GENERAL CREDIT CORP, SB-2/A, 1996-09-26

GENERAL CREDIT CORP
SB-2/A, 1996-09-26
SHORT-TERM BUSINESS CREDIT INSTITUTIONS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 1996

REGISTRATION NO. 333-09831
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- --------------------------------------------------------------------------------

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

AMENDMENT NO. 1 TO

FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------

GENERAL CREDIT CORPORATION
(Name of small business issuer in its charter)
---------------------

<TABLE>
<S> <C> <C>
NEW YORK STATE 6099 13-3895072
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

211 EAST 70TH STREET
NEW YORK, NEW YORK 10021
(212) 861-2867
(Address and telephone number of principal executive offices)
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211 EAST 70TH STREET
NEW YORK, NEW YORK 10021
(Address of principal place of business or intended principal place of business)
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IRWIN ZELLERMAIER
211 EAST 70TH STREET
NEW YORK, NEW YORK 10021
(212) 861-2867
(Name, address, and telephone number of agent for service)
---------------------
Copies to:

<TABLE>
<S> <C>
CHARLES J. RENNERT DAVID A. CARTER, P.A.
BERMAN WOLFE & RENNERT, P.A. 355 WEST PALMETTO PARK ROAD
INTERNATIONAL PLACE, SUITE 3500 BOCA RATON, FLORIDA 33432
100 SOUTHEAST SECOND STREET (561) 750-6999
MIAMI, FLORIDA 33131-2130 FAX: (561) 367-0960
(305) 577-4177 (COUNSEL FOR THE UNDERWRITER)
FAX: (305) 373-6036
(COUNSEL FOR THE COMPANY)
</TABLE>

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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this Registration Statement.
---------------------

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
(Continued on next page)

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(Continued from previous page)

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
DOLLAR PROPOSED PROPOSED AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO AMOUNT TO MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
BE REGISTERED BE REGISTERED PRICE PER SHARE OFFERING PRICE FEE
- -------------------------------------- ------------- ---------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock(1) par value $.001 per
share............................... 2,530,000 $3.00 $ 7,590,000 $ 2,617.24
Redeemable Common Stock Purchase
Warrants(2)......................... 2,530,000 $0.125 $ 316,250 $ 109.05
Common Stock(3) par value $.001 per
share underlying Redeemable Common
Stock Purchase Warrants............. 2,530,000 $3.00 $ 7,590,000 $ 2,617.24
Common Stock Underwriter
Warrants(4)......................... 220,000 $ .00002 $ 5 $ 1.00
Common Stock(5) par value $.001 per
share underlying Common Stock
Underwriter Warrants................ 220,000 $4.65 $ 1,023,000 $ 352.76
Warrant Underwriter Warrants(6)....... 220,000 $ .00002 $ 5 $ 1.00
Underwriter Underlying Warrants(7).... 220,000 $0.19375 $ 42,625 $ 14.70
Common Stock(8) par value $.001 per
share underlying Underwriter
Underlying Warrants................. 220,000 $4.65 $ 1,023,000 $ 352.76
---------
Total Fee................... $ 6,065.75
=========
</TABLE>

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(1) Includes 330,000 shares reserved for the option, exercisable within 30 days
after the date on which the Securities and Exchange Commission (the
"Commission") declares this Registration Statement effective, to cover
over-allotments, if any (the "Over-Allotment Option"), granted by the
Company to Barron Chase Securities, Inc. (the "Underwriter").
(2) Includes 330,000 Redeemable Common Stock Purchase Warrants (the "Purchase
Warrants") reserved for the Over-Allotment Option. The Purchase Warrants
(a) may be purchased separately from the Common Stock in the offering, (b)
are exercisable during a three-year period commencing on the effective date
of this Registration Statement, and (c) shall be redeemable, at the option
of the Registrant, at $0.25 per Purchase Warrant upon 30 days' prior
written notice, (i) if the closing bid price, as reported on The Nasdaq
SmallCap Market, or the closing sale price, as reported on a national or
regional securities exchange, as applicable, of the shares of the
Registrant's Common Stock for 30 consecutive trading days ending within ten
days of the notice of redemption of the Purchase Warrants averages in
excess of $6.00 per share, subject to adjustment, and (ii) after a then
current registration statement has been declared effective by the
Commission with regard to the shares of Common Stock to be received by the
holder upon exercise, but (iii) during the one-year period after the
effective date of this Registration Statement, only with the written
consent of the Underwriter. Pursuant to Rule 416 under the Securities Act
of 1933, as amended (the "Securities Act"), such additional number of these
securities are also being registered to cover any adjustment resulting from
the operation of the anti-dilution provisions relating to the Purchase
Warrants.
(3) Reserved for issuance upon exercise of the Purchase Warrants. Pursuant to
Rule 416 under the Securities Act, such additional number of shares of
Common Stock subject to the Purchase Warrants are also being registered to
cover any adjustment resulting from the operation of the anti-dilution
provisions relating to the Purchase Warrants.
(4) To be issued to the Underwriter. Pursuant to Rule 416 under the Securities
Act, such additional number of Underwriter stock purchase options (the
"Common Stock Underwriter Warrants") are also being registered to cover any
adjustment resulting from the operation of the anti-dilution provisions
relating to the Common Stock Underwriter Warrants.

(Continued on next page)

<PAGE> 3

(Continued from previous page)

(5) Reserved for issuance upon exercise of the Common Stock Underwriter
Warrants. Pursuant to Rule 416 under the Securities Act, such additional
number of shares of Common Stock subject to the Common Stock Underwriter
Warrants are also being registered to cover any adjustment resulting from
the operation of the anti-dilution provisions relating to the Common Stock
Underwriter Warrants.

(6) To be issued to the Underwriter. Pursuant to Rule 416 under the Securities
Act, such additional number of Underwriter warrant purchase options (the
"Warrant Underwriter Warrants") are also being registered to cover any
adjustment resulting from the operation of the anti-dilution provisions
relating to the Warrant Underwriter Warrants.
(7) Reserved for issuance upon exercise of the Warrant Underwriter Warrants.
Pursuant to Rule 416 under the Securities Act, such additional number of
warrants to purchase shares of Common Stock subject to the Warrant
Underwriter Warrants ("Underwriter Underlying Warrants") are also being
registered to cover any adjustment resulting from the operation of the
anti-dilution provisions relating to the Warrant Underwriter Warrants.
(8) Reserved for issuance upon exercise of the Underwriter Underlying Warrants.
Pursuant to Rule 416 under the Securities Act, such additional number of
shares of Common Stock subject to the Underwriter Underlying Warrants are
also being registered to cover any adjustment resulting from the operation
of the anti-dilution provisions relating to the Underwriter Underlying
Warrants.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
<PAGE> 4

SUBJECT TO COMPLETION, DATED SEPTEMBER 26, 1996

PROSPECTUS
(LOGO) GENERAL CREDIT CORPORATION

2,200,000 SHARES OF COMMON STOCK
2,200,000 REDEEMABLE COMMON STOCK PURCHASE WARRANTS

General Credit Corporation (the "Company") is offering hereby 2,200,000
shares (the "Shares") of Common Stock, $.001 par value per share (the "Common
Stock"), and 2,200,000 Redeemable Common Stock Purchase Warrants (the "Purchase
Warrants") of the Company. The Shares and the Purchase Warrants (collectively,
the "Securities") are separately transferable at any time after the date of this
Prospectus (the "Effective Date"). Each Purchase Warrant entitles the registered
holder thereof to purchase, at any time during the period commencing on the
Effective Date, through , 1999, one share of the Common Stock at a
price of $3.00 per share, subject to adjustment under certain circumstances. The
Purchase Warrants offered hereby are not exercisable unless, at the time of
exercise, the Company has a current prospectus covering the shares of Common
Stock issuable upon exercise of the Purchase Warrants and such shares have been
registered, qualified or deemed to be exempt under the securities laws of the
states of residence of the exercising holders of the Purchase Warrants.
Commencing after the Effective Date, the Purchase Warrants are subject to
redemption by the Company, at the option of the Company, at $0.25 per Purchase
Warrant, upon 30 days' prior written notice, if the closing bid price, as
reported on The Nasdaq SmallCap Market ("Nasdaq"), or the closing sale price, as
reported on a national or regional securities exchange, as applicable, of the
shares of the Common Stock for 30 consecutive trading days ending within ten
days of the notice of redemption of the Purchase Warrants averages in excess of
$6.00 per share, subject to adjustment. The Company is required to maintain an
effective registration statement with respect to the Common Stock underlying the
Purchase Warrants prior to redemption of the Purchase Warrants. Prior to the
first anniversary of the Effective Date, the Purchase Warrants will not be
redeemable by the Company without the written consent of the Underwriter. See
"RISK FACTORS -- Non-Registration in Certain Jurisdictions of Shares Underlying
the Purchase Warrants."

Prior to this Offering, there has been no public market for the Common
Stock or the Purchase Warrants. The Common Stock and the Purchase Warrants have
been approved for listing on Nasdaq under the symbols " " and " ,"
respectively, and on The Boston Stock Exchange under the symbols " " and
" ", respectively. There is no assurance that an active trading market in
the Common Stock or the Purchase Warrants will develop or that, if developed,
any such market will be sustained. The offering price of the Shares and the
Purchase Warrants, as well as the exercise price and other terms of the Purchase
Warrants, have been determined by negotiation between the Company and Barron
Chase Securities, Inc. (the "Underwriter"), and bear no relationship to the
Company's asset value, net worth or other established criteria of value. THE
CLOSING OF THIS OFFERING ("CLOSING") IS SUBJECT TO THE SIMULTANEOUS ACQUISITION
BY THE COMPANY OF THE BUSINESS OF NEW YORK PAYROLL FACTORS, INC., A NEW YORK
CORPORATION (THE "NYPF BUSINESS COMBINATION"). See "RISK FACTORS" and
"UNDERWRITING."
---------------------

THE SECURITIES ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND
SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR
ENTIRE INVESTMENT. IN ADDITION, PURCHASERS OF THE SECURITIES WILL
SUFFER IMMEDIATE SUBSTANTIAL DILUTION IN THAT THE BOOK VALUE PER
SHARE OF THE COMMON STOCK AFTER THIS OFFERING WILL BE
SUBSTANTIALLY LESS THAN THE PUBLIC OFFERING PRICE OF THE
COMMON STOCK. SEE "RISK FACTORS" AND "DILUTION" AT PAGES 7
AND 17.

---------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
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UNDERWRITING PROCEEDS TO
PRICE TO PUBLIC DISCOUNTS(1) COMPANY(2)
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<S> <C> <C> <C>
Per Share........................... $3.00 $.30 $2.70
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Per Purchase Warrant................ $.125 $.0125 $.1125
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Total(3)............................ $6,875,000 $687,500 $6,187,500
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</TABLE>

See footnotes on page 2 of Prospectus

(LOGO) BARRON CHASE SECURITIES

THE DATE OF THIS PROSPECTUS IS , 1996
<PAGE> 5

(Continued from previous page)

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(1) Does not include additional underwriting compensation in the form of (i) a
non-accountable expense allowance (the "Non-Accountable Expense Allowance")
equal to 3% of the total public offering price for the Securities ($.09 per
Share and $.00375 per Purchase Warrant); (ii) stock purchase options (the
"Common Stock Underwriter Warrants"), for nominal consideration, to
purchase up to 220,000 shares of Common Stock of the Company at an exercise
price of $4.65 per share (155% of the initial public offering price),
exercisable during a five-year period commencing on the Effective Date,
(iii) warrant purchase options (the "Warrant Underwriter Warrants"), for
nominal consideration, to purchase up to 220,000 warrants (the "Underwriter
Underlying Warrants") at an exercise price of $.19375 per warrant (155% of
the initial public offering price), exercisable during a three-year period
commencing on the Effective Date, each of which Underwriter Underlying
Warrants entitle the holder to purchase a share of Common Stock of the
Company at an exercise price of $4.65 per share, exercisable during a
three-year period commencing on the Effective Date, and (iv) engagement by
the Company of the Underwriter as a non-exclusive financial advisor to the
Company for a period of three years from the Closing at a fee of $108,000,
payable at the Closing. The Common Stock Underwriter Warrants, the Warrant
Underwriter Warrants, and the Underwriter Underlying Warrants are sometimes
referenced in this Prospectus as the "Underwriter Warrants." The Company
has registered the Underwriter Warrants and the shares of Common Stock
underlying any of the Underwriter Warrants (the "Underlying Shares") and
has agreed to certain additional registration rights with respect to the
Underwriter Warrants and the Underlying Shares under the Securities Act of
1933, as amended (the "Securities Act"). In addition, the Company has
agreed to indemnify the Underwriter against certain civil liabilities,
including liabilities under the Securities Act. See "UNDERWRITING."

(2) Before deducting expenses of this Offering payable by the Company (excluding
the Underwriting Discount), including the Non-Accountable Expense
Allowance, federal and state registration and filing fees and taxes, and
listing, printing, legal, accounting and transfer agent fees (collectively,
the "Offering Costs"). The net proceeds to the Company, after deducting all
commissions and the Offering Costs (the "Net Proceeds"), are estimated to
be $5,655,426 (approximately 82% of the gross proceeds of this Offering),
or $6,552,613 (approximately 83% of the gross proceeds of this Offering) if
the Over-Allotment Option (as hereinafter defined) is exercised in full.

(3) The Company has granted to the Underwriter an option, exercisable within 30
days after the Effective Date, to purchase up to 330,000 additional shares
of Common Stock of the Company and up to 330,000 additional Purchase
Warrants on the same terms and conditions as set forth above, solely to
cover over-allotments, if any (the "Over-Allotment Option"). If the
Over-Allotment Option is exercised in full, the total Price to Public,
Underwriting Discount and Proceeds to Company for Securities will be
increased to $7,906,250, $790,625 and $7,115,625. See "UNDERWRITING."

The Securities are offered subject to prior sale, when, as and if delivered
to and accepted by the Underwriter and subject to the approval of certain legal
matters by counsel and certain other conditions. It is expected that delivery of
the certificates representing the Securities will be made at the offices of
Barron Chase Securities, Inc., 7700 West Camino Real, Suite 200, Boca Raton,
Florida 33433, on or about , 1996.

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act") and, in accordance therewith,
is required to file reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Upon the Closing, the
Securities will be listed on Nasdaq and The Boston Stock Exchange. Accordingly,
such reports, proxy statements and other information can be inspected and copied
at the Commission's principal office, Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; the Northeast Regional Office of the
Commission at 7 World Trade Center, Suite 1300, New York, New York 10048; and
the Midwest Regional Office of the Commission, Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois

(Continued on next page)

2
<PAGE> 6

(Continued from previous page)

60661, where copies may be obtained upon payment of the fees prescribed by the
Commission, as well as at the offices of Nasdaq, 1735 K Street, N.W.,
Washington, D.C., and at the offices of The Boston Stock Exchange located at One
Boston Place, 38th Floor, Boston, MA 02108.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE REGISTERED
SECURITIES ISSUED IN THIS OFFERING AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON NASDAQ OR THE
BOSTON STOCK EXCHANGE OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

INVESTORS SHOULD CAREFULLY REVIEW THE FINANCIAL STATEMENTS WHICH ARE AN
INTEGRAL PART OF THIS PROSPECTUS.

[Balance of page intentionally left blank.]

3
<PAGE> 7

PROSPECTUS SUMMARY

The following is qualified in its entirety by reference to the more
detailed information and financial statements, including the notes thereto,
appearing elsewhere in this Prospectus. Each prospective investor is urged to
read this Prospectus in its entirety.

THE COMPANY

Since its inception as a New York corporation in February 1995, the
Company's activities have been limited to administrative activities and, in
February 1996, entering into an agreement to purchase the business of New York
Payroll Factors, Inc., a New York corporation organized in January 1989
("NYPF"). To date, the Company has not generated any revenues nor engaged in any
operations. THE CLOSING IS SUBJECT TO THE SIMULTANEOUS CLOSING OF THE NYPF
BUSINESS COMBINATION.

Since the purchase of its current business in January 1992, NYPF has
provided working capital financing to its customers (the "NYPF Customers")
through the discounted purchase of checks (commonly referred to as "check
factoring"), generally on a non-recourse basis with respect to the NYPF
Customers except to the extent of forged signatures on and stop payments of the
purchased checks. The NYPF Customers are small-and medium-sized independent
contracting firms located in the New York City metropolitan area and northern
New Jersey area, some of which provide goods and services to labor intensive
businesses such as apparel manufacturers (commonly referred to as "garment
industry" firms) and construction firms. Included among the NYPF Customers are
sewing contractors, wholesale distributors, independent trucking companies,
printing companies, converters, healthcare providers, insurers and commercial
real estate owners. The makers of the checks are manufacturers, construction
firms and other businesses paying for goods or services purchased from the NYPF
Customers. Occasionally, NYPF purchases checks directly from the manufacturers,
construction firms and other businesses themselves. The NYPF Customers, typical
of garment industry contractors and other small- and medium-sized vendors
generally, face extraordinary periodic short-term cash requirements. By
factoring checks, the NYPF Customer can realize cash more quickly.

Management of NYPF estimates that NYPF typically purchases checks for
between 98% and 99% of the face amount of the check, depending on the amount of
the check, the historical volume of checks purchased by NYPF from each NYPF
Customer, whether the checks are presented directly by the NYPF Customer or
through a broker, whether the checks actually have been presented to NYPF at the
time of NYPF's payment to the NYPF Customer, and whether those checks are
post-dated. (Management of NYPF believes that the dollar amount of checks
purchased before they are presented to NYPF, and post-dated checks, is not
material.) The weighted average discounted purchase price is 98.9% of the face
amount of the check. The difference between the face amount of the check and
NYPF's purchase price for the check is known as the "discount." The discount is
negotiated on a case by case basis. The Company believes that the NYPF Customers
prefer NYPF as opposed to more conventional financial institution financing as a
source of funds because (i) NYPF does not require complex credit agreements,
credit evaluation of NYPF Customers, guarantees or other credit enhancement,
financial statements, collateral or a minimum borrowing base of receivables or
inventory, all or some of which would typically be required by a financial
institution prior to establishing an accounts receivable or asset based line of
credit, and (ii) NYPF provides liquidity virtually upon demand of the NYPF
Customers, in larger amounts daily than most financial institutions are able to
supply. Management of NYPF estimates that during the six months ended June 30,
1996, the average face amount of a check purchased by NYPF was approximately
$3,600 (unaudited). In an attempt to limit its exposure arising from a purchased
check not being collectible, NYPF's policy is rarely to purchase any check

4
<PAGE> 8

the face amount of which is in excess of $50,000. See "RISK FACTORS -- Credit
Losses; Recessionary Environment" and "PROPOSED BUSINESS."

The Company's office is located at 211 East 70th Street, New York, New York
10021 and its telephone number is (212) 861-2867.

THE OFFERING

Securities offered......... 2,200,000 shares of Common Stock at $3.00 per Share
and 2,200,000 Purchase Warrants at $0.125 per
Purchase Warrant. The Shares and the Purchase
Warrants are separately transferable at any time
after the Effective Date. Each Purchase Warrant
entitles the registered holder thereof to
purchase, at any time during the period
commencing on the Effective Date, through
, 1999, one share of the Common Stock
at a price of $3.00 per share, subject to
adjustment under certain circumstances. The
Purchase Warrants offered hereby are not
exercisable unless, at the time of exercise, the
Company has a current prospectus covering the
shares of Common Stock issuable upon exercise of
the Purchase Warrants and such shares have been
registered, qualified or deemed to be exempt
under the securities laws of the states of
residence of the exercising holders of the
Purchase Warrants. Commencing after the Effective
Date, the Purchase Warrants are subject to
redemption by the Company, at the option of the
Company, at $0.25 per Purchase Warrant, upon 30
days prior written notice, if the closing bid
price, as reported on Nasdaq, or the closing sale
price, as reported on a national or regional
securities exchange, as applicable, of the shares
of the Common Stock for 30 consecutive trading
days ending within ten days of the notice of
redemption of the Purchase Warrants averages in
excess of $6.00 per share, subject to adjustment.
The Company is required to maintain an effective
registration statement with respect to the Common
Stock underlying the Purchase Warrants prior to
redemption of the Purchase Warrants. Prior to the
first anniversary of the Effective Date, the
Purchase Warrants will not be redeemable by the
Company without the written consent of the
Underwriter. See "DESCRIPTION OF SECURITIES" and
"UNDERWRITING."

Shares of Common Stock
Outstanding Prior to this
Offering................. 2,023,000 shares

After this Offering(1)..... 4,598,000 shares

Estimated Net Proceeds..... $5,655,426 (or $6,552,613 if the Over-Allotment
Option is exercised in full)

Use of Proceeds............ Approximately $2,995,000 (53%, or 46% if the
Over-Allotment Option is exercised in full) of
the Net Proceeds will be used to consummate the
NYPF Business Combination. Approximately $330,000
will be used to retire Company indebtedness to
certain individuals (the "Private Debt") and
approximately $2,330,000 (41%) of the estimated
Net Proceeds of $5,655,426 (or $3,228,000 or 49%
of the estimated Net Proceeds of $6,552,613 if
the Over-Allotment Option is exercised in full)
in the aggregate will be used for the discounted
purchase of checks, the payment of operating
expenses and other working capital

5
<PAGE> 9

purposes. See "USE OF PROCEEDS" and "PROPOSED
BUSINESS."

<TABLE>
<CAPTION>
PURCHASE
COMMON STOCK WARRANTS
------------ ---------
<S> <C> <C>
Nasdaq Symbols(2)............................................
Boston Stock Exchange Symbols(2).............................
</TABLE>

RISK FACTORS AND DILUTION

The Securities involve a high degree of risk and immediate substantial
dilution and should not be purchased by investors who cannot afford the loss of
their entire investment. See "RISK FACTORS," "DILUTION" and "USE OF PROCEEDS."

Purchasers of the Securities will incur immediate substantial dilution of
their investment. The unaudited net tangible book value of the Common Stock as
of June 30, 1996 was $(145,000) or ($0.08) per share. Immediately after the
issuance of an aggregate of 375,000 shares of the Common Stock in connection
with the closing of the NYPF Business Combination and the Closing (assuming that
a value of $0.125 is ascribed to the Purchase Warrants) and application of the
Net Proceeds, estimated to be $5,655,426, assuming no exercise of the
Over-Allotment Option, the pro forma net tangible book value of the Shares will
be $2,125,909 or $0.46 per Share, reflecting an immediate dilution of $2.54 per
Share (which represents approximately 85% of the public offering price of the
Shares). See "DILUTION" and Financial Statements of the Company.

- ---------------

(1) Includes the issuance of an aggregate of 375,000 shares of the Common Stock
to Gerald Schultz and Gerald Nimberg, affiliates of NYPF, in connection
with the closing of the NYPF Business Combination. The numbers of Shares
stated in the above table assume no exercise of the Over-Allotment Option
and do not include 2,200,000 shares of Common Stock reserved for issuance
upon exercise of the Purchase Warrants, 440,000 shares of Common Stock
reserved for issuance upon exercise of the Underwriter Warrants or 198,000
shares of Common Stock reserved for issuance upon exercise of options (the
"Lender Options") granted by the Company to certain individuals who have
loaned funds to the Company. The Lender Options are exercisable immediately
and continuing through the first anniversary of the Closing at an exercise
price of $1.00 per share.

(2) The inclusion of the Common Stock and the Purchase Warrants on Nasdaq and
The Boston Stock Exchange does not imply that an established public trading
market will develop therefor or, if developed, that such market will be
sustained. See "RISK FACTORS -- No Assurance of Public Market; Arbitrary
Determination of Offering Price," "USE OF PROCEEDS," "PROPOSED
BUSINESS -- The NYPF Business Combination," "PRINCIPAL SHAREHOLDERS," and
"UNDERWRITING."

6
<PAGE> 10

RISK FACTORS

The Securities are speculative, and involve immediate substantial dilution
and a high degree of risk, including, but not necessarily limited to, the
several factors described below. Each prospective investor should consider
carefully the following risk factors inherent in and affecting the business of
the Company and this Offering before making an investment decision.

RECENTLY ORGANIZED COMPANY; LIMITED RESOURCES; NO PRESENT SOURCE OF REVENUES

The Company was incorporated on February 10, 1995 and is in the development
stage. THE CLOSING IS SUBJECT TO THE SIMULTANEOUS CLOSING OF THE NYPF BUSINESS
COMBINATION. Since its inception, the Company's activities have been limited to
administrative activities and, in February 1996, entering into an agreement to
purchase the business of NYPF. The Company, to date, has not generated any
revenues nor engaged in any operations. There can be no assurances that NYPF, at
the time of the NYPF Business Combination, or at any time thereafter, will
derive any material revenues from its operations or operate on a profitable
basis.

QUALIFIED REPORT OF INDEPENDENT ACCOUNTANTS; GOING CONCERN

The Company's independent accountants' report on the Company's financial
statements includes an explanatory paragraph to the effect that THE COMPANY'S
ABILITY TO COMMENCE OPERATIONS IS DEPENDENT ON THE SALE OF THE SECURITIES OR
OTHER FUNDRAISING, WHICH RAISES SUBSTANTIAL DOUBTS ABOUT ITS ABILITY TO CONTINUE
AS A GOING CONCERN, and that the financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern. See "PROPOSED BUSINESS,"
"EXPERTS" and Financial Statements of the Company.

ELIMINATION OF LIABILITY FOR DIRECTORS

In accordance with New York law, the Company's Certificate of
Incorporation, as amended (the "Charter"), provides that a director of the
Company shall not be personally liable to the Company or its shareholders for
damages for any breach of duty in his/her capacity as a director, unless a
judgment or other final adjudication adverse to him/her establishes that (i)
his/her acts or omissions were in bad faith or involved intentional misconduct
or a knowing violation of law, or (ii) he/she personally gained in fact a
financial or other advantage to which he/she was not legally entitled or (iii)
his/her acts constituted the declaration of any dividend or other distribution,
approval of the purchase of shares of the Common Stock, the distribution of
assets to shareholders after dissolution of the Company or the making of any
loan to directors, in violation of the New York Business Corporation Law
("Corporate Law"). As a result of such Charter provisions, the rights of the
Company shareholders to recover monetary damages from directors of the Company
for breaches of directors' fiduciary duties may be significantly limited. See
"DESCRIPTION OF SECURITIES -- Charter and By Laws."

COMPETITION

GOVERNMENT REGULATION

7
<PAGE> 11

cashers such as NYPF, must file a Currency Transaction Report ("CTR") for each
deposit, withdrawal, exchange of currency, or other payment or transfer, by,
through, or to the financial institution which involves a transaction in
currency of more than $10,000. Any series of transactions within any calendar
day that total more than $10,000, and that NYPF has knowledge were effected by
or on behalf of the same person, must also be reported. In addition, NYPF is
required to report any "suspicious or unusual activity" to its Bank Secrecy Act
examiner, the Internal Revenue Service. The civil penalty imposed upon NYPF and
any director, officer or employee of NYPF willfully violating these requirements
is not more than the greater of the amount (not to exceed $100,000) involved in
the transaction (if any) or $25,000. Criminal penalties for intentional
violations include fines of up to $500,000, and up to ten years imprisonment, or
both.

During a typical week, approximately 25 of NYPF's check factoring
transactions require the filing of a CTR. The Company believes that NYPF's
computerized daily transaction reports, its staff training and supervision and
its diligence and persistence in obtaining from the NYPF Customers the
information required to be reported assist NYPF in complying with these
reporting requirements, but there can be no assurance that all information
reported by NYPF is accurate, complete, and in accordance with such statute and
regulations.

Although some states, including New York, have established limits on
check-cashing fees, management of NYPF has advised the Company that these limits
are not applicable to its business and that, in any event, NYPF's discount of
the face amount of checks that it purchases is within these limits. NYPF is
subject to all local laws and ordinances relating to weapons carried by its
security guards, messengers and other employees.

There can be no assurance that the Company will not be materially adversely
affected by legislation or regulations enacted in the future. See "PROPOSED
BUSINESS -- Regulation."

INHERENT RISKS OF CASH BUSINESS

The check factoring business requires cash availability, which presents a
certain degree of risk of cash shortages from employee error and theft. NYPF has
implemented controls and security procedures to minimize this risk, including a
policy requiring cash counting, before delivery to a NYPF Customer, by two
employees and daily cash activity reconciliation and monthly reconciliation of
cash with bank statements; however, the risk cannot be completely eliminated.
NYPF maintains insurance to cover losses from theft in the amount of $500,000
per occurrence on a claims made basis. In addition, NYPF is subject to losses
from returned checks. See "-- Credit Losses; Recessionary Environment,"
"PROSPECTUS SUMMARY -- The Company," "MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION" and "PROPOSED BUSINESS -- Security."

CREDIT LOSSES; RECESSIONARY ENVIRONMENT

The financial failure or dishonesty of the NYPF Customers or the makers of
the checks presented to the NYPF Customers and ultimately purchased by NYPF may
adversely affect the Company's ability to recover fully amounts due on checks
purchased by the Company. Accordingly, the Company will make provisions for
credit losses. The allowance for credit losses is determined after evaluating
the outstanding checks, current economic conditions, changes in the nature and
the volume of the outstanding checks, past loss experience and other pertinent
considerations. Many of these considerations involve significant estimation and
are subject to rapid changes which may be unforeseen by management and could
result in immediate increased losses and material adjustments to the allowance.
As a result, ultimate losses could be significant and may vary from current
estimates and the amount of provisions for credit losses may be either greater
or less than actual future charge-offs of the bad checks relating to these
provisions. Additionally, NYPF's results of operations could be materially and
adversely affected if NYPF were to experience a loss as a result of the purchase
of fraudulent or otherwise uncollected checks. See "PROPOSED BUSINESS."
Moreover, the risks to which NYPF's business will be subject become more acute
in an economic slowdown or recession because less business activity is generated
by the NYPF Customers, resulting in decreased factoring fees and financial
ability of NYPF Customers and makers of checks to pay outstanding checks, and in
increased credit losses. Some of the

8
<PAGE> 12

NYPF Customers and their customers are start-up or less mature ventures that may
be more susceptible to economic slowdowns or recessions. See "-- Inherent Risks
of Cash Business."

ABILITY OF THE COMPANY TO CONTINUE ITS GROWTH STRATEGY

The Company's growth strategy is dependent upon its ability to increase
NYPF's factored check volume by purchasing checks which are fully collectible.
In 1995, NYPF's fee income from factored checks decreased from 1994 by 3.8% to
$1,467,620 but its net income increased over 1994 by 50.5% to $288,601,
primarily as a result of reduction in management compensation. NYPF experiences
turnover in its NYPF Customer base over approximately a five-year period as a
result primarily of credit issues. Therefore, NYPF's ability to further
implement its strategy for continued growth of factored check volume is largely
dependent upon NYPF's ability to attract and retain quality NYPF Customers in a
competitive market and on the business growth of NYPF Customers, which may be
affected by a number of factors not within NYPF's control. Historical growth
rates are not necessarily indicative of future results. See "MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION -- Results of Operations -- NYPF."

DEPENDENCE ON AVAILABILITY OF FUNDING SOURCES

To date, NYPF has obtained substantially all of its funds for its check
factoring activities from unsecured loans from individuals, including its
officer, Gerald Schultz, and from four financial institutions and three
financial services firms, all of which liabilities are anticipated to be
extinguished upon the closing of the NYPF Business Combination. While the
Company expects to have continued access to credit after expiration of these
facilities, there is no assurance that such financing will be available, or if
available, that it will be on terms as favorable. Although the Company's
management currently is discussing with several lending institutions, including
among others NYPF's current lenders, potential financing arrangements after the
closing of the NYPF Business Combination, no agreements or understandings in
principle exist. In the event the Company were not able to renew or find
alternative financing for its activities, the Company would be forced to curtail
or cease its check factoring business. See "-- Possible Use of Debt Financing;
Debt of NYPF" and "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION --
Liquidity and Capital Reserves -- NYPF."

POSSIBLE NEED FOR ADDITIONAL FINANCING

The Company has had no revenues to date and is dependent upon the proceeds
of this Offering to consummate the NYPF Business Combination. Although the
Company believes that the proceeds of this Offering will be sufficient to effect
the NYPF Business Combination, the Company cannot ascertain with any degree of
certainty the capital requirements of NYPF's operations after the Closing. In
the event that the Net Proceeds prove to be insufficient for such purposes, the
Company will be required to seek additional financing. The failure by the
Company to secure such additional financing could have a material adverse effect
on the continued development or growth of the Company. See "-- Dependence on
Availability of Funding Sources," "-- Possible Use of Debt Financing; Debt of
NYPF" and "PROPOSED BUSINESS."

POSSIBLE USE OF DEBT FINANCING; DEBT OF NYPF

There are currently no limitations relating to the Company's or NYPF's
ability to borrow funds to increase the amount of capital available to the
Company to finance the operations of NYPF. The amount and nature of any
borrowings by the Company will depend on numerous considerations, including the
Company's capital requirements, the Company's perceived ability to meet debt
service on any such borrowings and the then prevailing conditions in the
financial markets, as well as general economic conditions. Although the
Company's management currently is discussing with several lending institutions,
including among others NYPF's current lenders, potential financing arrangements
after the closing of the NYPF Business Combination, no agreements or
understandings in principle exist. There can be no assurances that debt
financing, if required or otherwise sought, would be available on terms deemed
to be commercially acceptable and in the best interests of the Company. The
inability of the Company to borrow funds required to continue its operations or
to provide funds for an additional infusion of capital may have a material
adverse effect on the

9
<PAGE> 13

Company's financial condition and future prospects. Additionally, to the extent
that debt funding ultimately proves to be available, any borrowings may subject
the Company to various risks traditionally associated with incurring of
indebtedness, including the risks of interest rate fluctuations and
insufficiency of cash flow to pay principal and interest. As of December 31,
1995, NYPF had available to it (i) financing in the form of informal,
uncollateralized relationships with financial institutions, as well as (ii)
working capital loans made by individuals not affiliated with NYPF in the
aggregate amount outstanding at December 31, 1995 of $600,000, acquisition debt
(from the 1992 acquisition by NYPF of its current business) of $179,121, and
loans from an officer of NYPF, Mr. Schultz, in the amount of $472,816. As of
June 30, 1996, (i) financing by institutions and financial services firms was in
the aggregate amount of $400,000, and (ii) working capital loans by unaffiliated
individuals was in the aggregate amount outstanding of $990,000, acquisition
debt outstanding was $139,526 and the outstanding amount of the loans from Mr.
Schultz was $655,423. All amounts outstanding under the relationships, line and
loans are anticipated to be extinguished upon the closing of the NYPF Business
Combination. See "-- Secured Creditor of NYPF," "MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION -- Liquidity and Capital Resources -- NYPF" and
Notes 3, 4 and 6 to Financial Statements of NYPF.

SECURED CREDITOR OF NYPF

On June 12, 1996, a Working Capital Management Account Line of Credit
Agreement between NYPF and a financial services firm was activated whereby the
maximum principal amount outstanding at any time would be $300,000, which is
collateralized by most of the assets of NYPF. There can be no assurance that
NYPF will satisfy its obligations under the current agreement and, accordingly,
that the lender will not acquire all or any portion of NYPF's assets in
satisfaction of those obligations. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION -- Liquidity and Capital Resources -- NYPF" and Note 6 to
Financial Statements of NYPF.

EFFECTS OF INFLATION

The Company believes that the results of its operations subsequent to the
NYPF Business Combination could be materially impacted by inflation if inflation
materially adversely affected the operations of the NYPF Customers and their
customers, and if inflation materially increased NYPF's costs of obtaining
working capital (e.g., if the Company entered into larger lines of credit in
lieu of its maintaining some of the current bank deposits against which it
negotiates checks purchased by it).

DEPENDENCE UPON KEY PERSONNEL

The operations of the Company largely depend upon the efforts of Irwin
Zellermaier, the Company's Chairman, Chief Executive Officer and director, and,
until the closing of the NYPF Business Combination, President, David Bader, the
Company's Vice President, Secretary, Treasurer, Chief Financial Officer and
director, and Gerald Nimberg, who, upon the closing of the NYPF Business
Combination, will become the Company's President, Chief Operating Officer and
director. See "MANAGEMENT." It is anticipated that Messrs. Zellermaier, Nimberg
and Bader are the only persons whose activities will be material to the
operations of the Company subsequent to the NYPF Business Combination. Each of
them is or will be, as of the closing of the NYPF Business Combination, a party
to an employment agreement with the Company. The Company has obtained "key man"
life insurance on the lives of Messrs. Zellermaier and Nimberg, each policy
being in the amount of $1,000,000. Although the Company anticipates it will
maintain this "key man" life insurance for at least five years from the
Effective Date, no assurances can be given that such insurance can be maintained
at reasonable rates, if at all. The loss of the services of any of Messrs.
Zellermaier, Bader or Nimberg before suitable replacements are obtained could
have a material adverse effect on the Company's capacity to successfully achieve
its business objectives. See "MANAGEMENT -- Employment Agreements/Executive
Compensation."

10
<PAGE> 14

CONFLICT OF INTEREST

It is anticipated that Mr. Zellermaier will devote approximately 75% of his
business time to the affairs of the Company and, accordingly, may have conflicts
of interest in allocating his management time among the Company's operations and
various real estate-related activities that will not be in conflict with the
Company's business. See "MANAGEMENT -- Conflicts of Interest."

VOTING CONTROL BY INSIDERS

Following the Closing, the officers and directors of the Company, including
Mr. Nimberg, will own in the aggregate approximately 25.6% of the Company's
outstanding Common Stock, assuming no exercise of the Purchase Warrants, the
Over-Allotment Option, the Underwriter Warrants or the Lender Options, and
approximately 17.3% of the Company's outstanding Common Stock if the Purchase
Warrants are exercised in full but assuming no exercise of the Over-Allotment
Option, the Underwriter Warrants, or the Lender Options. In the election of
directors, shareholders are not entitled to cumulate their votes for nominees.
As a result, the officers and directors of the Company are in a position to have
a significant impact on the outcome of substantially all matters on which
shareholders are entitled to vote, including the election of directors. See
"PRINCIPAL SHAREHOLDERS" and "DESCRIPTION OF SECURITIES."

DIVIDEND POLICY

The Company has not paid any dividends on its capital stock to date and
does not currently intend to pay cash dividends in the foreseeable future. The
payment of dividends, if any, will be contingent upon the Company's revenues and
earnings, if any, capital requirements and general financial condition
subsequent to the NYPF Business Combination. The payment of any dividends
subsequent to the NYPF Business Combination will be within the discretion of the
Company's then Board of Directors. It is the current intention of the Board of
Directors to retain all earnings, if any, for use in the Company's business
operations and, accordingly, the Board does not anticipate paying any cash
dividends in the foreseeable future. See "DESCRIPTION OF
SECURITIES -- Dividends."

USE OF PROCEEDS TO REPAY DEBT

Approximately 330,000 (6%) of the estimated Net Proceeds will be applied to
repay the Private Debt. There is no assurance that the remaining Net Proceeds,
together with the actual cash flow from the Company's operations, will be
sufficient to meet its working capital requirements. See "USE OF PROCEEDS" and
"MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION -- Liquidity and
Capital Resources -- NYPF."

NO ASSURANCE OF PUBLIC MARKET; ARBITRARY DETERMINATION OF OFFERING PRICE

Prior to this Offering, there has been no public market for the Common
Stock or the Purchase Warrants. It is anticipated that, upon the Closing,
trading of the Securities will be conducted on Nasdaq or The Boston Stock
Exchange. There is no assurance that an active trading market in the Common
Stock or the Purchase Warrants will develop or that, if developed, any such
market will be sustained. The liquidity of the Company's shareholders in its
securities depends upon the development and continuation of that market. The
offering price of the Shares and the Purchase Warrants, as well as the exercise
price and other terms of the Purchase Warrants, have been determined by
negotiation between the Company and the Underwriter and bear no relationship to
the Company's asset value, net worth or other established criteria of value.
There can be no assurance that the market price of those securities will be
sustained at the offering price. See "DESCRIPTION OF SECURITIES -- Certain
Market Information" and "UNDERWRITING."

IMMEDIATE SUBSTANTIAL DILUTION; DISPARITY OF CONSIDERATION

New investors will incur an immediate and substantial dilution of
approximately $2,125,909 or $2.54 per Share (assuming no exercise of the
Purchase Warrants, the Over-Allotment Option, the Underwriter Warrants or the
Lender Options.) The existing shareholders of the Company acquired their shares
of

11
<PAGE> 15

Common Stock at a nominal price. Accordingly, new investors will bear virtually
all of the risks inherent in an investment in the Company. See "DILUTION" and
"PROPOSED BUSINESS."

SHARES ELIGIBLE FOR FUTURE SALE

All of the 2,398,000 shares of Common Stock issued and outstanding before
giving effect to the Securities purchased in this Offering (which amount, for
this purpose, includes an aggregate of 375,000 shares to be issued to Gerald
Schultz and Gerald Nimberg, affiliates of NYPF, in connection with the closing
of the NYPF Business Combination), referred to in this Prospectus as the
"Current Shares," as well as the 198,000 shares of Common Stock issuable upon
exercise of the Lender Options, are "restricted securities," as that term is
defined under Rule 144 ("Rule 144"), promulgated under the Securities Act, and
may only be sold pursuant to a registration statement under the Securities Act,
in compliance with Rule 144, or pursuant to another exemption therefrom. For a
description of Rule 144, see "DESCRIPTION OF SECURITIES -- Certain Market
Information." None of such shares will be eligible for sale under Rule 144 prior
to April 25, 1998. Furthermore, the holders of all of the Current Shares and all
of the Lender Options have agreed not to sell, transfer or otherwise dispose of
any shares of Common Stock or any Lender Options for a period of 24 months from
the Effective Date, or any longer period required by the law of any state. The
Company is unable to predict the effect that any subsequent sales of the
Company's securities by its existing shareholders, under Rule 144 or otherwise,
may have on the then-prevailing market price of the Common Stock, although such
sales could have a depressive effect on such market price. Nevertheless, the
possibility that substantial amounts of Common Stock may be sold in the public
market may adversely affect prevailing market prices for the Common Stock and
could impair the Company's ability to raise capital through the sale of its
equity securities. See "PROPOSED BUSINESS -- The NYPF Business Combination,"
"PRINCIPAL SHAREHOLDERS" and "DESCRIPTION OF SECURITIES -- Shares Eligible for
Future Sale."

NASDAQ ELIGIBILITY AND MAINTENANCE; POSSIBLE DELISTING OF SECURITIES FROM NASDAQ

Under the current rules relating to the listing of securities on Nasdaq, a
company must have at least $4,000,000 in total assets, at least $2,000,000 in
stockholders equity, and a minimum bid price of $3.00 per share. For continued
listing, a company must maintain at least $2,000,000 in total assets, at least
$1,000,000 in stockholders equity, and a minimum bid price of $1.00 per share.

The Common Stock and the Purchase Warrants (the "Listed Securities") are
expected to be eligible for initial listing on Nasdaq under these rules upon the
Closing. If at any time after issuance the Common Stock and Purchase Warrants
are not listed on Nasdaq, and no other exclusion from the definition of a "penny
stock" under the Exchange Act were available, transactions in the Listed
Securities would become subject to the penny stock regulations which impose
additional sales practice requirements on broker-dealers who sell such
securities. See "-- Risk of Low-Priced Stocks."

If the Company should experience losses from operations, it may be unable
to maintain the standards for continued listing and the Listed Securities could
be subject to delisting from Nasdaq. Trading, if any, in the Listed Securities
would thereafter be conducted in the over-the-counter market on an electronic
bulletin board established for securities that do not meet the Nasdaq listing
requirements or in what are commonly referred to as the "pink sheets." As a
result, an investor may find it more difficult to dispose of, or to obtain
accurate quotations as to the price of, the Listed Securities.

RISK OF LOW-PRICED STOCKS

If the Listed Securities were delisted from Nasdaq, and no other exclusion
from the definition of a "penny stock" under applicable Commission regulations
were available, such Listed Securities would be subject to the penny stock rules
that impose additional sales practice requirements on broker-dealers who sell
such securities to persons other than established customers and accredited
investors (generally defined as investors with net worth in excess of $1,000,000
or annual income exceeding $200,000, or $300,000 together with spouse). For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase and must have received the
purchaser's written consent to the transaction prior

12
<PAGE> 16

to sale. Consequently, delisting from Nasdaq, if it were to occur, could
materially adversely affect the ability of broker-dealers to sell the Listed
Securities and the ability of purchasers in this Offering to sell their
Securities in the secondary market. See "DESCRIPTION OF SECURITIES -- Certain
Market Information."

UNDERWRITER'S INFLUENCE ON THE MARKET

A significant amount of the Securities may be sold to customers of the
Underwriter. Such customers subsequently may engage in transactions for the sale
or purchase of such Securities through or with the Underwriter. Although it has
no obligation to do so, the Underwriter has indicated to the Company that it
intends to make a market in the Securities. Such market-making activity may be
discontinued at any time. The price and liquidity of the Common Stock and
Purchase Warrants may be significantly affected by the degree, if any, of the
Underwriter's participation in such market. If the Underwriter ceases making a
market, the market and market prices for such Securities may be adversely
affected and the holders thereof may be unable to sell the Securities. See
"DESCRIPTION OF SECURITIES -- Certain Market Information."

NON-REGISTRATION IN CERTAIN JURISDICTIONS OF SHARES UNDERLYING THE PURCHASE
WARRANTS

The Purchase Warrants are not exercisable unless, at the time of exercise,
the Company has a current prospectus covering the shares of Common Stock
issuable upon exercise of the Purchase Warrants and such shares have been
registered, qualified or deemed to be exempt under the securities laws of the
states of residence of the exercising holders of the Purchase Warrants. Although
the Company will use its best efforts to have all of the shares of Common Stock
issuable upon exercise of the Purchase Warrants registered or qualified on or
before the exercise date and to maintain a current prospectus relating thereto
until the expiration of the Purchase Warrants, there is no assurance that it
will be able to do so.

Although the Purchase Warrants will not knowingly be sold to purchasers in
jurisdictions in which the Securities are not registered or otherwise qualified
for sale, purchasers may buy Purchase Warrants in the after-market or may move
to jurisdictions in which the shares underlying the Purchase Warrants are not so
registered or qualified during the period that the Purchase Warrants are
exercisable. In this event, the Company would be unable to issue shares of
Common Stock to those persons desiring to exercise their Purchase Warrants
(whether in response to a redemption notice or otherwise), unless and until the
shares could be qualified for sale in the jurisdictions in which such purchasers
reside, or exemptions exist in such jurisdictions from such qualification.
Purchase Warrant holders would have no choice but to attempt to sell the
Purchase Warrants or allow them to expire unexercised. See "DESCRIPTION OF
SECURITIES -- Purchase Warrants."

