EXHIBIT 10.19


                      CIT COMMERCIAL SERVICES     T: 212 382-7000
                      1211 Avenue of the Americas
                      New York, NY 10036


[CIT LOGO OMITTED]
                                                                   June 30, 2006



Movie Star, Inc.
1115 Broadway
New York , New York 10010

                     ACCOUNTS RECEIVABLE FINANCING AGREEMENT
                     ---------------------------------------

Ladies and Gentlemen:

In consideration of our extending loans and other financial accommodations to
you on one or more occasions, in our sole discretion in each instance, the
following shall constitute the accounts receivable financing agreement (the
"Agreement") between us.

                                 I. DEFINITIONS

1.1      All terms used herein and defined in the Uniform Commercial Code shall
         have the meanings given therein unless otherwise defined herein.

1.2      "Accounts" shall mean and include all of your accounts created by or
         arising from your sales of goods or rendition of services (including,
         without limitation, all accounts arising from sales made or services
         rendered under any of your tradenames or styles, or through any of your
         divisions), instruments, documents, chattel paper (including electronic
         chattel paper), general intangibles (including, without limitation, all
         federal, state and local income tax refunds, payment intangibles and
         all other rights to payment), and all forms of obligations owing to
         you, whether secured or unsecured, all whether now existing or
         hereafter created or arising, and whether or not specifically assigned
         to us hereunder.

1.3      "Collateral" shall mean and include: (a) Accounts; (b) all of your
         present and future monies, securities and other property now or
         hereafter held or received by or in transit to us from or for your
         account, whether for safekeeping, pledge, custody, transmission,
         collection or otherwise; (c) all of your present and future deposits,
         balances, sums and credits in our possession or control, and all of
         your present and future claims against us; (d) all of your present and
         future liens, security interests, rights, remedies, title and interest
         in, to and in respect of all present and future Accounts and other
         Collateral, including, without limitation: (i) rights and remedies
         under or relating to guaranties, contracts of suretyship, letters of
         credit, credit insurance, supporting obligations, letter of credit
         rights or other types of credit enhancements, (ii) rights of stoppage
         in transit, rescission, replevin, repossession, reclamation and other
         rights and remedies of an unpaid vendor, lienor or secured party, (iii)
         goods described in invoices, documents, contracts or instruments with
         respect to, or






         otherwise representing or evidencing Accounts or other Collateral,
         including, without limitation, returned, repossessed and reclaimed
         goods, and (iv) deposits by and property of Customers or other persons
         securing the Obligations of Customers; (e) all of your right, title
         and interest in, to and in respect of any and all other personal
         property in or upon which you have granted or may hereafter grant a
         security interest or lien to us in this Agreement or otherwise; (f)
         all of your books of account of every kind or nature, purchase and
         sale agreements, invoices, ledger cards, computer programs, bills of
         lading and other shipping evidence, statements, correspondence,
         memoranda, credit files and other data (written, electronic or
         otherwise) relating to the Collateral or any Customer, together with
         the file cabinets or containers in which the foregoing are stored
         ("Records"); (g) all of your present and future patents, trademarks,
         and copyrights whether or not registered in the United States
         Copyright or Patent Offices, the goodwill of the business in
         connection with which such patents, trademarks, and copyrights are or
         may be used, and any royalties and other fees which are or may become
         due for the use of any such patents, trademarks, or copyrights; and
         (h) all proceeds and products of the foregoing, in any form,
         including, without limitation, insurance proceeds and any claims
         against third parties for loss or damage to or destruction of any or
         all of the foregoing.

1.4      "Contract Year" shall mean the twelve successive month period beginning
         as of the last day of the month in which we execute this Agreement and
         as of each anniversary of such date.

1.5      "Customer" shall mean and include the account debtor with respect to
         any of the Accounts and/or the prospective purchaser or user of goods,
         services or both with respect to any contract or contract right, and/or
         any party who enters into or proposes to enter into any contract or
         other arrangement with you, pursuant to which you are to deliver any
         personal property or perform any services.

