               demand;

          b.   our sale outside the ordinary course of business or pledge or
               attempted pledge of any merchandise entrusted to us;

          c.   our removal, outside the normal course of business, of any
               merchandise entrusted to us from warehouse or from our premises
               without your prior written consent;

          d.   our insolvency or suspension of business or the appointment of a
               receiver, trustee or custodian for us or for any of our property
               or our commission of any act of bankruptcy;

          e.   our default under this Agreement or under any other agreement
               between us or under any of the terms or conditions of any Note,
               financing statement or other document given by us to you.

12.  If we shall be in default under this Agreement, the Factoring Agreement or
     under any of the terms and conditions of any note, financing statement,
     agreement or other document given to you by us, then and in any such
     event, you may terminate this Agreement, demand payment from us of all
     sums owing to you and exercise any rights and remedies given you hereunder
     or under any such other documents or under the Uniform Commercial Code, if
     applicable. We hereby waive presentment, demand, protest and notice as to
     any instrument given to you hereunder and with respect to any notice to
     which we might otherwise be entitled. We expressly authorize you to take
     possession of any and all merchandise subject to your lien and to sell
     immediately without advertisement, and without notice to us, any and all
     such merchandise, whether it has arrived or will arrive, at private sale
     or at public auction, or at broker's board or otherwise at your option, at
     such times, at such places and for such prices, and upon such terms and
     conditions as you may deem proper, and to apply the net proceeds of such
     sales, after deducting the expenses thereof to our obligations and
     liability to you, and we agree to be responsible for any deficiency on
     demand. If any such sale be at broker's board or at public auction, you
     may yourself be a purchaser at such sale free from any right of redemption
     which we hereby expressly waive and release. In furtherance of such
     disposition of any such merchandise, we shall execute such power of
     attorney or other documents you may request. You shall be entitled to
     offset and apply to our indebtedness any sums or property of ours coming
     into your possession or to hold the same as

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     attachable security for any of our obligations to you no matter how
     arising and whether under this Agreement or otherwise. Your failure to
     exercise any rights hereunder shall not operate as a waiver of any of your
     rights and remedies contained in this Agreement or in any other agreement
     and all of such rights and remedies are cumulative and not alternative.

13.  This Agreement constitutes our entire agreement and cannot be amended,
     except by a writing signed by the party to be charged. This Agreement
     shall be binding upon and inure to the benefit of our respective
     successors and assigns. This Agreement shall be governed by and construed
     in accordance with the laws of the State of New York. If any portion of
     this Agreement shall be held to be illegal and unenforceable, the
     remainder of this Agreement shall, nevertheless, remain in full force and
     effect. This Agreement, on acceptance by you, shall continue in effect
     from year to year but may be determinated by either of us by giving to the
     other thirty (30) days prior written notice, but any such termination of
     this Agreement shall not terminate or otherwise affect any of our
     obligations to you theretofore and such obligation shall continue until
     our entire Indebtedness to you is paid in full.

                                       ACCEPTED: April 28, 1992

                                       PIVOT CORPORATION
     
                                       By: /s/ E. Kenneth Seiff
                                          --------------------------------
                                       Name: E. Kenneth Seiff
                                            ------------------------------
                                       Title: President
                                             -----------------------------


HELLER FINANCIAL, INC.

By: /s/ Kevin McGarry
   -------------------------------
Name: Kevin McGarry
     -----------------------------
Title: SVP
      ----------------------------

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