NON-EXERCISE OF PURCHASE WARRANTS CALLED FOR REDEMPTION

Commencing after the Effective Date, the Purchase Warrants are subject to
redemption by the Company, at the option of the Company, at $0.25 per Purchase
Warrant, upon 30 days prior written notice, if the closing bid price, as
reported on Nasdaq, or the closing sale price, as reported on a national or
regional securities exchange, as applicable, of the shares of the Common Stock
for 30 consecutive trading days ending within ten days of the notice of
redemption of the Purchase Warrants averages in excess of $6.00 per share,
subject to adjustment. Prior to the first anniversary of the Effective Date, the
Purchase Warrants will not be redeemable by the Company without the written
consent of the Underwriter. The Company is required to maintain an effective
registration statement with respect to the Common Stock underlying the Purchase
Warrants prior to redemption of the Purchase Warrants. In the event the Company
elects to redeem the Purchase Warrants, such Purchase Warrants will be
exercisable until the close of business on the date for redemption fixed in such
notice. If any Purchase Warrant called for redemption is not exercised by such
time, it will cease to be exercisable and the holder will be entitled only to
the redemption price. Redemption of the Purchase Warrants could force Purchase
Warrant holders either to (i) exercise the Purchase Warrants and pay the
exercise price thereof at a time when it may be less advantageous economically
to do so, or (ii) accept the redemption price in consideration for cancellation
of the Purchase Warrants, which could be substantially less than the market
value thereof at the time of redemption. See "DESCRIPTION OF SECURITIES --
Purchase Warrants."

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<PAGE> 17

UNDERWRITER WARRANTS

In connection with this Offering, the Company has agreed to sell to the
Underwriter and/or persons related to the Underwriter, for nominal
consideration, the Common Stock Underwriter Warrants and the Warrant Underwriter
Warrants. See note (1) to the table on the cover page of this Prospectus. The
holders of the Underwriter Warrants will have certain registration rights with
respect to the Underwriter Warrants and the Underlying Shares. See
"UNDERWRITING." In addition, the sale, or even the possibility of sale, of the
Underlying Shares could have an adverse effect on the market price for the
Company's securities or on the Company's ability to obtain future public
financing. If and to the extent the Underwriter Warrants are exercised,
shareholders may experience dilution in the book value of their holdings. See
"DILUTION."

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<PAGE> 18

USE OF PROCEEDS

The Net Proceeds to the Company, after the Offering Costs of approximately
$532,074 from the sale of the Securities and the Underwriting Discount, are
estimated to be $5,655,426. If the Over-Allotment Option is exercised in full,
the Offering Costs would be $563,012 and the Net Proceeds would be $6,552,613.

Approximately $2,995,000 of such Net Proceeds will be used to consummate
the NYPF Business Combination. Of the remaining Net Proceeds, approximately
$330,000 will be used to retire the aggregate amount of the Private Debt to
David A. Viets, M. S. Chen, Dr. Isreal Kazew, John G. Watson, Dominic Ricci,
Anthony Fazio, Regis Ferguson, Christopher J. Wetzel and Yung I. Park, M.D. (all
holders of Lender Options and none an affiliate of the Company or the lender of
more than $100,000 to the Company), bearing simple interest at the annual rate
of 12% payable upon the Closing. Approximately $2,330,000 (approximately
$3,228,000 if the Over-Allotment Option is exercised in full) of such Net
Proceeds will be retained by the Company for working capital purposes primarily
utilized for the discounted purchase of checks. The proceeds of the Private
Debt, which was incurred by the Company from February through May 1996, provided
interim working capital and were used to pay a portion of the Offering Costs.
See "PROPOSED BUSINESS," "MANAGEMENT -- Employment Agreements/Executive
Compensation" and Note 3 to Financial Statements of the Company.

The foregoing estimates of uses of the Net Proceeds are summarized in the
following table:

<TABLE>
<CAPTION>
IF THE OVER-ALLOTMENT OPTION IS IF THE OVER-ALLOTMENT OPTION IS
NOT EXERCISED EXERCISED IN FULL
------------------------------------ ------------------------------------
AMOUNT PERCENTAGE TOTAL AMOUNT PERCENTAGE TOTAL
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net Proceeds.......... $5,655,426 $6,552,613
Uses of Net Proceeds:
Payable to
Consummate the NYPF
Business
Combination...... $2,995,000 53% $2,995,000 46%
Payable to
Retire the Private
Debt............. 330,000 6% 330,000 5%
Used for Discounted
Purchase of
Checks.............. 1,747,500 31% 2,420,710 37%
Used for Operating
Expenses, Including
Salaries,
Commissioned Agent
Fees, Rent and Other
Office Expenses..... 349,500 6% 484,142 7%
Used for Other Working
Capital............. 233,000 4% 322,761 5%
Total
Uses...... $5,655,426 $6,552,613
</TABLE>

The Net Proceeds not immediately required for the purposes set forth above
will be invested in United States Government securities or other minimum risk,
short-term interest-bearing investments; provided, however, that the Company
will attempt not to invest the Net Proceeds in a manner which may result in the
Company being deemed to be an investment company under the Investment Company
Act of 1940.

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<PAGE> 19

CAPITALIZATION

The following table sets forth the capitalization of the Company at June
30, 1996, as adjusted on a pro forma basis to give effect to the issuance during
July 1996 of an aggregate of 265,000 shares of the Common Stock for total
proceeds to the Company of $265, the issuance of an aggregate of 375,000 shares
of the Common Stock to Gerald Schultz and Gerald Nimberg, affiliates of NYPF, in
connection with the closing of the NYPF Business Combination as part of the
consideration for NYPF's assets having an aggregate value of $60,218, the sale
of 2,200,000 Shares and 2,200,000 Purchase Warrants being offered hereby and the
application of the estimated Net Proceeds from the sale of securities as set
forth under "USE OF PROCEEDS." See "PROPOSED BUSINESS -- The NYPF Business
Combination" and "PRINCIPAL SHAREHOLDERS." This table should be read in
conjunction with the Company's financial statements and the notes thereto
included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
AS ADJUSTED
FOR THIS
OUTSTANDING OFFERING
----------- -----------
<S> <C> <C>
Long-Term Debt less current portion................................... $ 200,000
Common Stock, $.001 par value: 20,000,000 shares authorized; 1,758,000
shares issued; 4,598,000 as adjusted for issuances after June 30,
1996, the closing of the NYPF Business Combination and this
Offering(1)......................................................... $ 1,758 4,598
Additional paid in capital............................................ 11,176 6,756,438
Deferred offering costs............................................... (77,589)
Accumulated deficit................................................... (80,345) (80,345)
--------- ----------
Total shareholders' equity.................................. $ (145,000) $ 6,680,691
========= ==========
</TABLE>

- ---------------

(1) Includes the issuance of 265,000 shares after June 30, 1996 but before the
Closing and the issuance of an aggregate of 375,000 shares to Messrs.
Schultz and Nimberg in connection with the closing of the NYPF Business
Combination. Assumes no exercise of the Purchase Warrants, the
Over-Allotment Option, the Underwriter Warrants, or the Lender Options. See
"PROSPECTUS SUMMARY -- The Offering," "PROPOSED BUSINESS -- The NYPF
Business Combination," "PRINCIPAL SHAREHOLDERS," "UNDERWRITING" and Note 6
to Financial Statements of the Company.

16
<PAGE> 20

DILUTION

The difference between the public offering price per share and the pro
forma net tangible book value per share of Common Stock of the Company after
this Offering constitutes the dilution to investors in this Offering. Net
tangible book value per share is determined by dividing the net tangible book
value of the Company (total tangible assets less total liabilities and loan
origination costs) by the number of outstanding shares of Common Stock.

At June 30, 1996, the unaudited net tangible book value of the Company was
$(145,000) or approximately $(0.08) per share of capital stock of the Company
(based upon 1,758,000 shares then outstanding). After giving effect to the
issuance during July 1996 of an aggregate of 265,000 shares of the Common Stock
for total proceeds to the Company of $265, the closing of the NYPF Business
Combination, the issuance of an aggregate of 375,000 shares of the Common Stock
to Messrs. Schultz and Nimberg in connection with that closing as part of the
consideration for NYPF's assets having an aggregate value of $60,218, the sale
of 2,200,000 Shares offered hereby (and assuming that a value of $0.125 is
ascribed to the Purchase Warrants offered hereby) and the application of the
estimated Net Proceeds, the pro forma net tangible book value of the Company at
June 30, 1996 would have been $2,125,909 or approximately $0.46 per share,
representing an immediate increase in net tangible book value of $2,270,909 or
$0.54 per share to existing shareholders and an immediate dilution of $2.54 per
Share to new investors (which represents 85% of the public offering price of the
Shares). As of the date hereof, there are currently no plans, proposals,
arrangements, understandings or obligations with respect to the sale of
additional securities to any persons for the period commencing with the Closing,
other than the Company's issuance of shares of Common Stock upon the exercise of
the Over-Allotment Option, the Underwriter Warrants and the Lender Options. See
"PROSPECTUS SUMMARY -- The Offering," "PROPOSED BUSINESS -- The NYPF Business
Combination," "PRINCIPAL SHAREHOLDERS," "UNDERWRITING" and Financial Statements
of the Company.

The following table illustrates the foregoing information with respect to
dilution to new investors on a per-Share basis after this Offering:

<TABLE>
<S> <C> <C>
Initial public offering price per Share............................... $3.00
Net tangible book value per share of Common Stock, before this
Offering............................................................ $(0.08)
Increase per share of Common Stock attributable to payment by new
investors........................................................... 0.54
------
Pro forma adjusted net tangible book value per share of Common Stock
after this Offering................................................. 0.46
Net tangible book value dilution to new investors per Share of Common
Stock............................................................... $2.54
=====
</TABLE>

17
<PAGE> 21

The following table sets forth as of the Effective Date, with respect to
existing shareholders (including for this purpose Messrs. Schultz and Nimberg,
who will become shareholders upon the closing of the NYPF Business Combination)
and new investors, on a pro forma basis, a comparison of the number of shares of
Common Stock acquired from the Company, their percentage ownership of such
shares, the total consideration paid, the percentage of total consideration paid
and the average price per share of Common Stock:

<TABLE>
<CAPTION>
SECURITIES
PURCHASED(1) TOTAL CONSIDERATION
---------------------- -----------------------
AMOUNT PERCENTAGE AMOUNT PERCENTAGE
--------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Existing Shareholders..................... 2,398,000 52.2% $1,127,023 14.1%
New Investors -- Shares................... 2,200,000 47.8% 6,600,000 82.5%
New Investors -- Purchase Warrants........ 2,200,000 100.0% 275,000 3.4%
---------- -----
$8,002,023 100%
========== =====
</TABLE>

- ---------------

(1) The above table assumes no exercise of the Purchase Warrants, the
Over-Allotment Option, the Underwriter Warrants or the Lender Options. If
the Over-Allotment Option is exercised in full with respect to Shares and
with respect to Purchase Warrants, the new investors will have paid
$7,906,250 for 2,530,000 Shares and 2,530,000 Purchase Warrants,
representing approximately 87.5% of the total consideration of $9,033,273.
See "PROSPECTUS SUMMARY -- The Offering," "PRINCIPAL SHAREHOLDERS" and
"UNDERWRITING."

18
<PAGE> 22

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with the Financial
Statements and Notes thereto of the Company and NYPF included elsewhere in this
Prospectus.

GENERAL

The Company was organized in February 1995, and to date has had no revenues
and has not engaged in any operations. THE CLOSING IS SUBJECT TO THE
SIMULTANEOUS CLOSING OF THE NYPF BUSINESS COMBINATION. In addition to the
consummation of the NYPF Business Combination and entering into the check
factoring business, the Company may explore the possibility of offering other
financial services, including accounts receivable, asset based lending and
medical receivables financing. The Company has no agreements, agreements in
principle or understandings with respect to entering into these other commercial
finance areas and does not intend to enter into these areas in the immediate
future. See "PROPOSED BUSINESS -- The NYPF Business Combination" and
"-- Employees."

RESULTS OF OPERATIONS -- NYPF

The following discussion is based solely upon information provided to the
Company and its accountants by NYPF's management and accountants.

Six Months Ended June 30, 1996 Compared to Six Months Ended June 30, 1995
(Unaudited)

For the six months ended June 30, 1996, NYPF derived fee income of
$1,222,485 from the purchase of checks, as compared to $709,367 for the
six-month period ended June 30, 1995. This increase of approximately $513,118
(approximately 72.3%) was a result of the activities of a commissioned agent.
Purchased checks increased from $66,118,350 in the first six months of 1995 to
$111,761,845 in the first six months of 1996. See "PROPOSED BUSINESS -- Sources
of Business" and "-- Commissioned Agent."

Selling, general and administrative expenses, including, among other
expenses, amounts paid in respect of sales representatives, payroll and related
expenses and office overhead costs (including rent) increased by approximately
$304,656 (100.9%) to $606,534 for the six months ended June 30, 1996, as
compared to $301,878 for the six-month period ended June 30, 1995. This increase
was primarily a result of a $167,500 increase in commissions to the commissioned
agent and a $12,500 increase in rent expense due to the opening of a third
location in New York City. NYPF's payroll costs increased to approximately
$115,000 from $92,760 primarily as a result of additional employees hired at its
new facility. Selling, general and administrative expenses constituted
approximately 49.6% and 42.6% of fee income for the six months ended June 30,
1996 and June 30, 1995, respectively. NYPF's President received no compensation
for the six months ended June 30, 1996 and June 30, 1995.

19
<PAGE> 23

For the six-month period ended June 30, 1996, interest expense was $228,815
versus $119,472 for the comparable six-month period in 1995. This increase of
$109,343 (or 91.5%) is a result of increased borrowings at June 30, 1996 of over
$789,000 as compared to the borrowings at June 30, 1995. (See "-- Liquidity and
Capital Resources -- NYPF.")

Net income for the six-month period ended June 30, 1996 was $354,226 as
compared to $260,561 for the six-month period ended June 30, 1995, representing
an increase by approximately 35.9%. This increase resulted from an increase of
69.0% in the purchase of checks resulting in increased fee income of
approximately 72.3% offset by increases in selling, general and administrative
expenses and interest expenses noted above. Net income as a percentage of fee
income was approximately 29.0% and 36.7% for the three months ended June 30,
1996 and June 30, 1995, respectively.

Year Ended December 31, 1995 Compared to Year Ended December 31, 1994

For the year ended December 31, 1995, NYPF derived fee income of $1,467,620
from the purchase of checks in the aggregate face amount of $136,471,119, as
compared to fee income of $1,525,378 from the purchase of checks in the
aggregate face amount of $144,465,381 for the year ended December 31, 1994,
representing a decrease in fee income of $57,758 or 3.8%. Fee income decreased
as a result of a decrease in the purchase of checks in 1995 of approximately
$8,000,000 or 5.5% as compared to 1994 because the revenues of the businesses of
most of the NYPF Customers (related to the garment industry) declined in 1995 as
compared to 1994, and new competitors of NYPF entered its operating market in
1995.

Selling, general and administrative expenses, including, among other
expenses, amounts paid in respect of sales representatives, payroll and related
expenses and office overhead costs decreased by approximately 17.4% to $941,201,
for the year ended December 31, 1995 as compared to $1,139,757 for the year
ended December 31, 1994. This decrease was due primarily to a decrease in
officers' salaries from $453,000 in 1994 to $270,000 in 1995 (or $183,000) as a
result of management's decision to reduce officers' salaries to reflect an
overall reduction in fee income. The Company anticipates that, upon the closing
of the NYPF Business Combination, officers' salary expense will increase by
$80,000 (30%) to $350,000 per annum. See "MANAGEMENT -- Employment
Agreements/Executive Compensation." Bad debt expense decreased by approximately
$22,000 due to the reduced volume of purchased checks and a focus on increased
credit monitoring procedures. Other costs in 1995, primarily office payroll
costs and related expenses of $235,000, security services of $75,000 and bank
charges of $48,000 remained relatively consistent with 1994 expenses. Excluding
officers' salaries, selling, general and administrative expenses were $671,201
and $686,757 in 1995 and 1994, respectively, reflecting minimal variance in
NYPF's overhead costs. Selling, general and administrative expenses constituted
approximately 64.1% and 74.7% of fee income for the fiscal years ended December
31, 1995 and December 31, 1994, respectively.

Interest expense of $176,960 in 1994 increased by $33,744 (or 19%) to
$210,704 in 1995 due to NYPF's increase in average borrowing during 1995 and
increases in interest rates of borrowings from related parties.

NYPF's provision for income taxes reflects primarily the provision for New
York City income taxes as NYPF is approved for S corporation status for federal
and state income tax purposes, which provides for corporate taxable income to be
passed through directly to the shareholders.

Net income for the year ended December 31, 1995 increased by approximately
$97,000 (or 50.5%) to $288,601 as compared to $191,813 for the year ended
December 31, 1994. This increase resulted primarily from a decrease in officers'
salaries of $183,000 offset by an increase in interest costs of approximately
$34,000 and a decrease of fee income of approximately $58,000. Net income as a
percentage of fee income was approximately 19.7% and 12.6% for the fiscal years
ended December 31, 1995 and December 31, 1994, respectively. Net income
excluding officers' salaries was approximately $559,000 and $645,000 in 1995 and
1994, respectively. As a result of anticipated increases in officers' salaries
after the closing of the NYPF Business Combination, the pro forma combined net
income of the Company after that closing will reflect the

20
<PAGE> 24

additional $80,000 expense referenced above. See Note D to "GENERAL CREDIT
CORPORATION UNAUDITED PRO FORMA FINANCIAL STATEMENTS".

LIQUIDITY AND CAPITAL RESOURCES -- NYPF

NYPF's capital requirements generally increase proportionately to the
aggregate face amount of checks purchased, although more rapid collection of
purchased checks can mitigate NYPF's cash needs.

Since its inception through June 30, 1996, NYPF has financed its operations
principally through (i) an equity investment of $50,000; (ii) working capital
loans in the aggregate amount of $2,045,423, provided by four financial
institutions and three financial services firms, individuals not affiliated with
NYPF, and Mr. Schultz, an officer of NYPF (the "Working Capital Loans"); and
(iii) net proceeds received from the collection of purchased checks. On June 12,
1996, a Working Capital Management Account Line of Credit agreement between NYPF
and one of these financial services firms was activated whereby the maximum
principal amount outstanding at any time would be $300,000, which is
collateralized by most of the assets of NYPF. In addition, the provisions of the
agreement require NYPF to maintain cash in a separate trust account with the
financial services firm in an amount not less than 66% of the outstanding line
of credit balance. As of September 1, 1996, the outstanding line of credit
balance is $300,000 and the restricted cash associated with the agreement is
$200,000. Interest on the outstanding principal balance accrues at the annual
rate of prime plus 1%. As of June 30, 1996, NYPF was indebted pursuant to the
Working Capital Loans in the amount of $2,045,423, all of which liabilities are
anticipated to be extinguished upon the closing of the NYPF Business
Combination. See "RISK FACTORS -- Possible Use of Debt Financing; Debt of NYPF"
and Notes 3, 4 and 6 to Financial Statements of NYPF.

During the six-month period ended June 30, 1996, NYPF incurred positive
cash flow of $902,007. Such increase primarily related to increased borrowings
of $584,000 and cash provided by operations of $344,000.

During the fiscal year ended December 31, 1995, NYPF incurred a net
increase in cash of $51,812 as a result of, among other things, cash flows from
operations of approximately $283,000, a reduction in borrowings of approximately
$53,000 and a payment of approximately $159,000 in dividend to shareholders.

As of June 30, 1996 and December 31, 1995 NYPF had available cash of
$2,149,401 and $1,247,394, respectively. NYPF's total liabilities increased to
$2,347,066 as of June 30, 1996 from $1,267,383 as of December 31, 1995.

Assuming the sale of the Securities offered hereby, of which there can be
no assurance, the Company expects to use approximately $1,747,500 (or $2,420,710
if the Over-Allotment Option is exercised in full) of the Net Proceeds to
purchase checks. The Company also expects that its operating expenses will
increase due to additional overhead, including the payment of salaries, required
for the increased monitoring and processing of newly acquired checks resulting
from increased cash controls and sites of the Company's business and for the
management of a public company. The Company expects that the Net Proceeds and
the anticipated cash flow from its operations will be sufficient to meet its
working capital requirements for at least 12 months. See "RISK FACTORS -- Use of
Proceeds to Repay Debt" and "MANAGEMENT -- Employment Agreements/Executive
Compensation."

As of the Effective Date, the Company is not involved in any material
acquisitions, nor are any material acquisitions currently planned, other than
the NYPF Business Combination. There is no assurance that the Company's
resources will be sufficient to finance any acquisition or expansion other than
the NYPF Business Combination. See "PROPOSED BUSINESS -- Possible Expansion."

EFFECTS OF INFLATION

21
<PAGE> 25

capital (e.g., if the Company entered into larger lines of credit in lieu of its
maintaining some of the current bank deposits against which it negotiates checks
purchased by it).

TAX CONSIDERATIONS

Simultaneously with the Closing, the Company will purchase the assets of
NYPF in the NYPF Business Combination. Included in the purchased assets will be
goodwill and other intangible assets of approximately $4,509,782. The purchased
goodwill and intangibles will be held in connection with the conduct of a trade
or business and accordingly will be amortizable, for tax purposes, over a
15-year period pursuant to Internal Revenue Code Section 197. See Note (E) to
"GENERAL CREDIT CORPORATION UNAUDITED PRO FORMA FINANCIAL STATEMENTS."

No substantial deferred tax assets or liabilities are anticipated to be
recorded in the application of Financial Accounting Standards Board Statement
No. 109, "Accounting for Income Taxes" to the assets purchased. Both the
allocation of purchase price and the depreciable lives of acquired assets will
be similar for both book and tax.

22
<PAGE> 26

GENERAL CREDIT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)
UNAUDITED PRO FORMA FINANCIAL STATEMENTS

The following sets forth the unaudited pro forma balance sheet as of June
30, 1996 which has been prepared by combining the unaudited balance sheets of
General Credit Corporation (the "Company") and New York Payroll Factors, Inc.
("NYPF"). The acquisition is being accounted for using the purchase method as if
the acquisition had occurred on June 30, 1996. The combined balance sheet was
based on terms provided in the asset purchase agreement and reflects the
issuance of common stock and receipt of proceeds from the proposed public
offering. The unaudited pro forma statements of operations for the year ended
December 31, 1995 and six months ended June 30, 1996, which presents the results
of operations as if the Company (a) had reflected compensation to certain
executive officers pursuant to Employment Agreements as if such agreements had
been in effect for the for the year ended December 31, 1995 and the six months
ended June 30, 1996, (b) NYPF had not elected to be treated as an S corporation
during those periods, (c) had adjusted for a pro forma reduction in interest
expense for the year ended December 31, 1995 and the six months ended June 30,
1996, associated with the portion of the Offering proceeds to be used to retire
debt at December 31, 1995 and June 30, 1996, respectively, (d) had reflected
amortization of the excess purchase price over the net book value of net assets
acquired, which is currently estimated to be amortized over a five-year period
for identifiable intangibles and a twenty-year period for goodwill on a
straight-line basis, and (e) had reflected interest expense on the note payable
issued in connection with the acquisition. In management's opinion, all
adjustments necessary to reflect the effects of the transaction have been made.

The unaudited pro forma results of operations are not necessarily
indicative of the actual results that would have occurred had the transactions
been consummated on such date, nor is it necessarily indicative of future
financial position or operating results of the Company. The unaudited pro forma
financial statements and accompanying notes should be read in conjunction with
the historical financial statements and the related notes of the Company
included elsewhere in this prospectus.

23
<PAGE> 27

GENERAL CREDIT CORPORATION

PRO FORMA BALANCE SHEET
(UNAUDITED)
AS OF JUNE 30, 1996

<TABLE>
<CAPTION>
HISTORICAL HISTORICAL GENERAL
GENERAL NEW YORK CREDIT
CREDIT PAYROLL PRO FORMA CORPORATION
CORPORATION FACTORS, INC. ADJUSTMENTS PRO FORMA
----------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents............ $ 53,390 $ 2,149,401 $ 156,290(A)(B)(C) $ 2,359,081
Restricted cash...................... 225,000 (225,000)(C)
Accounts receivable.................. 87,812 (87,812)(C)
Prepaid expenses and other assets.... 32,487 (32,487)(C)
--------- ---------- ----------- ----------
Total current assets....... 53,390 2,494,700 (189,009) 2,359,081
Fixed assets, at cost, net of
accumulated depreciation........... 50,658 50,658
Deposit on acquisition............... 125,000 (125,000)(B)
Goodwill and other intangibles....... 404,654 4,105,128(B) 4,509,782
Other assets......................... 18,631 9,560 28,191
--------- ---------- ----------- ----------
$ 197,021 $ 2,959,572 $ 3,791,119 $ 6,947,712
========= ========== =========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Acquisition debt..................... $ 300,000(B) $ 300,000
Notes payable........................ $ 330,000 $ 1,474,716 (1,804,716)(C)(F)
Accounts payable and accrued
expenses........................... 12,021 37,117 (37,117)(C) 12,021
Due to officer....................... 655,423 (655,423)(C)
Deposits on acquisition.............. 125,000 (125,000)(C)
Long-term portion of notes payable... 54,810 (54,810)(C)
--------- ---------- ----------- ----------
Total liabilities.......... 342,021 2,347,066 (2,377,066) 312,021
--------- ---------- ----------- ----------
Shareholders' equity (deficiency):
Common stock....................... 1,758 50,000 (47,160)(A)(B)(C) 4,598
Additional paid-in capital......... 11,176 6,700,262(A)(B) 6,711,438
Retained earnings (deficiency)..... (80,345) 562,506 (562,506)(C) (80,345)
Less deferred offering costs.... (77,589) 77,589(A)
--------- ---------- ----------- ----------
Total shareholders' equity
(deficiency)............. (145,000) 612,506 6,168,185 6,635,691
--------- ---------- ----------- ----------
Total liabilities and
shareholders' equity
(deficiency)............. $ 197,021 $ 2,959,572 $ 3,791,119 $ 6,947,712
========= ========== =========== ==========
</TABLE>

24
<PAGE> 28

GENERAL CREDIT CORPORATION

PRO FORMA INCOME STATEMENT
(UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
HISTORICAL HISTORICAL GENERAL
GENERAL NEW YORK CREDIT
CREDIT PAYROLL PRO FORMA CORPORATION
CORPORATION FACTORS, INC. ADJUSTMENTS PRO FORMA
----------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
Net revenue............................... $ $ 1,467,620 $ $ 1,467,620
Operating expenses:
General and administrative.............. 371 884,385 80,220(D) 964,976
Amortization expense.................... 42 56,816 151,173(E) 208,031
----- ---------- -------- ----------
Income (loss) from operations........ (413) 526,419 (231,393) 294,613
Interest expense.......................... 210,704 (182,739)(F)(G) 27,965
----- ---------- -------- ----------
Income (loss) before provision for
income taxes......................... (413) 315,715 (48,654) 266,648
Provision for income taxes................ -- 27,114 98,211(H) 125,325
----- ---------- -------- ----------
Net income (loss)......................... $(413) $ 288,601 $(146,865) $ 141,323
===== ========== ======== ==========
Pro forma net income per share(I)......... $ .06
==========
Pro forma weighted average number of
common shares outstanding(I)............ $ 2,530,000
==========
Pro forma net income per share including
shares sold in offering(J).............. $ .03
==========
Pro forma weighted average number of
common shares outstanding, including
shares sold in offering(J).............. $ 4,730,000
==========
</TABLE>

25
<PAGE> 29

GENERAL CREDIT CORPORATION

PRO FORMA INCOME STATEMENT
(UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 1996

<TABLE>
<CAPTION>
HISTORICAL HISTORICAL GENERAL
GENERAL NEW YORK CREDIT
CREDIT PAYROLL PRO FORMA CORPORATION
CORPORATION FACTORS, INC. ADJUSTMENTS PRO FORMA
----------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
Net revenue.............................. $ 1,222,485 $ 1,222,485
Operating expenses:
General and administrative............. $ 32,943 578,128 $ 147,037(D) 758,108
Amortization expense................... 23,989 28,406 75,589(E) 127,984
-------- ---------- --------- ----------
Income (loss) from operations....... (56,932) 615,951 (222,626) 336,393
Interest expense......................... 23,000 228,815 (240,870)(F)(G) 10,945
-------- ---------- --------- ----------
Income (loss) before provision for
income taxes........................ (79,932) 387,136 18,244 325,448
Provision for income taxes............... -- 32,910 120,051(H) 152,961
-------- ---------- --------- ----------
Net income (loss)........................ $ (79,932) $ 354,226 $(101,807) $ 172,487
======== ========== ========= ==========
Pro forma net income per share(I)........ $ .07
==========
Pro forma weighted average number of
common shares outstanding(I)........... 2,530,000
==========
Pro forma net income per share, including
shares sold in offering(J)............. $ .04
==========
Pro forma weighted average number of
common shares outstanding, including
shares sold in offering(J)............. 4,730,000
==========
</TABLE>

26
<PAGE> 30

GENERAL CREDIT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

(A) To reflect the issuance of 2,200,000 shares of common stock at an
offering price of $3.00 and 2,200,000 redeemable common stock purchase warrants
at an offering price of $.125 of General Credit Corporation and the receipt of
the net proceeds from the offering of $5,655,426 as set forth in the
Registration Statement. Also reflects 265,000 shares issued in July in
connection with the offering for net proceeds of $265.

(B) To reflect cash payment of $3,145,000, issuance of 375,000 shares of
common stock of General Credit Corporation at $3 per share ($1,125,000) and the
issuance of a $300,000 note to the owners of New York Payroll Factors, Inc. and
the excess of purchase price paid ($4,570,000) over the historical basis of net
assets purchased ($60,218). The General Credit Corporation stock is expected to
be issued at a market price of $3.00 which is determined using the offering
price as set forth in the Registration Statement.

(C) To reflect in the pro forma balance sheet those assets including cash
of $2,149,401, to be distributed in accordance with the asset purchase agreement
and liabilities to be assumed or eliminated prior to the effective date of the
Acquisition.

(D) To reflect the annual compensation aggregating $350,000 to Irwin
Zellermaier, David Bader and Gerald Nimberg pursuant to separate Employment
Agreements as if the Agreements had been in effect for the year ended December
31, 1995 and $175,000 for the six months ended June 30, 1996, offset by $269,780
and $27,963 in savings from compensation paid to the Chief Executive Officer of
New York Payroll Factors, Inc. for the year ended December 31, 1995 and the six
months ended June 30, 1996, respectively.

(E) Represents amortization of the excess purchase price over the net book
value of assets acquired of $4,509,782, of which $350,000 has been allocated to
covenant not to compete and customer list to be amortized over a five-year
period and goodwill of $4,159,782 amortized over a twenty-year period, less
amortization reflected in the historical statements.

(F) To reflect a reduction in interest expense of $210,704 and $228,815 for
the year ended December 31, 1995 and the six months ended June 30, 1996,
respectively, for interest incurred by New York Payroll Factors, Inc. on debt
that will not be assumed by General Credit Corporation, and an additional
reduction of $23,000 in interest for the six months ended June 30, 1996
associated with the portion of the Offering proceeds used to retire General
Credit Corporation's debt of $330,000.

(G) To reflect interest expense of $27,965 and $10,945 for the year ended
December 31, 1995 and the six months ended June 30, 1996, respectively, on the
$300,000 note payable at 10.5% per annum issued in connection with the
acquisition.

(H) To reflect the provision for income taxes based upon pro forma income
before taxes as if New York Payroll Factors, Inc. had been a C corporation and
all the income has been generated within the State of New York and in New York
City. Historically, NYPF has filed its income tax returns as an "S" corporation
which provides for income and deductions to pass through to, and be included in,
the shareholders' respective income tax returns.

(I) Pro forma net income per share, for the year ended December 31, 1995
and the six months ended June 30, 1996, respectively, has been computed by
dividing pro forma net income by the weighted average number of common stock
outstanding (all shares deemed outstanding throughout the period) and common
stock equivalents of 132,000 outstanding during the period. The pro forma
weighted average number of common shares does not include the increase in shares
related to the anticipated public offering.

(J) In addition to (I) above, the weighted average number of common shares
outstanding include shares issued in connection with the anticipated public
offering.

27
<PAGE> 31

PROPOSED BUSINESS

INTRODUCTION

Since its inception as a New York corporation in February 1995, the
Company's activities have been limited to administrative activities and, in
February 1996, entering into an agreement to purchase the business of NYPF.
Under the Charter, the Company was authorized to issue 200 shares of its common
stock, no par value. Pursuant to a plan of reorganization, effective on April
24, 1996, the Company authorized a 100,000-for-one stock split, changed the par
value of its common stock to $.001 per share, and effected an 8,790-for-one
stock dividend to its shareholders of record. See Note 1 to Financial Statements
of the Company. To date, the Company has not generated any revenues nor engaged
in any operations. THE CLOSING IS SUBJECT TO THE SIMULTANEOUS CLOSING OF THE
NYPF BUSINESS COMBINATION.

The description of NYPF in this Prospectus is based solely upon information
provided to the Company and its accountants by NYPF's management and
accountants.

Since the purchase of its current business in January 1992, NYPF has
provided working capital financing to the NYPF Customers through the discounted
purchase of checks (commonly referred to as "check factoring"), generally on a
non-recourse basis with respect to the NYPF Customers except to the extent of
forged signatures on and stop payments of the purchased checks. The NYPF
Customers are small- and medium-sized independent contracting firms located in
the New York City metropolitan area and northern New Jersey area, which NYPF's
management estimates have annual sales of at least $2,000,000 and some of which
provide goods and services to labor intensive businesses such as apparel
manufacturers (commonly referred to as "garment industry" firms) and
construction firms. Included among the NYPF Customers are sewing contractors,
wholesale distributors, independent trucking companies, printing companies,
converters, healthcare providers, insurers and commercial real estate owners.
The makers of the checks are manufacturers, construction firms and other
businesses paying for goods or services purchased from the NYPF Customers.
Occasionally, NYPF purchases checks directly from the manufacturers,
construction firms and other businesses themselves. The NYPF Customers, typical
of garment industry contractors and other small-and medium-sized vendors
generally, face extraordinary periodic short-term cash requirements. By
factoring checks, the NYPF Customer can realize cash more quickly.

Operating from a single office on the lower east side of Manhattan in 1992,
NYPF changed its emphasis from primarily Spanish-speaking sewing contractors in
the "garment district" of Manhattan, many of which required credit on a weekly
basis, to contractors predominantly owned by persons of Asian ancestry and
requiring nominal credit.

For the fiscal years ended December 31, 1994 and 1995 and the six-month
periods ended June 30, 1995 and 1996, NYPF generated net income of $191,813,
$288,601, $260,561 (unaudited) and $354,226 (unaudited), respectively, from the
negotiation by it of checks purchased from NYPF Customers. See Financial
Statements of NYPF. In mid-1995, NYPF opened its second office, in midtown
Manhattan near the "garment district," and, in January 1996, NYPF opened its
third site, on Seventh Avenue in the "garment district." See "-- Facilities."
NYPF also expanded its use of sales agents from three in 1992 to eight
currently, increasing the volume of checks purchased by NYPF. Management of NYPF
estimates that as of September 1, 1996, there were over 1,800 NYPF Customers
(900 of which were active on a monthly basis), approximately 1,350 of which were
predominantly Asian sewing contractors (650 of which were active on a monthly
basis).

INDUSTRY OVERVIEW

Factoring, including check factoring, has been a method of working capital
financing in the United States for over 200 years. The factoring industry has
undergone considerable consolidation over the past several years; as a result,
the industry is characterized by a small number of very large factors operating
nationally, with a multitude of small companies generally operating on a local
or regional basis. Currently, however, NYPF believes, based on an informal study
conducted by it, that, including NYPF, there are approximately 20 check

28
<PAGE> 32

factoring firms operating in the New York City "garment district," all within
the same seven block area in which the NYPF Customers are located.

THE NYPF BUSINESS COMBINATION

The NYPF Business Combination consists of the acquisition, by the Company
or its wholly-owned subsidiary corporation, of NYPF's corporate and trade names
and trademarks, goodwill, computer programs and software, lists of the NYPF
Customers and all other assets of NYPF associated with or related to NYPF's
business (excluding cash, the purchase price for the NYPF Business Combination,
and minutes, minute books and stock record books of NYPF), and assignment to the
Company or its wholly-owned subsidiary of purchase and sale agreements with
respect to factored checks between NYPF and the NYPF Customers, and rights of
NYPF's affiliates as tenants under three commercial leases, for total
consideration of (i) $3,445,000, of which $150,000 has been paid to date (to be
applied in part to extinguish liabilities of NYPF that are not assumed by the
Company, including, among other liabilities, the Working Capital Loans and
amounts due as of the closing of the NYPF Business Combination under commercial
leases), $300,000 shall be evidenced by a negotiable promissory note payable to
NYPF as described below (the "Note") and the $2,995,000 balance shall be paid in
cash to NYPF at the closing of the NYPF Business Combination, and (ii) the
issuance of an aggregate of 375,000 shares of the Common Stock, 150,000 of which
shares are to be assigned by NYPF to Gerald Schultz, majority shareholder of
NYPF, and 225,000 of which shares are to be assigned to Gerald Nimberg, Vice
President and Chief Operating Officer of NYPF. The Note will be payable in 42
equal monthly installments of principal and simple interest, calculated on the
basis of the annual rate of 10.5%. Under certain circumstances, Messrs. Schultz
and Nimberg are entitled to certain piggy back registration rights with respect
to their shares of the Common Stock. At the closing of the NYPF Business
Combination, it is contemplated that Mr. Nimberg will become the President and
Chief Operating Officer of the Company pursuant to a ten-year employment
agreement with the Company, as well as a director of the Company. See
"MANAGEMENT -- Employment Agreements/Executive Compensation." Messrs. Schultz
and Nimberg have agreed that each of them shall not compete with the Company's
operations for a period of five years within the geographic region consisting of
New York State, New Jersey and Connecticut. See "RISK FACTORS -- Dependence on
Availability of Funding Sources" and "-- Possible Use of Debt Financing; Debt of
NYPF," "USE OF PROCEEDS," Note 5 to Financial Statements of the Company and Note
6 to Financial Statements of NYPF.

NYPF'S OPERATING PROCEDURES

Management of NYPF estimates that NYPF typically purchases checks for
between 98% and 99% of the face amount of the check, depending on the amount of
the check, the historical volume of checks purchased by NYPF from each NYPF
Customer, whether the checks are presented directly by the NYPF Customer or
through a broker, whether the checks actually have been presented to NYPF at the
time of NYPF's payment to the NYPF Customer, and whether those checks are
post-dated. (Management of NYPF believes that the dollar amount of checks
purchased before they are presented to NYPF, and post-dated checks, is not
material). The weighted average discounted purchase price is 98.9% of the face
amount of the check. The difference between the face amount of the check and
NYPF's purchase price for the check is known as the "discount." The discount is
negotiated on a case by case basis. The Company believes that the NYPF Customers
prefer NYPF as opposed to more conventional financial institution financing as a
source of funds because (i) NYPF does not require complex credit agreements,
credit evaluation of NYPF Customers, guarantees or other credit enhancement,
financial statements, collateral or a minimum borrowing base of receivables or
inventory, all or some of which would typically be required by a financial
institution prior to establishing an accounts receivable or asset based line of
credit, and (ii) NYPF provides liquidity virtually upon demand of the NYPF
Customers, in larger amounts daily than most financial institutions are able to
supply. Management of NYPF estimates that during the six months ended June 30,
1996, the average face amount of a check purchased by NYPF was approximately
$3,600 (unaudited) and NYPF purchased an average of $2,600,000 (unaudited) in
face amount of checks weekly, of which about $1,500,000 (unaudited) in face
amount of checks was purchased on Fridays and Saturdays. In an attempt to limit
its exposure arising

29
<PAGE> 33

from a purchased check not being collectible, NYPF's policy is rarely to
purchase any check the face amount of which is in excess of $50,000. See "RISK
FACTORS -- Credit Losses; Recessionary Environment."

NYPF's procedures include its entering into a Purchase and Sale Agreement
with each NYPF Customer, including a list of the current customers of the NYPF
Customer, stating the amount of the discount on checks to be purchased by NYPF
from the NYPF Customer, and providing, among other things, that (i) NYPF is not
required to purchase any check having a face amount less than $2,500, or not
made payable to the order of the NYPF Customer, or drawn on an account of anyone
other than a check maker approved by NYPF, (ii) the NYPF Customer is responsible
for losses resulting from forged or unauthorized signatures of makers of checks
or stop payments of checks, (iii) the NYPF Customer represents to NYPF that,
among other things, it owns the checks sold, each check represents payment for
merchandise or services actually delivered or performed for a customer of the
NYPF Customer in a business and not a consumer transaction, and each check is
genuine and not subject to offsets or defenses. NYPF generally requires
presentation of identification by each representative of an NYPF Customer
seeking to sell a check to NYPF. NYPF Customers can advise NYPF of check amounts
and their requested bill denominations so that cash envelopes are available when
their representatives arrive at NYPF's offices. NYPF also offers a door-to-door
armed guard delivery service upon the request of NYPF customers. Pursuant to
banking resolutions and powers of attorney in favor of NYPF provided by each
NYPF Customer, NYPF endorses each purchased check beneath the endorsement of the
NYPF Customer before depositing it in NYPF's bank account.

SOURCES OF BUSINESS

During 1995 and the first six months of 1996, management of NYPF estimates
that it obtained, as a percentage of its fee income (i) approximately 10% from
sales representatives at a weighted average fee income of 1.0%, and (ii)
approximately 25% from NYPF's independent contractor relationship with Ace
Ventures Inc. ("Ace"), described below, operating from premises located at 499
Seventh Avenue, New York, New York (see "-- Commissioned Agent"). NYPF has
maintained a sales representation relationship with one of its ten
representatives for more than three years.

COMMISSIONED AGENT

NYPF entered into an agreement with Ace as of February 1, 1996. Under the
terms of that agreement, Ace, which is otherwise unaffiliated with NYPF, is
NYPF's exclusive agent to arrange check factoring with prospective NYPF
Customers predominantly owned by persons of Asian ancestry and operating
businesses located in midtown Manhattan, New York in or near the "garment
district" (the "Asian Market"), so long as Ace fulfills all of its requirements
under that agreement and maintains gross proceeds from the Asian Market of an
average of $700,000 per week, and Ace is required to refer to NYPF all check
factoring business that Ace generates in the Asian Market, with no obligation of
NYPF either to accept any particular Ace customer as an NYPF Customer or to
accept any minimum aggregate check face amount of business referred to NYPF
through Ace. NYPF generally is required under that agreement to supply Ace's
daily cash funding requirement requested by Ace from NYPF at least one week in
advance. Under that agreement, NYPF has agreed to pay Ace a commission
calculated as a percentage of NYPF's fee income resulting from Ace's efforts,
ranging from 40% to 50%, depending upon the amount of such fee income and the
days of check purchases; effective upon and after the Closing, Ace's commission
will be 50% of all of NYPF's fee income from the Asian Market resulting from
Ace's efforts. Under that agreement, Ace has agreed to reimburse NYPF for 50% of
the costs of remodeling the office located at 499 Seventh Avenue, New York, New
York (the "Ace Office"), telephone, alarm system, attorney review of the lease,
rent, common area charges, electricity, trash removal, security deposit and
office insurance, and Ace bears its operating costs for tellers, sales,
marketing, messenger, and delivery services. NYPF bears its costs for securing,
insuring, and delivering the cash to the Ace Office, and for money counting,
bookkeeping, and accounting at the Ace Office. NYPF is not restricted from
soliciting business directly from any prospective NYPF Customer, even within the
Asian Market, so long as NYPF does not do so on the premises of the Ace Office
and does not use an agent other than Ace to do so with respect to the Asian
Market. The agency initial term is the same as the term of the lease of the Ace
Office (ending on January 31, 2001). The term will renew automatically for one
year periods

30
<PAGE> 34

provided that neither party has breached any provision of the agreement. See
"-- Security" and "-- Facilities."

COMPETITION

NYPF competes in its check factoring business with firms that provide
working capital financing to small- and medium-sized businesses. Those competing
firms include banks, financial institutions, commercial finance companies and
factoring companies, some of which may have substantially greater financial and
other resources than NYPF. NYPF believes, based on an informal study conducted
by it, that, including NYPF, there are approximately 20 check factoring firms
operating in the New York City "garment district," all within the same seven
block area in which the NYPF Customers are located, generating, in the
aggregate, approximately $26,000,000 gross proceeds weekly, and that NYPF
generates the most gross proceeds, both annually and, on an average, weekly.
Based upon the Company's informal survey, the four largest factors in the United
States had approximately $67,900,000,000 of reported gross proceeds in 1995,
compared to approximately $136,000,000 in gross proceeds for the Company in
1995. NYPF also competes with other regional factoring companies that target
clients similar to the clients of NYPF, some of which have operated in the
markets serviced by NYPF for a longer period of time than NYPF. There can be no
assurance that the Company can continue to compete successfully with its
competitors.

SECURITY

All NYPF employees work behind bullet-resistant plexiglass and steel
partitions, and security measures for each office include safes, alarm systems
and security cameras that are monitored by third parties, control over entry to
cash processing areas, detection of entry through perimeter openings, walls and
ceilings, checking all movement in and out of secured areas, wireless phones,
security guards and telephone battery back-up.

Since NYPF's business requires it to maintain a significant supply of cash
in its stores, NYPF is subject to the risk of cash shortages resulting from
theft and employee errors. Although the Company has implemented various programs
to reduce these risks and to provide security for its facilities and employees,
there can be no assurance that these problems will be eliminated. See "RISK
FACTORS -- Inherent Risks of Cash Business."

Daily transportation of currency and checks is provided by nationally
recognized armored carriers and insured bonded vendors.

EMPLOYEES

As of the Effective Date, after giving effect to the closing of the NYPF
Business Combination, the Company's employees will consist of its three
executive officers, Irwin Zellermaier, Gerald Nimberg and David Bader, and four
additional full-time and seven additional part-time employees. Subsequent to the
consummation of the NYPF Business Combination, Messrs Bader and Nimberg will
devote their full business time to the operations of the Company and Mr.
Zellermaier will continue to devote approximately 75% of his business time to
the Company's business. Prior to the consummation of the NYPF Business
Combination, Mr. Bader devotes approximately 25% of his business time to the
affairs of the Company.

REGULATION

Under the Bank Secrecy Act and the Financial Recordkeeping and Currency and
Foreign Transactions Reporting Act regulations of the U.S. Department of the
Treasury, each financial institution, including check cashers such as NYPF, must
file a CTR for each deposit, withdrawal, exchange of currency, or other payment
or transfer, by, through, or to the financial institution which involves a
transaction in currency of more than $10,000. Any series of transactions within
any calendar day that total more than $10,000, and that NYPF has knowledge were
effected by or on behalf of the same person, must also be reported. In addition,
NYPF is required to report any "suspicious or unusual activity" to its Bank
Secrecy Act examiner, the Internal Revenue Service. The civil penalty imposed
upon NYPF and any director, officer or employee of NYPF willfully violating
these requirements is not more than the greater of the amount (not to exceed
$100,000)

31
<PAGE> 35

involved in the transaction (if any) or $25,000. Criminal penalties for
intentional violations include fines of up to $500,000, and up to ten years
imprisonment, or both.