1.6      "Eligible Accounts" shall mean such Accounts arising in the ordinary
         course of your business and which we, in our sole discretion, deem to
         be Eligible Accounts based on such considerations as we may from time
         to time deem appropriate, including that it is evidenced by an invoice
         or other documentation satisfactory to us. An Account shall not be
         deemed eligible in any event unless such Account is subject to our
         first priority perfected security interest and is not subject to any
         other lien or security interest. In addition, no Account shall be an
         Eligible Account if:

         (a)      it arises out of a sale made by you to your affiliate or to a
                  person controlled by you or your affiliate; or

         (b)      it is due more than ninety (90) days from the original invoice
                  date or unpaid more than sixty (60) days from the due date; or

         (c)      more than 50% of the Accounts owed by such Customer are not
                  deemed to be Eligible Accounts hereunder; or

         (d)      any representation, warranty or covenant contained in this
                  Agreement with respect to such Account has, in our sole
                  discretion, been breached; or

         (e)      the Customer is also your creditor or supplier (unless prior
                  to our acceptance, a no-offset letter has been received by and
                  is, in our sole discretion, acceptable to us); or


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         (f)      the Customer shall (a) apply for, suffer, or consent to the
                  appointment of, or the taking of possession by, a receiver,
                  custodian, trustee or liquidator of itself or of all or a
                  substantial part of its property or call a meeting of its
                  creditors, (b) admit in writing its inability, or be generally
                  unable, to pay its debts as they become due, (c) cease or
                  materially decrease operation of its present business, (d)
                  make a general assignment for the benefit of creditors, (e)
                  commence a voluntary case under any State or Federal
                  bankruptcy or insolvency law (as now or hereafter in effect),
                  (f) be adjudicated a bankrupt or insolvent, (g) file a
                  petition seeking to take advantage of any other law providing
                  for the relief of debtors, (h) acquiesce to, or fail to have
                  dismissed, any petition which is filed against it in an
                  involuntary case under any such bankruptcy or insolvency law,
                  or (i) take any action for the purpose of effecting any of the
                  foregoing; or

         (g)      it arises out of a sale made by you to a Customer outside the
                  United States, unless the payment thereof is assured by a
                  letter of credit, guaranty or acceptance on terms acceptable
                  to us in our sole discretion or the sale is otherwise
                  acceptable to us in our sole discretion; or

         (h)      it arises out of a sale made by you to a Customer on a
                  bill-and-hold, guaranteed sale, sale-and-return, sale on
                  approval, consignment or any other repurchase or return basis
                  or is evidenced by chattel paper; or

         (i)      we, in our sole discretion, determine that collection of such
                  Account is insecure or that payment of such Account may not be
                  made by reason of the Customer's financial inability to pay;
                  or

         (j)      the Customer is the United States of America, any state, any
                  other governmental entity, or any department, agency or
                  instrumentality of any of them, unless you assign to us, in a
                  manner acceptable to us, your right to payment of such Account
                  pursuant to the Assignment of Claims Act of 1940, as amended,
                  or any other applicable statute, rule, regulation or the like;
                  or

         (k)      the goods giving rise to such Account have not been shipped
                  and delivered to and accepted by the Customer or the services
                  giving rise to such Account have not been completely performed
                  by you and accepted by the Customer or the Account otherwise
                  does not represent a final sale or performance; or

         (l)      the Customer has disputed liability with respect to the
                  Account, or the Customer has made any claim with respect to
                  any other Account due from such Customer to you (provided that
                  we in our sole discretion may only exclude the disputed
                  Account), or the Account otherwise is or may become subject to
                  any set-off or recoupment by the Customer, or the Account is
                  contingent in any respect or for any reason; or

         (m)      you have allowed or made any agreement with any Customer for
                  any deduction therefrom, except for discounts or allowances
                  made in the ordinary course of business for prompt payment,
                  all of which discounts or allowances are reflected in the
                  calculation of the face value of each respective invoice
                  related thereto.