During a typical week, approximately 25 of NYPF's transactions require the
filing of a CTR. The Company believes NYPF's computerized daily transaction
reports, its staff training and supervision and its diligence and persistence in
obtaining from the NYPF Customers the information required to be reported assist
NYPF in complying with these reporting requirements, but there can be no
assurance that all information reported by NYPF is accurate, complete, and in
accordance with such statute and regulations.

There can be no assurance that the Company will not be materially adversely
affected by legislation or regulations enacted in the future.

POSSIBLE EXPANSION

The Company plans, at a future time, to explore the possibility of its
opening additional check factoring offices and its providing a broader range of
financial services to small- and medium-sized firms, including asset based
lending, invoice or accounts and credit card receivable factoring and premium
finance services, both within and outside the New York City metropolitan area
and northern New Jersey area. The Company believes that there exists a market
niche to deliver working capital assistance to small- and medium-sized companies
that are seeking funding in the $250,000 to $1,000,000 range. As a means of
positioning itself to enter into the business of providing a broader range of
products to its customers, the Company may acquire an established business
operation. The Company has no agreements, agreements in principle or
understandings with regard to an acquisition of an operating business or with
regard to providing a broader range of services generally and does not intend to
enter into such an acquisition in the immediate future.

FACILITIES

Since February, 1995, the Company, pursuant to a month-to-month sublease
agreement with Irwin Zellermaier, Chairman, Chief Executive Officer and a
director of the Company, at no cost to the Company, has maintained its executive
offices in approximately 1,000 square feet of space located at 211 East 70th
Street, New York, New York 10021. The Company considers this space, which is
leased by Mr. Zellermaier, adequate for its current operations. Upon the
Closing, the Company will terminate its operations at 211 East 70th Street and
assume NYPF's leases, and may lease additional office space in NYPF's service
area (the New York City metropolitan area and northern New Jersey area). As of
the date hereof, the Company has no agreements, agreements in principle or
understandings with respect to the acquisition of such additional leased office
space. NYPF bears the obligations of its affiliates under two separate
noncancelable operating leases through January 31, 1997 and July 31, 2000,
respectively, for office space of 500 square feet and 1,200 square feet,
respectively, located at 201 Allen Street (on the lower east side of Manhattan)
and 55 West 39th Street (in midtown Manhattan near the "garment district"). Ace
operates out of leased space at 499 Seventh Avenue, New York, New York, pursuant
to a five-year lease through January 31, 2001. The aggregate minimum rentals
under these leases through January 31, 2001 are $357,283. See "-- Commissioned
Agent" and Note 5 to Financial Statements of NYPF.

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<PAGE> 36

MANAGEMENT

The following sets forth certain information concerning the directors and
executive officers of the Company:

<TABLE>
<CAPTION>
NAME AGE TITLE
- -------------------------------- --- ----------------------------------------------------
<S> <C> <C>
Irwin Zellermaier(1)............ 71 Chairman, Chief Executive Officer, director and,
until the closing of the NYPF Business Combination,
President
Gerald Nimberg.................. 53 President, Chief Operating Officer, director, all
effective as of the closing of the NYPF Business
Combination
David Bader..................... 51 Vice President, Secretary, Treasurer, Chief
Financial Officer, director
Vincent J. Putignano(1)(2)...... 51 director
Brien G. Reidy(1)(2)............ 45 director
</TABLE>

- ---------------

(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.

IRWIN ZELLERMAIER, Chairman and Chief Executive Officer and director of the
Company since February 1995, and President of the Company from February 1995
until the closing of the NYPF Business Combination, has been engaged in
investment banking and management consulting as a sole proprietorship for more
than five years. Since January 1, 1990, he has been associated as an independent
contractor with Eagle Funding, a mortgage broker with respect to commercial
properties.

GERALD NIMBERG, President and Chief Operating Officer and director of the
Company effective as of the closing of the NYPF Business Combination, has been
Vice President and Chief Operating Officer of NYPF since May 1993. From May 1992
until May 1993, he was Regional Manager of Exchange Mortgage, Inc., a
residential mortgage lending firm, and from May 1991 until May 1992, he was
Regional Manager of Gelt Funding, also a residential mortgage lending firm.
Previously, he was a manager of various divisions of Sun Oil.

DAVID BADER, Vice President, Secretary, Treasurer and Chief Financial
Officer and director of the Company since April 1996, has been engaged in
financial and management consulting through Riz Business Consultants since 1988.

VINCENT J. PUTIGNANO, director of the Company since July 1996, has operated
a securities brokerage and investment banking and consulting business in New
York State since 1978. Before March 1991, he was President and Chief Executive
Officer of United States Business Products, Inc., a business equipment firm.
Since March 1991, he has engaged in sales administration and consulting with
Minor & Casey, a commercial real estate firm.

BRIEN G. REIDY, director of the Company since July 1996, has been engaged
in financial consulting and public relations in California and New York since
1987.

Each director serves until the next annual meeting of shareholders and
until his successor is elected and qualified. Each officer is appointed to serve
until the next annual meeting of the Board of Directors and until his successor
has been appointed and qualified.

The Charter includes certain provisions, permitted under Corporate Law,
that a director of the Company will not be personally liable to the Company or
its shareholders for damages for breach of duty as a director, except for
liability arising from (i) acts or omissions in bad faith or which involve
intentional misconduct or a knowing violation of law, (ii) any transaction from
which the director personally gained in fact a financial or other advantage to
which he was not legally entitled, or (iii) certain corporate actions prohibited
by Corporate Law. See "RISK FACTORS -- Elimination of Liability for Directors"
and "DESCRIPTION OF SECURITIES -- Charter and By Laws."

33
<PAGE> 37

EMPLOYMENT AGREEMENTS/EXECUTIVE COMPENSATION

Irwin Zellermaier and David Bader, currently the only two employees of the
Company, have received no cash compensation from the Company since its inception
for their services rendered. Mr. Zellermaier, however, has received from the
Company reimbursement for his reasonable business expenses incurred in
connection with activities on behalf of the Company.

In June 1996, Irwin Zellermaier entered into a ten-year employment
agreement with the Company, effective immediately. Under the terms of that
agreement, Mr. Zellermaier serves as the Chairman and Chief Executive Officer of
the Company and becomes entitled to receive an annual base salary of $160,000
per annum subsequent to the Closing and continuing through and including June
2006. Mr. Zellermaier currently devotes and will continue to devote
approximately 75% of his business and professional time to the affairs of the
Company. The employment agreement with Mr. Zellermaier further provides that Mr.
Zellermaier shall receive bonuses and such other fringe benefits as are paid to
other executive officers of the Company. Such fringe benefits take the form of
medical coverage and an automobile expense allowance of $1,500 per month, the
aggregate value of which is estimated at approximately $20,800 per annum.
Further pursuant to the terms of his employment agreement, Mr. Zellermaier has
agreed during the term of his employment with the Company and for a three-year
period thereafter not to compete with the Company.

David Bader serves as the Vice President and Chief Financial Officer of the
Company pursuant to the terms of a five-year employment agreement which
terminates in June 2001. Pursuant to the agreement, Mr. Bader is entitled to
receive an annual base salary of $85,000 per annum, effective as of the Closing.
The employment agreement with Mr. Bader further provides for payment of bonuses
and for such other fringe benefits as are paid to other executive officers of
the Company. Such fringe benefits take the form of medical coverage and an
automobile expense allowance of $150 per month, the aggregate value of which is
estimated at approximately $7,240 per annum. Further pursuant to the terms of
his employment agreement, Mr. Bader has agreed during the term of his employment
with the Company and for a three-year period thereafter not to compete with the
Company.

At the closing of the NYPF Business Combination, Gerald Nimberg and the
Company will enter into a ten-year employment agreement which will terminate on
the tenth anniversary of that closing, pursuant to which, Mr. Nimberg, as of
that closing, shall begin to serve as the President and Chief Operating Officer
of the Company. The employment agreement with Mr. Nimberg provides that Mr.
Nimberg shall receive an annual base salary of $105,000 per annum, commencing
with the closing of the NYPF Business Combination, with annual adjustments for
increases in the Consumer Price Index. The employment agreement with Mr. Nimberg
further provides for payment of bonuses and for such other fringe benefits as
are paid to other executive officers of the Company. Such fringe benefits take
the form of medical coverage, the aggregate value of which is estimated at
approximately $5,440 per annum. In addition, the employment agreement provides
that at the closing of the NYPF Business Combination, the Company shall loan to
Mr. Nimberg the sum of $250,000, which sum, with simple interest calculated on
the basis of the annual rate of 9.25%, shall be repaid by Mr. Nimberg to the
Company through payroll deductions over ten years, interest only being payable
during the first two years. Further pursuant to the terms of his employment
agreement, Mr. Nimberg has agreed during the term of his employment with the
Company and for a three-year period thereafter not to compete with the Company.

The agreement with each of Messrs. Zellermaier, Bader and Nimberg provides
that, if his employment is terminated by the Company for cause (as defined in
the agreement) or by voluntary unilateral decision by the employee without
cause, then the employee is entitled to his base salary under the agreement
earned, accrued vacation, and reimbursements of expenses, through the date of
termination. In addition, the agreement with each of Messrs. Zellermaier and
Bader provides that, if his employment is otherwise terminated, employee is
entitled to receive, in one lump sum payment, the employee's total compensation
(base salary plus bonus) paid by the Company to the employee for the six months
prior to termination and all applicable allowances and reimbursements to the
date of termination.

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<PAGE> 38

CONFLICTS OF INTEREST

It is anticipated that Irwin Zellermaier will devote approximately 75% of
his business time to the affairs of the Company and, accordingly, may have
conflicts of interest in allocating his management time among the Company's
operations and various real estate-related activities that will not be in
conflict with the Company's business.

In the course of his other business activities, including private
investment activities, however, Mr. Zellermaier may become aware of investment
and business opportunities which may be appropriate for presentation to the
Company as well as the other entities with which he is affiliated. He may have
conflicts of interest in determining to which entity a particular business
opportunity should be presented. In general, officers and directors of
corporations incorporated under the laws of the State of New York are required
to present certain business opportunities to such corporations. Accordingly, as
a result of multiple business affiliations, Mr. Zellermaier may have similar
legal obligations relating to presenting certain business opportunities to
multiple entities. In addition, conflicts of interest may arise in connection
with evaluations of a particular business opportunity by the Board of Directors
with respect to the foregoing criteria. There can be no assurances that any of
the foregoing conflicts will be resolved in favor of the Company.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]

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<PAGE> 39

PRINCIPAL SHAREHOLDERS

The following table sets forth information, as of the date hereof and as
adjusted to reflect the issuance of an aggregate of 375,000 shares of Common
Stock to Messrs. Schultz and Nimberg in connection with the NYPF Business
Combination and the sale of the Shares offered hereby, based on information
obtained from the persons named below, with respect to the beneficial ownership
of shares of Common Stock by (i) each person known by the Company to be the
owner of more than 5% of the outstanding shares of Common Stock; (ii) each
director; and (iii) all officers and directors as a group:

<TABLE>
<CAPTION>
BEFORE OFFERING AFTER OFFERING
---------------------------- ------------------------------
AMOUNT AND APPROXIMATE AMOUNT AND APPROXIMATE
NATURE OF PERCENTAGE OF NATURE OF PERCENTAGE OF
BENEFICIAL OUTSTANDING BENEFICIAL OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) SHARES(2) OWNERSHIP(1) SHARES(3)
- -------------------------------------------- ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Irwin Zellermaier
211 East 70th Street
New York, NY 10021........................ 855,000 42.3% 855,000 18.6%
Victoria Kleinmunz(4)
17 Bayowski Road
West Orange, NJ 07052..................... 805,000 39.8% 805,000 17.5%
Gerald Schultz
201 Allen Street
New York, NY 10001........................ -- -- 150,000(5) 3.3%
James M. Beimel, Sr.(6)
216 Boulevard of the Allies
Pittsburgh, PA 15222...................... 215,000 10.6% 215,000 4.7%
Gerald Nimberg
1009 Owl Place
Cherry Hill, NJ 08003..................... -- -- 225,000(5) 4.9%
David Bader
38 Milton Road
Babylon, NY 11702......................... 98,000 4.8% 98,000 2.1%
Vincent J. Putignano
907 Palmer Avenue
Mamaroneck, NY 10543...................... -- -- -- --
Brien G. Reidy
Seven Miller Lane West
East Hampton, NY 11937.................... -- -- -- --
All officers and directors as a group
(4 persons before the Closing, 5 persons
after the Closing)........................ 953,000 47.1% 1,178,000 25.6%
</TABLE>

- ---------------

(1) Unless otherwise noted, all persons named in the table have sole voting and
sole investment power with respect to all shares of Common Stock
beneficially owned by them, and no persons named in the table are acting as
nominees for any persons or are otherwise under the control of any person
or group of persons. As used herein, the term "beneficial ownership" with
respect to a security is defined by Rule 13d-3 under the Exchange Act as
consisting of sole or shared voting power (including the power to vote or
direct the vote) or sole or shared investment power (including the power to
dispose or direct the disposition) with respect to the security through any
contract, arrangement, understanding, relationship or otherwise, including
a right to acquire any such power during the next 60 days. Unless otherwise
noted for such persons, beneficial ownership consists of sole ownership,
voting and investment power with respect to all shares shown as
beneficially owned by them.

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<PAGE> 40

(2) Based upon 2,023,000 shares of Common Stock outstanding before the Closing
and the closing of the NYPF Business Combination, excluding 198,000 shares
of Common Stock reserved for issuance upon exercise of the Lender Options.

(3) Based upon 4,598,000 shares of Common Stock to be outstanding after the
Closing and the closing of the NYPF Business Combination, assuming no
exercise of the Purchase Warrants, Over-Allotment Option, Underwriter
Warrants, or Lender Options. See "UNDERWRITING."

(4) Represents shares held by D.P. Morton & Associates, L.L.C., a private entity
investing for its own account, of which Victoria Kleinmunz is the owner of
98% of the outstanding shares of common stock and the sole director.

(5) Represents shares of Common Stock contemplated to be issued simultaneously
with the closing of the NYPF Business Combination, pursuant to the
provisions of the agreement between the Company and NYPF providing for the
NYPF Business Combination. Upon the closing of the NYPF Business
Combination, Mr. Nimberg will become an officer and a director of the
Company. See "PROPOSED BUSINESS -- The NYPF Business Combination."
(6) Represents shares held by JMB Holding Inc., a private real estate investment
company investing for its own account, of which James M. Beimel, Sr. is the
sole shareholder and director.

An additional 50,000 shares of Common Stock are owned by another company
(engaged in financial public relations activities) as of the date hereof. Mr.
Zellermaier may be deemed to be a "promoter" and "parent" of the Company, as
such terms are defined under the federal securities laws.

DESCRIPTION OF SECURITIES

GENERAL

The Company is authorized to issue 20,000,000 shares of Common Stock, par
value $.001 per share. Prior to this Offering, 2,023,000 shares of Common Stock
are outstanding, held of record by five persons. Upon the closing of the NYPF
Business Combination, an additional 375,000 shares will be issued, in addition
to the Securities purchased in this Offering. See "PRINCIPAL SHAREHOLDERS."

COMMON STOCK

The holders of Common Stock are entitled to one vote for each share held of
record on all matters to be voted on by shareholders. There is no cumulative
voting with respect to the election of directors, with the result that the
holders of more than 50% of the shares voted for the election of directors can
elect all of the directors. The holders of Common Stock are entitled to receive
dividends when, as and if declared by the Board of Directors out of funds
legally available therefor. In the event of liquidation, dissolution or winding
up of the Company, the holders of Common Stock are entitled to share ratably in
all assets remaining available for distribution to them after payment of
liabilities and after provision has been made for each class of stock, if any,
having preference over the Common Stock. Holders of shares of Common Stock, as
such, have no conversion, preemptive or other subscription rights, and, except
as noted herein, there are no redemption provisions applicable to the Common
Stock. All of the outstanding shares of Common Stock are, and the Shares, when
issued and paid for as set forth in this Prospectus, will be, fully paid and
nonassessable. See "UNDERWRITING."

The holders of Common Stock do not have any subscription, redemption or
conversion rights, nor do they have any preemptive or other rights to acquire or
subscribe for additional, unissued or treasury shares. Accordingly, if the
Company were to elect to sell additional shares of Common Stock following this
Offering, persons acquiring Common Stock in this Offering would have no right to
purchase additional shares, and, as a result, their percentage equity interest
in the Company would be reduced.

Pursuant to the Company's By Laws, except for any matters which, pursuant
to Corporate Law, require a greater percentage vote for approval, the holders of
majority of the issued and outstanding Common Stock entitled to vote, if present
in person or by proxy, are necessary and sufficient to constitute a quorum for
the transaction of business at meetings of the Company's shareholders. Further,
except as to any matter which,

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<PAGE> 41

pursuant to Corporate Law, requires a greater percentage vote for approval, the
affirmative vote of the holders of a majority of the Common Stock voted on the
matter (provided a quorum as aforesaid is present) is necessary and sufficient
to authorize, affirm or ratify any act or action except the election of
directors, which is by a plurality of the votes cast.

The holders of Common Stock do not have cumulative voting rights.
Accordingly, the holders of more than half of the outstanding shares of Common
Stock can elect all of the directors to be elected in any election. In such
event, the holders of the remaining shares of Common Stock would not be able to
elect any directors. The Board of Directors is empowered to fill any vacancies
on the Board of Directors created by the resignation, death or removal of
directors.

In addition to voting at duly called meetings at which a quorum is present
in person or by proxy, Corporate Law, the Charter and the Company's By Laws
provide that shareholders may take action without the holding of a meeting by
written consent or consents signed by the holders of that number of the
outstanding shares of the capital stock of the Company entitled to vote thereon
which would be required to take the subject action. Prompt notice of the taking
of any action without a meeting by less than unanimous consent of the
shareholders will be given to those shareholders who do not consent in writing
to the action. The purposes of this provision are to facilitate action by
shareholders and to reduce the corporate expense associated with annual and
special meetings of shareholders. Pursuant to the rules and regulations of the
Commission, if shareholder action is taken by written consent, the Company will
be required to send to each shareholder entitled to vote on the matter acted on,
but whose consent was not solicited, an information statement containing
information substantially similar to that which would have been contained in a
proxy statement.

Upon the Closing, without giving effect to the exercise of the Purchase
Warrants, Over-Allotment Option, Underwriter Warrants, or Lender Options, the
Company's executive officers and directors will beneficially own approximately
25.6% of the outstanding shares of Common Stock, and may accordingly be in a
position to significantly influence the voting results of certain actions
required or permitted to be taken by shareholders of the Company, including the
election of directors. As a result, the officers and directors of the Company
are in a position to control the outcome of substantially all matters on which
shareholders are entitled to vote, including the election of directors.

PURCHASE WARRANTS

The following is a brief summary of certain provisions of the Purchase
Warrants, but such summary does not purport to be complete and is qualified in
all respects by reference to the actual text of the Purchase Warrant Agreement
between the Company and American Stock Transfer & Trust Company (the "Transfer
and Warrant Agent"). A copy of the Purchase Warrant Agreement has been filed as
an exhibit to the Registration Statement of which this Prospectus is a part. See
"ADDITIONAL INFORMATION."

Exercise Price and Terms. Each Purchase Warrant entitles the holder
thereof to purchase, at any time from the Effective Date through the third
anniversary of the Effective Date, one share of Common Stock at a price of $3.00
per share if exercised prior to , 1999, when the Purchase Warrants
expire, subject to adjustment in accordance with the anti-dilution and other
provisions referred to below.

The holder of any Purchase Warrant may exercise such Purchase Warrant by
surrendering the certificate representing the Purchase Warrant to the Transfer
and Warrant Agent, with the subscription form on the reverse side of such
certificate properly completed and executed, together with payment of the
exercise price. The Purchase Warrants may be exercised at any time in whole or
in part at the applicable exercise price until expiration of the Purchase
Warrants three years from the Effective Date. No fractional shares will be
issued upon the exercise of the Purchase Warrants.

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<PAGE> 42

within ten days of the notice of redemption of the Purchase Warrants averages in
excess of $6.00 per share, subject to adjustment. The Company is required to
maintain an effective registration statement with respect to the Common Stock
underlying the Purchase Warrants prior to redemption of the Purchase Warrants.
Prior to the first anniversary of the Effective Date, the Purchase Warrants will
not be redeemable by the Company without the written consent of the Underwriter.
In the event the Company exercises the right to redeem the Purchase Warrants,
such Purchase Warrants will be exercisable until the close of business on the
date for redemption fixed in such notice. If any Purchase Warrant called for
redemption is not exercised by such time, it will cease to be exercisable and
the holder will be entitled only to the redemption price. Redemption of the
Purchase Warrants could force the Purchase Warrant holders either to (i)
exercise the Purchase Warrants and pay the exercise price thereof at a time when
it may be less advantageous economically to do so, or (ii) accept the redemption
price in consideration for cancellation of the Purchase Warrant, which could be
substantially less than the market value thereof at the time of redemption.

The exercise price of the Purchase Warrants bear no relation to any
objective criteria of value and should in no event be regarded as an indication
of any future market price of the Securities offered hereby.

The Company has authorized and reserved for issuance a sufficient number of
shares of Common Stock to accommodate the exercise of all Purchase Warrants to
be issued in this Offering. All shares of Common Stock issued upon exercise of
the Purchase Warrants, if exercised in accordance with their terms, will be
fully paid and non-assessable.

Adjustments. The exercise price and the number of shares of Common Stock
purchasable upon exercise of the Purchase Warrants are subject to adjustment
upon the occurrence of certain events, including stock dividends, stock splits,
combinations or reclassification of the Common Stock, or sale by the Company of
shares of its Common Stock (or other securities convertible into or exercisable
for Common Stock) at a price per share or share equivalent below the
then-applicable exercise price of the Purchase Warrants or the then-current
market price of the Common Stock. Additionally, an adjustment would be made in
the case of a reclassification or exchange of Common Stock, consolidation or
merger of the Company with or into another corporation, or sale of all or
substantially all of the assets of the Company, in order to enable Purchase
Warrant holders to acquire the kind and number of shares of stock or other
securities or property receivable in such event by a holder of that number of
shares of Common Stock that would have been issued upon exercise of the Purchase
Warrant immediately prior to such event. No adjustments will be made until the
cumulative adjustments in the exercise price per share amount to $.05 or more.
No adjustment to the exercise price of the shares subject to the Purchase
Warrants will be made for dividends (other than stock dividends), if any paid on
the Common Stock or upon exercise of the Purchase Warrants, the Underwriter
Warrant or any other options or warrants outstanding as of the date of this
Prospectus.

Transfer, Exchange and Exercise. The Purchase Warrants are in registered
form and may be presented to the Transfer and Warrant Agent for transfer,
exchange or exercise at any time prior to their expiration date three years from
the Effective Date, at which time the Purchase Warrants become wholly void and
of no value. If a market for the Purchase Warrants develops, the holder may sell
the Purchase Warrants instead of exercising them. There can be no assurance,
however, that a market for the Purchase Warrants will develop or continue. If
the Company is unable to qualify for sale in particular states the Common Stock
underlying the Purchase Warrants, holders of the Purchase Warrants residing in
such states and desiring to exercise the Purchase Warrants will have no choice
but to sell such Purchase Warrants or allow them to expire. See "-- Transfer and
Warrant Agent."

Warrant Holder Not a Shareholder. The Purchase Warrants do not confer upon
holders any voting or any other rights as shareholders of the Company.

CHARTER AND BY LAWS

Pursuant to Corporate Law, if the certificate of incorporation or a by-law
adopted by the shareholders so provides, then the power to adopt, amend and
repeal a corporation's by-laws is conferred upon the board of directors as well
as the shareholders, but any by-law adopted by the board of directors may be
amended or repealed by the shareholders. The shareholders of the Company have
not adopted any by-law. The Company's

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<PAGE> 43

By Laws provide that (i) the Board of Directors has no power to change the
quorum for meetings of shareholders or of the Board of Directors, or to change
any provisions of the By Laws with respect to the removal of directors or the
filling of vacancies on the Board of Directors resulting from the removal of one
or more directors by the shareholders and (ii) each director has one vote on
each matter for which directors are entitled to vote and, except as otherwise
provided by law, by the Charter or by the By Laws, the action of a majority of
the directors present at any meeting at which a quorum is present will be the
act of the Board of Directors.

The Charter provides with respect to the indemnification of directors and
officers that the Registrant shall indemnify its directors and officers to the
fullest extent permitted by Corporate Law. See "RISK FACTORS -- Elimination of
Liability for Directors".

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this Offering, there will be 4,598,000 shares of Common
Stock outstanding excluding (a) an aggregate of 3,300,000 shares issuable upon
the exercise of (i) the Purchase Warrants; (ii) the Over-Allotment Option; and
(iii) the Underwriter Warrants, including shares issuable under the Underwriter
Underlying Warrants granted as of the Effective Date, and (b) an aggregate of
198,000 shares of Common Stock reserved for issuance upon exercise of the Lender
Options. See "CAPITALIZATION" and "UNDERWRITING." Of these shares, the 2,200,000
shares sold in this Offering, the 2,200,000 shares underlying the Purchase
Warrants, and the maximum of 1,100,000 shares issuable upon full exercise of the
Over-Allotment Option and the exercise of the Underwriter Warrants, will be
freely tradeable without restriction or further registration under the
Securities Act, except for any such shares purchased by an "affiliate" of the
Company. The 2,398,000 Current Shares and the 198,000 shares of Common Stock
issuable upon exercise of the Lender Options are "restricted securities" as
defined in Rule 144 and may not be sold without registration under the
Securities Act unless pursuant to an applicable exemption therefrom
(collectively, the "Restricted Shares").

In general, under Rule 144, a person (or persons whose shares are required
to be aggregated) who has satisfied a two-year holding period may, under certain
circumstances, sell within any three-month period a number of Restricted Shares,
and an "affiliate" of the Company may, under certain circumstances, sell within
any three-month period a number of shares, whether or not Restricted Shares,
which does not exceed the greater of 1% of the then-outstanding shares of Common
Stock or the average weekly trading volume during the four calendar weeks prior
to such sale as reported on NASDAQ, all exchanges and the consolidated
transaction reporting system. Rule 144 also permits the sale of Restricted
Shares without any quantity limitations by a person who is not an "affiliate" of
the Company, who has not been an "affiliate" of the Company for at least three
months immediately preceding the sale, and who has owned the shares for at least
three years. The holders of all of the Current Shares and all of the Lender
Options have agreed not to sell any shares of Common Stock for a period of 24
months from the Effective Date, or any longer period required by the law of any
state (the "Lock-up"). Without the Lock-up, 1,758,000 of the Current Shares
would become eligible for sale under Rule 144 in April 1998 and 265,000 of the
Current Shares would become eligible for sale under Rule 144 in July 1998.

The Company is unable to predict the effect that any subsequent sales of
the Company's securities by its existing shareholders, under Rule 144 or
otherwise, may have on the then-prevailing market price of the Common Stock,
although such sales could have a depressive effect on such market price. The
foregoing summary of Rule 144 is not intended to be a complete description
thereof.

DIVIDENDS

The Company has not paid any dividends on its capital stock to date and
does not currently intend to pay cash dividends prior to the consummation of the
NYPF Business Combination. The payment of dividends after the NYPF Business
Combination, if any, will be contingent upon the Company's revenues and
earnings, if any, capital requirements and general financial condition at that
time. The payment of any dividends subsequent to NYPF Business Combination will
be within the discretion of the Company's then Board of Directors. It is the
current intention of the Board of Directors to retain all earnings, if any, for
use in the

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<PAGE> 44

Company's business operations and, accordingly, the Board does not anticipate
paying any cash dividends in the foreseeable future.

TRANSFER AND WARRANT AGENT

The transfer agent for the Common Stock and the warrant agent for the
Purchase Warrants is American Stock Transfer & Trust Company, New York, New
York.

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<PAGE> 45

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, Barron
Chase Securities, Inc. (the "Underwriter") has agreed to purchase from the
Company an aggregate of 2,200,000 Shares and 2,200,000 Purchase Warrants
(collectively, the "Securities"). The Securities are offered by the Underwriter
subject to prior sale, when, as and if delivered to and accepted by the
Underwriter and subject to approval of certain legal matters by counsel and
certain other conditions. The Underwriter is committed to purchase all
Securities offered by this Prospectus, if any are purchased.

The Company has been advised by the Underwriter that the Underwriter
proposes to offer the Securities to the public at the offering price set forth
in the cover page of this Prospectus, and that the Underwriter may allow
concessions to certain selected dealers who are members of the National
Association of Securities Dealers, Inc. ("NASD") and certain foreign dealers,
all of whom agree to sell the Securities in conformity with the NASD's Conduct
Rules. Such concessions will not exceed the amount of the underwriting discount
that the Underwriter is to receive.

The Company has granted to the Underwriter an Over-Allotment Option,
exercisable for 30 days from the Effective Date, to purchase up to an additional
330,000 Shares and an additional 330,000 Purchase Warrants at the public
offering price less the Underwriting Discount (defined below) set forth on the
cover page of this Prospectus. The Underwriter may exercise this option solely
to cover over-allotments in the sale of the Securities being offered by this
Prospectus.

Officers and directors of the Company may (but currently have no plans,
purposes, arrangements or understandings to) introduce the Underwriter to
persons to consider this Offering and to purchase Securities either through the
Underwriter or through participating dealers. In this connection, officers and
directors will not receive any commissions or any other compensation.

The Company has agreed to pay the Underwriter a commission of 10% of the
gross proceeds of this Offering (the "Underwriting Discount"), including the
gross proceeds from the sale of the Over-Allotment Option, if exercised. In
addition, the Company has agreed to pay to the Underwriter the Non-Accountable
Expense Allowance of 3% of the gross proceeds of this Offering, including
proceeds from any Securities purchased pursuant to the Over-Allotment Option.
The Underwriter's expenses in excess of the Non-Accountable Expense Allowance
will be paid by the Underwriter. To the extent that the expenses of the
Underwriter are less than the amount of the Non-Accountable Expense Allowance
received, such excess shall be deemed to be additional compensation to the
Underwriter.

The Company has agreed to engage the Underwriter as a financial advisor for
a period of three years from the Closing, at a fee of $108,000, all of which is
payable to the Underwriter at the Closing. Pursuant to the terms of a financial
advisory agreement, the Underwriter has agreed to provide, at the Company's
request, advice to the Company concerning potential merger and acquisition and
financing proposals, whether by public financing or otherwise. There are
currently no plans, proposals, arrangements or understandings with respect to
any potential merger, acquisition, financing proposal or joint venture.

Prior to this Offering, there has no public market for the shares of Common
Stock or Purchase Warrants. Consequently, the initial public offering price for
the Securities, and the terms of the Purchase Warrants (including the exercise
price of the Purchase Warrants), have been determined by negotiation between the
Company and the Underwriter. Among the factors considered in determining the
public offering price were the history of, and the prospects for, the Company's
business, an assessment of the Company's management, its past and present
operations, the Company's development and the general condition of the
securities market at the time of this Offering. The initial public offering
price does not necessarily bear any relationship to the Company's assets, book
value, earnings or other established criterion of value. Such price is subject
to change as a result of market conditions and other factors, and no assurance
can be given that a public market for the Shares or the Purchase Warrants will
develop after the Closing, or if a public market in fact develops, that such
public market will be sustained, or that the Shares or Purchase Warrants can be
resold at any time at the offering or any other price. See "RISK FACTORS -- No
Assurance of Public Market; Arbitrary Determination of Offering Price."

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<PAGE> 46

At the Closing, the Company will issue to the Underwriter or persons
related to the Underwriter, for nominal consideration, the Common Stock
Underwriter Warrants to purchase up to 220,000 shares of Common Stock (the
"Underlying Shares") and the Warrant Underwriter Warrants to purchase up to
220,000 warrants (the "Underwriter Underlying Warrants"). The Common Stock
Underwriter Warrants, the Warrant Underwriter Warrants and the Underwriter
Underlying Warrants are sometimes referred to in this Prospectus as the
"Underwriter Warrants." The Common Stock Underwriter Warrants and the Warrant
Underwriter Warrants will be exercisable for a five-year period and a three-year
period, respectively, commencing on the Effective Date. The initial exercise
price of each Common Stock Underwriter Warrant shall be $4.65 per Underlying
Share (155% of the public offering price). The initial exercise price of each
Warrant Underwriter Warrant shall be $.19375 per Underwriter Underlying Warrant
(155% of the public offering price). Each Underwriter Underlying Warrant will be
exercisable for a three-year period commencing on the Effective Date to purchase
one share of Common Stock at an exercise price of $4.65 per share of Common
Stock. The Underwriter Warrants will not be transferable for twelve months from
the Effective Date, except (i) to officers of the Underwriter and members of the
selling group and officers and partners thereof; (ii) by will; or (iii) by
operation of law.

The Common Stock Underwriter Warrants and the Warrant Underwriter Warrants
contain provisions providing for appropriate adjustment in the event of any
merger, consolidation, recapitalization, reclassification, stock dividend, stock
split or similar transaction. The Underwriter Warrants contain net issuance
provisions permitting the holders thereof to elect to exercise the Underwriter
Warrants in whole or in part and instruct the Company to withhold from the
securities issuable upon exercise, a number of securities, valued at the current
fair market value on the date of exercise, to pay the exercise price. Such net
exercise provision has the effect of requiring the Company to issue shares of
Common Stock without a corresponding increase in capital. A net exercise of the
Underwriter Warrants will have the same dilutive effect on the interests of the
Company's shareholders as will a cash exercise. The Underwriter Warrants do not
entitle the Underwriter to any rights as a shareholder of the Company until such
Underwriter Warrants are exercised and shares of Common Stock are purchased
thereunder.

The Underwriter Warrants and the securities issuable thereunder may not be
offered for sale except in compliance with the applicable provisions of the
Securities Act. The Company has agreed that if it shall cause a post-effective
amendment, a new registration statement, or similar offering document to be
filed with the Commission, the holders shall have the right, for seven years
from the Effective Date, to include in such registration statement or offering
statement the Underwriter Warrants or the securities issuable upon their
exercise at no expense to the holders. Additionally, the Company has agreed
that, upon request by the holders of 50% or more of the Underwriter Warrants and
registrable securities during the period commencing 12 months from the Effective
Date and expiring four years thereafter, the Company will, under certain
circumstances, register the Underwriter Warrants and any of the securities
issuable upon their exercise.

The Company has also agreed that if the Company participates in any
transaction which the Underwriter has introduced in writing to the Company
during a period of five years after the Closing (including mergers,
acquisitions, joint ventures and any other business excluding the NYPF Business
Combination), and which is consummated after the Closing (including an
acquisition of assets or stock for which it pays, in whole or in part, with
shares or other securities of the Company), or if the Company retains the
services of the Underwriter in connection with any such transaction, then the
Company will pay for the Underwriter's services an amount equal to 5% of up to
one million dollars of value paid or received in the transaction, 4% of the next
million of such value, 3% of the next million of such value, 2% of the next
million of such value, and 1% of the next million dollars of such value and of
all such value above $4,000,000.

The Company has agreed to indemnify the Underwriter against any costs or
liabilities incurred by the Underwriter by reasons of misstatements or omissions
to state material facts in connection with the statements made in the
Registration Statement on Form SB-2 filed by the Company with the Commission
(the "Registration Statement") under the Securities Act and this Prospectus. The
Underwriter has in turn agreed to indemnify the Company against any costs or
liabilities by reason of misstatements or commissions to state material facts in
connection with the statements made in the Registration Statement and this
Prospectus, based on information relating to the Underwriter and furnished in
writing by the Underwriter. To the extent

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<PAGE> 47

that this section may purport to provide exculpation from possible liabilities
arising from the federal securities laws, in the opinion of the Commission, such
indemnification is contrary to public policy and therefore unenforceable.

The foregoing is a summary of the principal terms of the agreements
described above and does not purport to be complete. Reference is made to copies
of each such agreement which are filed as exhibits to the Registration
Statement. See "ADDITIONAL INFORMATION."

LEGAL PROCEEDINGS

The Company is not a party to, nor is it aware of, any pending litigation
to which it is a party or of which its property is subject.

NYPF is engaged from time to time as plaintiff in litigation relating to
collection of returned checks. Such litigation has not historically had any
material effect on NYPF's financial condition or results of operations.

LEGAL MATTERS

Certain legal matters with respect to the validity of the shares of Common
Stock offered hereby will be passed upon for the Company by Berman Wolfe &
Rennert, P.A., Miami, Florida. Certain matters regarding New York law have been
passed upon for the Company by Robert P. Gaudiosi, Esq., Melville, New York.
Certain legal matters will be passed upon for the Underwriter by David A.
Carter, P.A., Boca Raton, Florida.

EXPERTS

The balance sheet of the Company as of December 31, 1995 and the statements
of operations, shareholder's deficiency and cash flows for the period February
10, 1995 (inception) to December 31, 1995, included in this Prospectus and
Registration Statement have been included herein in reliance on the report,
which includes an explanatory paragraph relating to the Company's ability to
continue as a going concern, of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that Firm as experts in accounting and
auditing.

The balance sheet of NYPF as of December 31, 1995 and the statements of
income, shareholders' equity and cash flows for each of the two years in the
period ended December 31,1995, included in this Prospectus and Registration
Statement have been included herein in reliance on the report of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of that Firm as
experts in accounting and auditing.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]

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<PAGE> 48

ADDITIONAL INFORMATION

The Company has filed with the Commission the Registration Statement under
the Securities Act with respect to the Shares, the Purchase Warrants, the
Underwriter Warrants and the Underlying Shares. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and this
Offering, reference is made to the Registration Statement, including the
exhibits filed therewith, which may be examined at the Commission's principal
office, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549; the Northeast Regional Office of the Commission at 7 World Trade Center,
Suite 1300, New York, New York 10048; and the Midwest Regional Office of the
Commission, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, where copies may be obtained upon payment of the fees prescribed
by the Commission. Descriptions contained in this Prospectus as to the contents
of any contract or other document filed as an exhibit to the Registration
Statement are not necessarily complete and each such description is qualified by
reference to such contract or document. The Company will provide without charge
to each person who receives a Prospectus, upon written or oral request of such
person to the following address or telephone number, a copy of any of the
information that is incorporated by reference in this Prospectus: 211 East 70th
Street, New York, New York 10021; (212) 861-2867.

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<PAGE> 49

GENERAL CREDIT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants..................................................... F-2
Balance Sheets as of December 31, 1995 (audited) and June 30, 1996 (unaudited)........ F-3
Statements of Operations for the period February 10, 1995 (inception) to December 31,
1995 (audited), for the six months ended June 30, 1996 (unaudited) and for the
period February 10, 1995 (inception) to June 30, 1996 (unaudited)................... F-4
Statements of Shareholders' Deficiency for the period February 10, 1995 (inception) to
December 31, 1995 (audited) and for the six months ended June 30, 1996
(unaudited)......................................................................... F-5
Statements of Cash Flows for the period February 10, 1995 (inception) to December 31,
1995 (audited), for the six months ended June 30, 1996 (unaudited) and for the
period February 10, 1995 (inception) to June 30, 1996 (unaudited)................... F-6
Notes to Financial Statements......................................................... F-7
</TABLE>

F-1
<PAGE> 50

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
General Credit Corporation:

We have audited the accompanying balance sheet of General Credit
Corporation (a development stage corporation), as more fully described in Note
1, as of December 31, 1995 and the related statements of operations,
shareholders' deficiency and cash flows for the period February 10, 1995
(inception date) to December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of General Credit Corporation
as of December 31, 1995 and the results of its operations and its cash flows for
the period February 10, 1995 (inception) to December 31, 1995, in conformity
with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company's ability to commence operations is dependent
on obtaining adequate financial resources through a contemplated public
offering, or otherwise, which raises substantial doubts about its ability to
continue as a going concern. If unsuccessful, the Company may be unable to
continue in its present form. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.

/s/ Coopers & Lybrand L.L.P.
--------------------------------------

Melville, New York
July 25, 1996.

F-2
<PAGE> 51

GENERAL CREDIT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1995 1996
------------ -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash................................................................ $ 2,483 $ 53,390
------- ---------
Total current assets........................................ 2,483 53,390
Deposit on acquisition................................................ 125,000
Other assets.......................................................... 1,208 18,631
------- ---------
Total assets................................................ $ 3,691 $ 197,021
======= =========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
Notes payable....................................................... $ $ 330,000
Due to corporate officer and shareholder............................ 7,150
Accounts payable and accrued expenses............................... 12,021
------- ---------
Total current liabilities................................... 7,150 342,021
------- ---------
Commitments (Note 5)
Shareholders' deficiency:
Common shares, $.001 par value, 20,000,000 shares authorized,
1,758,000 shares issued and outstanding.......................... 1,758 1,758
Additional paid-in capital.......................................... 196 11,176
Deficit accumulated during development stage........................ (413) (80,345)
Less deferred offering costs........................................ (5,000) (77,589)
------- ---------
Total shareholders' deficiency.............................. (3,459) (145,000)
------- ---------
Total liabilities and shareholders' deficiency.............. $ 3,691 $ 197,021
======= =========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-3
<PAGE> 52

GENERAL CREDIT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FEBRUARY 10, 1995 FOR THE SIX
(INCEPTION) TO MONTHS ENDED FEBRUARY 10, 1995
DECEMBER 31, JUNE 30, (INCEPTION) TO
1995 1996 JUNE 30, 1996
----------------- ------------ -----------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
Expenses:
General and administrative....................... $ 371 $ 32,943 $ 33,314
Amortization..................................... 42 23,989 24,031
Interest expense................................... -- 23,000 23,000
---------- ---------- ----------
Net (loss)............................... $ (413) $ (79,932) $ (80,345)
========== ========== ==========
Net (loss) per common share........................ $ -- $ (.04) $ (.04)
========== ========== ==========
Weighted average number of common shares
outstanding...................................... 1,890,000 1,890,000 1,890,000
========== ========== ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-4
<PAGE> 53

GENERAL CREDIT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)

STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIENCY

<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
COMMON STOCK ADDITIONAL DURING THE DEFERRED TOTAL
------------------ PAID-IN DEVELOPMENT OFFERING SHAREHOLDER'S
SHARES AMOUNT CAPITAL STAGE COSTS DEFICIENCY
--------- ------ ---------- ----------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, February 10, 1995
(inception)........................... $ -- $ -- $ -- $ -- $ --
Issuance of common shares to original
founders for cash, at par value....... 1,758,000 1,758 196 1,954
Net (loss) for the period from February
10, 1995 (inception) to December 31,
1995.................................. (413) (413)
Payment of offering costs............... (5,000) (5,000)
--------- ------ ------- -------- -------- ---------
Balance, December 31, 1995.............. 1,758,000 1,758 196 (413) (5,000) (3,459)
Options issued in connection with bridge
financing (Note 3) (unaudited)........ 10,980 10,980
Payment of offering costs (unaudited)... (72,589) (72,589)
Net (loss) for the six months ended June
30, 1996 (unaudited).................. (79,932) (79,932)
--------- ------ ------- -------- -------- ---------
Balance, June 30, 1996 (unaudited)...... 1,758,000 $1,758 $ 11,176 $ (80,345) $(77,589) $(145,000)
========= ====== ======= ======== ======== =========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-5
<PAGE> 54

GENERAL CREDIT CORPORATION

(A DEVELOPMENT STAGE CORPORATION)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE SIX
FEBRUARY 10, 1995 MONTHS ENDED FEBRUARY 10, 1995
(INCEPTION) TO JUNE 30, (INCEPTION) TO
DECEMBER 31, 1995 1996 JUNE 30, 1996
----------------- ------------ -----------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss......................................... $ (413) $ (79,932) $ (80,345)
Items not affecting cash:
Amortization.................................. 42 23,989 24,031
Change in assets and liabilities:
Other assets.................................. (250) (5,412) (5,662)
Accounts payable and accrued expenses......... 12,021 12,021
------- --------- ---------
Net cash (used in) operating
activities............................. (621) (49,334) (49,955)
------- --------- ---------
Cash flow from investing activities:
Deposit on acquisition........................... (125,000) (125,000)
--------- ---------
Net cash used in investing activities.... (125,000) (125,000)
--------- ---------
Cash flows from financing activities:
Borrowings under bridge financing................ 330,000 330,000
Proceeds from issuance of stock options.......... 10,980 10,980
Proceeds from issuance of common stock........... 1,954 1,954
Deferred debt costs.............................. (1,000) (36,000) (37,000)
Deferred offering costs.......................... (5,000) (72,589) (77,589)
Loans from (repayments to) officer and
shareholder................................... 7,150 (7,150) --
------- --------- ---------
Net cash provided by financing
activities............................. 3,104 225,241 228,345
------- --------- ---------
Net increase in cash and cash
equivalents............................ 2,483 50,907 53,390
Cash, beginning of period.......................... -- 2,483 --
------- --------- ---------
Cash, end of period................................ $ 2,483 $ 53,390 $ 53,390
======= ========= =========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-6
<PAGE> 55

GENERAL CREDIT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

OPERATIONS AND REORGANIZATION

General Credit Corporation, a development stage company (the "Company"),
was incorporated in February, 1995, for the purpose of seeking out business
opportunities, including acquisitions. Since inception, the Company's activities
have been limited to administrative activities.

The accompanying financial statements have been prepared on a going concern
basis. The Company's continuation as a going concern is dependent upon either
the successful completion of the proposed public offering (Note 4) or attaining
other sources of financing.

Under its original certification of incorporation the Company was
authorized to issue 200 shares of its no par value common stock. Pursuant to a
plan of reorganization, effective April 24, 1996, the Company authorized a
100,000 for one stock split and effected a 8,790 for one stock dividend to
shareholders of record. The accompanying financial statements have been
retroactively adjusted to reflect the foregoing reorganization.

DEFERRED OFFERING COSTS

At December 31, 1995 and June 30, 1996, the Company has deferred costs
aggregating $5,000 and $77,589 (unaudited), respectively, in connection with an
expected public offering of its equity securities (Note 4). If the offering is
unsuccessful, they will be charged to operations.

DEBT ISSUANCE COSTS

Debt issuance costs related to the issuance of debt are capitalized and
amortized to interest expense using the effective interest method over the lives
of the related debt.

CONCENTRATION OF CREDIT RISK

Financial instruments which potentially subject the Company to
concentration of credit risk consist of cash deposits.

Cash balances are held principally at one financial institution.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Cash and notes payable are reflected in the accompanying balance sheet at
amounts considered by management to reasonably approximate fair value. The fair
value of the Company's notes payable approximates recorded amounts as similar
borrowings have been offered to the Company at comparable rates and maturities.

EARNINGS PER SHARE

Net loss per share of common stock is based on the weighted average number
of common stock and common stock equivalents of 132,000, all deemed outstanding
for each period.

STATEMENT OF CASH FLOWS

The Company considers all highly liquid debt instruments, purchased with
maturities of three months or less, to be cash equivalents.

F-7
<PAGE> 56

GENERAL CREDIT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

OTHER

The preparation of financial statements in conformity with generally
accepted accounting principles requires the Company's management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

INCOME TAXES

Under the balance sheet-based liability method specified by Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes", ("SFAS
109"), deferred tax assets and liabilities are determined based on the
difference between the financial statement and tax bases of assets and
liabilities as measured by the enacted tax rates which are expected to be in
effect when the differences reverse. The Company records a valuation allowance
to reduce deferred tax assets to the amount expected to be realized.

As of December 31, 1995, the Company's net operating loss for tax purposes
differs from the loss for financial reporting purposes as a result of certain
costs being capitalized and expensed over a five-year period for tax purposes.
The Company has recorded a full valuation allowance against the potential future
benefit of such deferred tax assets.

2. OTHER ASSETS

Other assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1995 1996
------------ -----------
(UNAUDITED)

<S> <C> <C>
Debt issuance costs, net...................................... $1,000 $13,011
Other......................................................... 208 5,620
------ -------
$1,208 $18,631
====== =======
</TABLE>

3. NOTES PAYABLE

During fiscal 1996, the Company obtained $330,000 of bridge financing to
provide interim working capital and pay for costs associated with the proposed
public offering (Note 4). The uncollateralized notes bear interest at 12% per
annum and are payable upon closing of the offering. The Company believes the
payment terms will be renegotiated if the offering does not close. In addition,
the bridge lenders received options to purchase a total of 198,000 shares of the
Company's common stock at $1 per share for a term of one year from the closing
of the offering. All the options issued in connection with the bridge financing
were valued at approximately $11,000 and will be amortized over the expected
term of the debt.

Subsequent to June 30, 1996, the Company raised an additional $73,000 of
which $23,000 represents borrowings from one of the Company's shareholders to
provide interim working capital. These notes have the same terms as noted above.

4. PROPOSED PUBLIC OFFERING

The Proposed Offering (the "Offering") calls for the Company to offer for
public sale 2,200,000 shares of its common stock and 2,200,000 redeemable common
stock warrants at $3.00 and $.125, respectively. Each warrant would entitle the
holder thereof to purchase one additional share of common stock at an exercise
price of $3.00 from the effective date of the Registration Statement of the
Offering until 1999. The Company would

F-8
<PAGE> 57

GENERAL CREDIT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

be entitled to call all or a portion of the warrants for a redemption price of
$.25 per warrant upon 30 days prior written notice to the holders.

In connection with the proposed public offering, the Company will agree to
grant to the underwriter warrants to purchase up to 220,000 shares of common
stock at an exercise rate of $4.65 per underlying share, exercisable during a
five-year period commencing on the effective date. In addition, the Company will
grant warrants to the underwriter to purchase up to 220,000 warrants
("representative underlying warrants") at an exercise price of $.19375 per
underlying warrant, exercisable during a five-year period commencing on the
effective date. Each underlying warrant would entitle the holder to purchase a
share of the Company's common stock at an exercise price of $4.65 per share,
exercisable during a three-year period commencing on the effective date.

As additional compensation for the underwriter's services in connection
with the Offering, the Company will agree to pay the underwriter a
nonaccountable expense allowance of 3% of the total purchase price to the public
in the Offering and will agree to engage the underwriter as a financial advisor
for a three-year period from the closing of the Offering at a total cost of
$108,000 payable at closing.

5. PROPOSED ACQUISITION

On February 19, 1996, the Company entered into a definitive agreement to
acquire New York Payroll Factors, Inc. ("NYPF") in exchange for $3,145,000 in
cash, 375,000 shares of the Company's common stock, and a $300,000 note payable
due in 42 equal monthly installments at an interest rate of 10.5% per annum.
During March, April and July 1996, the Company has made payments of $100,000,
$25,000 and $25,000, respectively, towards the total purchase price and has
included such deposits in other assets. The remaining balance is expected to be
paid from the proceeds of the Offering (Note 4). If the acquisition does not
close by November 15, 1996, the Company will forfeit its deposit.

The following unaudited pro forma results of operations assume the
acquisition occurred as of January 1, 1995 and was recorded under the purchase
method of accounting. The proposed acquisition would result in the recording of
identifiable intangibles and goodwill of $4,509,782 which is currently estimated
to be amortized over a five-year and twenty-year period, respectively.

<TABLE>
<S> <C>
Net revenue.............................................................. $1,467,620
Net income............................................................... 141,323
Net earnings per share................................................... $ .06
</TABLE>

6. SUBSEQUENT EVENT

During July 1996, the Company sold 265,000 common shares for par value and
received proceeds of $265. The common shares were sold to two unrelated
entities. The value of the shares of approximately $114,000 will be included as
part of the cost of the public offering (Note 4).

F-9
<PAGE> 58

NEW YORK PAYROLL FACTORS, INC.

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants..................................................... F-11
Balance Sheets as of December 31, 1995 (audited) and June 30, 1996 (unaudited)........ F-12
Statements of Income for the years ended December 31, 1995 and 1994 (audited), and for
the six months ended June 30, 1996 and 1995 (unaudited)............................. F-13
Statements of Shareholders' Equity for the year ended December 31, 1995 and 1994
(audited) and for the six months ended June 30, 1996 (unaudited).................... F-14
Statements of Cash Flows for the years ended December 31, 1995 and 1994 (audited), and
for the six months ended June 30, 1996 and 1995 (unaudited)......................... F-15
Notes to Financial Statements......................................................... F-16
</TABLE>

F-10
<PAGE> 59

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
New York Payroll Factors, Inc.:

We have audited the accompanying balance sheet of New York Payroll Factors,
Inc. (the "Company"), as of December 31, 1995, and the related statements of
income, shareholders' equity, and cash flows for each of the two years in the
period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

As more fully disclosed in Note 6, the Company entered into an agreement to
sell certain of its assets and all of its operations.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of New York Payroll Factors,
Inc. as of December 31, 1995, and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.

/s/ Coopers & Lybrand L.L.P.
--------------------------------------

Melville, New York
July 25, 1996.

F-11
<PAGE> 60

NEW YORK PAYROLL FACTORS, INC.

BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1995 1996
------------ -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash............................................................... $1,247,394 $ 2,149,401
Restricted cash.................................................... 225,000
Accounts receivable, net of allowances of $22,692 (unaudited) at
June 30, 1996................................................... 40,339 87,812
Prepaid expenses and other current assets.......................... 20,043 32,487
---------- ----------
Total current assets....................................... 1,307,776 2,494,700
Fixed assets, at cost, less accumulated depreciation................. 29,896 50,658
Intangibles, net..................................................... 433,060 404,654
Other................................................................ 4,375 9,560
---------- ----------
Total assets............................................... $1,775,107 $ 2,959,572
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable...................................................... $ 684,004 $ 1,474,716
Due to related parties............................................. 472,816 655,423
Deposits on acquisition............................................ 125,000
Accrued expenses................................................... 15,446 37,117
---------- ----------
Total current liabilities.................................. 1,172,266 2,292,256
Long-term portion of notes payable................................... 95,117 54,810
Commitments (Note 5)
Shareholders' equity:
Common stock (no par value, 200 shares authorized, 26 shares issued
and outstanding)................................................ 50,000 50,000
Retained earnings.................................................. 457,724 562,506
---------- ----------
Total shareholders' equity................................. 507,724 612,506
---------- ----------
Total liabilities and shareholders' equity................. $1,775,107 $ 2,959,572
========== ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-12
<PAGE> 61

NEW YORK PAYROLL FACTORS, INC.

STATEMENTS OF INCOME

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, JUNE 30,
----------------------- ---------------------
1994 1995 1995 1996
---------- ---------- -------- ----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Fee income, net.................................. $1,525,378 $1,467,620 $709,367 $1,222,485
Selling, general and administrative expenses..... 1,139,757 941,201 301,878 606,534
---------- ---------- -------- ----------
Income from operations......................... 385,621 526,419 407,489 615,951
Interest expense................................. 176,960 210,704 119,472 228,815
---------- ---------- -------- ----------
Income before provision for income taxes....... 208,661 315,715 288,017 387,136
Provision for income taxes....................... 16,848 27,114 27,456 32,910
---------- ---------- -------- ----------
Net income............................. $ 191,813 $ 288,601 $260,561 354,226
========== ========== ======== ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-13
<PAGE> 62

NEW YORK PAYROLL FACTORS, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK TOTAL
---------------- RETAINED SHAREHOLDERS'
SHARES AMOUNT EARNINGS EQUITY
------ ------- --------- ------------
<S> <C> <C> <C> <C>
Balance, December 31, 1993............................. 26 $50,000 $ 413,992 $ 463,992
Net income for the year.............................. 191,813 191,813
Distributions to shareholders........................ (277,674) (277,674)
-- ------- --------- ---------
Balance, December 31, 1994............................. 26 50,000 328,131 378,131
Net income for the year.............................. 288,601 288,601
Distributions to shareholders........................ (159,008) (159,008)
-- ------- --------- ---------
Balance, December 31, 1995............................. 26 50,000 457,724 507,724
Net income for the six months ended June 30, 1996
(unaudited)....................................... 354,226 354,226
Distributions to shareholders (unaudited)............ (249,444) (249,444)
-- ------- --------- ---------
Balance, June 30, 1996 (unaudited)..................... 26 $50,000 $ 562,506 $ 612,506
== ======= ========= =========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-14
<PAGE> 63

NEW YORK PAYROLL FACTORS, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, JUNE 30,
------------------------ -------------------------
1994 1995 1995 1996
----------- ---------- ----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income................................... $ 191,813 $ 288,601 $ 260,561 $ 354,226
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation.............................. 6,752 8,113 3,378 4,740
Amortization.............................. 56,816 56,816 28,406 28,406
Allowance for doubtful accounts........... 22,692
Changes in assets and liabilities:
Accounts receivable....................... 3,435 (18,116) (32,691) (70,165)
Prepaid expenses and other current
assets.................................. (5,027) (6,649) (8,483) (12,444)
Other assets.............................. (4,375) (5,185)
Accrued expenses.......................... 41,932 (41,590) (41,208) 21,671
----------- ---------- ---------- ----------
Net cash provided by operating
activities......................... 295,721 282,800 209,963 343,941
----------- ---------- ---------- ----------
Cash flows from investing activities:
Capital expenditures......................... (19,144) (12,109) (25,502)
---------- ---------- ----------
Net cash used in investing
activities......................... (19,144) (12,109) (25,502)
---------- ---------- ----------
Cash flows from financing activities:
Note payable borrowing....................... 1,179,732 225,000 125,000 789,998
Note payable repayments...................... (1,064,472) (359,056) (128,697) (39,593)
Distributions to shareholders................ (277,674) (159,008) (159,008) (249,444)
Net proceeds from related parties............ 385,379 81,220 91,184 182,607
Deposits on acquisition...................... 125,000
Restricted funds............................. (225,000)
----------- ---------- ---------- ----------
Net cash provided by (used in)
financing activities............... 222,965 (211,844) (71,521) 583,568
----------- ---------- ---------- ----------
Net increase in cash........................... 518,686 51,812 126,333 902,007
Cash at beginning of period.................... 676,896 1,195,582 1,195,582 1,247,394
----------- ---------- ---------- ----------
Cash at end of period.......................... $ 1,195,582 $1,247,394 $ 1,321,915 $ 2,149,401
=========== ========== ========== ==========
Supplemental information:
Interest paid during the year................ $ 176,960 $ 221,025
Taxes paid during the year................... 18,942 16,677
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-15
<PAGE> 64

NEW YORK PAYROLL FACTORS, INC.

NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

OPERATIONS

The Company was incorporated on January 24, 1989, pursuant to the laws of
New York State. The Company is engaged in providing working capital financing to
its customers through the discounted purchase of checks made payable to the
Company's customers. Gross proceeds from the purchase of these checks were
$136,471,119, $144,465,381, and $111,761,845 (unaudited) for the years December
31, 1995 and 1994 and for the six months ended June 30, 1996, respectively. The
Company deals with numerous small and medium sized labor intensive contracting
firms located in New York and New Jersey, none of which provide the Company
revenues in excess of 5% of total revenues. Revenues are recognized at the time
the customer is provided cash for the purchase of third party checks.

FIXED ASSETS

Fixed assets are recorded at cost. Expenditures for additions and
betterments are capitalized and expenditures for maintenance and repairs are
charged to operations as incurred. Depreciation is provided using the
straight-line method over the estimated useful lives of the related assets
(leasehold improvements, 5-7 years, equipment, furniture and fixtures, 7 years).
Upon retirement or disposal, the asset cost and related accumulated depreciation
and amortization are eliminated from the respective accounts and the resulting
gain or loss, if any, is included in the results of operations for the period.

INTANGIBLE ASSETS

The net assets of businesses acquired are recorded at their fair value at
the acquisition date and any excess of acquisition costs over the fair value of
identifiable net assets acquired is included in goodwill and is amortized on a
straight-line basis over fifteen years. At December 31, 1995 and June 30, 1996,
goodwill was $387,401 and $369,957 (unaudited), respectively, net of
amortization of $136,088 and $153,532 (unaudited), respectively.

Covenants not to compete are stated at cost and are amortized using the
straight-line method over six years. At December 31, 1995 and June 30, 1996,
covenants not to compete were $45,659 and $34,697 (unaudited), respectively, net
of amortization of $85,841 and $96,803 (unaudited), respectively.

The Company continually evaluates the existence of goodwill impairment on
the basis of whether the goodwill is fully recoverable from projected,
undiscounted net cash flows for each related business. Based upon its most
recent analysis, the Company believes that no impairment of goodwill exists at
December 31, 1995. For the years ended December 31, 1995 and 1994 and for the
six months ended June 30, 1996, amortization of goodwill was $56,816, $56,816
and $28,406 (unaudited), respectively.

INCOME TAXES

The Company is approved for S corporation status for income tax purposes.
Accordingly, taxable income, deductions and tax credits are passed through to,
and included in, the shareholders' respective income tax returns and no
provision for federal income taxes is included in the accompanying statements of
operations. S corporations operating in New York are subject to a corporate
level surcharge on their allocable net income which is calculated using an
effective rate equal to the difference between the subchapter C corporate level
tax rate and the highest personal income tax rate. S corporations operating in
New York City are taxed as C corporations.

The Company adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("SFAS No. 109"), in 1994. Accordingly, deferred
income taxes are recognized for the tax consequences in future years of
differences between the tax bases of assets and liabilities and their financial

F-16
<PAGE> 65

NEW YORK PAYROLL FACTORS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

reporting amounts based on enacted tax rates which will be in effect when the
differences reverse. Valuation allowances are established when necessary to
reduce deferred income tax assets to the amount expected to be realized. Income
tax provision is the tax payable for the year and the change during the year in
deferred income tax assets and liabilities. The adoption of SFAS No. 109 did not
have an impact on the Company.

STATEMENT OF CASH FLOWS

The Company considers all highly liquid debt instruments, purchased with
original maturities of three months or less, to be cash equivalents. At June 30,
1996, the Company had $225,000 (unaudited) in restricted cash representing
collateral for overdrafts.

CONCENTRATION OF CREDIT RISK

Financial instruments which potentially subject the Company to
concentration of credit risk consist of accounts receivable and cash deposits.
Cash balances are held principally at one financial institution and may, at
times, exceed insurable amounts.

The Company believes concentration of credit risk with respect to accounts
receivable is limited due to the large number of customers comprising the
Company's customer base and the fact that no single customer represents greater
than 5% of the Company's sales or accounts receivable. The Company performs
ongoing informal background and financial evaluations of its customers and does
not require collateral.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Cash and cash equivalents and notes payable are reflected in the
accompanying balance sheets at amounts considered by management to reasonably
approximate fair value.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements, and reported amounts of revenues and expenses during the reporting
period. The Company performs ongoing credit evaluations of the entities whose
checks are discounted by customers.

2. FIXED ASSETS

Fixed assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1995 1996
------------ -----------
(UNAUDITED)
<S> <C> <C>
Furniture and fixtures........................................ $ 33,738 $33,738
Office equipment.............................................. 25,066 45,348
Leasehold improvements........................................ 7,586 12,806
------- -------
66,390 91,892
Less: Accumulated depreciation and amortization............. 36,494 41,234
------- -------
$ 29,896 $50,658
======= =======
</TABLE>

Depreciation expense for the years ended December 31, 1995 and 1994 and for
the six months ended June 30, 1996 were $8,113, $6,752 and $4,740 (unaudited),
respectively.

F-17
<PAGE> 66

NEW YORK PAYROLL FACTORS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

3. NOTES PAYABLE

In connection with the acquisition of the payroll factoring business during
fiscal 1992, the Company issued notes for the remaining unpaid purchase price.
These notes bear interest at 9% per annum and are collateralized by the assets
of the Company. The terms of the note require the Company to pay $7,819 on a
monthly basis through the maturity date of June, 1998. At December 31, 1995 and
June 30, 1996, $179,121 and $139,526 (unaudited), respectively, remains
outstanding.

At December 31, 1995 and June 30, 1996, the Company had notes payable to an
unrelated party of $600,000, respectively. These notes are due at various dates
through fiscal 1996 and are payable on demand in the event the Company sells its
assets or stock. The notes have interest rates ranging from 17% to 24% annually
and are personally guaranteed by the majority shareholder of the Company.

During the first six months of 1996, the Company borrowed an additional
$390,000 (unaudited) from two individuals for working capital purposes. Of the
total new borrowings, $300,000 is due at various dates through March 1997 and is
payable on demand in the event the Company sells its assets or stock. The
remaining $90,000 note is payable on demand. These notes bear interest at 20%
annually and are personally guaranteed by the majority shareholder of the
Company. In addition, in January, 1996, the Company borrowed $100,000
(unaudited) under a credit facility with a financial institution bearing
interest at the bank's prime (8.25% at June 30, 1996) plus 1% and due in
February, 1997.

On June 12, 1996, the Company entered into a line of credit agreement with
a financial services firm in the amount of $300,000. This facility is
collateralized by the assets of the Company and bears interest at the bank's
prime rate (8.25% at June 30, 1996) plus 1%. In addition, the provisions of the
agreement require the Company to maintain cash in a separate trust account with
the financial services firm in an amount not less than 66% of the outstanding
line of credit balance. As of June 30, 1996, the amount borrowed under the
credit facility is $300,000 and the restricted cash associated with the
agreement is $200,000.

Aggregate maturities of long-term debt are as follows:

<TABLE>
<CAPTION>
FUTURE DECEMBER 31, JUNE 30,
YEARS 1995 1996
-------------------------------------------------- ------------ ----------
<S> <C> <C>
1................................................. $684,004 $1,474,716
2................................................. 85,602 54,810
3................................................. 9,515
------------ ----------
$779,121 $1,529,526
========== =========
</TABLE>

4. RELATED PARTY TRANSACTIONS

Due to related parties includes a note payable of $472,816 to one of the
Company's shareholders which bears interest at a rate of 8% per annum and is
payable upon the shareholders' demand. During the six month period ended June
30, 1996, the Company borrowed an additional $182,607 to fund working capital
requirements. This additional note bears interest at 8% per annum and is payable
upon the shareholders' demand.

F-18
<PAGE> 67

NEW YORK PAYROLL FACTORS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

5. COMMITMENTS AND CONTINGENCIES

The Company is obligated under noncancelable real property agreements.
Minimum rents under these obligations are as follows:

<TABLE>
<S> <C>
1996........................................................... $ 80,136
1997........................................................... 67,913
1998........................................................... 67,762
1999........................................................... 71,216
2000........................................................... 65,627
Thereafter..................................................... 4,629
--------
$357,283
========
</TABLE>

These leases contain escalation clauses with respect to related operating
costs. The accompanying financial statements reflect rent expense on a
straight-line basis over the terms of the lease as required by generally
accepted accounting principles. Rent expense was $31,743, $21,169 and $24,763
(unaudited) for fiscal 1995, 1994 and for the six months ended June 30, 1996,
respectively.

During February 1996, the Company entered into an exclusive agency
arrangement with an unrelated entity. This arrangement provides that the entity
will refer certain check factoring customers to the Company for a fee ranging
from 40% to 50% of the net fee revenues received. The arrangement is currently
expected to terminate during January 2001.

6. SUBSEQUENT EVENTS

On February 14, 1996, the Company entered into a definitive agreement to
sell certain assets and all of its operations to General Credit Corporation
("GCC") in exchange for $3,145,000 in cash, 375,000 shares of GCC common stock
and a $300,000 note payable due in 42 monthly installments at an interest rate
of 10.5% per annum. During March, April and July of 1996, the Company has
received downpayments of $100,000, $25,000 and $25,000, respectively, towards
the total selling price.

F-19
<PAGE> 68

------------------------------------------------------
------------------------------------------------------

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE UNDERWRITER. THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF ANY OFFER
TO BUY, BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH
PERSON TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY OFFER, SOLICITATION OR SALE MADE HEREUNDER, SHALL UNDER ANY
CIRCUMSTANCE, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE OF THE PROSPECTUS.

---------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary................... 4
Risk Factors......................... 7
Use of Proceeds...................... 15
Capitalization....................... 16
Dilution............................. 17
Management's Discussion and Analysis
or Plan of Operation............... 19
General Credit Corporation Unaudited
Pro Forma Financial Statements..... 23
Proposed Business.................... 28
Management........................... 33
Principal Shareholders............... 36
Description of Securities............ 37
Underwriting......................... 42
Legal Proceedings.................... 44
Legal Matters........................ 44
Experts.............................. 44
Additional Information............... 45
Financial Statements................. F-1
</TABLE>

UNTIL , 1996 (25 DAYS AFTER THE FIRST DATE ON WHICH THE REGISTERED
SECURITIES WERE BONA FIDE OFFERED TO THE PUBLIC), ALL DEALERS EFFECTING
TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS
DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO
THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WITH RESPECT TO THEIR
SOLICITATION OF SUBSCRIPTIONS TO PURCHASE THE SECURITIES OFFERED HEREBY.

------------------------------------------------------
------------------------------------------------------

------------------------------------------------------

(LOGO) GENERAL CREDIT CORPORATION

2,200,000 SHARES OF COMMON STOCK

2,200,000 REDEEMABLE
COMMON STOCK PURCHASE WARRANTS

------------------------
PROSPECTUS
------------------------

(LOGO) BARRON CHASE SECURITIES

7700 WEST CAMINO REAL
SUITE 200
BOCA RATON, FLORIDA 33433
(561) 347-1200

ATLANTA, GEORGIA
BEVERLY HILLS, CALIFORNIA
BOSTON, MASSACHUSETTS
CHICAGO, ILLINOIS
CLEARWATER, FLORIDA
DALLAS, TEXAS
DENVER, COLORADO
EAST BOCA RATON, FLORIDA
HOOPESTON, ILLINOIS
MIAMI, FLORIDA
MIDDLETOWN, NEW JERSEY
MINNEAPOLIS, MINNESOTA
OKLAHOMA CITY, OKLAHOMA
PHOENIX, ARIZONA
SARASOTA, FLORIDA
TAMPA, FLORIDA
TULSA, OKLAHOMA

, 1996

------------------------------------------------------
------------------------------------------------------
<PAGE> 69

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Paragraph Seventh of the Certificate of Incorporation, as amended, of
General Credit Corporation (the "Registrant") provides with respect to the
indemnification of directors and officers that the Registrant shall indemnify
its directors and officers to the fullest extent permitted by law in existence
either now or hereafter.

Reference is made to Section 6 of the Underwriting Agreement, which
provides for indemnification of the officers and directors of the Registrant
under certain circumstances.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth various expenses, other than underwriting
discounts, which will be incurred in connection with the Offering. Other than
the SEC registration fee, NASD filing fee and non-accountable expense allowance
payable to Barron Chase Securities, Inc. (the "Underwriter"), amounts set forth
below are estimates:

<TABLE>
<S> <C>
SEC registration fee..................................................... $ 6,066
NASD filing fee.......................................................... 2,258
*Non-Accountable Expense Allowance........................................ 206,250
Blue sky fees and expenses............................................... 15,000
Listing expenses......................................................... 20,000
Printing and engraving expenses.......................................... 50,000
Legal fees and expenses.................................................. 130,000
Accounting fees and expenses............................................. 100,000
Transfer and Warrant Agent fees.......................................... 2,500
--------
TOTAL........................................................... 532,074
========
Additional Non-Accountable Expense Allowance
assuming exercise of Over-Allotment Option in full...................... 30,938
--------
TOTAL........................................................... $563,012
========
</TABLE>

- ---------------

* Assumes no exercise of the Over-Allotment Option.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

The following sets forth information relating to all securities of the
Registrant sold by it since February 10, 1995, the date of the Registrant's
inception:

<TABLE>
<CAPTION>
NAME DATE OF ISSUANCE SHARES OF COMMON STOCK CONSIDERATION PER SHARE
-------------------------------- ---------------- ---------------------- -----------------------
<S> <C> <C> <C>
Irwin Zellermaier............... 4/24/96 855,000 $.001
Victoria Kleinmunz(1)........... 4/24/96 805,000 $.001
James M. Beimel, Sr.(2)......... 7/29/96 215,000 $.001
David Bader..................... 4/24/96 98,000 $.001
James Connell(3)................ 7/10/96 50,000 $.001
</TABLE>

- ---------------

(1) Represents shares held by D.P. Morton & Associates, L.L.C., of which
Victoria Kleinmunz is the owner of 98% of the outstanding shares of common
stock and the sole director.
(2) Represents shares held by JMB Holding Inc., of which James M. Beimel, Sr. is
the sole shareholder and director.
(3) Represents shares held by Wall Street Equities, Inc., of which James Connell
is the sole shareholder, director and President.

II-1
<PAGE> 70

Shares of Common Stock are contemplated to be issued in connection with the
closing of the NYPF Business Combination, in the amount of 150,000 shares to
Gerald Schultz and 225,000 shares to Gerald Nimberg.

Exemption from registration under the Securities Act is claimed for the
sales or issuance of Common Stock referred to above in reliance upon the
exemption afforded by Section 4(2) and 3(b) of the Act for transactions not
involving a public offering. Each certificate evidencing such shares of Common
Stock bears an appropriate restrictive legend and "stop transfer" orders are
maintained on Registrant's stock transfer records there against.

ITEM 27. EXHIBITS.

(a) Exhibits.

<TABLE>
<CAPTION>
DESCRIPTION
----------------------------------------------------------------------------------
EXHIBIT
- -------
<C> <C> <S> <C>
*1.1 -- Form of Underwriting Agreement between the Registrant and the Underwriter.
*1.2 -- Form of Selected Dealer Agreement between the Underwriter and the Selected
Dealers.
*1.3 -- Form of Financial Advisory Agreement between the Registrant and the Underwriter.
*1.4 -- Form of Merger and Acquisition Agreement between the Registrant and the
Underwriter.
*2.1 -- Amended and Restated Asset Purchase Agreement dated as of February 19, 1996 among
New York Payroll Factors, Inc., Gerald Schultz, Gerald Nimberg, and the
Registrant.
Schedule 2.3 Allocation of Purchase Price
Schedule 3.6 Material Changes
Schedule 3.7 Advances and Accounts Receivable
Schedule 3.11 Litigation
Schedule 3.13 Employees
Schedule 3.15 Transactions with Affiliates
Schedule 3.16 Employee Benefit Plans
Exhibit "A" Assets
Exhibit "B" Obligations and Liabilities
Exhibit "C" Contracts
Exhibit "D" Employment Agreement between the Registrant and Gerald Nimberg
Exhibit "E" Promissory Note
2.2 -- Amendment to Amended and Restated Asset Purchase Agreement dated as of September
6, 1996 between New York Payroll Factors, Inc. and the Registrant.
Exhibit "D" Employment Agreement between the Registrant and Gerald Nimberg
Exhibit "E" Promissory Note
*3.1 -- Certificate of Incorporation of the Registrant.
*3.2 -- Certificate of Amendment of Certificate of Incorporation of the Registrant.
3.3 -- Amended and Restated By Laws of the Registrant.
4.1 -- Form of certificate evidencing shares of Common Stock.
4.2 -- Form of certificate evidencing Purchase Warrant.
4.3 -- Form of Warrant Agreement between the Registrant and the Transfer and Warrant
Agent.
*4.4 -- Form of Underwriter's Warrant Agreement between the Registrant and the
Underwriter.
5.1 -- Opinion of Berman Wolfe & Rennert, P.A.
@*10.1 -- Employment Agreement dated as of June 1, 1996 between the Registrant and Irwin
Zellermaier.
</TABLE>

II-2
<PAGE> 71

<TABLE>
<CAPTION>
DESCRIPTION
----------------------------------------------------------------------------------
EXHIBIT
- -------
<C> <C> <S> <C>
@*10.2 -- Employment Agreement dated as of June 1, 1996 between the Registrant and David
Bader.
*10.3 -- Lease Agreement dated January 13, 1992 between 201 Allen Street Associates, as
Landlord, and Mersa Corp., as Tenant.
10.4 -- Lease Agreement dated as of January 31, 1996 between Benjamin P. Feldman as
Receiver for 491-499 Seventh Avenue, as Owner, and G.S. Capital Corp., as Tenant.
*10.5 -- Lease Agreement dated as of May 4, 1995 between Millinery Syndicate, Inc., as
Owner, and Meryka, Inc., as Tenant.
*10.6 -- Agreement dated as of February 1, 1996 between New York Payroll Factors, Inc. and
Ace Ventures Inc.
*10.7 -- Promissory note and option grant agreement dated February 7, 1996 made by the
Registrant to David A. Viets.
*10.8 -- Promissory note and option grant agreement dated February 7, 1996 made by the
Registrant to M. S. Chen.
*10.9 -- Promissory note and option grant agreement dated February 19, 1996 made by the
Registrant to Dr. Isreal Kazew.
*10.10 -- Promissory note and option grant agreement dated February 22, 1996 made by the
Registrant to John G. Watson.
*10.11 -- Promissory note and option grant agreement dated February 29, 1996 made by the
Registrant to Dominic Ricci.
*10.12 -- Promissory note and option grant agreement dated March 4, 1996 made by the
Registrant to Anthony Fazio.
*10.13 -- Promissory note and option grant agreement dated April 2, 1996 made by the
Registrant to Regis Ferguson.
*10.14 -- Promissory note and option grant agreement dated May 14, 1996 made by the
Registrant to Christopher J. Wetzel.
10.15 -- Form of Agreement regarding Restriction on Transferability of Shares.
@10.16 -- Form of Employment Agreement between the Registrant and Gerald Nimberg.
10.17 -- Promissory note and option grant agreement dated April 23, 1996 made by the
Registrant to Yung I. Park, M.D.
23.1 -- Consent of Independent Accountants.
23.2 -- Consent of Counsel (included as part of Exhibit 5.1).
*25.1 -- Power of Attorney (included on the signature page of Part II of this Registration
Statement).
27.1 -- Financial Data Schedule for New York Payroll Factors, Inc. as of and for the Year
Ended December 31, 1995.
27.2 -- Financial Data Schedule for New York Payroll Factors, Inc. as of and for the
Six-Month Period Ended June 30, 1996.
</TABLE>

- ---------------

* Filed previously.

@ Contracts with executive officers.

(b) FINANCIAL STATEMENT SCHEDULES. Financial statement schedules are
omitted because the conditions requiring their filing do not exist or the
information required thereby is included in the financial statements filed,
including the notes thereto.

II-3
<PAGE> 72

ITEM 28. UNDERTAKINGS.

The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post effective amendment to this registration statement:

(i) To include any Prospectus required by section 10(a)(3)of the
Securities Act of 1933;

(ii) To reflect in the Prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and

(iii) To include any additional or changed material information
with respect to the plan of distribution.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4) To provide to the Underwriter at the closing specified in the
Underwriting Agreement certificates in such denominations and registered in
such names as required by the Underwriter to permit prompt delivery to each
purchaser.

(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions
or otherwise (other than insurance), the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
of 1933, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against the
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

(6)(a) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4), or 497(h) under the Securities Act of 1933 shall be
deemed to be part of this registration statement as of the time it was
declared effective.

(b) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-4
<PAGE> 73

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, General
Credit Corporation, the Registrant, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form SB-2 and
authorized this Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, in the City of New York, State of New York, on the
25th day of September, 1996.

GENERAL CREDIT CORPORATION

By: /s/ IRWIN ZELLERMAIER
------------------------------------
Irwin Zellermaier,
Chairman, Chief Executive Officer,
President

In accordance with the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement was signed below by the following
persons m the capacities and on the dates stated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- --------------------------- -------------------
<C> <S> <C>
/s/ IRWIN ZELLERMAIER Chairman, Chief Executive September 25, 1996
- --------------------------------------------- Officer, President,
Irwin Zellermaier director

/s/ DAVID BADER Vice President, Secretary, September 25, 1996
- --------------------------------------------- Treasurer, Chief
David Bader Financial Officer, Chief
Accounting Officer
director

/s/ VINCENT J. PUTIGNANO Director September 25, 1996
- ---------------------------------------------
Vincent J. Putignano

/s/ BRIEN G. REIDY Director September 25, 1996
- ---------------------------------------------
Brien G. Reidy
</TABLE>

II-5
<PAGE> 74

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ------------------------------------------------------------------------ ------------
<C> <S> <C> <C>
2.2 -- Amendment to Amended and Restated Asset Purchase Agreement dated as of
September 6, 1996 between New York Payroll Factors, Inc. and the
Registrant............................................................
3.3 -- Amended and Restated By Laws of the Registrant..........................
4.1 -- Form of certificate evidencing shares of Common Stock...................
4.2 -- Form of certificate evidencing Purchase Warrant.........................
4.3 -- Form of Warrant Agreement between the Registrant and the Transfer and
Warrant Agent.........................................................
5.1 -- Opinion of Berman Wolfe & Rennert, P.A..................................
10.4 -- Lease Agreement dated as of January 31, 1996 between Benjamin P. Feldman
as Receiver for 491-499 Seventh Avenue, as Owner, and G.S. Capital
Corp., as Tenant......................................................
10.15 -- Form of Agreement regarding Restriction on Transferability of Shares....
@10.16 -- Form of Employment Agreement between the Registrant and Gerald
Nimberg...............................................................
10.17 -- Promissory note and option grant agreement dated April 23, 1996 made by
the Registrant to Yung I. Park, M.D...................................
23.1 -- Consent of Independent Accountants......................................
27.1 -- Financial Data Schedule for New York Payroll Factors, Inc. as of and for
the Year Ended December 31, 1995......................................
27.2 -- Financial Data Schedule for New York Payroll Factors, Inc. as of and for
the Six-Month Period Ended June 30, 1996..............................
</TABLE>

II-6

<PAGE> 1

EXHIBIT 2.2

AMENDMENT TO AMENDED AND RESTATED
ASSET PURCHASE AGREEMENT

THIS AMENDMENT TO AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
("Amendment") is made as of the 6th day of September, 1996, between NEW YORK
PAYROLL FACTORS, INC., a New York corporation ("Seller"), and GENERAL CREDIT
CORPORATION, a New York corporation ("Buyer").

RECITALS

The parties have entered into the Amended and Restated Asset Purchase
Agreement (the "Agreement"), dated as of February 19, 1996, among Seller,
Buyer, and Gerald Schultz and Gerald Nimberg ("Nimberg") only with respect to
Sections 2.1(b), 2.1(c), 8.3, 12 and 13 of the Agreement.

The parties desire to amend the Agreement to the extent and in the
respects set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing recitals, which are
hereby incorporated herein, and of the mutual promises herein contained, it is
hereby agreed as follows:

1. Section 2.1(a) of the Agreement is hereby amended in its entirety to
read as follows:

$3,145,000, payable in cash to Seller, of which $150,000 has
been paid before August 1, 1996 and $2,995,000 shall be paid
in cash to Seller at the Closing (the $150,000 paid before
August 1, 1996 representing a non-refundable option by Buyer);

2. Section 2.1(d) of the Agreement is hereby amended to substitute "42
equal monthly installments of principal and simple interest" for the reference
to "36 equal monthly installments of principal and simple interest" therein.

3. Section 2.3 of and Schedule 2.3 to the Agreement are hereby deleted in
their entirety.

4. Section 3.22 of the Agreement is hereby amended in its entirety to
read as follows:

Seller has maintained theft insurance in an amount adequate
for the Business (on a claims-made basis) since January 1992,
will maintain theft insurance in at least that amount through
the Closing and has maintained adequate reserves for losses
from theft.

5. Section 9.5 is hereby added to the Agreement, to read as follows:

Access to Financial and Tax Records. Upon Seller's request,
Buyer shall permit Seller or its agents or representatives
access after the Closing to any financial or tax record
covering any period up to the Closing. Buyer shall preserve
all pre-Closing records
<PAGE> 2

and shall offer the same to Seller for pick-up and storage at Seller's
expense, if Buyer determines to dispose thereof, before disposing
thereof.

6. The form of employment agreement between Buyer or the Nominee and
Nimberg attached as Exhibit "D" to the Agreement is hereby amended in its
entirety to read in the form attached to this Amendment as Exhibit "D".

7. The form of Promissory Note attached as Exhibit "E" to the Agreement
is hereby amended in its entirety to read in the form attached to this
Amendment as Exhibit "E".

8. All references in the Agreement to "this Agreement" shall be deemed to
refer to the Agreement as amended by this Amendment.

9. Seller may continue using, at its sole cost and expense, the services
of its bookkeeper Li Ju Chen, subject to her consent, for four (4) weeks
following the Closing and thereafter, on a part-time basis, as necessary to
close Seller's books.

10. Except to the extent expressly set forth in this Amendment, the
Agreement shall remain in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.

NEW YORK PAYROLL FACTORS, INC.,
as Seller

By: /s/ Gerald Schultz
---------------------------------
Gerald Schultz, President

GENERAL CREDIT CORPORATION,
as Buyer

By: /s/ Irwin Zellermaier
---------------------------------
Irwin Zellermaier, Chairman and
Chief Executive Officer and
President

<PAGE> 1
EXHIBIT 3.3

AMENDED AND RESTATED

BYLAWS

GENERAL CREDIT CORPORATION

ARTICLE I - OFFICES

The principal office of the Corporation shall be located in the City, County
and State so provided in the Certificate of Incorporation. The Corporation may
also maintain offices at such other places within or without the State of New
York as the Board of Directors may, from time to time, determine and the
business may require.

ARTICLE II - SHAREHOLDERS

1. Place of Meetings.

Meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places within or without the State of New York as
the Board shall authorize.

2. Annual Meetings.

The annual meeting of the shareholders for the election of directors and
transaction of other business shall be held at any time on any day of any month
of each year so noticed, if such day is not a legal holiday, and if a legal
holiday, then on the first following business day that is not a legal holiday.

3. Special Meetings.

Special meetings of the shareholders may be called at any time by the Board or
by the President, and shall be called by the President or the Secretary at the
written request of the holders of ten percent (10%) of the outstanding shares
entitled to vote thereat, or as otherwise required by law.

4. Notice of Meetings.

Written notice of each meeting of shareholders, whether annual or special,
stating the time when and place where it is to be held, shall be served either
personally or by mail. Such notice shall be served not less than ten nor more
than fifty days before the meeting, upon each shareholder of record entitled to
vote at such meeting, and to any other shareholder to whom the giving of notice
may be required by law. Notice of a special meeting shall also state the
purpose or purposes for which the meeting is called, and shall indicate that

<PAGE> 2

it is being issued by the person calling the meeting. If, at any meeting,
action is proposed to be taken that would, if taken, entitle shareholders to
receive payment for their shares, the notice of such meeting shall include a
statement of that purpose and to that effect. If mailed, such notice shall be
directed to each such shareholder at his address, as it appears on the records
of the shareholders of the Corporation, unless he shall have previously filed
with the Secretary of the Corporation a written request that notices intended
for him be mailed to some other address, in which event, it shall be mailed to
the address designated in such request.

5. Waiver.

Notice of any meeting need not be given to any shareholder who submits a signed
waiver of notice either before or after a meeting. The attendance of any
shareholder at a meeting, in person or by proxy, shall constitute a waiver of
notice by such shareholder.

6. Fixing Record Date.

For the purpose of determining the shareholders entitled to notice of or to
vote any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, or for the purpose
of determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action, the Board
shall fix, in advance, a date as the record date for any such determination of
shareholders. Such date shall not be more than fifty nor less than ten days
before the date of such meeting, nor more than fifty days prior to any other
action. If no record date is fixed it shall be determined in accordance with
the provisions of law.

7. Quorum.

(a) Except as otherwise provided by the Certificate of Incorporation, at all
meetings of shareholders of the Corporation, the presence at the commencement
of such meetings, in person or by proxy, of shareholders holding a majority of
the total number of shares of the Corporation then issued and outstanding on
the records of the Corporation and entitled to vote, shall be necessary and
sufficient to constitute a quorum for the transaction of any business. If
specified item of business is required to be voted on by a class or classes,
the holder of a majority of the shares of such class or classes shall
constitute a quorum for the transaction of such specified item of business.
The withdrawal of any shareholder after the commencement of a meeting shall
have no effect on the existence of a quorum, after a quorum has been
established at such meeting.

(b) Despite the absence of a quorum at any annual or special meeting of
shareholders, the shareholders, by a majority of the votes cast by the holders
of shares entitled to vote thereon, may adjourn the meeting.

2
<PAGE> 3

8. Voting

(a) Except as otherwise provided by statute or by the Certificate of
Incorporation,

(1) directors shall be elected by a plurality of the votes cast; and

(2) all other corporate action to be taken by vote of the shareholders,
shall be authorized by a majority of votes cast;

at a meeting of shareholders by the holders of shares entitled to vote thereon.

(b) Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of shareholders, each holder of record of shares
of the Corporation entitled to vote, shall be entitled to one vote for each
share of stock registered in his name on the books of the Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent without
a meeting, may do so by proxy; provided, however, that the instrument
authorizing such proxy to act shall have been executed in writing by the
shareholder himself, or by his attorney-in-fact duly authorized in writing. No
proxy shall be valid after the expiration of eleven months from the date of its
execution, unless the proxy shall specify the length of time it is to continue
in force. The proxy shall be delivered to the Secretary at the meeting and
shall be filed with the records of the Corporation. Every proxy shall be
revocable at the pleasure of the shareholder executing it, except as otherwise
provided by law.

(d) Any action that may be taken by vote may be taken without a meeting on
written consent. Such action shall constitute action by such shareholders with
the same force and effect as if the same had been approved at a duly called
meeting of shareholders and evidence of such approval signed by all of the
shareholders shall be inserted in the Minute Book of the Corporation.

Article III - Board of Directors

1. Number

The number of the directors of the Corporation shall be three (3), until
otherwise determined by a vote of the Board, and it shall in no event be less
than three, unless all of the outstanding shares are owned of record by less
than three shareholders, in which event, the number of directors shall not be
less than the number of shareholders.

3
<PAGE> 4
2. Election

Except as may otherwise be provided herein or in the Certificate of
Incorporation, the members of the Board need not be shareholders and shall be
elected by a majority of the votes cast at a meeting of shareholders, by the
holders of shares entitled to vote in the election.

3. Term Of Office

Each director shall hold office until the annual meeting of the shareholders
next succeeding his election, and until his successor is elected and qualified,
or until his prior death, resignation or removal.

4. Duties and Powers

The Board shall be responsible for the control and management of the affairs,
property and interest of the Corporation, and may exercise all powers of the
Corporation, except those powers expressly conferred upon or reserved to the
shareholders.

5. Annual Meetings

Regular annual meetings of the Board Shall be held immediately following the
annual meeting of shareholders.

6. Regular Meetings and Notice

The Board may provide by resolution for the holding of regular meetings of the
Board of Directors, and may fix the time and place thereof.

Notice of regular meetings shall not be required to be given and, if given,
need not specify the purpose of the meeting; provided, however, that in case
the Board shall fix or change the time or place of any regular meeting, notice
of such action be given to each director who shall not have been present at the
meeting at which such action was taken within the time limited, and in the
manner set forth at Section 7 of this Article III, unless such notice shall be
waived.

7. Special Meetings and Notice.

(a) Special meetings of the Board shall be held whenever called by the
President or by one of the directors, at such time and place as may be
specified in the respective notices or waivers of notice thereof.

4
<PAGE> 5
(b) Notice of special meetings shall be mailed directly to each director,
addressed to him at the address designated by him for such purpose or at his
usual place of business, at least two (2) business days before the day on which
the meeting is to be held, or delivered to him personally or given to him
orally, not later than the business day before the day on which the meeting is
to be held.

(c) Notice of a special meeting shall not be required to be given to any
director who shall attend such meeting, or who submits a signed waiver of
notice.

8. Chairman.

At all meetings of the Board, the Chairman, if present, shall preside. If
there shall be no Chairman, or he shall be absent, then the President shall
preside. In his absence, the Chairman shall be chosen by the Directors
present.

9. Quorum and Adjournments.

(a) At all meetings of the Board, the presence of a majority of the entire
Board shall be necessary to constitute a quorum for the transaction of
business, except as otherwise provided by law, by the Certificate of
Incorporation, or by these By-Laws. Participation of any one or more members
of the Board by means of a conference telephone or similar communications
equipment, allowing all persons participating in the meeting to hear each other
at the same time, shall constitute presence in person at any such meeting.

(b) A majority of the directors present at any regular or special meeting,
although less than a quorum, may adjourn the same from time to time without
notice, until a quorum shall be present.

10. Manner of Acting.

(a) At all meetings of the Board, each director present shall have one vote.

(b) Except as otherwise provided by law, by the certificate of Incorporation,
or these By-Laws, the action of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the Board. Any action
authorized, in writing, by all of the directors entitled to vote thereon and
filed with the minutes of the Corporation shall be the act of the Board with
the same force and effect as if the same had been passed by unanimous vote at a
duly called meeting of the Board.

11. Vacancies.

Any vacancy in the Board of Directors resulting from an increase in the number
of directors, or the death, resignation, disqualification, removal or inability
to act of any

5
<PAGE> 6

director, shall be filled for the unexpired portion of the term by a majority
vote of the remaining directors, though less than a quorum, at any regular
meeting or special meeting of the Board called for that purpose.

12. Resignation.

Any director may resign at any time by giving written notice to the Board, the
President or the Secretary of the Corporation. Unless otherwise specified in
such written notice, such resignation shall take effect upon receipt thereof by
the Board or such officer, and the acceptance of such resignation shall not be
necessary to make it effective.

13. Removal.

Any director may be removed, with or without cause, at any time by the
shareholders, at a special meeting of the shareholders called for that purpose,
and may be removed for cause by action of the Board.

14. Compensation.

No compensation shall be paid to directors as such, for their services, but by
resolution of the Board, a fixed sum and expenses for actual attendance may be
authorized for attendance at each regular or special meeting of the Board.
Nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.

15. Contracts.

(a) No contract or other transaction between this Corporation and any other
business shall be affected or invalidated, nor shall any director be liable in
any way by reason of the fact that a director of this Corporation is interested
in, or is a director, officer, or is financially interested in such other
business, provided such fact is disclosed to the Board.