1.7      "Inventory Security Agreement" shall mean that certain Inventory
         Security Agreement, dated as of the date hereof, as amended, between
         you and us, as the same may hereafter be amended, modified,
         supplemented or restated from time to time).


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1.8      "JPMorgan Rate" shall mean the per annum rate of interest publicly
         announced by JPMorgan Chase Bank, National Association in New York, New
         York, from time to time as its prime rate. (The prime rate is not
         intended to be the lowest rate of interest charged by JPMorgan Chase
         Bank, National Association to its borrowers.)

1.9      "Letter of Credit" shall mean any letter of credit issued on your
         behalf as applicant with respect to which we were asked to join you in
         the application for such letter of credit or any letter of credit
         issued by us or any of our affiliates for your account, as more fully
         described in the Letter of Credit Agreement.

1.10     "Letter of Credit Agreement" shall mean that certain Letter of Credit
         Agreement, dated as of the date hereof, as amended, between you and us,
         as the same may hereafter be amended, modified, supplemented or
         restated from time to time.

1.11     "Net Amount of Eligible Accounts" shall mean and include the gross
         amount of Eligible Accounts less (a) returns, discounts, claims,
         credits and allowances of any nature at any time issued, owing,
         granted, outstanding, available or claimed with respect thereto, (b)
         amounts thereof which are not paid by the subject Customer due to an
         existing or alleged dispute, offset, recoupment or counter-claim, and
         (c) any Reserves with respect thereto, including, without limitation,
         Reserves for any sales, excise or similar taxes included in the amount
         thereof.

1.12     "Obligations" shall mean and include: (a) any and all of your
         indebtedness, liabilities and obligations to us of every kind, nature
         and description, direct or indirect, secured or unsecured, joint or
         several, absolute or contingent, due or to become due, now existing or
         hereafter arising, regardless of how they arise or were acquired or by
         what agreement or instrument they may be evidenced or whether evidenced
         by any agreement or instrument, including, but not limited to, all
         amounts owing by you to us by reason of purchases made by you from
         other entities factored or financed by us, (b) any and all of your
         obligations to perform acts or refrain from taking any action, and (c)
         any and all amounts of charges, commissions, interest, costs, expenses
         and attorneys' fees chargeable in connection with all of the foregoing,
         all of which indebtedness, liabilities, obligations and amounts,
         whether or not matured and whether or not disputed, may be charged to
         your account hereunder, without prior notice to you.

1.13     "Reserves" shall mean on any date of determination thereof, an amount
         equal to any reserves which we, in our reasonable sole discretion deem
         necessary or desirable to maintain.

                         II. GRANT OF SECURITY INTEREST

2.1      To secure the prompt payment, performance and observance in full of all
         Obligations, you hereby pledge, transfer, set over and assign to us,
         and grant to us a continuing general security interest in, a lien upon
         and a right of set-off against, all of the Collateral. Records shall,
         until delivered to or removed by us, be kept by you in trust for us and
         without cost to us in appropriate containers in safe places on your
         premises. Each confirmatory assignment schedule or other form of
         assignment at any time executed by you shall be deemed to include the
         foregoing pledge, transfer, assignment and grant whether or not same
         appears therein.


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2.2      You will, upon the creation of each Account, or at such intervals as we
         may from time to time require, provide us with: (a) confirmatory
         assignment schedules; (b) copies of all documents (whether maintained
         in written or electronic form) evidencing the sale and delivery of
         goods or the performance of services which created any Accounts,
         including, but not limited to, contracts, orders, invoices, bills of
         lading, warehouse receipts, delivery tickets and shipping receipts and
         (c) such further schedules and/or information as we may reasonably
         request. The items to be provided under this paragraph are to be in
         form satisfactory to us and executed and delivered to us from time to
         time so that we can confirm and maintain records of the Collateral.
         Your failure to give any of such items to us or to otherwise comply
         with the provisions hereof shall not affect, terminate, modify,
         diminish or otherwise limit our lien upon or security interest in the
         Collateral, or your representations, warranties or covenants under this
         Agreement.

                           III. ADVANCES AND INTEREST

3.1      Subject to the terms and conditions of this Agreement, we shall make up
         to $30,000,000.00 (the "Maximum Credit Facility") available upon your
         request therefor, as follows:

         (a)      we will make revolving credit advances to you, in our sole
                  discretion, in amounts of up to 90% of the Net Amount of
                  Eligible Accounts due from for Wal-Mart Stores, Inc. and up to
                  85% of the Net Amount of Eligible Accounts due from all other
                  Customers.

         (b)      subject to your execution and delivery of the Inventory
                  Security Agreement and the Letter of Credit Agreement, we will
                  make revolving credit advances to you, in our sole discretion,
                  in amounts of up to the lesser of (i) $15,000,000.00 or (ii)
                  (x) sixty percent (60%) of the value of your Eligible
                  Inventory (as defined in the Inventory Security Agreement)
                  calculated on the basis of the lower of cost or market, with
                  cost calculated on a first in-first out basis plus (y) sixty
                  percent (60%) of the available amount of all documentary
                  Letters of Credit outstanding on such date, relating to your
                  purchase of Inventory consisting of finished goods that are to
                  be imported and delivered directly into the United States,
                  plus (z) sixty percent (60%) of the value of your Eligible L/C
                  Inventory (as defined in the Inventory Security Agreement)
                  calculated on the basis of the lower of cost or market, with
                  cost calculated on a first in-first out basis.

         (c)      we will make available to you, in our sole discretion, an
                  overadvance accommodation based on projected business plans
                  and cash flows and such other information as we may require.

                  (For purposes hereof, "overadvances" shall mean advances in
                  excess of (i) the percentage limitations set forth in
                  sub-paragraphs (a) and (b) above less (ii) credit available
                  under sub-paragraph (d) below less Reserves.)

         (d)      subject to your execution and delivery of a letter of credit
                  security agreement supplement in form and substance
                  satisfactory to us, we will, in our sole discretion, assist
                  you in establishing or opening letters of credit for your
                  account or guarantee the payment or performance of such
                  letters of credit up to an aggregate face amount not exceeding
                  $12,000,000.00 at any one time outstanding. Credit extended
                  under this sub-paragraph will be deducted from credit
                  available under sub-paragraphs (a) and (b) above.


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3.2      Without in any way circumscribing our rights under this Agreement, and
         by way of illustration only and not by way of limitation, we may, in
         the exercise of our sole discretion, at any time and from time to time,
         hold any Reserves we deem necessary as security for the payment and
         performance of your Obligations, and/or change any advance rates or
         entirely cease making advances (including, without limitation, any
         overadvances). In no event shall the aggregate amount of all revolving
         credit advances (including, without limitation, any overadvances) made
         pursuant to paragraph 3.1(a), (b) and (c) above, plus the aggregate
         face amount of letters of credit issued or guaranteed pursuant to
         paragraph 3.1(d) above, from time to time outstanding, plus Reserves
         exceed the Maximum Credit Facility.

3.3      All loans and advances (including, without limitation, any
         overadvances) by us to you under this Agreement shall constitute
         Obligations secured by our security interest in all of the Collateral
         granted hereunder, and by all other security interests, liens, and
         encumbrances heretofore, now or at any time or times hereafter granted
         by you to us. All loans or advances (including, without limitation, any
         overadvances) shall be charged to your account on our books, and shall
         be payable on demand at our offices or at such other place as we may
         from time to time designate.