(b) Any director may be a party to or may be interested in any contract or
transaction of this Corporation individually, and no director shall be liable
in any way by reason of such interest, provided that the fact of such
participation or interest be disclosed to the Board and provided that the Board
shall authorize or ratify such contract or transaction by the vote (not
counting the vote of any such director) of a majority of a quorum,
notwithstanding the presence of any such director at the meeting at which such
action is taken. Such director may be counted in determining the presence of a
quorum at such meeting. This Section shall not be construed to invalidate or
in any way affect any contract or other transaction which would otherwise be
valid under the law applicable thereto.

6
<PAGE> 7
16. Committees.

The Board, by resolution adopted by a majority of the entire Board, may from
time to time designate from among its members an executive committee and such
other committees, and alternate members thereof, as they deem desirable, each
consisting of three or more members, with such powers and authority (to the
extent permitted by law) as may be provided in such resolution. Each such
committee shall remain in existence at the pleasure of the Board.
Participation of any one or more members of a committee by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time, shall
constitute a director's presence in person at any such meeting. Any action
authorized in writing by all of the members of a committee and filed with the
minutes of the committee shall be the act of the committee with the same force
and effect as if the same had been passed by unanimous vote at a duly called
meeting of the committee.

ARTICLE IV - OFFICERS

1. Number and Qualifications.

The officers of the Corporation shall consist of a President, one or more Vice
Presidents, a Secretary, a Treasurer, and such other officers, including a
Chairman of the Board, as the Board of Directors may from time to time deem
advisable. Any officer other than the Chairman of the Board may be, but is not
required to be, a director of the Corporation. Any two or more offices may be
held by the same person, except the offices of President and Secretary.

2. Election.

The officers of the Corporation shall be elected by the Board at the regular
annual meeting of the Board following the annual meeting of shareholders.

3. Term of Office.

Each officer shall hold office until the annual meeting of the Board next
succeeding his election, and until his successor shall have been elected and
qualified, or until his death, resignation or removal.

4. Resignation.

Any officer may resign at any time by giving written notice thereof to the
Board, the President or the Secretary of the Corporation. Such resignation
shall take effect upon

7
<PAGE> 8

receipt thereof by the Board or by such officer, unless otherwise specified in
such written notice. The acceptance of such resignation shall not be
necessary to make it effective.

5. Removal.

Any officer, whether elected or appointed by the Board, may be removed by the
Board, either with or without cause, and a successor elected by the Board at
any time.

6. Vacancies.

A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by the Board.

7. Duties.

Unless otherwise provided by the Board, officers of the Corporation shall each
have such powers and duties as generally pertain to their respective offices,
such powers and duties as may be set forth in these by-laws, and such powers
and duties as may be specifically provided for by the Board. The President
shall be the chief executive officer of the Corporation.

8. Sureties and Bonds.

At the request of the Board, any officer, employee or agent of the Corporation
shall execute for the Corporation a bond in such sum, and with such surety as
the Board may direct, conditioned upon the faithful performance of his duties
to the Corporation, including responsibility for negligence and for the
accounting for all property, funds or securities of the Corporation which may
come into his hands.

9. Shares of Other Corporations.

Whenever the Corporation is the holder of shares of any other corporation, any
right or power of the Corporation as such shareholder shall be exercised on
behalf of the Corporation in such manner as the Board may authorize.

ARTICLE V - SHARES OF STOCK

1. Certificates.

(a) The certificates representing shares in the Corporation shall be in such
form as shall be approved by the Board and shall be numbered and registered in
the order issued. They

8
<PAGE> 9

shall bear the holders's name and the number of shares, and shall be signed by
(i) the Chairman of the Board or the President or a Vice President, and (ii)
the Secretary or Treasurer, or any Assistant Secretary or Assistant Treasurer,
and shall bear the corporate seal.

(b) Certificates representing shares shall not be issued until they are fully
paid for.

(c) The Board may authorize the issuance of certificates for fractions of a
share which shall entitle the holder to exercise voting rights, receive
dividends and participate in liquidating distributions, in proportion to the
fractional holdings.

2. Lost or Destroyed Certificates.

Upon notification by the holder of any certificate representing shares of the
Corporation of the loss or destruction of one or more certificates representing
the same, the Corporation may issue new certificates in place of any
certificates previously issued by it, and alleged to have been lost or
destroyed. Upon production of evidence of loss or destruction, in such form as
the Board in its sole discretion may require, the Board may require the owner
of the lost or destroyed certificates to provide the Corporation with a bond in
such sum as the Board may direct, and with such surety as may be satisfactory
to the Board, to indemnify the Corporation against any claims, loss, liability
or damage it may suffer on account of the issuance of the new certificates. A
new certificate may be issued without requiring any such evidence or bond when,
in the judgment of the Board, it is proper to do so.

3. Transfers of Shares.

(a) Transfers of shares of the Corporation may be made on the share records of
the Corporation solely by the holder of such records, in person or by a duly
authorized attorney, upon surrender for cancellation of the certificates
representing such shares, with an assignment or power of transfer endorsed
thereon or delivered therewith, duly executed and with such proof of the
authenticity of the signature, and the authority to transfer and the payment of
transfer taxes as the Corporation or its agents may require.

(b) The Corporation shall be entitled to treat the holder of record of any
shares as the absolute owner thereof for all purposes and shall not be bound to
recognize any legal, equitable or other claim to, or interest in, such shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise expressly provided by law.

9
<PAGE> 10
4. Record Date.

In lieu of closing the share records of the Corporation, the Board may fix, in
advance, a date not less than ten days and not more than fifty days, as the
record date for the determination of shareholders entitled to receive notice
of, and to vote at, any meeting of shareholders, or to consent to any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividends, or allotment of any rights, or for the
purpose of any other action. If no record date is fixed, the record date for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders shall be at the close of business on the day immediately
preceding the day on which notice is given, or, if no notice is given, the day
on which the meeting is held; the record date for determining shareholders for
any other purpose shall be at the close of business on the day on which the
resolution of the directors relating thereto is adopted. When a determination
of shareholders of record entitled to notice of or to vote at any meeting of
shareholders has been made as provided for herein, such determination shall
apply to any adjournment thereof, unless the directors fix a new record date
for the adjourned meeting.

ARTICLE VI - DIVIDENDS

Subject to this Certificate of Incorporation and to applicable law, dividends
may be declared and paid out of any funds available therefor, as often, in such
amount, and at such time or times as the Board may determine. Before payment
of any dividend, there may be set aside out of the net profits of the
Corporation available for dividends, such sum or sums as the Board, from time
to time, in its sole discretion, deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purpose as the Board shall think
conducive to the interests of the Corporation, and the Board may modify or
abolish any such reserve.

ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board from time to
time, subject to applicable law.

ARTICLE VIII - CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from
time to time by the Board.

10
<PAGE> 11

ARTICLE IX - AMENDMENTS

1. By Shareholders.

All by-laws of the Corporation shall be subject to revision, amendment or
repeal, and new by-laws may be adopted from time to time, by a majority vote of
the shareholders who are at such time entitled to vote in the election of
directors.

2. By Directors.

The Board shall have power to make, adopt, alter, amend and repeal, from time
to time, by-laws of the Corporation; provided, however, that the shareholders
entitled to vote with respect thereto as provided for by Section 1 of this
Article IX may alter, amend or repeal by-laws made by the Board. The Board
shall have no power to change the quorum for meetings of shareholders or of the
Board, or to change any provisions of the by-laws with respect to the removal
of directors or the filling of vacancies in the Board resulting from the
removal of one or more directors by the shareholders. If any by-law regulating
an impending election of directors is adopted, amended or repealed by the
Board, there shall be set forth in the notice of the next meeting of
shareholders for the election of directors, the by-law so adopted, amended or
repealed, together with a concise statement of the changes made.

<PAGE> 1
EXHIBIT 4.1

<TABLE>
<S> <C>
MEMBER SHARES
GENERAL CREDIT CORPORATION

COMMON STOCK
SEE REVERSE FOR CERTAIN
DEFINITIONS AND LEGENDS
CUSIP 369451 10 9
INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK

</TABLE>

THIS IS TO CERTIFY that

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.001 PAR VALUE, OF

GENERAL CREDIT CORPORATION (hereinafter called the "Corporation"), transferrable
on the books of the Corporation by the holder hereof in person or by duly
authorized attorney, upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and shall be held
subject to all of the provisions of the Certificate of Incorporation and the
By-Laws of the Corporation, to all of which the holder of this Certificate by
acceptance hereof assents.
This certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar.
Witness the signatures of its duly authorized officers.

Dated:

[GENERAL CREDIT CORPORATION SEAL]

/s/ David M. Bader /s/ Irwin Zellermaier

SECRETARY PRESIDENT

COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT AND REGISTRAR

BY AUTHORIZED SIGNATURE

<PAGE> 2
GENERAL CREDIT CORPORATION
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S> <C> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT-- ...................Custodian..................
TEN ENT -- as tenants by the entities (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to minors
survivorship and not as tenants Act...........................................
in common (State)
</TABLE>

Additional abbreviations may also be used though not in the above list.

For value received, _________________________________ hereby sell, assign and
transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]

- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

- ------------------------------------------------------------------------Attorney
to transfer the said stock on the books of he within-named Corporation with full
power of substitution in the premises.

Dated
----------------------------------

--------------------------------------------------
NOTICE: THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

--------------------------------------------------
SIGNATURE(S) GUARANTEED: [THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

<PAGE> 1
EXHIBIT 4.2

EXERCISABLE ON OR BEFORE 4:00 P.M., EASTERN TIME, __________, 1999

Warrants

REDEEMABLE COMMON STOCK PURCHASE WARRANT
CERTIFICATE TO PURCHASE COMMON STOCK OF

MEMBER GENERAL CREDIT CORPORATION
W

CUSIP 369451 11 7

This Warrant Certificate certifies that

or registered assigns thereof, is the registered holder of Warrants

(the "Warrants") to purchase shares of common stock, $.001 par value per share
(the "Shares"), of General Credit Corporation, a New York corporation (the
"Company"). Each Warrant evidenced hereby entitles the holder to purchase from
the Company on or before 4:00 p.m., Eastern time, on __________, 1999 (the
"Expiration Date") one fully paid and non-assessible Share at the initial
exercise price,subject to adjustment in certain events (the "Exercise Price"),
of $3.00 per share upon surrender of this Warrant Certificate and payment of
the Exercise Price at the office or agency of the Warrant Agent in New York,
New York, but only subject to the conditions set forth herein and in the
Warrant Agreement, dated as of the Effective Date (The "Warrant Agreement"),
between the Company and American Stock Transfer & Trust Company, as Warrant
Agent (the "Warrant Agent").
All capitalized terms used but not defined herein have the meanings set forth
in the Warrant Agreement.
Payment of the Exercise Price may be made in cash or by certified or
official bank check payable to the order of the Company.
Reference is hereby made to the further provisions of this Warrant
Certificate, including, without limitation, those set forth on the reverse
hereof, and such further provisions are incorporated herein by reference and
will for all purposes have the same effect as though fully set forth herein.
This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent.
This Warrant Certificate is negotiable.
The Warrants may be redeemed as provided in the Warrant Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed under its corporate seal.

Dated: GENERAL CREDIT CORPORATION

BY:

/s/ Irwin Zellermaier
President
[GENERAL CREDIT CORPORATION SEAL]

COUNTERSIGNED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
as Warrant Agent
ATTEST:

BY: BY:
/s/ David M. Bader

AUTHORIZED SIGNATURE
Secretary
<PAGE> 2
GENERAL CREDIT CORPORATION

The Warrants evidenced by this Warrant Certificate are a part of a
duly authorized Issue of Warrants issued pursuant to the Warrant Agreement,
which Warrant Agreement is hereby incorporated by reference in and made a part
of this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the
Warrant Agent, the Company and the Holders.
Warrants may be exercised to purchase Shares from the Company in
accordance with the Warrant Agreement at the Exercise Price set forth on the
face hereof, subject to adjustments as hereinafter referred to. The Holder of
Warrants evidenced by this Warrant Certificate may exercise them by
surrendering the Warrant Certificate, with the form of election to purchase
set forth hereon properly completed and executed, together with
payment of the Exercise Price and any applicable transfer taxes at the office
of the Warrant Agent in New York, New York. In the event that upon any
exercise of Warrants evidenced hereby, the number of Shares purchased will be
less than the total number of Shares purchasable hereunder, there will be
issued to the Holder hereof of such Holder's assignee a new Warrant Certificate
evidencing the number of Shares not purchased.
The Warrant Agreement provides that upon the occurrence of certain
events, the Exercise Price set forth on the face hereof may, subject to certain
conditions, be adjusted. If the Exercise Price is adjusted, the Warrant
Agreement provides that the number of Shares purchasable upon the exercise of
each Warrant will be adjusted. No fractions of a Warrant will be issued upon
any such adjustment, but the persons entitled to such fractional interest will
be paid, as provided in the Warrant Agreement, an amount in cash equal to the
current market value of such fractional Warrant.
The Warrant Agreement also provides that in the event of certain
reclassifications or changes in outstanding Shares, certain consolidations or
mergers in which the Company is a party and certain sales or conveyances of the
property of the Company as an entirety or substantially as an entirety, each
Warrant would thereupon become exercisable for the number of shares of stock or
other securities or property (including cash) which would have been receivable
upon such transaction by a holder of the number of Shares which would have been
purchasable upon exercise of such Warrant immediately prior to such
transactions.
Warrant Certificates, when surrendered at the office of the Warrant
Agent in New York, New York, by the registered holder thereof, may be
exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant
Certificate or Warrant Certificates of like tenor evidencing in the aggregate
a like number of Warrants.
Upon due presentment for registration of this Warrant Certificate at
the office of the Warrant Agent in New York, New York, a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants will be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided
herein and in the Warrant Agreement, without exchange except for any tax or
other government charge imposed in connection therewith.
The Company and the Warrant Agent may depart and treat the registered
Holder(s) hereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise hereof, and of any distribution to the
Holder(s) hereof, and for all other purposes, and neither the Company nor
the Warrant Agent will be affected by any notice to the contrary.

ELECTION TO PURCHASE
(To be executed upon exercise of Warrant)

The undersigned hereby irrevocably elects the right, represented by
this Warrant Certificate, to purchase

_______________________________________________________________________________
Shares and herewith tenders in payment for such Shares cash or a certified or
official bank check payable to the order of the Company in the amount of
$_______all in accordance with the terms hereof. The undersigned requests that
a certificate for such shares be registered in the

name of________________________________________________________________________

whose address is_______________________________________________________________

and that such certificate be delivered to _____________________________________

whose address is ______________________________________________________________

If said number of shares is less than all the Shares purchasable hereunder,
the undersigned requests that a new Warrant Certificate representing Warrants to
purchase the remaining balance of the Shares be registered in the

name of________________________________________________________________________

whose address is_______________________________________________________________

and that such certificate be delivered to _____________________________________

whose address is ______________________________________________________________

Dated:_________________________________ Signature:___________________

INSERT SOCIAL SECURITY NUMBER OR OTHER (Signature must conform in all
IDENTIFYING NUMBER OF ASSIGNEE respects to name of Holder as
it appears on the face of the
[ ] Warrant Certificate.)

Signature Guaranteed:

ASSIGNMENT

(To be executed by the registered Holder if such Holder desires to transfer the
Warrant Certificate)

FOR VALUE RECEIVED_______________________________________hereby sells,

assigns and transfers unto____________________________________________________

______________________________________________________________________________
(please print name and address of transferee)

(all)[ ]of the Warrants evidenced by this Warrant Certificate,
together with all right, title and interest therein, and does hereby
irrevocably constitute and appoint

___________________________________________________________________ Attorney,
to transfer the within Warrant Certificate on the books of the within-named
Company, with full power of substitution.

Dated: _______________________ Signature: ___________________

INSERT SOCIAL SECURITY NUMBER OR OTHER (Signature must conform in all
IDENTIFYING NUMBER OF ASSIGNEE respects to name of Holder as
it appears on the face of the
[ ] Warrant Certificate.)

Signature Guaranteed:

<PAGE> 1
EXHIBIT 4.3

WARRANT AGREEMENT

Agreement made as of October , 1996, between General Credit Corporation,
a New York corporation, with offices at 211 East 70th Street, New York, New
York ("Company"), and American Stock Transfer & Trust Company, a New York
corporation, with offices at 40 Wall Street, New York, New York 10005 (herein
called, the"Warrant Agent").

WHEREAS, the Company has determined to issue and deliver up to 2,530,000
Redeemable Common Stock Purchase Warrants (the "Warrants") evidencing the
right of the holders thereof to purchase an aggregate of 2,530,000 shares of
common stock, $.001 par value per share, of the Company ("Common Stock"), which
Warrants are to be issued and delivered in connection with the Company's
initial public offering ("IPO") of Units; and

WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange, redemption and exercise of the
Warrants; and

WHEREAS, the Company desires to provide for the form and provisions of the
Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the
Warrant Agent, and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed which are
necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided herein, the
valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:

1. Appointment of Warrant Agent. The Company hereby appoints the Warrant
Agent to act as agent for the Company for the Warrants, and the Warrant Agent
hereby accepts such appointment and agrees to perform the same in accordance
with the terms and conditions set forth in this Agreement.

2. Warrants.

2.1. Form of Warrant. Each Warrant shall be issued in registered form
only, shall be in substantially the form of Exhibit A hereto, the provisions of
which are incorporated herein and shall be signed by, or bear the facsimile
signature of, the Chairman or President and Secretary or Assistant Secretary of
the Company and shall bear a facsimile of the Company's seal. In the event the
person whose facsimile signature has been placed upon any Warrant shall have
ceased to be Chairman or President and Secretary or Assistant Secretary of the
Company before such Warrant is issued, it may be issued with the same effect as
if he had not ceased to be such at the date of issuance. No Warrant may be
exercised until it has been countersigned by the Warrant Agent as provided in
Section 2.3 hereof.
<PAGE> 2

2.2. Effect of Countersignature. Unless and until countersigned by the
Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no
effect.

2.3. Events for Countersignature. The Warrant Agent shall countersign a
Warrant only upon the occurrence of either of the following events:

(i) if the Warrant is to be issued in exchange or substitution for one or
more previously countersigned Warrants, as hereinafter provided, or

(ii) if the Company instructs the Warrant Agent to do so.

2.4. Registration.

2.4.1. Warrant Register. The Warrant Agent shall maintain books
("Warrant Register"), for the registration of original issuance and the
registration of transfer of the Warrants. Upon the initial issuance of the
Warrants, the Warrant Agent shall issue and register the Warrants in the names
of the respective holders thereof in such denominations and otherwise in
accordance with instructions delivered to the Warrant Agent by the Company.

2.4.2. Registered Holder. Prior to due presentment for registration of
transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant shall be registered upon the Warrant
Register ("registered holder"), as the absolute owner of such Warrant and of
each Warrant represented thereby (notwithstanding any notation of ownership or
other writing on the Warrant Certificate made by anyone other than the Company
or the Warrant Agent), for the purpose of any exercise thereof, and for all
other purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary.

2.5. Detachability of Warrants. The Warrant Agent understands that the
Warrants may be traded separately.

3. Terms and Exercise of Warrants

3.1. Warrant Price. Each Warrant shall, when countersigned by the
Warrant Agent, entitle the registered holder thereof, subject to the provisions
of such Warrant and of this Warrant Agreement, to purchase from the Company one
share of Common Stock for $3.00 per whole share, subject to the adjustments
provided in Section 4 hereof. The term "Warrant Price" as used in this Warrant
Agreement refers to the price per share at which Common Stock may be purchased
at the time a Warrant is exercised.

3.2. Duration of Warrants. A Warrant may be exercised only during the
period ("Exercise Period") commencing on October , 1996 and terminating at
4:00 p.m., New York, New York time, on October , 1999; provided, however,
that the Exercise Period of the Warrants shall terminate earlier on the date
fixed for redemption of such Warrants as provided in Section 6 of this
Agreement ("Expiration Date"). Each Warrant not exercised on or before the
Expiration Date shall become void, and all rights thereunder and all rights in
respect thereof under
<PAGE> 3

this Agreement shall cease at the close of business on the Expiration Date.
The Company has the right, in its sole discretion, to extend the expiration
date of the Warrants on five business days' prior written notice to the holders
of the Warrants.

3.3. Exercise of Warrants.

3.3.1. Payment. A Warrant, when countersigned by the Warrant Agent, may
be exercised by the registered holder thereof by surrendering it, at the office
of the Warrant Agent, or at the office of its successor as Warrant Agent, in
the Borough of Manhattan, City and State of New York, with the purchase form,
as set forth in the Warrant and in substantially the form of Exhibit A hereto,
duly executed, and by paying in full, in lawful money of the United States, the
Warrant Price for each full share of Common Stock as to which the Warrant is
exercised and any and all applicable taxes due in connection with the exercise
of the Warrant, the exchange of the Warrant for the Common Stock, and the
issuance of the Common Stock. Upon exercise of any Warrant, the Warrant Agent
shall promptly remit the payment received for the Warrant to the Company or its
agent, as the Company may direct in writing.

3.3.2. Issuance of Certificates. As soon as practicable after the
exercise of any Warrant, the Company shall issue to the registered holder of
such Warrant a certificate or certificates for the number of full shares of
Common Stock to which he is entitled, registered in such name or names as may
be directed by him, and if such Warrant shall not have been exercised in full,
a new countersigned Warrant for the number of shares as to which such Warrant
shall not have been exercised. Notwithstanding the foregoing, the Company
shall not be obligated to deliver any securities pursuant to the exercise of a
Warrant unless a registration statement under the Securities Act of 1933 with
respect to the securities is effective. Warrants may not be exercised by, or
securities issued to, any registered holder in any state in which such exercise
would be unlawful.

3.3.3. Valid Issuance. All shares of Common Stock issued upon the proper
exercise of a Warrant in conformity with this Agreement shall be validly
issued.

3.3.4. Date of Issuance. Each person in whose name any such certificate
for shares of Common Stock is issued shall for all purposes be deemed to have
become the registered holder of record of such shares on the date on which the
Warrant was surrendered, and payment of the Warrant Price was made,
irrespective of the date of delivery of such certificate, except that, if the
date of such surrender and payment is a date when the stock transfer books of
the Company are closed, such person shall be deemed to have become the holder
of such shares at the close of business on the next succeeding date on which
the stock transfer books are open.

4. Adjustments.

4.1. Stock Dividends - Split-Ups. If after the date hereof, and subject
to the provisions of Section 4.5 below, the number of outstanding shares of
Common Stock is increased by a stock dividend payable in shares of Common Stock
or by a split-up of shares of Common Stock or other similar event, then, on the
effective date of such stock dividend or split-up, the number of shares
<PAGE> 4

issuable on exercise of each Warrant shall be increased in proportion to such
increase in outstanding shares and the then applicable Warrant Price shall be
correspondingly decreased.

4.2. Aggregation of Shares. If after the date hereof, and subject to the
provisions of Section 4.5, the number of outstanding shares of Common Stock is
decreased by a consolidation, combination or reclassification of shares of
Common Stock or other similar event, then, upon the effective date of such
consolidation, combination or reclassification, the number of shares issuable
on exercise of each Warrant shall be decreased in proportion to such decrease
in outstanding shares and the then applicable Warrant Price shall be
correspondingly increased.

4.3. Reorganization, etc. If after the date hereof any capital
reorganization or reclassification of the Common Stock of the Company, or
consolidation or merger of the Company with another corporation, or the sale of
all or substantially all of its assets to another corporation or other similar
event shall be effected, then, as a condition of such reorganization,
reclassification, consolidation, merger, or sale, lawful and fair provision
shall be made whereby the Warrant holders shall thereafter have the right to
purchase and receive, upon the basis and upon the terms and conditions
specified in the Warrants and in lieu of the shares of Common Stock of the
Company immediately theretofore purchasable and receivable upon the exercise of
the rights represented thereby, such shares of stock, securities, or assets as
may be issued or payable with respect to or in exchange for the number of
outstanding shares of such Common Stock equal to the number of shares of such
stock immediately theretofore purchasable and receivable upon the exercise of
the rights represented by the Warrants, had such reorganization,
reclassification, consolidation, merger, or sale not taken place and in such
event appropriate provision shall be made with respect to the rights and
interests of the Warrant holders to the end that the provisions hereof
(including, without limitation, provisions for adjustment of the Warrant Price
and of the number of shares purchasable upon the exercise of the Warrants)
shall thereafter be applicable, as nearly as may be in relation to any share of
stock, securities, or assets thereafter deliverable upon the exercise hereof.
The Company shall not effect any such consolidation, merger, or sale unless
prior to the consummation thereof the successor corporation (if other than the
Company) resulting from such consolidation or merger, or the corporation
purchasing such assets, shall assume by written instrument executed and
delivered to the Warrant Agent the obligation to deliver to the Warrant holders
such shares of stock, securities, or assets as, in accordance with the
foregoing provisions, such holders may be entitled to purchase.

4.4. Notices of Changes in Warrant. Upon every adjustment of the Warrant
Price or the number of shares issuable on exercise of a Warrant, the Company
shall give written notice thereof to the Warrant Agent, which notice shall
state the Warrant Price resulting from such adjustment and the increase or
decrease, if any, in the number of shares purchasable at such price upon the
exercise of a Warrant, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based. Upon the
occurrence of any event specified in Sections 4.1., 4.2., or 4.3., then, in any
such event, the Company shall give written notice in the manner set forth above
on the record date for such event, or the effective date of such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, winding up or issuance of shares. Such notice shall also specify
the date as of which the holders of Common Stock of record shall participate in
such dividend, distribution, or subscription rights, or shall be entitled to
exchange their Common Stock for stock, securities, or other assets deliverable
upon such
<PAGE> 5

reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, winding up or issuance. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such event.

4.5. No Fractional Shares. Notwithstanding any provision contained in
this Warrant Agreement to the contrary, the Company shall not issue fractional
shares upon exercise of Warrants. If, by reason of any adjustment made
pursuant to this Section 4, the holder of any Warrant would be entitled, upon
the exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, purchase such fractional interest,
determined as follows:

(i) If the Common Stock is listed on a National Securities Exchange or
admitted to unlisted trading privileges on such exchange or listed for trading
on the Nasdaq National Market or Nasdaq SmallCap Market, the current value
shall be the last reported sale price of the Common Stock on such exchange on
the last business day prior to the date of exercise of the Warrant or if no
such sale is made on such day, the average of the closing bid and asked prices
for such day on such exchange; or

(ii) If the Common Stock is not listed or admitted to unlisted trading
privileges, the current value shall be the mean of the last reported bid and
asked prices reported by the National Quotation Bureau, Inc. on the last
business day prior to the date of the exercise of the Warrant; or;

(iii) If the Common Stock is not so listed or admitted to unlisted trading
privileges and bid and asked prices are not so reported, the current value
shall be an amount determined in such reasonable manner as may be prescribed by
the Board of Directors of the Company.

4.6. Form of Warrant. The form of Warrant need not be changed because of
any adjustment pursuant to this Section 4, and Warrants issued after such
adjustment may state the same Warrant Price and the same number of shares as is
stated in the Warrants initially issued pursuant to this Agreement. However,
the Company may at any time in its sole discretion make any change in the form
of Warrant that the Company may deem appropriate and that does not affect the
substance thereof, and any Warrant hereafter issued or countersigned, whether
in exchange or substitution for an outstanding Warrant or otherwise, may be in
the form as so changed.

5. Transfer and Exchange of Warrants.

5.1. Registration of Transfer. The Warrant Agent shall register the
transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with
signatures properly guaranteed and accompanied by appropriate instructions for
transfer. Upon any such transfer, a new Warrant representing an equal
aggregate number of Warrants shall be issued and the old Warrant shall be
cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered
by the Warrant Agent to the Company from time to time upon request.
<PAGE> 6

5.2. Procedure for Surrender of Warrants. Warrants may be surrendered to
the Warrant Agent, together with a written request for exchange or transfer,
and thereupon the Warrant Agent shall issue in exchange therefor one or more
new Warrants as requested by the registered holder of the Warrants so
surrendered, representing an equal aggregate number of Warrants; provided,
however, that in the event that a Warrant surrendered for transfer bears a
restrictive legend, the Warrant Agent shall not cancel such Warrant and issue
new Warrants in exchange therefor until the Warrant Agent has received an
opinion of counsel for the Company stating that such transfer may be made and
indicating whether the new Warrants must also bear a restrictive legend.

5.3. Fractional Warrants. The Warrant Agent shall not be required to
effect any registration of transfer or exchange which will result in the
issuance of a Warrant for a fraction of a Warrant.

5.4. Service Charges. No service charge shall be made for any exchange
or registration of transfer of Warrants.

5.5. Warrant Execution and Countersignature. The Warrant Agent is hereby
authorized to countersign and to deliver, in accordance with the terms of this
Agreement, the Warrants required to be issued pursuant to the provisions of
this Section 5, and the Company, whenever required by the Warrant Agent, will
supply the Warrant Agent with Warrants duly executed on behalf of the Company
for such purpose.

6. Redemption.

6.1. Redemption. The Warrants may be redeemed, at the option of the
Company, as a whole at any time or in part from time to time, after October ,
1996, and prior to their expiration, in any proportion as the Company in its
sole discretion may determine, at the office of the Warrant Agent, upon the
notice referred to in Section 6.2., at the price of $.25 per Warrant
("Redemption Price"), provided that the closing bid price of the Common Stock
as reported on Nasdaq, or the closing sale price, as reported on a national or
regional securities exchange, as applicable, of the shares of the Common Stock
for 30 consecutive trading days ending within 10 days of the notice of
redemption of the Warrants averages in excess of $6.00 per share, subject to
adjustment, and further provided that the Company shall give written notice of
the Company's intent to redeem the Warrants at least five business days prior
to the date of the notice of redemption. Prior to the October , 1997, the
Warrants will not be redeemable by the Company without the written consent of
Barron Chase Securities, Inc.("Barron"). The provisions of this Section 6.1
shall not be modified, amended or deleted without the prior written consent of
Barron.

6.2. Date Fixed for, and Notice of, Redemption. In the event the Company
shall elect to redeem all or any part of the Warrants, the Company shall fix a
date for the redemption. Notice of redemption shall be mailed by first class
mail, postage prepaid, by the Company or the Company's agent at its direction
not less than 30 days from the date fixed for redemption to the registered
holders of the Warrants to be redeemed at their last addresses as they shall
appear on the registration books. Any notice mailed in the manner herein
provided shall be conclusively presumed to have been duly given whether or not
the registered holder received such notice.

<PAGE> 7

6.3. Exercise After Notice of Redemption. The Warrants may be exercised
in accordance with Section 3 of this Agreement at any time after notice of
redemption shall have been given by the Company pursuant to Section 6.2.
hereof and prior to the date fixed for redemption. On and after the redemption
date, the record holder of the Warrants shall have no further rights except to
receive, upon surrender of the Warrants, the redemption price.

7. Other Provisions Relating to Rights of Holders of Warrants.

7.1. No Rights as Stockholder. A Warrant does not entitle the registered
holder thereof to any of the rights of a stockholder of the Company, including,
without limitation, the right to receive dividends, or other distributions,
exercise any preemptive rights or rights to vote or to consent or to receive
notice as stockholders in respect of the meetings of stockholders or the
election of directors of the Company or any other matter.

7.2. Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is
lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on
such terms as to indemnity or otherwise as they may in their discretion impose
(which shall, in the case of a mutilated Warrant), include the surrender
thereof, issue a new Warrant of like denomination, tenor, and date as the
Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall
constitute a substitute contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any
time enforceable by anyone.

7.3. Reservation of Common Stock. The Company shall at all times reserve
and keep available a number of its authorized but unissued shares of Common
Stock that will be sufficient to permit the exercise in full of all outstanding
Warrants issued pursuant to this Agreement.

7.4. Registration Statement. The Company has filed with the Securities
and Exchange Commission a Registration Statement [No. 33-9831] ("Registration
Statement") on Form SB-2 for the registration, under the Securities Act of
1933, of, among others, the Warrants and the Common Stock issuable upon
exercise of the Warrants.

7.5. Registration of Common Stock. The Company will use its best efforts
to cause the Registration Statement to become effective and to maintain the
effectiveness of such Registration Statement or another registration statement
with respect to such Common Stock underlying the Warrants until the expiration
or redemption of the Warrants in accordance with the provisions of this
Agreement.

8. Concerning the Warrant Agent and Other Matters.

8.1. Payment of Taxes. The Company will from time to time promptly pay
all taxes and charges that may be imposed upon the Company or the Warrant Agent
in respect of the issuance or delivery of shares of Common Stock upon the
exercise of Warrants, but the Company shall not be obligated to pay any
transfer taxes in respect of the Warrants or such shares.
<PAGE> 8

8.2. Resignation, Consolidation, or Merger of Warrant Agent.

8.2.1. Appointment of Successor Warrant Agent. The Warrant Agent, or any
successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities (other than those incurred prior to
such resignation or discharge) hereunder after giving sixty (60) days' notice
in writing to the Company and may be removed by the Company upon sixty (60)
days' notice. If the office of the Warrant Agent becomes vacant by resignation
or incapacity to act or otherwise, the Company shall appoint in writing a
successor Warrant Agent in place of the Warrant Agent. If the Company shall
fail to make such appointment within a period of 30 days after it has been
notified in writing of such resignation or incapacity by the Warrant Agent,
then the holder of any Warrant may apply to the Supreme Court of the State of
New York for the County of New York for the appointment of a successor Warrant
Agent. Any successor Warrant Agent, whether appointed by the Company or by
such court, shall be a corporation in good standing and having its principal
office in the Borough of Manhattan, City and State of New York, and authorized
under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. After appointment, any successor
Warrant Agent shall be vested with all the authority, powers, rights,
immunities, duties, and obligations of its predecessor Warrant Agent with like
effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the
predecessor Warrant Agent shall execute and deliver, at the expense of the
Company, an instrument transferring to such successor Warrant Agent all the
authority, powers, and rights of such predecessor Warrant Agent hereunder; and
upon request of any successor Warrant Agent the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such
authority, powers, rights, immunities, duties, and obligations.

8.2.2. Notice of Successor Warrant Agent. In the event a successor
Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the transfer agent for the Common Stock not later
than the effective date of any such appointment.

8.2.3. Merger or Consolidation of Warrant Agent. Any corporation into
which the Warrant Agent may be merged or with which it may be consolidated or
any corporation resulting from any merger or consolidation to which the Warrant
Agent shall be a party shall be the successor Warrant Agent under this
Agreement without any further act.

8.2.4. Records. The Warrant Agent shall, upon request by the Company,
deliver to the Company a copy of the transfer records relating to the Warrants
subject to the payment of any amounts required to be paid pursuant to Section
8.3.1.

8.3. Fees and Expenses of Warrant Agent.

8.3.1. Remuneration. The Company agrees to pay the Warrant Agent the
aggregate sum of $500 per month for (i) its services as Warrant Agent hereunder
and (ii) its services as transfer agent to the Company, and to reimburse the
Warrant Agent, upon demand and presentation of appropriate vouchers or
receipts, for the reasonable costs incurred by the Warrant Agent in

<PAGE> 9

connection with its services as Warrant Agent hereunder.

8.3.2. Further Assurances. The Company and the Warrant Agent agree to
perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and
assurances as may reasonably be required by the Warrant Agent or the Company
for the carrying out or performing of the provisions of this Agreement.

8.4. Liability of Warrant Agent.

8.4.1. Reliance on Company Statement. Whenever in the performance of its
duties under this Warrant Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company
prior to taking or suffering any action hereunder, such fact or matter (unless
other evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a statement signed by the
Chairman or President of the Company and delivered to the Warrant Agent. The
Warrant Agent may rely upon such statement for any action taken or suffered in
good faith by it pursuant to the provisions of this Agreement.

8.4.2. Indemnity. The Warrant Agent shall be liable hereunder only for
its own negligence or willful misconduct or any actions taken in bad faith.
The Company agrees to indemnify the Warrant Agent and save it harmless against
any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the execution of
this Agreement except as a result of the Warrant Agent's negligence, willful
misconduct, or bad faith.

8.4.3. Exclusions. The Warrant Agent shall have no responsibility with
respect to the validity or execution of any Warrant (except its
countersignature thereof; nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any
Warrant; nor shall it be responsible to make any adjustments required under the
provisions of Section 4. hereof or responsible for the manner, method, or
amount of any such adjustment or the ascertaining of the existence of facts
that would require any such adjustment; nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or
reservation of any shares of Common Stock to be issued pursuant to this
Agreement or any Warrant or as to whether any shares of Common Stock will when
issued be valid and fully paid and nonassessable.

8.5. Acceptance of Agency. The Warrant Agent hereby accepts the agency
established by this Agreement and agrees to perform the same upon the terms and
conditions herein set forth and among other things, shall account promptly to
the Company with respect to Warrants exercised and concurrently account for,
and pay to the Company, all moneys received by the Warrant Agent for the
purchase of shares of the Company's Common Stock through the exercise of
Warrants.

8.6. Right to Consult Counsel. The Warrant Agent may at any time consult
with legal counsel of its selection satisfactory to it (who may be legal
counsel for the Company), and the

<PAGE> 10

Warrant Agent shall incur no liability or responsibility to the Company or to
any registered holder for any action taken, suffered or omitted by it in good
faith in accordance with the opinion or advice of such counsel.

9. Miscellaneous Provisions.

9.1. Successors. All the covenants and provisions of this Agreement by
or for the benefit of the Company or the Warrant Agent shall bind and inure to
the benefit of their respective successors and assigns.

9.2. Notices. Any notice, statement or demand authorized by this Warrant
Agreement to be given or made by the Warrant Agent or by the holder of any
Warrant to or on the Company shall be sufficiently given or made if sent by
certified mail, or private courier service, postage prepaid, addressed to the
address as set forth above (until another address is filed in writing by the
Company with the Warrant Agent). Any notice, statement or demand authorized by
this Agreement to be given or made by the holder of any Warrant or by the
Company to or on the Warrant Agent shall be sufficiently given or made if sent
by certified mail or private courier service, postage prepaid, addressed to
the address as set forth above (until another address is filed in writing by
the Warrant Agent with the Company).

9.3. Applicable Law. The validity, interpretation, and performance of
this Agreement and of the Warrants shall be governed in all respects by the
laws of the State of New York.

9.4. Persons Having Rights under this Agreement. Nothing in this
Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any
person or corporation other than the parties hereto and the registered holders
of the Warrants and, for the purposes of Sections 6 hereof, Barron. Barron
shall be deemed to be a third party beneficiary of this Agreement with respect
to Sections 6.1 hereof. All covenants, conditions, stipulations, promises, and
agreements contained in this Warrant Agreement shall be for the sole and
exclusive benefit of the parties hereto (and Barron to the extent set forth
above) and their successors and assigns and of the registered holders of the
Warrants.

9.5. Examination of the Warrant Agreement. A copy of this Agreement
shall be available at all reasonable times at the offices of the Warrant Agent
in the Borough of Manhattan, City and State of New York, for inspection by the
registered holder of any Warrant. The Warrant Agent may require any such
holder to submit his or her Warrant for inspection by it.

9.6. Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

9.7. Effect of Headings. The Section headings herein are for convenience
only and are not part of this Warrant Agreement and shall not affect the
interpretation thereof.

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto
<PAGE> 11

under their respective corporate seals as of the day and year first above
written.

GENERAL CREDIT CORPORATION

By:
--------------------------------
Authorized Representative

AMERICAN STOCK TRANSFER &
TRUST COMPANY

By:
--------------------------------
Authorized Representative

<PAGE> 12

EXHIBIT A

[FORM OF FACE OF WARRANT CERTIFICATE]

No. W______ ______Warrants
Cusip No. 369451 11 7

VOID AFTER _______, 1999

REDEEMABLE COMMON STOCK PURCHASE WARRANT CERTIFICATE TO
PURCHASE COMMON STOCK OF

GENERAL CREDIT CORPORATION

This Warrant Certificate certifies that ___________________________________
_____ or registered assigns thereof, is the registered holder of Warrants
(the "Warrants") to purchase shares of common stock, $.001 par value per share
(the "Shares") of General Credit Corporation, a New York corporation
(the"Company"). Each Warrant evidenced hereby entities the holder to purchase
from the Company on or before 4:00 p.m., Eastern Time, on _____________, 1999
(the "Expiration Date") one fully paid and nonassesable Share at the
initial exercise price, subject to adjustment in certain events (the "Exercise
Price"), of $3.00 per share upon surrender of this Warrant Certificate and
payment of the Exercise Price at the office or agency of the Warrant Agent in
New York, New York, but only subject to the conditions set forth herein and in
the Warrant Agreement, dates as of the Effective Date (the "Warrant Agreement")
between the Company and American Stock Transfer & Trust Company, as Warrant
Agent (the"Warrant Agent"). All capitalized terms used but not defined herein
have the meanings set forth in the Warrant Agreement. Payment of the Exercise
Price may be made in cash or by certified or official bank check payable to the
order of the Company. Reference is hereby made to the further provisions of
this Warrant Certificate, including, without limitation, those set forth on the
reverse hereof, and such further provisions are incorporated herein by
reference and will for all purposes have the same effect as though fully set
forth herein. This Warrant Certificate shall not be valid unless countersigned
by the Warrant Agent. This Warrant Certificate is negotiable. The Warrants may
be redeemed as provided in the Warrant Agreement.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed under its corporate seal.

GENERAL CREDIT CORPORATION

Dated: By:
---------------------------- ---------------------------------

By:
---------------------------------
[seal]
<PAGE> 13

Countersigned:

AMERICAN STOCK TRANSFER &
TRUST COMPANY, as Warrant Agent

By __________________________________:_
Authorized Officer

[FORM OF REVERSE OF REDEEMABLE COMMON STOCK PURCHASE
WARRANTS]

ELECTION TO PURCHASE

(To Be Executed Upon Exercise of the Warrant)
<PAGE> 14

The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase_______ Shares and herewith
tenders in payment for such Shares cash or a certified or official bank check
payable to the order of the Company in the amount of ____________ all in
accordance with the terms hereof. The undersigned requests that a certificate
for such Shares be registered in the name of__________________________________
whose address is________________________________________and that______________
such certificate be delivered to_____________________________whose address is
____________________________. If said number of Shares is less than all the
Shares purchasable hereunder, the undersigned requests that a new Warrant
Certificate representing Warrants to purchase the remaining balance of the
Shares be registered in the name of _________ whose address is __________and
that such certificate be delivered to ___________ whose address is ___________.

The undersigned represents that the exercise of the within Warrant was
solicited by a member of the National Association of Securities Dealers, Inc.
If not solicited by an NASD member, please write "unsolicited" in the space
below. Unless otherwise indicated by listing the name of an NASD member firm,
it will be assumed that the exercise was "unsolicited".

- -------------------------------------------------------------------------------

Dated: X
-------------------------- -------------------------------------
Signature

X
--------------------------------------
Signature

--------------------------------------

--------------------------------------
Address

--------------------------------------
Taxpayer Identification Number(s)

--------------------------------------
Signature(s) Guaranteed

ASSIGNMENT

To Be Executed by the Registered Holder
If Such Holder desires to transfer the Warrant Certificate

FOR VALUE RECEIVED, ____________hereby sells, assigns and transfers unto

<PAGE> 15
---------------------------------------

---------------------------------------

---------------------------------------
[please print or type name and address]

---------------------------------------
[please insert social security or other identifying number]

(all)_____________________ of the Warrants evidenced by this Warrant
Certificate, together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint_________________________________
Attorney, to transfer this Warrant Certificate on the books of the Company,
with full power of substitution.

Dated: X
------------------- ------------------------------------------

X
------------------------------------------

Signature(s) Guaranteed

X
------------------------------------------

<PAGE> 1

EXHIBIT 5.1

BERMAN WOLFE & RENNERT, P.A.
Attorneys and Counselors
35th Floor, International Place
100 Southeast Second Street
Miami, Florida 33131-2130

Phone (305) 577-4177
FAX (305) 373-6036

September 25, 1996

General Credit Corporation
211 East 70th Street
New York, New York, 10021

Re: GENERAL CREDIT CORPORATION
SEC FILE NO. 333-9831
Gentlemen:

We have acted as counsel to General Credit Corporation, a New York
corporation (the "Company"), in connection with the proposed issuance and sale
of the following securities registered on a Form SB-2 Registration Statement,
SEC File No. 333-09831 (as amended, the "Registration Statement"), filed with
the U.S. Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"):

1. 2,200,000 shares of Common Stock, par value $.001 per share ("Common
Stock");

2. 2,200,000 Redeemable Common Stock Purchase Warrants (the "Warrants");

3. 2,220,000 shares of Common Stock to be issued upon exercise of the
Warrants;

4. 330,000 shares of Common Stock, to be issued upon exercise of the
Underwriter's over-allotment option (as Underwriter is hereinafter
defined);

5. 330,000 Warrants, to be issued upon exercise of the Underwriter's
over-allotment option;

6. 330,000 shares of Common Stock, to be issued upon exercise of the
Warrants issuable upon exercise of the Underwriter's over-allotment
option;

<PAGE> 2

7. 220,000 Common Stock Underwriter Warrants ("CSWs"), to be issued and
sold to Barron Chase Securities, Inc. (the "Underwriter"), each CSW
entitling the holder thereof to purchase one share of Common Stock;

8. 220,000 shares of Common Stock underlying the CSWs to be issued upon
the exercise of the CSWs;

9. 220,000 Warrant Underwriter Warrants ("WSWs")to be issued and sold to
the Underwriter, each WSW entitling the holder thereof to purchase
one Warrant;

10. 220,000 Warrants to be issued upon the exercise of the WSWs; and

11. 220,000 shares of Common Stock underlying the WSWs to be issued upon
exercise of the WSWs;

In rendering the opinion expressed herein, we have examined the
following documents and instruments:

1. The Registration Statement, the exhibits filed in connection
therewith, and the form of Prospectus contained therein;

2. The Company's Certificate of Incorporation, as amended, as certified
by the Secretary of State of the State of New York;

3. The Company's Amended and Restated By Laws; and

4. The resolutions adopted by the Board of Directors of the Company
dated as of July 31, 1996 authorizing the issuance and sale of the
Company's securities pursuant to the terms contained in the
Registration Statement.
<PAGE> 3
In addition, we have obtained from public officials and from officers of
the Company certificates, agreements and assurances and have examined originals
or copies, identified to our satisfaction, of such other certificates,
agreements and other assurances, as we considered necessary for the purposes of
rendering the opinion hereinafter expressed.

We have also consulted with officers and directors of the Company and have
obtained such representations with respect to the matters of fact as we have
deemed necessary or advisable for purposes of rendering the opinion hereinafter
expressed. We have not independently verified the factual statements made to
us in connection therewith, nor the veracity of such representations.

With respect to matters regarding New York law, this opinion is given in
reliance upon the opinion of Robert P. Gaudiosi, Esq.

Based on the foregoing, it is our opinion that:

After the Commission has declared the Registration Statement to be
effective (such Registration Statement as is finally declared effective and the
form of Prospectus contained therein being hereinafter referred to as the
"Registration Statement" and the "Prospectus," respectively) and when the
applicable provisions of the "Blue Sky" or other state securities laws shall
have been complied with, the Company's securities covered by the Registration
Statement, upon receipt of payment therefor and issuance in accordance with the
terms as set forth in the Registration Statement, will constitute legally
issued securities of the Company, fully paid and nonassessable.

We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference of this law firm in the Prospectus
under the heading "LEGAL MATTERS." In giving this consent, we do not hereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission promulgated
thereunder.

Respectfully submitted,

/s/ Berman Wolfe & Rennert, P.A.

<PAGE> 1
EXHIBIT 10.4

AGREEMENT OF LEASE, made as of this 31st day of January 1996, between BENJAMIN
P. FELDMAN AS RECEIVER FOR 491-499 SEVENTH AVENUE, having an address in care of
S.L. Green Properties, Inc. at 70 West 36th Street, New York, New York 10018
party of the first part, hereinafter referred to as OWNER, and G.S. CAPITAL
CORP., party of the second part; hereinafter referred to as TENANT, WITNESSETH,
Owner hereby leases to Tenant and Tenant hereby hires from Owner SUITE 704
North in the building known as 499 SEVENTH AVENUE in the Borough of Manhattan,
City of New York, for the term of five (5) years (or until such term shall
sooner cease and expire as hereinafter provided) to commence on the 1st day of
February nineteen hundred and ninety-six, and to end on the 31st day of January
two thousand and one both dates inclusive, at an annual rental rate of SEE
ARTICLE 50 which Tenant agrees to pay in lawful money of the United States
which shall be legal tender in payment of all debts and dues, public and
private, at the time of payment, in equal monthly installments in advance on
the first day of each month during said term, at the office of Owner or such
other place as Owner may designate, without any set off or deduction
whatsoever, except that Tenant shall pay the first monthly
installment(s) on the execution hereof (unless this lease be a renewal).

In the event that, at the commencement of the term of this lease, or
thereafter, Tenant shall be in default in the payment of rent to Owner pursuant
to the terms of another lease with Owner or with Owner's predecessor in
interest, Owner may at Owner's option and without notice to Tenant add the
amount of such arrears to any monthly installment of rent payable hereunder and
the same shall be payable to Owner as additional rent.

The parties hereto, for themselves, their heirs, distributees, executors,
administrators, legal representatives, successors and assigns, hereby covenant
as follows:

OCCUPANCY: 1. Tenant shall pay the rent as above and as
hereinafter provided.

USE: 2. Tenant shall use and occupy demised premises for
general and executive offices for financial factor, provided
such use is in accordance with the Certificate of Occupancy
for the building, if any, and for no other purpose.

ALTERATIONS: 3. Tenant shall make no changes in or to the demised
premises of any nature without Owner's prior written
consent. Subject to the prior written consent of Owner,
and to the provisions of this article, Tenant at Tenant's expense, may make
alterations, installations, additions or improvements which are non-structural
and which do not affect utility services or plumbing and electrical lines, in
or to the interior of the demised premises using contractors or mechanics first
approved by Owner. Tenant shall, at its expense, before making any
alterations, additions, installations or improvements obtain all permits,
approval and certificates required by any governmental or quasi-governmental
bodies and (upon completion) certificates of final approval thereof and shall
deliver promptly any duplicates of all such permits, approvals and certificates
to Owner. Tenant agrees to carry and will cause Tenant's contractors and
sub-contractors to carry such workman's compensation, general liability,
personal and property damage insurance as Owner may require. If any mechanic's
lien is filed against the demised premises, or the building of which the same
forms a part, for work claimed to have been done for, or materials furnished
to, Tenant, whether or not done pursuant to this article, the same shall be
discharged by Tenant within thirty days thereafter, at Tenant's expense, by
filing the bond required by law or otherwise. All fixtures and all paneling,
partitions, railings and like installations, installed in the premises at any
time, either by Tenant or by Owner on Tenant's behalf, shall, upon
installation, become the property of Owner and shall remain upon and be
surrendered with the demised premises unless Owner, by notice to Tenant no
later than twenty days prior to the date fixed as the termination of this lease,
elects to relinquish Owner's right thereto and to have them removed by Tenant,
in which event the same shall be removed from the demised premises by Tenant
prior to the expiration of the lease, at Tenant's expense. Nothing in this
Article shall be construed to give Owner title to or to prevent Tenant's
removal of trade fixtures, moveable office furniture and equipment, but upon
removal of any such from the premises or upon removal of other installations as
may be required by Owner, Tenant shall immediately and at its expense, repair
and restore the premises to the condition existing prior to installation and
repair, any damage to the demised premises or the building due to such removal.
All property permitted or required to be removed, by Tenant at the end of the
term remaining in the premises after Tenant's removal shall be deemed
abandoned and may, at the election of Owner, either be retained as Owner's
property or removed from the premises by Owner, at Tenant's expense.

REPAIRS: 4. Owner shall maintain and repair the exterior of and the
public portions of the building. Tenant shall, throughout
the term of this lease, take good care of the demised premises including the
bathrooms and lavatory facilities (if the demised premises encompass the entire
floor of the building) and the windows and window frames and, the fixtures and
appurtenances therein and at Tenant's sole cost and expense promptly make all
repairs thereto and to the building, whether structural or non-structural in
nature, caused by or resulting from the carelessness, omission, neglect or
improper conduct of Tenant, Tenant's servants, employees, invitees, or
licensees, and whether or not arising from such Tenant conduct or omission, when
required by other provisions of this lease, including Article 6. Tenant shall
also repair all damage to the building and the demised premises caused by the
moving of Tenant's fixtures, furniture or equipment. All the aforesaid repairs
shall be of quality or class equal to the original work or construction. If
Tenant fails, after ten days notice, to proceed with due diligence to make
repairs required to be made by Tenant, the same may be made by the Owner at
the expense of Tenant, and the expenses thereof incurred by Owner shall be
collectible, as additional rent, after rendition of a bill or statement
therefor. If the demised premises be or become infested with vermin, Tenant
shall, at its expense, cause the same to be exterminated. Tenant shall give
Owner prompt notice of any defective condition in any plumbing, heating system
or electrical lines located in the demised premises and following such notice,
Owner shall remedy the condition with due diligence, but at the expense of
Tenant. If repairs are necessitated by damage or injury attributable to
Tenant, Tenant's servants, agents, employees, invitees or licensees as
aforesaid. Except specifically provided in Article 9 or elsewhere in this
lease, there shall be no allowance to the Tenant for a diminution of rental
value and no liability on the part of Owner by reason or inconvenience,
annoyance or injury to business arising from Owner, Tenant or others making or
failing to make any repairs, alterations, additions, or improvements in or to
any portion of the building or the demised premises or in and to the fixture
appurtenances or equipment thereof. The provisions of this Article 4 with
respect to the making of repairs shall not apply in the case of fire or other
casualty with regard to which Article 9 hereof shall apply.

WINDOW CLEANING: 5. Tenant will not clean nor require, permit, suffer or
allow any window in the demised premises to be cleaned
from the outside in violation of Section 202 of the New
York State Labor Law or any other applicable law or the Rules of the Board of
Standards and Appeals, or of any other Borough or body having or asserting
jurisdiction.

REQUIREMENTS 6. Prior to the commencement of the lease term Tenant
OF LAW, is then in possession, and at all times thereafter Tenant
FIRE INSURANCE, shall, at Tenant's sole cost and expense, promptly comply
FLOOR LANDS: with all present and future laws, orders, regulation of
all state, federal, municipal and local governments,
departments, commissions and boards and any direction of any public officer
pursuant to law, and all orders, rules and regulations of the New York Board
of Fire Underwriters, or the Insurance Services Police, or any similar body
which shall impose any violation, order or directed upon Owner or Tenant with
respect to the demised premises, whether or not arising out of Tenant's use or
manner of use thereof, or, with respect to the building. If arising out of
Tenant's use or manner of use of the demised premises or the building
(including the use permitted under the lease):

<PAGE> 2
Except as provided in Article 3 hereof, nothing herein shall require Tenant to
make structural repairs or alterations unless Tenant has, by its manner of use
of the demised premises or method of operation therein, violated any such laws,
ordinances, orders, rules, regulations or requirements with respect therein.
Tenant shall not do or permit any act or thing to be done in or to the demised
premises which is contrary to law, or which will invalidate or be in conflict
with public liability, fire or other policies of insurance at any time carried
by or for the benefit of Owner. Tenant shall not keep anything in the demised
premises except as now or hereafter permitted by the Fire Department, Board of
Fire Underwriters, Fire Insurance Rating Organization and other authority
having jurisdiction, and then only in such manner and such quantity so as not
to increase the rate for fire insurance applicable in the building nor use the
premises in a manner which will increase the insurance rate for the building
or any property located therein over that in effect prior to the commencement
of Tenant's occupancy. If by reason of failure to comply with the foregoing
the fire insurance rate shall, at the beginning of this lease or at any time
thereafter, be higher than it otherwise would be, then Tenant shall reimburse
Owner, as additional rent thereunder, for that portion of all fire insurance
premiums thereafter paid by Owner which shall have been charged because of such
failure by Tenant. In any action or proceeding wherein Owner and Tenant are
parties, a schedule or "make-up" or role for the building or demised premises
issued by a body making fire insurance rates applicable in said premises shall
be conclusive evidence of the facts therein stated and of the several items
and charges in the fire insurance rates then applicable to said premises.
Tenant shall not place a load upon any floor of the demised premises exceeding
the floor load per square foot area which it was designed to carry and which
is allowed by law. Owner reserves the right to prescribe the weight and
position of all safes, business machines and mechanical equipment. Such
installations shall be placed and maintained by Tenant, at Tenant's expense,
in settings sufficient, in Owner's judgement, to absorb and prevent violation,
noise and annoyance.

SUBORDINATION:
7. This lease is subject and subordinate to all ground or underlying leases
and to all mortgages which may now or hereafter affect such leases or the real
property or which demised premises are a part and to all renewals,
modifications, consolidations, replacements and extensions of any ground or
underlying leases and mortgages. This clause shall be self-operative and no
further instrument or subordination shall be required by any ground or
underlying lessor or by any mortgagee, affecting any lease or the real property
of which the demised premises are a part. In confirmation of such
subordination, Tenant shall execute promptly any certificate that Owner may
request.

PROPERTY--LOSS, DAMAGE, REIMBURSEMENT, INDEMNITY:
8. Owner or its agents shall not be liable for any damage to property of
Tenant or of others entrusted to employees of the building, nor for loss or
damage to any property of Tenant by theft or otherwise, nor for any injury or
damage to persons or property resulting from any cause of whatsoever nature,
unless caused by or due to the negligence of Owner, its agents, servants or
employees; Owner or its agents shall not be liable for any damage caused by
other tenants or persons in, upon or about said building or caused by
operations in connection of any private, public or quasi public work. If at any
time any windows of the demised premises are temporarily closed, darkened or
bricked up (or permanently closed, darkened or bricked up, if required by law)
for any reason whatsoever including, but not limited to Owner's own acts, Owner
shall not be liable for any damage Tenant may sustain thereby and Tenant shall
not be entitled to any compensation therefor nor abatement or diminution of
rent nor shall the same release Tenant from its obligations hereunder nor
constitute an eviction, Tenant shall indemnify and save harmless Owner against
and from all liabilities, obligations, damages, penalties, claims, costs and
expenses for which Owner shall not be reimbursed by insurance, including
reasonable attorney's fees, paid, suffered or incurred as a result of any
breach by Tenant, Tenant's agents, contractors, employees, invitees, or
licensees, of any covenant or condition of this lease, or the careless ness,
negligence or improper conduct of the Tenant, Tenant's agents, contractors,
employees, invitees or licensees. Tenant's liability under this lease extends
to the acts and omissions of any sub-tenant. In case any action or proceeding
is brought against Owner by reason of any such claim, Tenant, upon written
notice from Owner, will, at Tenant's expense, resist or defend such action or
proceeding by counsel approved by Owner in writing, such approval not to be
unreasonably withheld.

DESTRUCTION, FIRE AND OTHER CASUALTY:
9. (a) If the demised premises or any part thereof shall be damaged by fire
or other casualty, Tenant shall give immediate notice thereof to Owner and this
lease shall continue in full force and effect except as hereinafter set forth.
b) If the demised premises are partially damaged or rendered partially
unusable by fire or other casualty the damages thereto shall be repaired by and
at the expense of Owner and the rent, until such repair shall be substantially
completed, shall be apportioned from the day following the casualty according
to the part of the premises which is usable. (c) If the demised premises are
totally damaged or rendered wholly unusable by fire or other casualty, the
damages thereto shall be repaired by and at the expense of Owner and the rent,
until such repair shall be substantially completed, shall be proportionately
paid up to the time of the casualty and thenceforth shall cease until the date
when the premises shall have been repaired and restored by Owner, subject to
Owner's right to elect not to restore the same as hereinafter provided. (d)
If the demised premises are rendered wholly unusable or (whether or not the
demised premises are damaged in whole or in part) if the building shall be so
damaged that Owner shall decided to demolish it or to rebuild it, then, in any
of such events, Owner may elect to terminate this lease by written notice to
Tenant, given with 90 days after such fire or casualty, specifying a date for
the explanation of the lease, which date shall not be more than 60 days after
the giving of such notice, and upon the date specified in such notice the term
of this lease shall expire as fully and completely as if such date were the
date set forth above for the termination of this lease and Tenant shall
forthwith quit, surrender and vacate the premises without prejudice however, to
Owner's rights and remedies against Tenant under the lease provisions in effect
prior to such termination, and any rent owing shall be paid up to such
date and any payments of rent made by Tenant which were on account of any
period subsequent to such date shall be returned to Tenant. Unless Owner shall
<PAGE> 3
serve a termination notice as provided herein, Owner shall make the repairs and
restorations under the conditions of (b) and (c) hereof, with all reasonable
expedition, subject to delays due to adjustment of insurance claims, labor
troubles and causes beyond Owner's control. After any such casualty, Tenant
shall cooperate with Owner's restoration by removing from the premises as
promptly as reasonably possible, all of Tenant's salvageable inventory and
movable equipment, furniture, and other property. Tenant's liability for rent
shall resume five (5) days after written notice from Owner that the premises are
substantially ready for Tenant's occupancy. (e) Nothing contained hereinabove
shall relieve Tenant from liability that may exist as a result of damage from
fire or other casualty. Notwithstanding the foregoing, each party shall look
first in any insurance in his favor before making any claim against the other
party for recovery for loss or damage resulting from fire or other casualty,
and to the extent that such insurance is in force and collectible and to the
extent permitted by law, Owner and Tenant each hereby releases and waives all
right of recovery against the other or any one claiming through or under each
of them by way of subrogation or otherwise. The foregoing release and waiver
shall be in force only if both releasors' insurance policies contain a clause
providing that such a release or waiver shall not invalidate the insurance.
If, and to the extent, that such waiver can be obtained only by the payment of
additional premiums, then the party benefiting from the waiver shall pay such
premium within ten days after written demand or shall be deemed to have agreed
that the party obtaining insurance coverage shall be free of any further
obligation under the provisions hereof with respect to waiver of subrogation.
Tenant acknowledges that Owner will not be obligated to repair any damages of
Section 227 of the Real Property Law and agrees that the provisions of this
article shall govern and control in lieu thereof.

EMINENT DOMAIN:

10. If the whole or any part of the demised premises shall be acquired or
condemned by Eminent Domain for any public or quasi public use or purpose, then
and in that event, the term of this lease shall cease and terminate from the
date of title vesting in such proceedings and Tenant shall have no claim for
the value of any unexpired term of said lease.

ASSIGNMENT, MORTGAGE, ETC.:

11. Tenant, for itself, its heirs, distributees, executors, administrators,
legal representatives, successors and assigns, expressly covenants that it
shall not assign, mortgage or encumber this agreement, nor underlet, or suffer
or permit the demised premises or any part thereof to be used by others,
without the prior written consent of Owner in each instance. Transfer of the
majority of the stock of a corporate Tenant or the majority partnership
interest of a partnership Tenant shall be deemed an assignment. If this lease
be assigned, or if the demised premises or any part thereof be underlet or
occupied by anybody other than Tenant, Owner may, after default by Tenant,
collect rent from the assignee, under-tenant or occupant, and apply the
net amount collected to the rent herein reserved, but no such assignment,
underletting, occupancy or collection shall be deemed a waiver of this
covenant, or the acceptance of the assignee, under-tenant or occupant as
tenant, or a release of Tenant from the further performance by Tenant of
covenants on the part of Tenant herein contained. The consent by Owner to an
assignment or underletting shall not in any wise be construed to relieve Tenant
from obtaining the express consent in writing of Owner to any further
assignment or underletting.

ELECTRIC CURRENT:

12. Rates and conditions in respect to submetering or rent inclusion, as the
case may be, to be added in RIDER attached hereto. Tenant covenants and agrees
that at all times its use of electric current shall not exceed the capacity of
existing feeders to the building or the risers or wiring installation and
Tenant may not use any electrical equipment which, in Owner's opinion,
reasonably exercised, will overload such installations or interfere with the
use thereof by other tenants of the building. The change at any time of the
character of electric service shall in no wise make Owner liable or
responsible to Tenant, for any loss, damages or expenses which Tenant may
sustain.

ACCESS TO PREMISES:

13. Owner or Owner's agents shall have the right (but shall not be
obligated) to enter the demised premises in any emergency at any time, and, at
other reasonable times, to examine the same and to make such repairs,
replacements and improvements as Owner may deem necessary and reasonably
desirable to any portion of the building or which Owner may elect to perform in
the premises after Tenant's failure to make repairs or perform any work which
Tenant is obligated to perform under this lease, or for the purpose of
complying with laws, regulations and other directions of governmental
authorities. Tenant shall permit Owner to use and maintain and replace pipes
and conduits in and through the demised premises and to erect new pipes and
conduits therein provided, wherever possible, they are within walls or
otherwise concealed. Owner may, during the progress of any work in the demised
premises, take all necessary materials and equipment into said premises without
the same constituting an eviction nor shall the Tenant be entitled to any
abatement of rent while such work is in progress nor to any damages by reason
of loss or interruption of business or otherwise. Throughout the term hereof
Owner shall have the right to enter the demised premises at reasonable hours
for the purpose of showing the same to prospective purchasers or mortgagees of
the building, and during the last six months of the term for the purpose of
showing the same to prospective tenants and may, during said six months period,
place upon the premises the usual notices "To Let" and "For Sale" which notices
Tenant shall permit to remain thereon without molestation. If Tenant is not
present to open and permit an entry into the premises, Owner or Owner's agents
may enter the same whenever such entry may be necessary or permissible by
master key or forcibly and provided reasonable care is exercised to safeguard
Tenant's property, such entry shall not render Owner or its agents liable
therefor, nor in any event shall the obligations of Tenant hereunder be
affected. If during the last month of the term Tenant shall have removed all or
substantially all of Tenant's property therefrom, Owner may immediately enter,
alter, renovate or redecorate the demised premises without limitation or
abatement of rent, or incurring liability to Tenant for any compensation and
such act shall have no effect on this lease or Tenant's obligations hereunder.

<PAGE> 4
VAULT; VAULT SPACE, AREA:
14. No vaults, vault space or area, whether or not enclosed or covered, not
within the property line of the building is leased hereunder, anything
contained in or indicated on any sketch, blue print or plan, or anything
contained elsewhere in this lease to the contrary notwithstanding. Owner makes
no representation as to the location of the property line of the building. All
vaults and vault space and all such areas not within the property line of the
building, which Tenant may be permitted to use and/or occupy, is to be used
and/or occupied under a revocable license, and if any such license be revoked,
or if the amount of such space or area be diminished or required by any
federal, state or municipal authority or public utility. Owner shall not be
subject to any liability nor shall Tenant be entitled to any compensation or
diminution or abatement of rent, nor shall such revocation, diminution or
requisition be deemed constructive or actual eviction. Any tax, fee or charge
of municipal authorities for such vault or area shall be paid by Tenant, if used
by Tenant, whether or not specifically leased hereunder.

OCCUPANCY:
15. Tenant will not at any time use or occupy the demised premises in
violation of the certificate of occupancy issued for the building of which the
demised premises are a part. Tenant has inspected the premises and accepts
them as is, subject to the riders annexed hereto with respect to the Owner's
work, if any, in any event, Owner makes no representation as to the condition
of the premises and Tenant agrees to accept the same subject to violations,
whether or not of record. If any governmental license or permit shall be
required for the proper and lawful conduct of Tenant's business, Tenant shall
be responsible for and shall procure and maintain such license or permit.

BANKRUPTCY:
16. (a) Anything elsewhere in this lease to the contrary notwithstanding, this
lease may be cancelled by Owner by sending of a written notice to Tenant within
a reasonable time after the happening of any one or more of the following
events: (1) the commencement of a case in bankruptcy or under the laws of any
state naming Tenant as the debtor; or (2) the making by Tenant of an assignment
or any other arrangement for the benefit of creditors under any state statute.
Neither Tenant nor any person claiming through or under Tenant, or by reason of
any statute or order of court, shall thereafter be entitled to possession of the
premises demised but shall forthwith quit and surrender the premises. If this
lease shall be assigned in accordance with its terms, the provisions of this
Article 16 shall be applicable only to the party then owning Tenant's interest
in this lease.

(b) It is stipulated and agreed that in the event of the termination of
this lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any
other provisions of this lease to the contrary, be entitled to recover from
Tenant as and for liquidated damages an amount equal to the difference between
the rental reserved hereunder for the unexpired portion of the term demised and
the fair and reasonable rental value of the demised premises for the same
period. In the computation of such damages the difference between any
installment of rent becoming due hereunder after the date of termination and
the fair and reasonable rental value of the demised premises for the period for
which such installment was payable shall be discounted to the date of
termination at the rate of four percent (4%) per annum. If such premises or
any part thereof be re-let by the Owner for the unexpired term of said lease,
or any part thereof, before presentation of proof of such liquidated damages to
any court, commission or tribunal, the amount of rent reserved upon such
reletting shall be deemed to be the fair and reasonable rental value for the
part or the whole of the premises so re-let during the term of the re-letting.
Nothing herein contained shall limit or prejudice the right of the Owner to
prove for and obtain as liquidated damages by reason of such termination, an
amount equal to the maximum allowed by any statute or rule of law in effect at
the time when, and governing the proceedings in which such damages are to be
proved, whether or not such amount be greater, equal to, or less than the
amount of the difference referred to above.

DEFAULT:
17. (1) If Tenant defaults in fulfilling any of the covenants of this
lease other than the covenants for the payment of rent or additional rent;
or if the demised premises becomes vacant or deserted "or if this lease be
rejected under Section 235 of Title ll of the U.S. Code (bankruptcy code):" or
if any execution or attachment shall be issued against Tenant or any Tenant's
property whereupon the demised premises shall be taken or occupied by someone
other than Tenant; or if Tenant shall make default with respect to any other
lease between Owner and Tenant; or if Tenant shall have failed, after five (5)
days written notice, to redeposit with Owner any portion of the security
deposit hereunder which Owner has applied to the payment of any rent and
additional rent due and payable hereunder or failed to move into or take
possession of the premises within fifteen (15) days after the commencement of
the term of this lease, of which fact Owner shall be the sole judge; then in
any one or more of such events, upon Owner serving a written five (5) days
notice upon Tenant specifying the nature of said default and upon the
expiration of said five (5) days, if Tenant shall have failed to comply with or
remedy such default, or if the said default or omission complained of shall be
of a nature that the same cannot be completely cured or remedied within said
five (5) day period, and if Tenant shall not have diligently commenced during
such default within such five (5) day period, and shall not thereafter with
reasonable diligence and in good faith, proceed to remedy or cure such default,
then Owner may serve a written three (3) days' notice of cancellation of this
lease upon Tenant; and upon the expiration of said three (3) days this lease
and the term thereunder shall end and expire as fully and completely as if the
expiration of such three (3) day period were the day herein definitely fixed
for the end and expiration of this lease and the term thereof and Tenant shall
then quit and surrender the demised premises to Owner but Tenant shall remain
liable as hereinafter provided.

(2) If the notice provided for in (1) hereof shall have been given, and
the term shall expire as aforesaid; or if Tenant shall make default in the
payment of the rent reserved herein or any item of additional rent herein
mentioned or any part of either or in making any other payment herein
required; then and in any of such events Owner may without notice, re-enter
the demised premises either by force or otherwise, and dispossess Tenant by
summary proceedings or otherwise, and the legal representative of Tenant or
other occupant of demised premises

<PAGE> 5

and remove their effects and hold the premises as if this lease had not been
made, and Tenant hereby waives the service of notice of intention to re-enter or
to institute legal proceedings to that end. If Tenant shall make default
hereunder prior to the date fixed as the commencement of any renewal or
extension of this lease, Owner may cancel and terminate such renewal or
extension agreement by written notice.

REMEDIES OF OWNER AND WAIVER OF REDEMPTION:
18. In case of any such default, re-entry, expiration and/or dispossess
by summary proceedings or otherwise, (a) the rent, and additional rent, shall
become due thereupon and be paid up to the time of such re-entry, dispossess
and/or expiration, (b) Owner may re-let the premises or any part or parts
thereof, either in the name of the Owner or otherwise, for a term or terms,
which may at Owner's option be less than or exceed the period which would
otherwise have constituted the balance of the term of this lease and may grant
concessions or free rent or charge a higher rental than that in this lease, (c)
Tenant or the legal representatives of Tenant shall also pay Owner as
liquidated damages for the failure of Tenant to observe and perform said
Tenant's convenants herein contained, any deficiency between the rent hereby
reserved and or covenanted to be paid and the net amount, if any, of the rents
collected on account of the subsequent lease or leases of the demised premises
for each month of the period which would otherwise have constituted the balance
of the term of this lease. The failure of Owner to re-let the premises or any
part or parts thereof shall not release or affect Tenant's liability for
damages. In computing such liquidated damages there shall be added to
the said deficiency such expenses as Owner may incur in connection with
re-letting, such as legal expenses, attorney's fees, brokerage, advertising
and for keeping the demised premises in good order or for preparing the same
for re-letting. Any such liquidated damages shall be paid in monthly
installments by Tenant on the rent day specified in this lease and any suit
brought to collect the amount of the deficiency for any month shall not
prejudice in any way the rights of Owner to collect the deficiency for any
subsequent month by a similar proceeding. Owner, in putting the demise
premises in good order or preparing the same for re-rental may, at Owner's
option, make such alterations, repairs, replacements, and/or decorations in the
demised premises as Owner, in Owner's sole judgement, considers advisable and
necessary for the purpose of re-letting the demised premises, and the making of
such alterations, repairs, replacements, and/or decorations shall not operate
or be construed to release Tenant from liability hereunder as aforesaid.
Owner shall in no event be liable in any way whatsoever for failure to re-let
the demised premises, or in the event that the demised premises are re-let, for
failure to collect the rent thereof under such re-letting, and in no
event shall Tenant be entitled to receive any excess, if any, of such net
rents collected over the sums payable by Tenant to Owner hereunder. In the
event of a breach or threatened breach by Tenant of any of the covenants or
provisions hereof, Owner shall have the right of injunction and the right to
invoke any remedy allowed at law or in equity as if re-entry, summary
proceedings and other remedies were not herein provided for. Mention in this
lease of any particular remedy, shall not preclude Owner from any other remedy,
in law or in equity. Tenant hereby expressly waives any and all rights of
redemption granted by or under any present or future laws.

FEES AND EXPENSES:
19. If tenant shall default in the observance or performance of any
term or covenant on Tenant's part to be observed or performed under or by
virtue of any of the terms or provisions in any article of this lease, then,
unless otherwise provided elsewhere in this lease, Owner may immediately or at
any time thereafter and without notice perform the obligation of Tenant
thereunder. If Owner, in connection with the foregoing or in connection with
any default by Tenant in the covenant to pay rent hereunder, makes any
expenditures or incurs any obligations for the payment of money, including but
not limited to attorney's fees, in instituting, prosecuting or defending any
action or proceedings, then Tenant will reimburse Owner for such sums so paid
or obligations incurred with interest and costs. The foregoing expenses
incurred by reason of Tenant's default shall be deemed to be additional rent
hereunder and shall be paid by Tenant to Owner within five (5) days of
rendition of any bill or statement to Tenant thereof. If Tenant's lease term
shall have expired at the time of making of such expenditures or incurring of
such obligations, such sums shall be recoverable by Owner as damages.

BUILDING ALTERATIONS AND MANAGEMENT:
20. Owner shall have the right at any time without the same constituting
an eviction and without incurring liability to Tenant therefor to change the
arrangement and or location of public entrances, passageways, doors, doorways,
corridors, elevators, stairs, toilets or other public parts of the building and
to change the name, number or designation by which the building may be known.
There shall be no allowance in Tenant for diminution of rental value and
no liability on the part of Owner by reason of inconvenience, annoyance or
injury to business arising from Owner to other Tenant making any repairs in
the building or any such alterations, additions and improvements. Furthermore,
Tenant shall not have any claim against Owner by reason of Owner's impositions
of any controls of the manner of access to the building by Tenant's social or
business visitors as the Owner may deem necessary for the security of the
building and its occupants.

NO REPRESENTATIONS BY OWNER:

21. Neither Owner nor Owner's agents have made any representations or
promises with respect to the physical condition of the building, the land upon
which it is erected or the demised premises, the rents, leases, expenses of
operation or any other matter or thing affecting or related to the demised
premises or the building except as herein expressly set forth and no rights,
easements or licenses are acquired by Tenant by implication or otherwise except
as expressly set forth in the provisions of this lease. Tenant has inspected
the building and the demised premises and is thoroughly acquainted with their
condition and agrees to take the same "as is" on the date possession is
tendered and acknowledges that the taking of possession of the demised premises
by Tenant shall be conclusive evidence that the said premises and the building
of which the same form a part were in good and satisfactory condition at the
time such possession was so taken, except as to latent defects. All
understandings and agreements heretofore made between the parties herein are
merged in this contract, which alone fully and completely expresses the
agreement between Owner and Tenant and any executory agreement made shall be
ineffective to

<PAGE> 6
change, modify, discharge or effect an abandonment of it in whole or in part,
unless such executory agreement is in writing and signed by the party against
whom enforcement of the charge, modification, discharge or abandonment is
sought.

END OF TERM:
22. Upon the expiration or other termination of the term of this lease,
Tenant shall quit and surrender to Owner the demised premises, broom clean, in
good order and condition, ordinary wear and damages which Tenant is not
required to repair as provided elsewhere in this lease excepted, and Tenant
shall remove all its property from the demised premises. Tenant's obligation
to observe or perform this covenant shall survive the expiration or other
termination of this lease. If the last day of the term of this Lease or any
renewal thereof, falls on a Sunday, this lease shall expire at noon on the
preceding Saturday unless it be a legal holiday in which case it shall expire
at noon on the preceding day.

QUIET ENJOYMENT:
23. Owner covenants and agrees with Tenant that upon Tenant paying the rent and
additional rent and observing and performing all the terms, covenants and
conditions, on Tenant's part to be observed and performed, Tenant may peaceably
and quietly enjoy the premises hereby demised, subject, nevertheless, in the
terms and conditions of this lease including, but not limited to, Article 34
hereof and to the ground leases, underlying leases and mortgages hereinbefore
mentioned.

FAILURE TO GIVE POSSESSION:
24. If owner is unable to give possession of the demised premises on the date
of the commencement of the term hereof, because of the holding-over or
retention of possession of any tenant, undertenant or occupants or if the
demised premises are located in a building being constructed, because such
building has not been sufficiently completed to make the premises ready for
occupancy or because of the fact that a certificate of occupancy has not been
procured or if Owner has not completed any work required to be performed by
Owner, or for any other reason, Owner shall not be subject to any liability for
failure to give possession on said date and the validity of the lease shall not
be impaired under such circumstances, nor shall the same be construed in any
wise to extend the term of this lease, but the rent payable hereinunder shall
be abated (provided Tenant is not responsible for Owners inability to obtain
possession or complete any work required) until after Owner shall have given
Tenant notice that the premises are substantially ready for Tenant's occupancy,
if permission is given to Tenant to enter into the possession of the demised
premises to occupy premises other than the demised premises prior to the
date specified as the commencement of the term of this lease. Tenant covenants
and agrees that such occupancy shall be deemed to be under all the terms,
covenants, conditions and provisions of this lease, except as to the covenant
to pay rent. The provisions of this article are intended to constitute "an
express provision to the contrary" within the meaning of Section 223-a of the
New York Real Property Law.

NO WAIVER

25. The failure of Owner to seek redress for violation of, or to insist upon
the strict performance of any covenant or condition of this lease or of any
of the Rules or Regulations, set forth or hereafter adopted by Owner, shall
not prevent a subsequent act which would have originally constituted a
violation from having all the force and effect of an original violation. The
receipt by Owner of rent with knowledge of the breach of any covenant of this
lease shall not be deemed a waiver of such breach and no provision of this lease
shall be deemed to have been waived by Owner unless such waiver by in writing
signed by owner. No payment by Tenant or receipt by Owner of a lesser amount
than the monthly rent herein stipulated shall be deemed to be other than on
account of the earliest stipulated rent, nor shall any endorsement or statement
of any check or any letter accompanying any check or payment as rent be deemed
an accord and satisfaction, and Owner may accept such check or payment without
prejudice to Owner's right to recover the balance of such rent or pursue any
other remedy in this lease provided. All check tendered to Owner as and for
the rent of the demised premises shall be deemed payments for the account of
Tenant. Acceptance by Owner of rent from anyone other than Tenant shall not
be deemed to operate as an attornment to Owner by the payor of such rent or as
a consent by Owner to an assignment or subletting by Tenant of the demised
premises to such payor, or as a modification of the provisions of this lease.
No act or thing done by Owner or Owner's agents during the term hereby demised
shall be deemed an acceptance of a surrender of said premises and no agreements
to accept such surrender shall be valid unless in writing signed by Owner. No
employee of Owner or Owner's agent shall have any power to accept the keys of
said premises prior to the termination of the lease and the delivery of keys to
any such agent or employee shall not operate as a termination of the lease or a
surrender of the premises.

WAIVER OF TRIAL BY JURY
26. It is mutually agreed by and between Owner and Tenant that the respective
parties hereto shall and they hereby do waive trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereto against the
other (except for personal injury or property damage) on any matters whatsoever
arising out of or in any way connected with this lease, the relationship of
Owner and Tenant, Tenant's use of or occupancy of said premises, and any
emergency statutory or any other statutory remedy. It is further mutually
agreed that in the event Owner commences any summary proceeding for possession
of the premises, tenant will not interpose any counterclaim of whatever nature
or description in any such proceeding.

INABILITY TO PERFORM:
27. This Lease and the obligation of Tenant to pay rent hereunder and perform
all of the other covenants and agreements hereunder on part of Tenant to be
performed shall in no wise be affected, impaired of excused because Owner is
unable to fulfill any of its obligations under this lease or to supply or is
delayed in supplying any service expressly or implied to be supplied or is
unable in make, or is delayed in making any repair, additions, alterations or
decorations or is unable to supply or is delayed in supplying any equipment or
fixtures if Owner is prevented or delayed from so doing by reason of strike or
labor troubles or any cause whatsoever beyond Owner's sole control including,
but not limited to, government preemption in connection with a National
Emergency or by reason of any rule, order or regulation

<PAGE> 7
of any department or subdivision thereof of any government agency or by reason
of the conditions of supply and demand which have been or are affected by war
or other emergency.

BILLS AND NOTICES:
28. Except as otherwise in this lease provided, a bill, statement, notice or
communication which Owner may desire or be required to give to Tenant, shall
be deemed sufficiently given or rendered, in writing, delivered to Tenant
personally or sent by registered or certified mail addressed to Tenant at the
building of which the demised premises form a part or at the last known
residence address or business address of Tenant or left at any of the aforesaid
premises addressed to the Tenant, and the time of the rendition of such bill or
statement and of the giving of such notice or communication shall be deemed to
be the time when the same is delivered to Tenant, mailed or left at the
premises as herein provided. Any notice by Tenant to Owner must be settled
first hereinbefore given or at such other address as Owner shall designate by
written notice.

WATER CHARGES:
29. If Tenant requires, uses or consumes water for any purpose in addition to
ordinary purposes (of which fact Tenant constitutes Owner to be the sole judge)
Owner may install a water meter and thereby measure Tenant's water consumption
for all purposes. Tenant shall pay owner for the cost of the meter and the
cost of the installation, thereof and throughout the duration of Tenant's
occupancy Tenant shall keep said meter and installation equipment in good
working order and repair at Tenant's own cost and expense in default of which
Owner may cause such meter and equipment to be replaced or repaired and collect
the cost thereof from Tenant, as additional rent. Tenant agrees to pay for
water consumed, as shown on said meter as and when bills are rendered, and on
default in making such payment Owner may pay such charges and collect the same
from Tenant, as additional rent. Tenant covenants and agrees to pay, as
additional rent, the sewer rent, charge or any other tax, rent, levy or charge
which now or hereafter is assessed, imposed or a lien upon the demised premises
or the realty of which they are part pursuant to law, order or regulation made
or issued in connection with the use, consumption, maintenance or supply of
water, water system or sewage or sewage connection of system. If the building
or the demised premises or any part thereof is supplied with water through a
meter through which water is also supplied to other premises Tenant shall pay
to Owner, as addition rely, on the first day of each month. %($ 0 ) of
the total meter charges as Tenant's portion. Independently of and in addition
to any of the remedies reserved to Owner hereinabove of an in addition to any of
the remedies reserved to Owner hereinabove or elsewhere in this lease, Owner
may sue for and collect any monies to be paid by Tenant or paid by Owner for
any of the reason or purposes hereinbefore set forth.

SPRINKLERS:
38. Anything elsewhere in this lease to the contrary notwithstanding, if the
New York Board of Fire Underwriters or the New York Fire Insurance Exchange or
any bureau, department or official of the federal, state or city government
recommended or require the installation of a sprinkler system or that any
changes, modifications, alterations, or additional sprinkler heads or other
equipment be made or supplied in an existing sprinkler by reason of Tenant's
business, or the location of partitions, trade fixtures, or other contents of
the demised premises, or for any other reason, or if any such sprinkler,
system installations, modifications, alterations, additional sprinkler heads or
other such equipment, become necessary to prevent the imposition of a penalty
or charge against the full allowance for a sprinkler system in the fire
insurance rate set by any said Exchange or by any fire insurance company, Tenant
shall, at Tenant's expense, promptly make such sprinkler system installations,
changes, modifications, alterations, and supply additional sprinkler heads or
other equipment as required whether the work involved shall be structural or
non-structural in nature. Tenant shall pay to Owner as additional rent the sum
of $0, on the first day of each morning during the term of this lease, as
Tenant's portion of the contract price for sprinkler supervisory service.

ELEVATORS, HEAT, CLEANING:
31. As long as Tenant is not in default under any of the covenants of this
lease Owner shall: (a) provide necessary passenger elevator facilities on
business days from 8 a.m. to 6 p.m. and on Saturdays from 8 a.m. to 1 p.m.; (b)
if freight elevator service is provided, same shall be provided only on regular
business days Monday through Friday inclusive, and on those days only between
the hours of 9 a.m. and 12 noon and between 1 p.m. and 5 p.m.; (c) furnish
heat, water and other services supplied by Owner to the demised premises, when
and as required by law, on business days from 8 a.m. to 6 p.m. and on Saturdays
from 8 a.m. to 1 p.m.; (d) clean the public halls and public portions of the
building which are used in common by all tenants. Owner reserves the right to
stop service of the heating, elevator, plumbing and electric systems, when
necessary, by reason of accident, or emergency, or for repairs, alterations,
replacements or improvements, in the judgement of Owner desirable or necessary
to be made, until said repairs, alterations, replacements or improvements shall
have been completed. If the building of which the demised premises are a part
supplies manually operated elevator service, Owner may proceed with alterations
necessary to substitute automatic control elevator service upon ten (10) day
written notice to Tenant without in any way affecting the obligations of Tenant
hereunder, provided that the same shall be done with the minimum amount of
inconvenience to Tenant, and Owner pursues with due diligence the completion
of the alterations.

<PAGE> 8
Security: 32. Tenant has deposited with Owner the sum of
$10,369.25 security for the faithful performance
and observance by Tenant of the terms, provisions and
conditions of this lease; it is agreed that in the event Tenant defaults in
respect to any of the terms, provisions and conditions of this lease, including,
but not limited to, the payment of rent and additional rent, Owner may use,
apply or retain the whole or any part of the security so deposited to the extent
required for the payment of any rent and additional rent or any other sum as to
which tenant is in default or for any sum which Owner may expend or may be
required to expend by reason of Tenant's default in respect of any of the terms,
covenants and conditions of this lease; including but not limited to, any
damages or deficiency in the reletting of the premises, whether such damages or
deficiency accrued before or after summary proceedings or other re-entry by
Owner. In the event that Tenant shall fully and faithfully comply with all of
the terms, provisions, covenants and conditions of this lease, the security
shall be returned to Tenant after the date fixed as the end of the Lease and
after delivery of entire possession of the demised premises to Owner. In the
event of a sale of the land and building or leasing of the building, of which
the demised premises form a part, Owner shall have the right to transfer the
security to the vendee or lessee and Owner shall thereupon be released by Tenant
from all liability for the return of such security, and Tenant agrees to look
to the new Owner solely for the return of said security, and it is agreed that
the provisions hereof shall apply to every transfer or assignment made of the
security to a new Owner. Tenant further covenants that it will not assign or
encumber or attempt to assign or encumber the monies deposited herein as
security and that neither Owner nor its successors or assigns shall be bound by
any such assignment, encumbrance, attempted assignment or attempted encumbrance.

Captions: 33. The Captions are inserted only as a matter of
convenience and for reference and in no way decline, limit or describe
the scope of this lease nor the intent of any provision thereof.

Definitions: 34. The term "Owner" as used in this lease means on-
ly the owner of the fee or of the leasehold of the building, or
the mortgagee in possession, for the time being of the land and building
(or the owner of a lease of the building or of the land and building)
of which the demised premises form a part, so that in the event of any sale or
sales of said land and building or of said lease, or in the event of a lease of
said building, or of the land and building, the said Owner shall be and hereby
is entirely freed and relieved of all covenants and obligations of Owner
hereunder, and it shall be deemed and construed without further agreement
between the parties of their successors in interest, or between the parties and
the purchaser, at any such sale, or the said lessee of the building, or of
the land and building, that the purchaser or the lessee of the building has
assumed and agreed to carry out any and all covenants and obligations of Owner
hereunder. The words "re-enter" and "re-entry" as used in this lease are not
restricted to their technical legal meaning. The term "rent" includes the
annual rental rate whether so expressed or expressed in monthly installments,
and "additional rent." "Additional rent" means all sums which shall be due to
new Owner from Tenant under this lease, in addition to the annual rental rate.
The term "business days" as used in this lease, shall exclude Saturdays (except
such portion thereof as is covered by specific hours in Article 31 hereof),
Sundays and all days observed by the State or Federal Government as legal
holidays and those designated as holidays by the applicable building service
union employees service contract or by the applicable Operating Engineers
contract with respect to HVAC service.

Adjacent 35. If an excavation shall be made upon land adjacent
Excavation to the demised premises, or shall be authorized to be
Shoring: made, Tenant shall afford to the person causing or
authorized to cause such excavation, license to enter upon the
demised premises for the purpose of doing such work as said person shall deem
necessary to preserve the wall or the building of which demised premises form a
part from injury or damage and to support the same by proper foundations
without any claim for damages or indemnity against Owner, or diminution or
abatement of rent.

Rules and 36. Tenant and Tenant's servants, employees, agents
Regulations: visitors, and licensees shall observe faithfully, and
comply strictly with, the Rules and Regulations annexed hereto
and such other and further reasonable Rules and Regulations as Owner or Owner's
agents may from time to time adopt. Notice of any additional rules or
regulations shall be given in such manner as Owner may elect. In case Tenant
disputes the reasonableness of any additional Rule or Regulation hereafter made
of adopted by Owner or Owner's agents, the parties hereto agree to submit the
questions of the reasonableness of such Rule or Regulation for decision in the
New York office of the American Arbitration Association, whose determination
shall be final and conclusive upon the parties hereto. The right to dispute
the reasonableness of any additional Rule or Regulation upon Tenant's part
shall be deemed waived unless the same shall be asserted by service of a
notice. In writing upon Owner within ten (10) days after the giving of notice
thereof. Nothing in this lease contained shall be construed to impose upon
Owner any duty or obligation to enforce the Rules and Regulations or terms,
covenants or conditions in any other lease, as against any other tenant and
Owner shall not be liable to Tenant for violation of the same by any other
tenant, its servants, employees, agents, visitors or licensees.

Glass: 37. Owner shall replace, at the expense of the Tenant,
any and all plate and other glass damaged or broken
from any cause whatsoever in and about the demised premises. Owner may insure,
and keep insured, at Tenant's expense, all plate and other glass in the demised
premises for and in the name of Owner. Hills for the premiums therefor shall
be rendered by Owner to Tenant at such times as Owner may elect, and shall be
due from, and payable by, Tenant when rendered, and the amount thereof shall be
deemed to be, and be paid, as additional rent.

Estoppel 38. Tenant, at any time, and from time to time, upon
Certificate: at least 10 days' prior notice by Owner, shall execute,
acknowledge and deliver to Owner, and/or to any other
person, firm or corporation specified by Owner, a statement certifying that
this Lease is unmodified in full force and effect (or, if there have been
modifications, that the same is in full force and effect as modified and
stating the modifications), stating the dates in which the rent and additional
rent have been paid, and stating whether or not there exists any default by
Owner under this Lease, and, if so, specifying each such default.

Directory 39. If, at the request of and as accommodation to Ten-
Board Listing ant, Owner shall place upon the directory board in the
lobby of the building, one or more names of persons
other than Tenant, such directory board listing shall not be construed as the
consent by Owner to an assignment or subletting by Tenant to such person or
persons.

Successors 40. The covenants, conditions and agreements con-
and Assigns: tained in this lease shall bind and insure to the benefit of
Owner and Tenant and their respective heirs, distributees,
executors, administrators, successors, and except as otherwise provided in this
lease, their assigns.

* Provided Tenant is not in default in the performance its obligations
under the terms and conditions of the Lease, Tenant shall be refunded
$3,456.42 of said security deposit after the payment of twenty four
(24) monthly installments of rent and additional rent by Tenant.

In Witness Whereof, Owner and Tenant have respectively signed and
sealed this lease as of this day and year first above written.

BENJAMIN P. FELDMAN AS RECEIVER
FOR 491-499 SEVENTH AVENUE [CORP.
Witness for Owner: ----------------------------------- SEAL]

By: /s/ BENJAMIN P. FELDMAN
- ---------------------------------- --------------------------------[L.S.]
Benjamin P. Feldman

Witness for Tenant: G.S. CAPITAL CORP [CORP.
----------------------------------- SEAL]

- ---------------------------------- By: /s/
--------------------------------[L.S.]

<PAGE> 9

ACKNOWLEDGEMENTS

<TABLE>
<S> <C>
CORPORATE TENANT INDIVIDUAL TENANT
STATE OF NEW YORK STATE OF NEW YORK
COUNTY OF COUNTY OF

On this , day of , 19 , before me On this day of 19 , before me

personally came personally came
to me known, who being by me duly sworn, did depose and say that he resides to me known and known to me
to be the Individual described in and
who, as TENANT, executed the foregoing
instrument and acknowledged to me that
he executed the same.
In

that he is the of

the corporation described in and which executed the foregoing Instrument, as
TENANT that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by order of the
Board of Directors of said corporation, and that he signed his name thereto by
like order.
....................................................................................................................................
</TABLE>

IMPORTANT - PLEASE READ

RULES AND REGULATIONS ATTACHED TO AND
MADE A PART OF THIS LEASE
IN ACCORDANCE WITH ARTICLE 36

1. The sidewalks, entrances, driveways, passages, courts, elevators,
vestibules, stairways, corridors or halls shall not be obstructed or
encumbered by any Tenant or used for any purpose other than for ingress or
egress from the demised premises and for delivery of merchandise and
equipment in a prompt and efficient manner using elevators and passageways
designed for such delivery by Owner. There shall not be used in any space, or
in the public hall of the building, either by any Tenant or by jobbers or others
in the delivery or receipt of merchandise, any hand trucks, except those
equipped with rubber tires and sideguards. If said premises are situated on the
ground floor of the building, Tenant thereof shall further, at Tenant's expense,
keep the sidewalk and curb in front of said premises clean and free from leaves,
snow, dirt and rubbish.

2. The water and wash closets and plumbing fixtures shall not be used for any
purposes other than those for which they were designed or constructed and for
sweepings, rubbish, rags, acids or other substances shall be deposited therein,
and the expense of any breakage, stoppage, or damage resulting from the
violation of this rule shall be borne by the Tenant who, or whose clerks,
agents, employees or visitors, shall have caused it.

3. No carpet, rug or other article shall be hung or shaken out of any window
of the building, and no Tenant shall sweep or throw or permit to be swept or
thrown from the demised premises any dirt or other substances into any
of the corridors or halls, elevators, or out of the doors or windows or
stairways of the building and Tenant shall not use, keep or permit to be used or
kept any foul or noxious gas or substances in the demised premises, or permit or
suffer the demised premises to be occupied or used in a manner offensive or
objectionable to Owner or other occupants of the buildings by reason of noise,
odors, and or vibrations, or interfere in any way, with other Tenants or those
having business therein, nor shall any animals or birds be kept in or about the
building. Smoking or carrying lighted cigars or cigarettes in the elevators of
the building is prohibited.

4. No awnings or other projects shall be attached to the outside walls of the
building without the prior written consent of Owner.

5. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or added by any Tenant on any part of the outside of the
demised premises of the building or on the inside of the demised premises if
the same is visible from the outside of the premises without the prior written
consent of Owner, except that the name of Tenant may appear on the entrance door
of the premises. In the event of the violation of the foregoing by any tenant,
Owner may remove same without any liability and may charge the expense
incurred by such removal to Tenant or Tenants violating this rule. Interior
signs on doors and directory tables shall be inscribed, painted or affixed for
each Tenant by Owner at the expense of such Tenant, and shall be of a size,
color and style acceptable to Owner.

6. No Tenant shall mark, paint, drill holes, or in any way deface any part
of the demised premises or the building of which they form a part. No boring,
cutting or stringing of wires shall be permitted, except with the prior written
consent of Owner, and as Owner may direct. No Tenant shall lay linoleum, or
other similar floor covering, so that the same shall come in direct contact
with the floor of the demised premises, and, if linoleum or other similar floor
covering is desired to be used an interlining of builder's deading felt shall
be first affixed to the floor, by a paste or other material, soluble in water,
the use of cement or other similar adhesive material being expressly
prohibited.

7. No additional locks or bolts of any kind shall be placed upon any of the
doors of windows by any Tenant, nor shall any changes be made in existing locks
or mechanism thereof. Each Tenant must, upon the termination of his Tenancy,
restore to Owner all keys of stores, offices and toilet rooms, either furnished
to, or otherwise procured by, such Tenant; and in the event of the loss of any
keys, so furnished, such Tenant shall pay to Owner the cost thereof.

8. Freight, furniture, business equipment, merchandise and bulky matter of
any description shall be delivered and removed from the premises only on the
freight elevators and through the service entrances and corridors, and only
during hours and in a manner approved by Owner. Owner reserves the right to
inspect all freight to be brought into the building and to exclude from the
building all freight which violates any of these Rules and Regulations of this
lease of which these Rules and Regulations are a part.

9. No Tenant shall obtain for use upon the demised premises ice, drinking
water, towel and either similar services, or accept barbering or bootblacking
services in this demised premises, except from persons authorized by Owner,
and at hours and under regulations fixed by Owner. Canvassing, soliciting and
peddling in this building is prohibited and each Tenant shall cooperate to
prevent the same.

10. Owner reserves the right to exclude from the building between the hours
of 6 p.m. and 8 a.m. on business days, after 1 p.m. on Saturdays, and at all
hours on Sundays and legal holidays all persons who do not present a pass to
the building signed by Owner. Owner will furnish passes to persons for whom
any Tenant requests same in writing. Each Tenant shall be responsible for all
persons for whom he requests such pass and shall be liable to Owner for all
sets of such persons. Notwithstanding the foregoing, Owner shall not be
required to allow Tenant or any person to enter or remain in the building,
except on business days from 8:00 a.m. to 6:00 p.m. and on Saturdays from 8:00
a.m. to 1:00 p.m.

11. Owner shall have the right to prohibit any advertising by any Tenant
which in Owner's opinion, tends to impair the reputation of the building or its
desirability as a loft building, and upon written notice from Owner, Tenant
shall refrain from or discontinue such advertising.

12. Tenant shall not bring or permit to be brought or kept in or on the
demised premises, any inflammable, combustible or explosive fluid, material,
chemical or substance, or cause or permit any odors of cooking or other
processes, or any any unusual or other objectionable odors to permeate in or
emanate from the demised premises.

13. Tenant shall not use the demised premises in a manner which disturbs or
interferes with other Tenants in the beneficial use of their premises.

Address

Premises
===============================================================================

===============================================================================

[SEAL] STANDARD FORM OF [SEAL]
LOFT LEASE

===============================================================================
Dated 19

Rent per Year

Rent per Month

Term
From
To

Drawn by __________________________________ Checked by__________________________
Entered by ________________________________ Approved by_________________________

===============================================================================
<PAGE> 10
RIDER ATTACHED HERETO AND MADE PART OF LEASE DATED AS OF THE 31ST DAY OF
JANUARY, 1996 BY AND BETWEEN BENJAMIN P. FELDMAN AS RECEIVER FOR 491-499
SEVENTH AVENUE, AS LANDLORD, AND G.S. CAPITAL CORP., AS TENANT, COVERING
SUITE 704 NORTH AT 491-499 SEVENTH AVENUE, NEW YORK, NEW YORK.

Wherever the terms, covenants and conditions contained in the printed portion
of this Lease shall be in conflict with any of the terms, covenants and
conditions in the Additional Clauses 41 through 87 that follow, the Additional
Clauses shall prevail.

41. DEFINITIONS AND CAPTIONS:

The captions, numbers and definitions herein are inserted only as a matter
of convenience and are not intended to define, limit, construe or describe the
scope or intent of any paragraph, nor in any way affect this Lease. In
conjunction herewith, the defined term "Landlord" as used in this Rider shall
be deemed to be one and the same as the defined term "Owner" as used in the
printed portion of this Lease.

42. BROKER:

Tenant represents and warrants that it has dealt with no broker except
S.L. Green Realty, Inc. and Winoker Realty Co., Inc. (the "Brokers") in
connection with the execution of this Lease or the showing of the Demised
Premises and agrees to hold and save Landlord harmless from and against any and
all liabilities from any claims of any broker (including, without limitation,
the cost of counsel fees in connection with the defense of any such claims)
except the Brokers.

43. "AS IS" CONDITION:

The Tenant has inspected the Demised Premises and agrees to accept the
same in its present "as is" condition, and the Landlord makes no representation
as to the condition of the premises, except Landlord shall (a) carpet the
demised premises in building standard colors and materials, and (b) deliver the
Air Conditioning Unit servicing the demised premises in good working order.

44. INDEMNIFICATION:

Tenant agrees to indemnify and save Landlord harmless against and from
any and all claims by or on behalf of any person or persons, firm or firms,
corporation or corporations, arising from any work or thing or circumstance or
occurrence whatsoever done by or on behalf of Tenant, in or about the Demised
Premises, and will further indemnify and save Landlord harmless against and
from any and all claims arising from any breach or default on the part of
Tenant in the performance of any covenant or agreement on the part of Tenant to
be performed, pursuant to the terms of this Lease, or arising from any act or
negligence of Tenant, or any of its agents, contractors, servants, employees,
invitees or licensees, and from and against all costs, reasonable counsel fees,
expenses and liabilities incurred in or about any such claim or action or
proceeding brought thereon; and in case any action or proceeding be brought
against Landlord, covenants to resist or defend, at Tenant's expense, such
action or proceeding by counsel reasonably satisfactorily to Landlord.

45. EXCULPATORY CLAUSE:

If the Landlord or any successor in interest be an individual,
receivership, joint venture, tenancy in common, co-partnership, unincorporated
association, or other unincorporated aggregate of individuals or a corporation
(all of which are referred to below in this Article 45 individually and
collectively, as a "Landlord Entity"), then, anything elsewhere to the
contrary notwithstanding,
<PAGE> 11

Tenant shall look solely to the estate and property of such Landlord Entity in
the land and Building of which the Demised Premises are a part, for the
satisfaction of Tenant's remedies for the collection of a judgment (or other
judicial process) requiring the payment of money by Landlord Entity in the
event of any default or breach by Landlord Entity with respect to any of the
terms, covenants and conditions of the Lease to be observed and/or performed by
Landlord Entity, and no other property or assets of such Landlord Entity (or
the individual or entity which is the receiver, if the Landlord Entity is a
receivership) shall be subject to levy, execution or other enforcement
procedure for the satisfaction or Tenant's remedies.

46. TENANT'S REPRESENTATION:

Tenant covenants that it will not do or suffer to be done in or upon the
said premises any act or thing which shall damage the Landlord or its Tenants,
and covenants that no business shall be carried on, nor any act or acts
suffered or permitted to be done on said premises that in any manner conflicts
with, or is contrary, to any law.

Tenant covenants that if it performs any construction or alteration at
the Demised Premises in accordance with all of the other terms and conditions
of this Lease and, as a result of said construction, the normal heating
supplied by the Landlord is altered or reduced, then the Landlord shall not be
required to provide extra heat or perform any installations beyond what was
being supplied or provided prior to the Tenant's work.

47. INSURANCE:

Tenant covenants and agrees that at all times during the term of this
Lease, Tenant shall immediately secure, and thereafter maintain in full force,
during the term hereof, at its own cost and expense, comprehensive general
personal injury and property damage liability insurance against claims for
bodily injury, death and property damage, such insurance to afford minimum
protection during the term of this lease, of not less than $1,000,000 for
bodily injury or death and not less than $1,000,000 for property damage, as
well as fire and casualty insurance, together with extended coverage, in such
amounts as required by Landlord. Such insurance policies shall insure against
all costs, expenses and/or liability arising out of or based upon any and all
claims, accidents, injuries and damages whatsoever normally covered by such
insurance caused to any person or property, wherein such accident, damage or
injury occurred on or about the Demised Premises or the land and building of
which the Demised Premises are a part. Landlord and Landlord's mortgagee shall
be named as additional insureds in Tenant's policies. Such insurance shall be
carried by an insurance company or companies licensed to do business in the
State of New York and reasonably acceptable to Landlord. Upon commencement of
the term hereof, and thereafter at least ten (10) days prior to the expiration
of any such policy, Tenant shall deliver to Landlord the policy or policies of
insurance or certificates thereof and evidence of the payment of the premium
therefor. In the event Tenant shall fail to provide the aforesaid insurance
Landlord shall have the right, but not the obligation, after giving Tenant five
(5) days' written notice given in accordance with Article 28, to procure and
pay for any of such insurance and Tenant shall reimburse Landlord, on the
first of the following month, as additional rent, the cost thereof with
interest at the then maximum legal rate on the amount paid from the date of
payment to the date of reimbursement. Each such policy shall contain an
endorsement that such insurance may not be cancelled or amended except upon
thirty (30) days' written notice to Landlord. Tenant's failure to provide and
keep in force the aforementioned insurance shall be regarded as a material
default hereunder, entitling Landlord to exercise any or all of the remedies as
herein provided in the event of Tenant's default.

2
<PAGE> 12

48. LANDLORD'S ACCESS:

Tenant covenants and agrees that it will permit Landlord, its agents,
servants, employees, licensees, invitees and contractors, at any and all times
during regular business hours, to pass and repass on and through the Demised
Premises, or such portion thereof as may be necessary, in order that they or any
of them may gain access to any facilities of the Building. Landlord shall make
reasonable efforts to give Tenant advance notice of such entry and to avoid
disruption of Tenant's business activities. Tenant agrees further that it will,
during the entire term of this Lease, keep the Landlord informed of the
telephone numbers of at least three persons or parties having keys to the
Demised Premises in order that, in the event of an emergency which requires
Landlord to have access to such facilities during other than regular business
hours, Landlord may arrange with such persons or parties to be admitted to the
Demised Premises, provided, however, that if Landlord is unable to arrange for
admittance to the Demised Premises during any such emergency, or if time does
not permit the making of such arrangements, Landlord shall have the right to
gain admittance to the Demised Premises by forcibly or otherwise breaking into
the Demised Premises, and the sole liability of Landlord to Tenant in such event
shall be that Landlord shall be obligated to repair all damage caused by such
breaking in within a reasonable time after the occurrence thereof.

49. ELECTRICITY:

A. Landlord shall furnish to Tenant as an additional service included
in the fixed rent payable hereunder, the electric energy which Tenant requires
in the Demised Premises on a "rent inclusion" basis, through the presently
installed electrical facilities for Tenant's reasonable use in the Demised
Premises for lighting, light office equipment and the usual small business
machines, including small copying machines. Landlord shall not in anywise be
liable or responsible to Tenant for any loss or damage or expense which Tenant
may sustain or incur if either the quantity or character of electric service is
changed or is no longer available or suitable for Tenant's requirements, unless
caused by Landlord's negligence.

B. (1) Tenant acknowledges and agrees (i) that the fixed annual rent
hereinabove set forth in this Lease includes an Electricity Rent Inclusion
Factor (as hereinafter defined), of $6,003.25 per annum to compensate Landlord
for the electrical wiring and other installations necessary for, and for its
obtaining and redistribution of, electric current as an additional service; and
(ii) that said Electricity Rent Inclusion Factor (hereinafter called "ERIF"),
which shall be subject to periodic adjustments as herein provided, has been
partially based upon Tenant's estimated connected electrical load and hours of
use thereof for ordinary lighting and light office equipment, during ordinary
business hours. The "Electricity Rent Inclusion Factor" shall mean the amount
determined by applying the estimated connected electrical load and usage
thereof in the Demised Premises (as determined by the electrical consultant as
hereinafter provided) to the rate (including any taxes) charged for such load
and usage in the service classification in effect on the date which Landlord
purchased electric current for the entire Building from the public utility
corporation, which, as set forth in this Section 49(B), Landlord and Tenant
initially agree is $6,003.25 per annum. If the cost to Landlord of electricity
shall have been, or shall be, increased (whether such change in Landlord's
electric rates, charges, fuel adjustment, or service classifications, or by
taxes or charges of any kind imposed thereon, or for any other such reason,
then the aforesaid ERIF portion of the fixed rent shall be increased in the
same percentage.

(2) Any such percentage increase in Landlord's cost due to change
in Landlord's electric rates, charges, etc., shall be computed by the
application of the average consumption (energy and

3
<PAGE> 13

demand) of electricity for the entire Building for the twelve (12) full months
immediately prior to the rate change, other change in cost, or any changed
methods of or rules on billing for same, on a consistent basis to the new rate
and/or service classifications and to the immediately prior existing rate
and/or service classifications. If the average consumption of electricity for
the entire Building for said prior twelve (12) full months cannot reasonably be
applied and used with respect to changed methods of or rules on billing, then
the percentage increase shall be computed by the use of the average consumption
(energy and demand) for the entire Building for the first three (3) months
under such changed methods of or rules on billing, projected to a full twelve
(12) months; and that same consumption, so projected, shall be applied to the
rate and/or service classifications which existed immediately prior to the
changed methods of or rules on billing. The parties acknowledge that they
understand that it is anticipated that existing electric rates, charges, etc.,
may be changed by virtue of time-of-day rates or other methods of billing, and
that the foregoing reference to changes in methods of or rules on billing is
intended to include any such change. The parties agree that a reputable,
independent electrical consultant, selected by Landlord (hereinafter called
"Landlord's electrical consultant") shall determine the percentage for the
changes in the ERIF based on changes in Landlord's electric rates, charges,
etc.

C. (1) The parties agree that Landlord's electrical consultant may
from time to time make surveys in the Demised Premises covering the electrical
equipment and fixtures and use of current therein, and the connected electrical
load and usage portion of the ERIF shall be changed in accordance with such
survey, and the ERIF automatically redetermined, accordingly, by Landlord's
electrical consultant. The fixed rent shall be appropriately adjusted
effective as of the date of any such change in connected load and usage, as
disclosed by said survey. In no event is the originally specified $6,003.25
per annum ERIF portion of the annual fixed rent (as adjusted by any electricity
cost increases of Landlord) to be reduced.

(2) The determination of change in the ERIF by Landlord's
electrical consultant shall be binding and conclusive on Landlord and on Tenant
from and after the delivery of copies of such determination to Landlord and
Tenant, unless within thirty (30) days after the delivery of such copies,
Tenant disputes such determination. If Tenant disputes the determination, it
shall, at its own expense, obtain from a reputable, independent electrical
consultant its own survey of Tenant's electrical lighting and power load and
hours of use thereof, and a determination of such change in the ERIF in
accordance with the provisions of this Article 49. Tenant's consultant and
Landlord's electrical consultant then shall seek to agree on a finding of such
determination of such change in the ERIF. If they cannot agree, they shall
choose a third reputable electrical consultant whose cost shall be shared
equally by Landlord and Tenant, to make a similar survey, and the determination
of such ERIF change by such third electrical consultant shall be controlling.
(If they cannot agree on such third consultant, within ten (10) days, then
either party may apply to the Supreme Court in the County of New York for the
appointment of such third consultant.) However, pending such determination,
Tenant shall pay to Landlord the amount of ERIF as determined by Landlord's
electrical consultant, provided, however, if the amount of ERIF determined as
aforesaid is different from that determined by Landlord's electrical
consultant, then Landlord and Tenant shall make adjustment for any deficiency
owed by Tenant or overage paid by Tenant pursuant to the decision of Landlord's
electrical consultant.

D. Landlord reserves the right to discontinue furnishing electric
energy to Tenant at any time upon sixty (60) days' written notice to Tenant,
and from and after the effective date of such termination, Landlord shall no
longer be obligated to furnish

4
<PAGE> 14

Tenant with electric energy, provided, however, that such termination date
shall be extended for a time reasonably necessary for Tenant to make
arrangements to obtain electric service directly from the public utility
company servicing the Building. If* Landlord exercises such right of
termination, this Lease shall remain unaffected thereby and shall continue in
full force and effect; and thereafter Tenant shall diligently arrange to obtain
electric service directly from the public utility company servicing the
Building, and may utilize the then existing electric feeders, risers and wiring
serving the Demised Premises to the extent available and safely capable of
being used for such purpose and only to the extent of Tenant's then authorized
connected load. Landlord shall be obligated to pay no part of any cost
required for Tenant's direct electric service. If Landlord exercises such
right of termination, then from and after the date that Tenant commences
purchasing electricity from the public utility, the fixed annual rent payable
under this Lease shall be reduced to:

*Only in the event that this occurs to more than fifty-one percent (51%) of the
building tenancy.

==============================================================
PORTION OF TERM AMOUNT
--------------------------------------------------------------

<S> <C>
From February 1, 1996 $41,477.00 per annum
through January 31, 1997

From February 1, 1997 $42,928.70 per annum
through January 31, 1998

From February 1, 1998 $44,380.40 per annum
through January 31, 1999

From February 1, 1999 $48,015.10 per annum
through January 31, 2000

From February 1, 2000 $49,543.20 per annum
through January 31, 2001
==============================================================
</TABLE>

E. (1) Tenant agrees not to connect any additional electrical
equipment of any type to the Building electric distribution system, other than
lamps, typewriters and other small office machines which consume comparable
amounts of electricity, without the Landlord's prior written consent, which
consent shall not be unreasonably withheld. Any additional risers, feeders, or
other equipment proper or necessary to supply Tenant's electrical requirements,
upon written request of Tenant, will be installed by Landlord, at the sole cost
and expense of Tenant, if, in Landlord's sole judgment, the same are necessary
and will not cause permanent damage or injury to the Building or the Demised
Premises, or cause of create a dangerous or hazardous condition or entail
excessive or unreasonable alterations, repair or expense or interfere with or
disturb other tenants or occupants.

(2) Tenant shall purchase at its own expense, all lighting tubes,
lamps, bulbs and ballasts used in the Demised Premises and shall pay all costs
for providing and installing same.

5
<PAGE> 15

50. FIXED ANNUAL RENT:

<TABLE>
<CAPTION>
==========================================================
PORTION OF TERM AMOUNT
----------------------------------------------------------
<S> <C>
From February 1, 1996 $47,480.25 per annum
through January 31, 1997

From February 1, 1997 $48,931.95 per annum
through January 31, 1998

From February 1, 1998 $50,383.65 per annum
through January 31, 1999

From February 1, 1999 $54,018.35 per annum
through January 31, 2000

From February 1, 2000 $55,546.45 per annum
through January 31, 2001
==========================================================
</TABLE>

Provided Tenant is not in default in the performance of its obligations
under the terms and conditions of the Lease, Tenant shall receive an abatement
of $3,456.42 against each of the monthly installments of fixed annual rent due
for the months of February 1996, March 1996 and February 1997.

51. REAL ESTATE TAX ESCALATION:

Tenant shall pay to Landlord, as additional rent, tax escalation in
accordance with this Article.

A. As used in this Article, the following definitions shall apply:

1. The term "Base Tax Year" as hereinafter set forth for the
determination of real estate tax escalation shall mean the calendar year 1996.

2. The term "Percentage" shall be deemed to mean one and three
hundred seven (1.307%) percent.

3. The term "the Building Project" shall mean all of the land
together with the improvements thereon known as 491-499 Seventh Avenue, New
York, New York.

4. The term "Comparative Year" shall mean the respective twelve (12)
months following the Base Tax Year, and each subsequent period of twelve (12)
months.

5. The term "Real Estate Taxes" shall mean the total of all taxes
and special or other assessments and/or vault charges levied, assessed or
imposed at any time by any governmental authority or Business Improvement
District upon or against the Building Project, and also any tax or assessment
levied, assessed or imposed at any time by any governmental authority in
connection with the receipt of income or rents from said Building Project to
the extent that same shall be in lieu of all or a portion of any of the
aforesaid taxes or assessments, or additions or increases thereof, upon or
against said Building Project. If, due to a future change in the method of
taxation or in the taxing authority, or for any other reason, a franchise,
income, transit, profit or other tax or governmental imposition, however
designated, shall be levied against Landlord in substitution in whole or in
part for the Real Estate Taxes, or in lieu of additions to or increases of said
Real Estate Taxes, then such franchise, income, transit, profit or other tax or
governmental imposition shall be deemed to be included within the definition of
"Real Estate Taxes" for the purposes hereof. As to special assessments which
are payable over a period of time extending beyond the term of this Lease,
only a pro rata

6
<PAGE> 16

portion thereof, covering the portion of the terms of this Lease unexpired at
the time of the imposition of such assessment, shall be included in "Real Estate
Taxes". If, by law, any assessment may be paid in installments, then, for the
purposes hereof (a) such assessment shall be deemed to have been payable in the
maximum number of installments permitted by law and (b) there shall be included
in Real Estate Taxes, for each Comparative Year in which such installments may
be paid, the installments of such assessments so becoming payable during the
Comparative Year, together with interest payable during such Comparative Year.

6. The phrase "Real Estate Taxes payable during the Base Tax Year"
shall mean that amount obtained by multiplying the valuations actually used by
the City of New York, of the land and building of the Building Project (whether
same be actual or a transitional assessment) , for purposes of billing Real
Estate Taxes during the Base Tax Year by the Base Tax Year rate for each
$100.00 for such valuation.

B. In the event that the Real Estate Taxes payable for any Comparative
Year shall exceed the amount of such Real Estate Taxes payable during the Base
Tax Year, Tenant shall pay to Landlord, as additional rent for such Comparative
Year, an amount equal to the Percentage of the excess. By or after the start
of the Comparative Year following the Base Tax Year, and by or after the start
of each Comparative Year thereafter, Landlord shall furnish to Tenant a
statement of the Real Estate Taxes payable during the Base Tax Year and each
Comparative Year, which statement shall reflect the amount to be paid by the
Tenant pursuant to this paragraph 51. Tenant's obligation to pay the amount
herein provided for shall survive the expiration or earlier termination of this
Lease.

C. The amount due pursuant to the calculation provided for in sub-
paragraph B above shall be due and payable within ten (10) days after Landlord
shall have delivered to Tenant a statement setting forth the amount equal to
the Percentage of the excess and the basis therefor. Bills for such Taxes
shall be sufficient evidence of amount, for the purpose of calculating the
Percentage. In the event Tenant fails to pay its proportionate share when due,
Landlord shall be entitled, with respect thereto, to any and all remedies to
which Landlord may be entitled under this Lease for default in the payment of
rent. The failure of Landlord to bill Tenant for the additional rent due in
any fiscal year shall not prejudice the right of Landlord to subsequently bill
Tenant for such fiscal year or any subsequent fiscal year.

D. (1) Should the Real Estate Taxes payable during the Base Tax Year be
reduced by final determination of legal proceedings, settlement or otherwise,
then, the Real Estate Taxes payable during the Base Tax Year shall be
correspondingly revised, the additional rent theretofore paid or payable
hereunder for all Comparative Years shall be recomputed on the basis of such
reduction, and Tenant shall pay to Landlord as additional rent, within ten (10)
days after being billed therefor, any deficiency between the amount of such
additional rent as theretofore computed and the amount thereof due as the
result of such recomputations. Should the Real Estate Taxes payable during the
Base Tax Year be increased by such final determination of legal proceedings,
settlement or otherwise, then appropriate recomputation and adjustment also
shall be made and the amount due by the Landlord to the Tenant shall be paid
within ten (10) days after the recomputations. Should the Real Estate Taxes paid
during any Comparative Year be increased or decreased by a final determination
of legal proceedings, settlement or otherwise, then an appropriate
recomputation and adjustment shall be made between the Landlord and Tenant and
any amount owed by the Tenant shall be paid within ten (10) days after the
Tenant is billed therefor and be deemed additional rent, and any amount owed by
the Landlord to the Tenant shall be paid within ten (10) days of the
recomputation.

7
<PAGE> 17

(2) Tenant shall separately reimburse Landlord upon billing therefor
the Percentage of any legal or consulting fees incurred by Landlord in reducing
Real Estate Taxes for any Comparative Year.

E. Upon the date of any expiration or termination of this Lease (except
termination because of Tenant's default), whether the same be the date herein
above set forth for the expiration of the term or any prior or subsequent date,
a proportionate share of said additional rent for the Comparative Year during
which such expiration or termination occurs shall immediately become due and
payable by Tenant to Landlord, if not theretofore already billed and paid. The
said proportionate share shall be based upon the length of time that this Lease
shall have been in existence during such Comparative Year. Landlord shall, as
soon as reasonably practicable, compute the additional rent due from Tenant, as
aforesaid, which computations shall either be based on that Comparative Year's
actual figures or be an estimate based upon the most recent statements prepared
by Landlord and furnished to Tenant. If an estimate is used, then Landlord
shall cause statements to be prepared on the basis of the Comparative Year's
actual figures as soon as they are available, and within ten (10) days after
such statement or statements are prepared by Landlord and furnished to Tenant,
Landlord and Tenant shall make appropriate adjustments of any estimated
payments theretofore made, which shall survive any expiration or termination of
this Lease.

F. Any delay or failure of Landlord in billing for any additional rent
shall not constitute a waiver of or in any way impair the continuing obligation
of Tenant to pay such additional rent.

G. Notwithstanding any contrary or inconsistent provisions of this
Article 51:

Tenant shall pay to Landlord on the first day of each calendar month
during the term of this Lease an amount (the "Estimated Monthly Tax Payment")
equal to 1/12th of Landlord's estimate (in Landlord's sole discretion) of the
payment which will be due to Landlord from Tenant pursuant to Article 51(B) for
the next Comparative Year. Landlord shall provide such estimate to Tenant
together with the monthly billing of Estimated Monthly Tax Payment during each
calendar year. For example: if Landlord estimates that the amount payable by
Tenant pursuant to Article 51(B) for the Comparative Year 1997 will be $144
then Landlord shall provide Tenant such estimate together with a billing for
Estimated Monthly Tax Payment for each month of the term for the sum of $12;
and the Estimated Monthly Tax Payments shall each be $12 until such estimate is
revised. Notwithstanding the foregoing, after the sum actually payable for the
Comparative Year in question is determined, the Estimated Monthly Tax Payments
made or to be made for all calendar months included within such Comparative
Year shall be equitably adjusted, and any balance due Landlord or Tenant, as
the case may be, shall be paid forthwith.

52. INTENTIONALLY OMITTED

53. LATE PAYMENT CLAUSE:

It is agreed that the rental under this Lease is due and payable in equal
monthly installments in advance on the first day of each month during the
entire lease term. In the event that any monthly installment of rent, or any
other payment required to be made by the Tenant under this Lease shall be
overdue for a period (the "Late Period") of five (5) days, a late charge of
four (4) cents for each dollar so overdue may be charged by the Landlord for
each month, or fraction of each month, from its due date until paid, for the
purpose of defraying the expenses incurred in handling delinquent payments.
Although no late payment penalties shall accrue until the end of the applicable
Late Period, nothing

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contained in this Article 53 or elsewhere in this Lease shall prevent Landlord
from commencing legal proceedings against Tenant for the non-payment of rent or
additional rent if same is not paid upon the first day of each month during the
entire lease term.

54. ATTORNMENT:

A. Tenant agrees that if by reason of default on the part of
Landlord herein, under any ground or underlying lease or any mortgage affecting
Landlord's interest, a ground or underlying lessor or a mortgagee shall enter
into and become possessed of the real property of which the Demised Premises
form a part, or any part or parts of such real property, either through
possession or foreclosure action or proceedings, or through the issuance and
delivery of a new lease of the Premises covered by the ground or underlying
lease to a leasehold mortgagee, then, if this Lease is in full force and effect
at such time, Tenant shall attorn to such lessor or such mortgagee as its
Landlord; and in such event, such lessor or mortgagee shall not be liable to
Tenant for any defaults theretofore committed by Landlord and no such default
shall give rise to any rights of offset or deduction against the rents payable
under this Lease.

B. The provisions for attornment hereinbefore set forth shall not
require the execution of any further instrument. However, if such lessor or
mortgagee to which Tenant agrees to attorn, as aforesaid, reasonably requests a
further instrument expressing such attornment, Tenant agrees to execute the
same promptly and if Tenant fails so to do, Tenant hereby appoints Landlord
Tenant's attorney-in-fact to execute any such instrument for and on behalf of
Tenant.

55. ENTIRE AGREEMENT:

A. This Lease contains the entire agreement between the parties, and
any agreement hereafter made shall not operate to change, modify, or discharge
this Lease in whole or in part unless such agreement is in writing and signed
by the party sought to be charged therewith.

B. Tenant expressly acknowledges and agrees that Landlord and its
agents have not made and are not making, and Tenant, in executing and
delivering this Lease, is not relying upon, any warranties, representations,
promises or statements, except to the extent that the same are expressly set
forth in this Lease or in any other written agreement which may be made between
the parties concurrently with the execution and delivery of this Lease and
shall expressly refer to this Lease.

C. This Lease shall be governed in all respects by the laws Of the State of
New York.

56. SAVING PROVISION:

If any provision of this Lease, or its application to any situation shall
be invalid or unenforceable to any extent, the remainder of this Lease, or the
application thereof to situations other than that as to which it is invalid or
unenforceable, shall be not affected thereby, and every other provision of this
Lease shall be valid and enforceable to the fullest extent permitted by Law.

57. LEASE NOT BINDING UNLESS EXECUTED:

Submission by Landlord of the within Lease for execution by Tenant, shall
confer no rights nor impose any obligations on either party unless and until
both Landlord and Tenant shall have executed this Lease and duplicate originals
thereof shall have been delivered to the respective parties.

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58. ASSIGNMENT AND SUBLETTING, MORTGAGING:

A. Tenant, for itself, its heirs, distributees, executors,
administrators, legal representatives, successors and assigns, expressly
covenants that it shall not assign, or mortgage or otherwise encumber, all or
any part of its interest in this Lease, sublet the Demised Premises, in whole
or in part, or suffer or permit the Demised Premises or any part thereof to be
used by others, without the prior written consent of Landlord in each instance.

B. If Tenant shall desire to assign its interest in this Lease or to
sublet the Demised Premises, the Tenant shall submit to Landlord a written
request for Landlord's consent to such assignment or subletting, which request
shall be accompanied by the following information: (i) the name and address of
the proposed assignee or subtenant; (ii) the terms and conditions of the
proposed assignment or subletting; (iii) the nature and character of the
business of the proposed assignee or subtenant and its proposed use of the
Demised Premises; and (iv) current financial information and any other
information Landlord may reasonably request with respect to the proposed
assignee or subtenant. Landlord, by notice given to Tenant within thirty (30)
days after receipt of Tenant's request for consent, may terminate this Lease on
a date to be specified in said notice (the "Termination Date"), which date
shall be not earlier than one (1) day before the effective date of the proposed
assignment or subletting nor later than sixty-one (61) days after said
effective date. Tenant shall vacate and surrender the Demised Premises on or
before the Termination Date and the term of this Lease shall end on the
Termination Date as if it were the Expiration Date.

C. If Landlord shall not exercise its option to terminate this Lease
pursuant to subsection B above, Landlord shall not unreasonably withhold its
consent to the proposed assignment or subletting for the use permitted in this
Lease, provided that:

(1) The Demised Premises shall not, without Landlord's prior
consent, have been listed or otherwise publicly advertised for assignment or
subletting at a rental rate lower than the higher of (a) the Fixed Annual Rent
and all Additional Rent then payable, or (b) the then prevailing rental rate
for other space in the Building;

(2) Tenant shall employ, as exclusive renting agent for subletting
and assignment of this Lease, having the sole and exclusive right to lease,
Landlord's management agent for the Building or such broker as shall be
approved by Landlord;

(3) Tenant shall not then be in default hereunder beyond the
expiration of any applicable grace period;

(4) the proposed assignee or subtenant shall have a financial
standing, be of a character, be engaged in a business, and propose to use the
Demised Premises, in a manner in keeping with the standards of the Building;

(5) the proposed assignee or subtenant shall not then be a tenant,
subtenant or assignee of any space in the Building, nor shall the proposed
assignee or subtenant be a person or entity with whom Landlord is then
negotiating to lease space in the Building;

(6) the character of the business to be conducted in the Demised
Premises by the proposed assignee or subtenant shall not be likely to
substantially increase operating expenses or Building energy costs;

(7) in case of subletting, the subtenant shall be expressly subject
to all of the obligations of Tenant under this Lease and the further condition
and restriction that such sublease

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<PAGE> 20

shall not be assigned, encumbered or otherwise transferred or the Demised
Premises further sublet by the subtenant in whole or in part, or any part
thereof suffered or permitted by the subtenant to be used or occupied by
others, without the prior written consent of Landlord in each instance;

(8) no subletting shall end later than one (1) day before the
Expiration Date nor shall any subletting be for a term of less than two (2)
years unless it commences less than two (2) years before the Expiration Date;

(9) no subletting shall be for less than the entire Demised
Premises;

(10) Tenant shall reimburse Landlord on demand for any costs,
including reasonable attorneys' fees and disbursements, that may be incurred by
Landlord in connection with said assignment or sublease; and

(11) Tenant and its subtenant shall execute and deliver an agreement
in form and substance satisfactory to Landlord in its sole discretion that
provides that upon default by Tenant in the payment of any rent or additional
rent pursuant to this Lease, Subtenant shall, at Landlord's option, pay any
rent and additional rent due under the sublease to Landlord, who shall offset
same against Tenant's obligation herein, and any amount so paid shall be offset
by Tenant as sublandlord against the obligations of the subtenant to Tenant.

(12) Notwithstanding any contrary or inconsistent provisions of this
Lease, in no event shall any sublessee or assignee of all or any portion of the
Demised Premises pursuant to this Lease utilize any portion of the Demised
Premises for any (a) telemarketing operation, (b) use by any government agency,
bureau or department, (c) guard service, (d) messenger or delivery service, (e)
immigration service, (f) school, (g) clinic, (h) medical use of any kind, (i)
hospital, (j) social service organization or (k) personnel or employment
agency.

If there is a dispute between Landlord and Tenant as to the
reasonableness of Landlord's refusal to consent to any subletting or
assignment, such dispute shall be determined by arbitration in the City of New
York in accordance with the prevailing rules of the American Arbitration
Association. The arbitrators shall be bound by the provisions of this Lease
and shall not add to, subtract from, or otherwise modify such provisions.
Notwithstanding any contrary provisions hereof, Tenant hereby waives any claim
against Landlord for money damages which it may have based upon any assertion
that Landlord has unreasonably withheld or unreasonably delayed any consent to
any assignment or a subletting pursuant to this Article. Tenant agrees that its
sole remedy shall be an action or proceeding to enforce such provision or for
specific performance.

D. Every subletting hereunder is subject to the express condition, and
by accepting a sublease hereunder each subtenant shall be conclusively deemed
to have agreed, that if this Lease should be terminated prior to the Expiration
Date or if Landlord should succeed to any portion of Tenant's estate in the
Demised Premises, then at Landlord's election such subtenant shall either
surrender that portion of the Demised Premises to Landlord within sixty (60)
days of Landlord's request therefor, or shall attorn to and recognize Landlord
as such subtenant's landlord under such sublease, and such subtenant shall
promptly execute and deliver any instrument Landlord may reasonably request to
evidence such attornment.

E. Tenant shall deliver to Landlord a copy of each sublease or
assignment made hereunder within ten (10) days after the date of its execution.
Tenant shall remain fully liable for the

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<PAGE> 21

performance of all of Tenant's obligations hereunder notwithstanding any
subletting or assignment provided for herein and, without limiting the
generality of the foregoing, shall remain fully responsible and liable to
Landlord for all acts and omissions of any subtenant, assignee or anyone
claiming by, through or under any subtenant or assignee which shall be in
violation of any of the obligations of this Lease, and any such violation shall
be deemed to be a violation by Tenant. Notwithstanding any assignment and
assumption by the assignee of the obligations of Tenant hereunder, Tenant
herein named, and each immediate or remote successor in interest of Tenant
herein named, shall remain liable jointly and severally (as a primary obligor)
with its assignee and all subsequent assignees for the performance of Tenant's
obligations hereunder, and shall remain fully and directly responsible and
liable to Landlord for all acts and omissions on the part of any assignee
subsequent to it in violation of any of the obligations of this Lease.

F. Notwithstanding anything to the contrary contained in this Lease, no
assignment of Tenant's interest in this Lease shall be binding upon Landlord
unless the assignee, and, if the assignee is a partnership, the individual
partners thereof, shall execute and deliver to Landlord an agreement, in
recordable form, whereby such assignee agrees unconditionally to be personally
bound by and to perform all of the obligations of Tenant hereunder and further
expressly agrees that notwithstanding such assignment the provisions of this
Article shall continue to be binding upon such assignee with respect to all
future assignments and transfers.

G. If Landlord shall have consented to any assignment or subletting, or
if there is any transfer of this Lease by operation of law or otherwise, and if
Tenant shall receive any consideration from Its assignee or subtenant for or in
connection with the assignment of Tenant's interest in this Lease or the
subletting of the Demised Premises, as the case may be (including, but not
limited to, sums paid for the sale or rental of Tenant's fixtures, leasehold
improvements, equipment, furniture or other personal property less, in the case
of a sale thereof, the then net unamortized or undepreciated cost thereof
determined on the basis of Tenant's federal income tax returns) or, if Tenant
shall sublet the Demised Premises at a rental rate (including additional rent)
which shall exceed the Fixed Annual Rent and Additional Rent hereunder, Tenant
shall pay to Landlord, as additional rent the full amount of such excess.

*H. Any transfer, by operation of law or otherwise, of the interest of
Tenant in this Lease (in whole or in part) or of a fifty percent (50%) or
greater interest in Tenant (whether stock, partnership interest or otherwise)
shall be deemed an assignment of this Lease within the meaning of this Article.
(The issuance of shares of such stock to other than the shareholders of Tenant
existing as of the date of this Lease shall be deemed to be a transfer of such
stock for the purposes of this Article) . If there has been a previous transfer
of less than fifty percent (50%) interest in Tenant, any other transfer of an
interest in Tenant shall be deemed an assignment of the interest of Tenant in
this Lease within the meaning of this Article. Anything contained herein to
the contrary notwithstanding, the provisions of this section H shall not apply
to the sale of shares by persons other than those deemed "insiders" within the
meaning of the Securities Exchange Act of 1934, as amended, where such sale is
effected through any recognized exchange or through the "over-the-counter
market", unless the same be related to, result in or be the result of any
merger, consolidation, tender offer, takeover or other activity involving the
acquisition of control of Tenant by another unrelated corporation or legal
entity. All references to "Tenant" in this section H shall also be deemed to
refer to any immediate or remote subtenant or assignee of Tenant.

* This provision shall not apply to any initial public offering of Tenant's
Capital Stock or with respect to any transfer of Tenant's stock on any
recognized securities exchange shall not be deemed an assignment under this
lease.

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I. In the event that Tenant fails to execute and deliver any assignment
or sublease to which Landlord consented under the provisions of this Article
within forty-five (45) days after the giving of such consent, then Tenant shall
again comply with all of the provisions of this Article before assigning its
interest in this Lease or subletting the Demised Premises.

J. The consent of Landlord to an assignment or a subletting shall
not relieve Tenant from obtaining the express consent in writing of Landlord to
any further assignment or subletting.

K. If Tenant's interest in the Lease be assigned, or if the Demised
Premises or any part hereof be sublet or occupied by anyone other than Tenant,
Landlord may collect rent from the assignee, subtenant or occupant and apply
the net amount collected to the Fixed Annual Rent and all Additional Rent
herein reserved, but no such assignment, subletting, occupancy or collection
shall be deemed a waiver of the provisions of this Article or of any default
hereunder or the acceptance of the assignee, subtenant or occupant as Tenant,
or a release of all of the covenants, conditions, terms and provisions on the
part of Tenant to be performed or observed.

59. TENANT'S CERTIFICATE:

Tenant shall, without charge, at any time and from time to time within
ten (10) days after request by Landlord certify by written instrument, duly
executed, acknowledged and delivered, to any mortgagee, assignee or purchaser,
or any proposed mortgagee, assignee of any mortgage or purchaser, or any other
person, firm or corporation specified by Landlord.

(a) That this Lease is unmodified and in full force and effect (or, if
there has been modification, that the same is in full force and
effect as modified and stating the modification);

(b) whether or not to the Tenant's knowledge there are any existing
claims against the Landlord or any defenses, which would prohibit or
prevent the Landlord from enforcing the provisions of the Lease; and

60. LANDLORD'S MANAGING AGENT:

Tenant agrees that all of the representations, warranties, waivers and
indemnities made in this Lease by Tenant for the benefit of the Landlord shall
inure to the benefit of the Landlord's managing agent, its officers, directors,
employees and independent contractors.

61. LANDLORD'S COSTS BY TENANT'S DEFAULTS:

If Landlord, as a result of a default by Tenant of any of the provisions
of this Lease, including the covenants to pay rent and/or additional rent,
makes any expenditure or incurs any obligations for the payment of money,
including but not limited to attorney's fees, in instituting, prosecuting or
defending any action or proceeding, such sums so paid or obligations so
incurred with interest and costs shall be deemed to be additional rent
hereunder and shall be paid by Tenant to Landlord within five (5) days of
rendition of any bill or statement to Tenant therefore, and if any expenditure
is incurred in collecting such obligations, such sum shall be recoverable by
Landlord as additional damages.

62. SPECIAL SERVICES:

Upon Tenant's request, Landlord or its managing agent may, but, except as
otherwise expressly provided in this Lease, shall

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<PAGE> 23

not be obligated to, perform or cause to be performed for Tenant from time to
time various construction, repair and maintenance work, moving services and
other -types of work or services In or about the Demised Premises and the
building. If such work or services shall be performed for Tenant, Tenant
agrees to pay therefor, at Landlord's option, either the standard charges of
Landlord or its managing agent in effect from time to time, if any, or the
amount agreed to be paid for such services. Tenant agrees to pay all such
charges within ten (10) days after Landlord or Landlord's managing agent has
submitted a bill therefor and, unless otherwise expressly provided in writing,
such charges shall be payable as additional rental under this Lease and in the
event of a default hereunder Landlord shall have the same remedies that
Landlord would have in the event of default in the payment of annual rental.

63. MODIFICATION FOR MORTGAGE:

If, in connection with obtaining financing or refinancing for the
Building of which the Demised Premises form a part, a banking, insurance or
other institutional lender shall request reasonable modifications to this Lease
as a condition to such financing or refinancing, Tenant will not unreasonably
withhold, delay or defer its consent thereto, provided that such modifications
do not increase the obligations of Tenant hereunder (except, perhaps, to the
extent that Tenant may be required to give notices of any defaults by Landlord
to such lender and/or permit the curing of such default by such lender with the
granting of such additional time for such curing as may be required for such
lender to get possession of the said Building) or adversely affect the
leasehold interest hereby created.

64. CLEANING & RUBBISH REMOVAL:

Tenant, at its expense, and in a manner satisfactory to Landlord, shall
cause the Demised Premises thereof to be kept clean. Tenant shall utilize for
such cleaning only persons as designated by Landlord (in Landlord's sole
discretion). Landlord hereby designates First Quality Maintenance Ltd. as its
designated cleaning contractor. The cleaning of the Demised Premises shall
include but is not limited to all waxing, polishing, lamp replacement, cleaning
and maintenance work. Tenant shall, at Tenant's expense, remove all Tenant's
rubbish and trash to such area of the Building and at such time as Landlord
shall designate, and Tenant shall at Tenant's expense employ the carting
company designated by Landlord to dispose of such trash or rubbish.

65. EXTERMINATION:

Tenant, at its sole cost and expense, shall maintain such extermination
services as are necessary to keep the Demised Premises free of pests and vermin
at all times. Tenant shall utilize for such extermination services only
contractors designated by Landlord in Landlord's sole discretion.

66. ODORS:

A. Tenant shall not permit any unusual or obnoxious odors to emanate
from the Demised Premises. Tenant will, within five (5) days after written
notice from Landlord, install at its own cost and expense, reasonable control
devices or procedures to eliminate such odors, if any. In the event such
condition is not remedied@ within said five-day period, Landlord may, at its
discretion, either (a) cure such condition and thereafter add the cost and
expense incurred by Landlord therefor to the next monthly rental to become due
and Tenant shall pay. said amount as additional rent; or (b) treat such failure
on the part of Tenant to eliminate such obnoxious odors as a material default
hereunder entitling Landlord to any of its remedies pursuant to the terms of
this Lease. Landlord shall have the right to enter the Demised Premises at any

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<PAGE> 24

time to inspect the same and ascertain whether they are clean and free of odors.

B. Tenant covenants that it will hold Landlord harmless against all
claims, damages or causes of action for damages arising after the commencement
of the term of this Lease and will indemnify Landlord for all such suits,
orders or decrees and permeation from the Demised Premises of unusual or
objectionable odors, and Tenant shall further covenant to pay any attorney's
fees or other legal expenses made necessary in connection with any claim or
suit as aforesaid.

C. In the event Landlord requires Tenant to install reasonable control
devices or procedures to eliminate such odors, the material, size and location
of such installations shall be subject to Landlord's prior written approval.
Such work shall not be commenced until plan and specifications therefor have
been submitted to and approved by Landlord.

67. FLOOR LOADS:

Tenant shall not place a load upon any floor of the Demised Premises
exceeding the floor load per square foot area which it was designed to carry
and which is allowed by law. Tenant agrees to position all machines safes,
business machines, printing equipment or other mechanical equipment in such
locations as to minimize noise and vibration emanating therefrom. All of such
installations shall be placed and maintained by Tenant, at Tenant's sole
expense, in setting sufficient, in landlord's sole judgment, to absorb and
prevent vibration, noise and annoyance to other Tenants in Landlord's building.

All of such machines and/or equipment installed by Tenant in the Demised
Premises will not at any time be in violation of existing laws affecting the
Demised Premises or in violation of the Certificate of Occupancy issued for the
building of which the Demised Premises are a part.

68. AIR CONDITIONING & VENTILATION:

A. Tenant shall be permitted the use of and to operate the air
conditioning equipment, if any, serving the Demised Premises (the "Air
Conditioning Unit"). Tenant acknowledges and agrees that the Air Conditioning
Unit is Landlord's property, however, Tenant shall, nevertheless, keep,
maintain, repair, restore and replace the Air Conditioning Unit and all of the
ducts, dampers, registers, grilles and appurtenances utilized in connection
therewith; and, in addition, Tenant shall at all times during the term hereof
contract for and maintain regular service of said Air Conditioning unit and
related equipment with a recognized maintenance company and shall forward to
Landlord duplicate executed original copies of such contract and all renewals
and modifications thereof. Said contract shall include the thorough
overhauling of the system at least once each year and shall be kept in full
force and effect during the term of this Lease by Tenant. If Tenant fails to
make such repairs, restoration or replacement to, and maintain, such Air
Conditioning Unit and related equipment; or if Tenant fails to obtain or keep
the aforesaid service contract in force and effect, the same may be made,
performed, obtained or maintained by Landlord at the expense of Tenant and
such expense shall be collectible as additional rent and shall be paid by
Tenant within fifteen (15) days after rendition of a bill therefor. Any
restoration or replacement of all or any part of the Air Conditioning Unit and
related equipment shall be in quality and class equal to the original work of
installations.

B. Use of the Demised Premises, or any part thereof, to a manner
exceeding the design conditions thereof (including occupancy and connected
electrical load) for heating and/or air conditioning service in the Demised
Premises, or rearrangement of partitioning

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<PAGE> 25

which interferes with normal heating and/or air conditioning service in the
Demised Premises, or the use of computer or data processing machines, may
require changes in the systems servicing the Demised Premises. Such changes so
occasioned, shall be made by Tenant, at Tenant's expense. Tenant agrees to
lower and keep closed the venetian blinds or other window coverings in the
Demised Premises whenever required for the proper operation of the air
conditioning service. No supplemental heating, ventilating or air conditioning
equipment shall be installed or utilized by Tenant in the Demised Premises
without Landlord's prior consent.

C. No diminution or claim of constructive eviction shall or will be
claimed by Tenant by reason of any interruption, curtailment or suspension of
the air conditioning system.

69. GOVERNMENTAL REGULATIONS:

If, at any time during the term of this lease, Landlord expends any sums
for alterations or improvements to the building which are required to be made
pursuant to any law, ordinance or governmental regulation, or any portion of
such law, ordinance or governmental regulation, which becomes effective after
the date hereof, Tenant shall pay to Landlord, as additional rent, the same
percentage of such cost as is set forth in the provision of this lease which
required Tenant to pay increases in Real Estate Taxes, within ten (10) days
after demand therefor. if, however, the cost of such alteration or improvement
is one which is required to be amortized over a period of time pursuant to
applicable governmental regulations, Tenant shall pay to Landlord, as
additional rent, during each year in which occurs any part of the lease term,
the above-stated percentage of the reasonable annual amortization of the cost
of the alteration or improvement made. For the purposes of this Article, the
cost of any alteration or improvement made shall be deemed to include the cost
of preparing any necessary plans and the fees for filing such plans.

70. CONDITIONAL LIMITATION:

A. If Tenant shall default in the payment of the rent reserved herein,
or any item of additional rent herein mentioned, or any part of either during
any two months, whether or not consecutive, in any twelve (12) month period,
and (i) such default continued for more than five (5) days after written notice
of such default by Landlord to Tenant, and (ii) Landlord, after the expiration
of such five (5) day grace period, served upon Tenant petitions and notices of
petition to dispossess Tenant by summary proceedings in each such instance,
then, notwithstanding that such defaults may have been cured prior to the entry
of a judgment against Tenant, any further default in the payment of any money
due Landlord hereunder which shall continue for more than five (5) days after
Landlord shall give a written notice of such default shall be deemed to be
deliberate and Landlord may thereafter serve a written three (3) days' notice
of cancellation of this Lease and the term hereunder shall end and expire as
fully and completely as if the expiration of such three (3) day period were the
day herein definitely fixed for the end and expiration of this Lease and the
term thereof, and Tenant shall then quit and surrender the Demised Premises to
Landlord, but Tenant shall remain liable as elsewhere provided in this Lease.

B. In addition , if Tenant shall have defaulted in the performance of the
same or a substantially similar covenant hereunder, other than a covenant for
the payment of rent or additional rent, twice during any consecutive twelve
(12) month period and Landlord, in each case, shall have given a default notice
in respect of such default, then, regardless of whether Tenant shall have cured
such defaults within any applicable grace period, if Tenant shall again default
in respect of the same or a substantially similar covenant hereunder within a
twelve (12) month period after Landlord gave the second such default notice,

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Landlord, at its option, and without further notice to Tenant or opportunity
for Tenant to cure such default, may elect to cancel this Lease by serving a
written three (3) days' notice of cancellation of this Lease and the term
hereunder shall end and expire as fully and completely as if the expiration of
such three (3) day period were the day herein definitely fixed for the end and
expiration of this Lease and the term hereof, and Tenant shall then quit and
surrender the Demised Premises to Landlord, but Tenant shall remain liable as
elsewhere provided in this Lease.

71. HOLD-OVER:

If Tenant holds over in possession after the expiration or sooner
termination of the original term or of any extended term of this Lease, such
holding over shall not be deemed to extend the term or renew the Lease, but
such holding over thereafter shall continue upon the covenants and conditions
herein set forth except that the charge for use and occupancy of such holding
over for each calendar month or part thereof (even if such part shall be a
small fraction of a calendar month) shall be the sum of:

(a) 1/12 of the highest annual rent rate set forth on page one of this
Lease, times 2.5, plus

(b) 1/12 of the net increase, if any, in annual fixed rental due solely
to increases in the cost of the value of electric service furnished
to the premises in effect on the last day of the term of the Lease,
plus

(c) 1/12 of all other items of annual additional rental, which annual
additional rental would have been payable pursuant to this Lease had
this lease not expired, plus

(d) those other items of additional rent (not annual additional rent)
which would have been payable monthly pursuant to this Lease, had
this lease not expired,

which total sum Tenant agrees to pay to Landlord promptly upon demand, in full,
without set-off or deduction. Neither the billing nor the collection of use
and occupancy in the above amount shall be deemed a waiver of any right of
Landlord to collect damages for Tenant's failure to vacate the Demised Premises
after the expiration or sooner termination of this Lease. The aforesaid
provisions of this Article shall survive the expiration or sooner termination
of this Lease.

72. LIMITATION ON RENT:

If at the commencement of, or at any time during the term of this Lease,
the rent reserved in this Lease is not fully collectible by reason of any
Federal, State, County or City law, proclamation, order or regulation, or
direction of a public officer or body pursuant to law, Tenant agrees to take
such steps as Landlord may request to permit Landlord to collect the maximum
rents which may be legally permissible from time to time during the continuance
of such legal rent restriction (but not in excess of the amounts reserved
therefor under this Lease). Upon the termination of such legal rent
restriction, Tenant shall pay to Landlord, to the extent permitted by law, an
amount equal to (a) the restriction less (b) the rents paid by Tenant to
Landlord during the period such legal rent restriction was in effect.

73. BUILDING DIRECTORY:

At the written request of Tenant, Landlord shall list on the building's
directory the name of Tenant, any trade name under which Tenant has the right
to operate, any other entity permitted to occupy any portion of the Demised
Premises under the terms of this Lease, up to a maximum of three (3) listings
without charge to the Tenant. If requested by Tenant, Landlord may (but shall
not be

17
<PAGE> 27

required to) list the name of Tenant's subsidiaries and affiliates; however,
the listing of any name other than that of Tenant shall neither grant such
party or entity any right or interest in this lease or in the Demised Premises
nor constitute Landlord's consent to any assignment or sublease to, or
occupancy of the Demised Premises by, such party or entity. Except for the
name of Tenant, any such listing may be terminated by Landlord, at any time,
without notice.

74. ADDITIONAL RENT:

All payments other than the annual rental to be made by Tenant pursuant
to this Lease shall be deemed additional rent and, in the event of any
nonpayment thereof, Landlord shall have all rights and remedies provided for
herein or by law for nonpayment of rent. Tenant shall have fifteen (15) days
from its receipt of any additional rent statement to notify Landlord, by
certified mail, return receipt requested, that it disputes the correctness of
such statement. After the expiration of such fifteen (15) day period, such
statement shall be binding and conclusive upon Tenant. If Tenant disputes the
correctness of any such statement, Tenant shall, as a condition precedent to
its right to contest such correctness, make payment of the additional rent
billed, without prejudice to its position. If such dispute is finally
determined in Tenant's favor, Landlord shall refund to Tenant the amount
overpaid.

75. INTENTIONALLY OMITTED

76. SIGNAGE:

The Tenant shall not, without the prior written consent of the Landlord,
install nor continue the use of any signs on the windows of the Demised
Premises or on the door or in the hallways on the floor on which the Demised
Premises are located. The Tenant shall submit to the Landlord a rendering of
any new proposed sign which shall be uniform to those in the building. If the
Landlord gives its consent to a sign as provided for in this paragraph the
Tenant, at the Tenant's own cost and expense, shall keep such sign in good and
working condition. In addition, the Tenant shall pay, at its own cost and
expense, the Landlord's cost of the sign and its installation, plus a 15%
administrative charge.

77. MECHANIC'S LIEN:

A. Notice is hereby given that the Landlord shall not, under any
circumstances, be liable to pay for any work, labor or services rendered or
materials furnished to or for the account of the Tenant upon or in connection
with the Demised Premises, and that no mechanic's or other liens for work,
labor or services rendered or materials furnished to or for the account of the
Tenant shall, under any circumstances, attach to or affect the reversionary or
other estate or interest of the Landlord in or to the Demised Premises or in
and to any alterations, repairs or improvements to be erected or made thereon.

B. The Tenant shall not suffer nor permit, during the term hereby
granted, any mechanic's or other liens for work, labor, services or materials
rendered or furnished to or for the account of the Tenant upon or in connection
with the Demised Premises or to any improvements erected or to be erected upon
the same, or any portion thereof; and it is understood that Tenant shall obtain
and deliver unconditional written waivers of mechanic's liens as specifically
set forth in Article 3 of the printed form hereof. Nevertheless, Tenant shall
hold the Landlord and the Demised Premises harmless from all liens or charges,
of whatever nature or description, arising from, or in consequence of, any
alterations or improvements that the Tenant shall make, or cause to be made,
upon the Demised Premises.

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<PAGE> 28

C. If a notice of mechanic's lien be filed against the Demised Premises
for labor or materials alleged to have been furnished, or to be furnished at
the Demised Premises to or for the Tenant or to or for someone claiming under
the Tenant; and if the Tenant shall fail to take such action as shall cause
such lien to be discharged within five (5) business days after the filing of
such notice; the Landlord may pay the amount of such lien or discharge it by
deposit or by bonding proceeding, and in the event of such deposit or bonding
proceedings, the Landlord may require the lienor to prosecute an appropriate
action to enforce the lienor's claim. In such case, the Landlord may pay any
judgment recovered on such claim. Any amount paid or expense incurred by the
Landlord, as in the clause provided, and any expense incurred or sum of money
paid by the Landlord by reason of the failure of the Tenant to comply with any
provision of this Lease, or in defending any such action, shall be deemed to be
additional rent for the Demised Premises, and shall be due and payable by the
Tenant to the Landlord on the first day of the next following month or at the
option of the Landlord, on the first day of any succeeding month. The receipt
by the Landlord of any installment of the regular stipulated rent hereunder or
any of such additional rent shall not be a waiver of any other additional rent
then due.

78. TENANT'S LIABILITY FOR CONSTRUCTION:

A. That in the event the Tenant performs any construction or
alterations at the Demised Premises, Landlord shall not be responsible for any
structural defect, latent or otherwise, in the premises, any equipment therein,
or for the removal of asbestos or change of conditions elsewhere in the
building or in the premises resulting from Tenant's construction or alteration,
or for any damages to same or to goods or things contained or placed thereon or
in the vicinity thereof.

B. Tenant will indemnify and save Landlord harmless from and against
any and all liabilities, obligations, damages, penalties, claims, costs, charges
and expenses including reasonable attorney's fees, which may be imposed upon
or incurred by or asserted against Landlord by reason of any of the following
occurring during the terms of this Lease:

(i) any work or thing done by Tenant or any agent, contractor,
employee, licensee or invitee of Tenant in, on or about the Demised Premises or
any part thereof;

(ii) any use, non-use, possession, occupation, condition, operation,
maintenance or management by Tenant of the Demised Premises;

(iii) all fines, suits, proceedings, claims, demands and actions
of any kind or nature whatsoever brought by anyone whomsoever arising or
growing out of or in any wise connection with the Tenant's use, operation and
maintenance of the Demised Premises;

(iv) any accident, injury, or damage to any person or property
occurring in the Demised Premises or any part thereof;

(v) any failure on the part of Tenant to perform or comply with any
of the agreements, terms, or conditions contained in this Lease on its part to
be performed or complied with. In the event that any action or proceeding
shall be brought by Landlord by reason of any claim covered by this paragraph,
Tenant, upon written notice from Landlord, will at Tenant's sole cost and
expense resist or defend the same; and

(vi) Tenant has been advised that Landlord makes no representation
as to the load bearing capacity of the structure.

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<PAGE> 29

79. TENANT'S WORK:

Prior to the Tenant commencing any work respecting any alteration or
improvement at the Demised Premises, Tenant shall satisfy each and every
conditions set forth below.

(1) Tenant shall, at its sole cost and expense, supply Landlord with
professionally prepared plans and specifications. Landlord hereby reserves the
right to require certain revisions of such plans and specifications respecting
the design and/or cosmetic features reflected therein, but further agrees not
to unreasonably delay or withhold its consent for Tenant to be able to proceed
with the anticipated work reflected on said plans and specifications.

(2) Subsequent to the delivery and approval by Landlord of Tenant's
plans and specifications, Tenant shall employ its own contractor in connection
with the construction to be performed at the Demised Premises in accordance
with those approved plans and specifications. Tenant agrees that all work to
be performed shall be done in accordance with good and sound building standards
and shall be further performed in a professional workmanlike manner. All of
the Tenant's work shall be done in accordance with all governmental
regulations, with the Tenant being responsible at its own cost and expense for
obtaining permits and approvals, including asbestos inspection and removal, if
necessary, as well as sign-offs and compliance with the other provisions of
this Lease. Furthermore, Tenant agrees that all work to be performed by any of
the trades employed shall in no way affect work being performed at the building
by Landlord, or any other tenant, subtenant or occupant of the Building Project
(collectively, "Landlord's Authorized Entities"), or any of the unions of which
any of Landlord's Authorized Entities' contractors' employees may be members.

(3) Tenant shall provide Landlord with a payment and completion bond
covering any work to be performed by Tenant which runs in favor of Landlord,
and shall further issue to Landlord a hold harmless and indemnification
agreement relative to such proposed work.

(4) Tenant shall provide insurance coverage in amounts satisfactory to
Landlord and satisfactory to Landlord's lender which shall protect Landlord's
interest during the course of construction and, in addition thereto, Tenant
shall provide Landlord with a Certificate of Insurance reflecting such
coverage, and the naming of Landlord and Landlord's lender as additional
insureds.

In the event Tenant shall violate any of the above provisions, same shall
be considered a material breach under this Lease and Landlord shall be entitled
to immediately avail itself of all legal remedies that it is entitled to with
respect to such breach.

80. INTENTIONALLY OMITTED

81. OPTION TO CANCEL:

Landlord shall have the right to cancel this Lease effective as of any date
after July 31, 1997 by written notice given to Tenant no later than one hundred
eighty (180) days prior to said effective date.

82. INTENTIONALLY OMITTED

83. USE AND OCCUPANCY:

Tenant shall use and occupy the Demised Premises in a high-class manner in
accordance with Article 2 hereof.

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<PAGE> 30

Tenant agrees that Landlord shall have the right to prohibit the continued
use by Tenant of any method of business operation, advertising or displays if,
in Landlord's opinion, the continued use thereof would impair the reputation of
the building in which the Demised Premises are located, or is otherwise out of
harmony with the general character thereof, and upon notice from Landlord,
Tenant shall forthwith refrain from or discontinue such activities. The
parties agree that any breach by Tenant of the provisions of this Article shall
constitute a material breach of this Lease on the part of the Tenant hereunder
which if not cured within three (3) days after notice from Landlord, shall, in
addition to all other rights and/or remedies available to Landlord under this
Lease or in law or in equity, constitute an event of default as defined in
Article 17 of this Lease.

84. SPECIAL PROVISIONS RE COURT ORDER:

The term of this lease shall be deemed to expire at the end of the fifth
(5th) year thereof unless an order of the Supreme Court of the State of New
York, the United States District Court, Southern District of New York, or other
applicable court is entered authorizing the Landlord to enter into a lease for
the entire term as set forth on page one of the printed form hereof.

85. MISCELLANEOUS PROVISIONS:

A. Prior to Tenant or any subtenant of Tenant moving out of the
Building, Tenant or such subtenant shall pay to Landlord a sum of money equal
to Landlord's estimate of costs which Landlord will incur in connection with
such move-out including, without limitation, payroll costs for freight
elevators operators and other building personnel. No move-out shall be
effected prior to such payment.

B. Tenant shall not permit any animals to be brought into any portion of
the Demised Premises or the building of which same form a part by Tenant or any
employee, servant, contractor or invitee of Tenant.

86. ADDITIONAL DEFAULT REMEDIES:

It is hereby agreed that in the event of the termination of this Lease
pursuant to the provisions of Article 17, notwithstanding the provisions of
Article 18, that Landlord shall, at Landlord's option, forthwith be entitled to
recover from Tenant as and for liquidated damages with respect to any such
lease termination, an amount equal to the rent reserved hereunder for the
unexpired portion of the term demised. In the computation of such damages, all
rent payable hereunder after the date of termination, shall be discounted from
the date installments of rent would be due hereunder if this lease had not been
terminated to the date of payment at the rate of four (4%) percent per annum.
In the event that the premises demised hereunder are relet after the date of
such termination and the date of the collection of the aforesaid liquidated
damages, then Landlord agrees that on the date (the "Normal Expiration Date")
which would otherwise have been the normal expiration of this lease but for the
termination of this lease pursuant to the provisions of Article 17, Landlord
shall pay to Tenant a sum equal to the fixed annual rent actually paid Landlord
(exclusive of any escalation payments, tax payments, fuel payments, operating
costs payments, percentage payments and the like whether denominated as rent or
otherwise) from the date of such termination to the Normal Expiration Date,
less any and all expenses of any type, kind or nature incurred by Landlord in
connection with the reletting of the Demised Premises whether foreseen or
unforeseen and whether ordinary or extraordinary as conclusively determined by
Landlord, provided, however, that such payment shall in no event exceed the
amount of liquidated damages actually paid by Tenant as aforesaid. The
foregoing, however, shall not imply any obligation upon Landlord to relet the
premises

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<PAGE> 31

demised hereunder in the event of any termination pursuant to the provisions of
Article 17, nor shall it constitute Landlord as Tenant's agent with respect to
any reletting of such premises demised hereunder. Nothing herein contained
shall, however, limit or prejudice the right of Landlord to prove for and
obtain as liquidated damages by reason of any such termination an amount equal
to the maximum allowed by any statute or rule of law in effect at the time
when, and governing the proceedings in which, such damages are to be proved,
whether or not such amount be greater than, equal to, or less than the amount
referred to above.

87. REPLACEMENT SPACE:

Tenant covenants and agrees that Landlord shall have the absolute and
unqualified right, upon notice to Tenant to designate as a replacement for the
Demised Premises that part of any floor in the Building that approximately
corresponds and is reasonably comparable to the Demised Premises. Such notice
shall specify and designate the space to be a replacement for the Demised
Premises. Notwithstanding such replacement, this Lease and all the terms,
provisions, covenants and conditions contained in the Lease shall remain and
continue in full force and effect, except that the Demised Premises shall be
and be deemed to be such replacement space (hereinafter called "Replacement
Space"), with the same force and effect as if the Replacement Space were
specified in this agreement as the Demised Premises.

In the event of the replacement of space as provided in above,

(1) if the Replacement Space has a rentable area less than the
rentable area of the Demised Premises, the annual fixed rent per Article 50 and
the tax escalation percentage per Article 51 from the date that Tenant takes
possession of the Replacement Space shall be decreased pro rata to reflect the
lesser number of rentable square feet in the Replacement Space;

(2) Landlord shall, at Landlord's expenses, prepare the Replacement
Space in substantially the same manner as the Demised Replacement and Tenant
shall have the right to remove any floor covering, wall covering, cabinet work,
and any other decoration in the Demised Premises to the Replacement Space, as
well as telephone lines and any other communication lines to the Replacement
Space;

(3) as soon as Landlord has completed preparing the Replacement
Space as set forth above, Tenant upon five (5) days prior written notice shall
move to the Replacement Space at Landlord's expense, and upon failure of Tenant
to so move to the Replacement Space, Landlord may, as Tenant's agent, remove
Tenant from the Demised Premises to the Replacement Space. Failure of Tenant
to move to the Replacement Space pursuant to this Article 87 shall be deemed a
substantial breach of this Lease; and

(4) upon request from Landlord, Tenant shall supply Landlord with
satisfactory proof of out of pocket expenses reasonably incurred by Tenant in
moving from the Substitute Premises to the Replacement Space, and Landlord
shall, within thirty (30) days of receipt thereof, reimburse Tenant, by way of
a credit or otherwise, for such expenses.

Following such replacement of space Landlord and Tenant shall, promptly at
the request of either party, execute and deliver an agreement setting forth
such substitution of space and the change (if any) in the annual fixed rent,
and rentable area in the appropriate places in this Lease.

<PAGE> 1
EXHIBIT 10.15

GENERAL CREDIT CORPORATION
LOCK-UP AGREEMENT

_____,1996

Barron Chase Securities, Inc.
7700 West Camino Real, Suite 200
Boca Raton, Florida 33433.

Ladies and Gentlemen:

Reference is hereby made to the Underwriting Agreement (the "Underwriting
Agreement") by and between General Credit Corporation, a New York corporation
(the "Company"), and you, as underwriter of the Company's initial public
offering of securities (the "Underwriter"), relating to an underwritten public
offering of shares of the common stock, par value $.0001 per share, of the
Company (the "Common Stock"). In connection with your acting as the
Underwriter and in order to induce you to enter into the Underwriting
Agreement, the undersigned hereby agrees that the undersigned will not,
directly or indirectly, offer, sell, contract to sell, pledge, grant any option
for the sale of, or otherwise dispose or cause the disposition of, any shares
of Common Stock or any securities convertible into or exchangeable or
exercisable for any shares of Common Stock owned by the undersigned, whether
owned on the date hereof or hereafter acquired until the date which is
twenty-four (24) months from the date of the effectiveness of the Registration
Statement on Form SB-2 relating to the public offering of the shares of the
Company's Common Stock.

In furtherance of the foregoing, the Company and American Stock Transfer &
Trust Company, the Company's Transfer Agent and Registrar, are hereby
authorized to decline to make any transfer of securities if such transfer would
constitute a violation or breach of this agreement.

Very truly yours,

<PAGE> 1
EXHIBIT 10.16

EMPLOYMENT CONTRACT

between

GENERAL CREDIT CORPORATION

and

GERALD NIMBERG

<PAGE> 2
TABLE OF CONTENTS

RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE I
RECITALS. . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II
TERM. . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE III
DUTIES. . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE IV
COMPENSATION. . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE V
EXPENSES AND INSURANCE. . . . . . . . . . . . . . . . . . 3

ARTICLE VI
VACATION. . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE VII
DEATH OR DISABILITY DURING EMPLOYMENT . . . . . . . . . . 3

ARTICLE VIII
TERMINATION OF EMPLOYMENT . . . . . . . . . . . . . . . . 4

ARTICLE IX
RESIGNATION . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE X
NON-COMPETITION . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE XI
NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE XII
CONSTRUCTION OF CONTRACT. . . . . . . . . . . . . . . . . 6

ARTICLE XIII
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . 7

<PAGE> 3
EMPLOYMENT CONTRACT

THIS CONTRACT is made and entered into as of this ____ day of _________,
1996 ("Contract"), between GENERAL CREDIT CORPORATION, a New York corporation
("EMPLOYER"), and GERALD NIMBERG ("EMPLOYEE").

R E C I T A L S:

A. EMPLOYEE is the President and Chief Operating Officer of EMPLOYER.

B. EMPLOYEE and EMPLOYER desire to enter into this Contract to
memorialize the employment relationship between EMPLOYER and EMPLOYEE.

NOW, THEREFORE, in consideration of the mutual promises contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto mutually agree as follows:

ARTICLE I
RECITALS

The above stated Recitals are true and correct and are incorporated by
reference into this Contract.

ARTICLE II
TERM

The term (the "Term") of this Contract shall be ten (10) years commencing
on the date of this Contract and ending ten (10) years thereafter unless
terminated earlier as provided herein.

ARTICLE III
DUTIES

A. In General. Upon the terms and subject to the conditions of this
Contract, EMPLOYER hereby employs EMPLOYEE for the Term of this Contract as its
President and Chief Operating Officer. EMPLOYEE shall have the powers and
duties as President and Chief Operating Officer of EMPLOYER as directed by the
Board of Directors, which direction shall be pursuant to reasonable policies
adopted from time to time and communicated by written notice to EMPLOYEE.
EMPLOYEE's duties shall include the management of EMPLOYER's business interests
("Businesses") and such other duties as are consistent with his position (the
"Duties"). During the Term of this Contract and except for illness,
disability, reasonable vacation periods and reasonable leaves of absence,
EMPLOYEE shall devote such portions of his business time, attention, skill and
efforts as is necessary for the faithful performance of the Duties. EMPLOYEE
hereby accepts such employment and, consistent with fiduciary standards which
exist between an employer and an employee, EMPLOYEE shall perform the Duties in
an efficient, trustworthy and businesslike manner.

B. Delegation. Notwithstanding anything to the contrary contained in
this Article III, EMPLOYEE shall have the right and authority to delegate
responsibility to one or more personnel if he and the Board of Directors deem
such delegation appropriate.

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<PAGE> 4
C. Other Activities. EMPLOYEE shall use his best efforts for the
benefit of EMPLOYER by whatsoever activities he deems appropriate to maintain
and improve EMPLOYER's standing in the community generally and among other
members of the industries in which EMPLOYER is from time to time engaged,
including such entertaining for business purposes as he considers appropriate.

ARTICLE IV
COMPENSATION AND LOAN

A. Base Salary, Bonus, and Employee Benefit Plans. For all services
rendered by EMPLOYEE in any capacity during his employment under this Contract
(including any renewals hereof), EMPLOYER shall pay EMPLOYEE as compensation
the sum of the amounts set forth in the following subparagraphs 1. through 3.:

1. Base Salary. During the Term, EMPLOYEE shall be paid the sum of
One Hundred Five Thousand ($105,000) Dollars on an annualized basis, payable
semi-monthly. The base salary shall increase annually by an amount equal to
the percentage increase from the base year (1996) in the U.S. Consumer-Price
Index-U.S. City Average for All Items for all Urban Consumers (1982-1984=100)
published by the Bureau of Labor Statistics, U.S. Department of Labor (the
"Index"). If at any time required for the determination of the base annual
salary adjustment, the Index is no longer published or issued, the parties
shall use such other index as is then generally recognized or accepted for
similar determinations of purchasing power.

2. Bonus. Within the sole discretion of the Board of Directors of
EMPLOYER, EMPLOYEE may receive a bonus.

3. Employee Benefit Plans. EMPLOYEE shall be entitled to
participate in any and all plans, arrangements or distributions by EMPLOYER
pertaining to or in connection with any pension, bonus, profit sharing, stock
options and/or similar benefits and/or health benefits for its regular
employees and/or for its employees and/or for its executives, as determined by
the Board of Directors or committees, pursuant to the governing instruments
which establish and/or determine eligibility and other rights of the
participants and beneficiaries under such plans or other benefit programs.

B. Payments Upon Termination by EMPLOYER for Cause or Voluntary
Unilateral Decision by EMPLOYEE Without Cause. If EMPLOYEE is terminated by
(i) EMPLOYER for Cause (as hereinafter defined); or (ii) voluntary unilateral
decision by EMPLOYEE without Cause (as hereinafter defined), then EMPLOYEE
shall be entitled to (1) base salary pursuant to Paragraph A.1. of Article IV
earned through the date of termination; (2) accrued vacation under Article VI
hereof; and (3) all applicable reimbursements from EMPLOYER due under Article V
hereof, and EMPLOYER shall have no further obligations to EMPLOYEE, hereunder
or otherwise. Notwithstanding anything contained herein to the contrary,
EMPLOYEE shall be terminated only for Cause (as such term is defined in Article
VIII herein).

C. Loan by EMPLOYER to EMPLOYEE. In order to induce EMPLOYEE to enter
into this Contract, EMPLOYER shall loan to EMPLOYEE on the date hereof the sum

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<PAGE> 5
of Two Hundred Fifty Thousand ($250,000) Dollars, which sum, with simple
interest calculated on the basis of the annual rate of 9.25%, shall be repaid
by EMPLOYEE to EMPLOYEE through payroll deductions during a term of ten years,
interest only being payable during the first two years.

ARTICLE V
EXPENSES AND INSURANCE

A. Business Expenses. EMPLOYEE is authorized to incur reasonable
expenses to execute and/or promote the Businesses of EMPLOYER, including, but
not limited to, expenses related to maintenance of professional licenses and
expenses for entertainment, travel (including transportation between EMPLOYEE's
home and New York City), and similar items. EMPLOYER will reimburse EMPLOYEE
for all reasonable travel or other expenses incurred while on business.

B. Insurance. EMPLOYER will provide for EMPLOYEE medical insurance
reasonably satisfactory to EMPLOYEE, his spouse and family dependents.

ARTICLE VI
VACATION

EMPLOYEE will be entitled to four (4) weeks paid vacation annually and
such other time as authorized by the Board of Directors.

ARTICLE VII
DEATH OR DISABILITY DURING EMPLOYMENT

If EMPLOYEE dies or becomes permanently and totally disabled during the
term of the Contract, EMPLOYER shall pay to EMPLOYEE or EMPLOYEE's estate, as
the case may be, the base salary which would otherwise be payable to EMPLOYEE,
for a period of three (3) months after the date on which EMPLOYEE's death or
disability occurred. EMPLOYER shall have no further financial obligations to
EMPLOYEE or his estate, except as otherwise provided in Articles IV and V
hereof.

ARTICLE VIII
TERMINATION OF EMPLOYMENT

A. Termination by EMPLOYEE. EMPLOYEE may terminate his employment with
EMPLOYER at any time upon notice to EMPLOYER for "Cause." For this purpose,
the term "Cause" means an adjudication by a court of competent jurisdiction
that EMPLOYER has materially breached any provision of this Contract; provided,
however, that in the event EMPLOYEE believes that this Contract has been
breached, he shall provide EMPLOYER with written notice of such breach and
provide the EMPLOYER with a thirty (30) day period in which to cure or remedy
such breach.

B. Termination by EMPLOYER. EMPLOYEE's employment may be terminated by
EMPLOYER at any time upon notice to EMPLOYEE for "Cause." For this purpose,
the term "Cause" means:

1. EMPLOYEE's material breach of any provision of this Contract;
provided, however, that in the event EMPLOYER believes that this Contract has
been breached, it shall provide EMPLOYEE with written notice of such breach and

3
<PAGE> 6
provide EMPLOYEE with a thirty (30) day period in which to cure or remedy such
breach;

2. An adjudication by a court of competent jurisdiction that
EMPLOYEE committed an injurious act of fraud or dishonesty against EMPLOYER,
its subsidiaries or affiliates; and

3. The use by EMPLOYEE of an illegal substance, including, but not
limited to, marijuana, cocaine, heroin, and all other illegal substances,
and/or the dependence by EMPLOYEE upon the use of alcohol, which, in any case,
in the opinion of both EMPLOYEE's family physician and a physician chosen by
EMPLOYER, materially impairs EMPLOYEE's ability to perform his Duties
hereunder, which dependence is not cured or rehabilitated, as determined by
EMPLOYEE's physician, within three (3) months of receipt of written notice from
EMPLOYER to EMPLOYEE.

C. Death or Disability. This Contract shall terminate upon the death or
the disability of EMPLOYEE. Termination for death or disability shall not be
termination for Cause. EMPLOYEE or his heirs or estate (as the case may be)
shall be entitled to the compensation provided for termination by death or
disability in this Contract.

D. Termination of Obligations. Upon the resignation of EMPLOYEE or
termination of EMPLOYEE's employment in accordance with the provisions of this
Article VIII, all obligations of EMPLOYEE and EMPLOYER hereunder shall be
terminated except as otherwise provided in this Article VIII and by Article IV
hereof.

4
<PAGE> 7
ARTICLE IX
RESIGNATION

Any termination of employment under this Contract, whether or not
voluntary, will automatically constitute a resignation of EMPLOYEE as an
officer and director of all subsidiaries of EMPLOYER.

ARTICLE X
NON-COMPETITION

A. Non-Competition. While in the employment of EMPLOYER and for the
period of three (3) years thereafter, unless otherwise agreed to in writing by
EMPLOYER, EMPLOYEE will not, directly or indirectly, own, manage, operate,
join, control, be employed by or participate in the ownership, management,
operation or control of, or be connected in any manner with any business
engaged in the business of providing working capital financing to its customers
through the discounted purchase of checks made payable to the order of those
customers, or any factoring or credit card financing or related business in the
same geographic areas in which EMPLOYER is then conducting such business. It
is agreed that each of the cities, counties and other political subdivisions
constituting the geographic areas in which EMPLOYER shall be conducting such
business shall be considered a separate geographic area and a separate covenant
from EMPLOYEE to EMPLOYER and the invalidity of any of such covenants shall not
affect this Contract or any other covenant made hereunder.

B. Remedies. In the event of an actual or threatened breach by the
EMPLOYEE of Paragraph A. of this Article X, EMPLOYER shall be entitled to an
injunction restraining EMPLOYEE from its prohibited conduct. If the court
should hold that the duration and/or scope (geographic or otherwise) of the
covenants contained herein are unreasonable, then, to the extent permitted by
law, the court may prescribe a duration and/or scope (geographic or otherwise),
that is reasonable and the parties agree to accept such determination, subject
to their rights of appeal. Nothing contained herein shall be construed as
prohibiting EMPLOYER or any third party from pursuing any of the remedies
available to it for such breach or threatened breach, including recovery of
damages from EMPLOYEE. In any action or proceeding to enforce the provisions
of this Article X, the prevailing party shall be reimbursed by the other party
for all costs incurred in such action or proceeding, including, without
limitation, all court costs and filing fees and all attorneys' fees, incurred
either at the trial level or at the appellate level. If EMPLOYEE shall be in
violation of any of the restrictive covenants contained in this Contract, then
the time limitation otherwise applicable to such restrictive covenant shall be
extended for a period of time equal to the period of time during which such
breach or breaches occur. If EMPLOYER seeks injunctive relief from such breach
in any court, then the covenant shall be extended for a period of time equal to
the pendency of such proceedings, including all appeals. The existence of any
claim or cause of action by EMPLOYEE against EMPLOYER, whether predicated upon
this Contract or otherwise, shall not constitute a defense to the enforcement
by EMPLOYER of the foregoing restrictive covenant, but shall be litigated
separately.

5
<PAGE> 8
ARTICLE XI
NOTICES

Any notice, request, demand, offer, payment or communication required or
permitted to be given by any provision of this Contract shall be deemed to have
been delivered and given for all purposes if written and if (a) delivered
personally or by courier or delivery service, at the time of such delivery; or
(b) directed by registered or certified United States mail, postage and charges
prepaid, addressed to the intended recipient, at the address specified below,
at such time that the intended recipient or its agent signs or executes the
receipt:

If to EMPLOYER:

GENERAL CREDIT CORPORATION
211 East 70th Street
New York, New York 10021

If to EMPLOYEE:

GERALD NIMBERG
1009 Owl Place
Cherry Hill, NJ 08003

Any party may change the address to which notices are to be mailed by giving
written notice as provided herein to the other party. Commencing immediately
after the receipt of such notice, such newly designated address shall be such
person's address for purposes of all notices or other communications required
or permitted to be given pursuant to this Contract.

ARTICLE XII
CONSTRUCTION OF CONTRACT

A. New York Law. This Contract shall be considered for all purposes a
New York document and shall be construed pursuant to the laws of the State of
New York, and all of its provisions shall be administered according to and its
validity shall be determined under the laws of the State of New York without
regard to any conflict or choice of law issues.

B. Gender and Number. Whenever appropriate, references in this Contract
in any gender shall be construed to include all other genders, references in
the singular shall be construed to include the plural, and references in the
plural shall be construed to include the singular, unless the context clearly
indicates to the contrary.

C. Certain Words. The words "hereof," "herein," "hereunder," and other
similar compounds of the word "here" shall mean and refer to the entire
Contract and not to any particular article, provision or paragraph unless so
required by the context.

D. Captions. Paragraph titles or captions contained in this Contract
are inserted only as a matter of convenience and/or reference, and they shall
in no way be construed as limiting, extending, defining or describing either
the scope or intent of this Contract or of any provision hereof.

6
<PAGE> 9
E. Counterparts. This Contract may be executed in one or more
counterparts, and any such counterpart shall, for all purposes, be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.

F. Severability. The invalidity or unenforceability of any provision
hereunder (or any portion of such a provision) shall not affect the validity or
enforceability of the remaining provisions (or remaining portions of such
provisions) of this Contract.

ARTICLE XIII
MISCELLANEOUS

A. Entire Contract. This Contract (and all other documents executed
simultaneously herewith or pursuant hereto) constitutes the entire agreement
among the parties pertaining to the subject matter hereof, and supersedes and
revokes any and all prior or existing agreements, written or oral, relating to
the subject matter hereof, and this Contract shall be solely determinative of
the subject matter hereof.

B. Restrictive Covenant. In the event the non-competition clause or any
other restrictive covenant of this Contract shall be deemed unenforceable,
invalid or overbroad in whole or in part for any reason, then any court of
competent jurisdiction is hereby authorized, requested and instructed to reform
such provision(s) to provide for the maximum competitive restraints upon
EMPLOYEE's activities (in time and geographic area), which may then be legal
and valid.

C. Waiver. Either EMPLOYER or EMPLOYEE may, at any time or times, waive
(in whole or in part) any rights or privileges to which he or it may be
entitled hereunder. However, no waiver by any party of any condition or of the
breach of any term, covenant, representation or warranty contained in this
Contract, in any one or more instances, shall be deemed to be or construed as a
further continuing waiver of any other condition or of any breach of any other
terms, covenants, representations or warranties contained in this Contract, and
no waiver shall be effective unless it is in writing and signed by the waiving
party.

D. Attorneys' Fees. In the event that either party shall be required to
retain the services of an attorney to enforce any of his or its rights
hereunder, the prevailing party in any arbitration or court action shall be
entitled to receive from the other party all costs and expenses including (but
not limited to) court costs and attorneys' fees (whether in the arbitration or
in a court of original jurisdiction or one or more courts of appellate
jurisdiction) incurred by him or it in connection therewith. The parties
hereby expressly confer on the arbitrator the right to award costs and
attorneys' fees in the arbitration.

E. Venue. Any arbitration or other litigation arising hereunder shall
be instituted only in New York City, New York, the place where this Contract
was executed, and all parties hereto agree that venue shall be proper in said
county for all such legal or equitable proceedings.

7
<PAGE> 10
F. Assignment. The rights and obligations of the parties under this
Contract shall inure to the benefit of and shall be binding upon their
successors, assigns, and/or other legal representatives. This Contract shall
not be assignable by EMPLOYER. The services of EMPLOYEE are personal and his
obligations may not be delegated by him except as otherwise provided herein.

G. Amendment. This Contract may not be amended, modified, superseded,
cancelled, or terminated, and any of the matters, covenants, representations,
warranties or conditions hereof may not be waived, except by a written
instrument executed by EMPLOYER and EMPLOYEE or, in the case of a waiver, by
the party to be charged with such waiver.

H. No Third Party Beneficiary. Nothing expressed or implied in this
Agreement is intended or shall be construed to confer upon or give any person,
other than EMPLOYER and EMPLOYEE and their respective successors and permitted
assigns, any rights or remedies under or by reason of this Agreement.

IN WITNESS WHEREOF, EMPLOYER and EMPLOYEE have caused this Contract to be
executed on the day and year first above written.

"EMPLOYER"

GENERAL CREDIT CORPORATION

By:
---------------------------
Authorized Representative

"EMPLOYEE"

---------------------------
GERALD NIMBERG

<PAGE> 1
EXHIBIT 10.17

PRIVATE PLACEMENT MEMORANDUM

LOAN UNIT VALUE $25,000 DATE: April 23, 1996

General Credit Corporation ("GCC") promises to repay Yung I. Park, M.D.
("Lender") at 1455 Latache Court, Turns River, NJ 08753 or such other place as
the Lender may designate in writing, the sum of Twenty-five Thousand Dollars
($25,000.00) with interest which will commence to accrue starting on April 23,
1996, on the unpaid principal at the rate of twelve percent (12%) annually.
Additionally, GCC grants to Lender an option to purchase Fifteen thousand
(15,000) shares of GCC's common stock for one dollar (1.00) per share. Such
option shall expire one year from the date of the closing for GCC's public
offering.

The unpaid principal and accrued interest shall be payable at the closing of
the public offering of GCC's securities. All payments on this obligation shall
be applied first in payment of accrued interest and any remainder in payment of
principal.

If any one or more of the provisions of this obligation are determined to be
unenforceable, in whole or in part, for any reason, the remaining provisions
shall remain fully operative.

All payments of principal and interest on this obligation shall be paid in the
legal currency of the United States. GCC waives presentment for payment,
protest and notice of protest and nonpayment of this obligation.

No renewal or extension of this obligation, delay in enforcing any right of GCC
under this obligation, or assignment by Lender of this obligation shall affect
the liability of GCC. All rights of the Lender under this obligation are
cumulative and may be exercised concurrently or consecutively at the Lender's
option.

This obligation shall be construed in accordance with the laws of the State of
New York. If this agreement is not completed within six (6) months, the loan
will be returned with interest.

Signed and attested to this 23rd day of April, 1996, at

211 East 70th Street, New York, NY 10021
General Credit Corporation

By:

/s/ Irwin Zellermaier, President
--------------------------------
Irwin Zellermaier, President

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this Amendment No. 1 to registration statement
on Form SB-2 (File No. 333-09831) of our report which includes an explanatory
paragraph concerning the Company's ability to continue as a going concern,
dated July 25, 1996, on our audit of the financial statements of General Credit
Corporation. We also consent to the reference to our Firm under the caption
"Experts."

/s/ Coopers & Lybrand L.L.P.

Melville, New York
September 25, 1996

<PAGE> 2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this Amendment No. 1 to registration statement
on Form SB-2 (File No. 333-09831) of our report, dated July 25, 1996, on our
audit of the financial statements of New York Payroll Factors, Inc. We also
consent to the reference to our Firm under the caption "Experts."

/s/ Coopers & Lybrand L.L.P.

Melville, New York
September 25, 1996

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NEW YORK
PAYROLL FACTORS, INC. FINANCIAL STATEMENTS AS OF DECEMBER 31, 1995 AND FOR
THE YEAR ENDED DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 1,247,394
<SECURITIES> 0
<RECEIVABLES> 40,339
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,307,776
<PP&E> 66,390
<DEPRECIATION> 36,494
<TOTAL-ASSETS> 1,775,107
<CURRENT-LIABILITIES> 1,172,266
<BONDS> 0
0
0
<COMMON> 50,000
<OTHER-SE> 457,724
<TOTAL-LIABILITY-AND-EQUITY> 1,775,107
<SALES> 1,467,620
<TOTAL-REVENUES> 1,467,620
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 941,201
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 210,704
<INCOME-PRETAX> 315,715
<INCOME-TAX> 27,114
<INCOME-CONTINUING> 288,601
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 288,601
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NEW YORK
PAYROLL FACTORS, INC. FINANCIAL STATEMENTS AS OF JUNE 30, 1996 AND FOR THE
PERIOD JANUARY 1, 1996 TO JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 2,374,401
<SECURITIES> 0
<RECEIVABLES> 87,812
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,494,700
<PP&E> 91,892
<DEPRECIATION> 41,234
<TOTAL-ASSETS> 2,959,572
<CURRENT-LIABILITIES> 2,292,256
<BONDS> 0
0
0
<COMMON> 50,000
<OTHER-SE> 562,506
<TOTAL-LIABILITY-AND-EQUITY> 2,959,572
<SALES> 1,222,485
<TOTAL-REVENUES> 1,222,485
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 606,534
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 228,815
<INCOME-PRETAX> 387,136
<INCOME-TAX> 32,910
<INCOME-CONTINUING> 354,226
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 354,226
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>