3.4      Interest shall be payable by you (and charged to your account as of the
         end of each month) on the average of the net balances owing by you to
         us in your account at the close of each day during such month. The rate
         of interest shall be seventy-five one-hundredths of one percent (0.75%)
         per annum below the JPMorgan Rate. Any change in the rate of interest
         hereunder due to a change in the JPMorgan Rate shall take effect as of
         the first of the month following such change in the JPMorgan Rate.
         Interest shall be calculated based on a 360-day year. Interest shall be
         charged on all advances (including, without limitation, any
         overadvances), all charges hereunder, and any debit balance in your
         account. We shall be entitled to charge your account at the rate
         provided for herein until all Obligations have been paid and satisfied
         in full. In no event shall the rate charged hereunder exceed the
         highest rate permissible under applicable law; however, in the event
         that we receive or have received interest hereunder in excess of the
         highest rate permissible under applicable law, your sole remedy shall
         be to seek repayment of such excess, and you hereby waive any and all
         other rights and remedies which may be available to you under law or in
         equity.

3.5      In addition to the fees and charges under this Agreement, you will pay
         us, as of the date hereof, a Documentation Fee in the amount of $300.00
         to compensate us for the use of our in-house legal department and
         facilities in documenting this agreement.

3.6      An initial facility fee of $20,000.00 shall be due and payable by you
         as of the date set forth above and shall be charged to your account as
         of such date. Such facility fee shall be deemed earned when due and
         shall not be subject to rebate or proration for any reason.

3.7      A monthly collateral management fee of $1,250.00 shall be due and
         payable by you on the first day of each month and shall be charged to
         your account as of such date. Such facility fee shall be deemed earned
         when due and shall not be subject to rebate or proration for any
         reason.

3.8      We shall render to you each month a statement of your account which
         shall be deemed to be correct and accepted by and binding upon you, and
         shall constitute an account stated between us except to the extent that
         we receive a written statement of your specific exceptions within
         thirty (30) days after such statement has been rendered to you.


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                 IV. REPRESENTATIONS, WARRANTIES AND COVENANTS

You hereby make the following representations, warranties and covenants which
shall survive the execution and delivery of this Agreement, shall be deemed to
be incorporated by reference in each confirmatory assignment schedule or other
form of assignment submitted by you to us, and shall be deemed repeated and
confirmed with respect to each item of Collateral as it is created or otherwise
acquired:

4.1      Your legal name is exactly as set forth on the signature page of this
         Agreement, you are a duly organized and validly existing corporation,
         incorporated in the state of New York, and are qualified to do business
         in all states where required; there are no actions, suits or other
         legal proceedings of any kind or nature pending against you which
         involve the possibility of materially and adversely affecting your
         business, assets, operations, condition or prospects, financial or
         otherwise, or the Collateral, or your ability to perform this
         Agreement; the execution, delivery and performance hereof are within
         your corporate (or other business entity) powers, have been duly
         authorized, and are not in contravention of any law or the terms of
         your certificate of incorporation or bylaws (or other documents
         establishing your legal status), or of any indenture, agreement or
         undertaking to which you are a party or by which you or your properties
         are bound; and the most recent financial statements provided to us by
         you accurately state your financial condition and there has been no
         material adverse change in your financial condition since the date of
         such financial statements. You agree that you will promptly notify us
         of any change in your: name, state of incorporation or registration,
         location of your chief executive office, place(s) of business, and
         legal or business structure. Further, you agree that you will promptly
         notify us of any change in control of the ownership of your business
         organization, and of significant law suits or proceedings against you.

4.2      With respect to each item of Collateral at the time our security
         interest attaches thereto: (a) you shall be the sole owner, free and
         clear of all liens, claims, security interests and encumbrances except
         in our favor, and fully authorized to sell, transfer, pledge and grant
         a security interest in, such item of Collateral; (b) each Account shall
         be genuine, valid and legally enforceable, and represent an undisputed
         bona fide indebtedness incurred by the Customer therein named, for a
         fixed sum as set forth in the invoice relating thereto with respect to
         an absolute sale and delivery of goods upon your stated terms or
         services theretofore rendered by you as of the date each Account is
         created; (c) no Account is or shall be subject to any offset,
         recoupment, deduction, defense, dispute, claim, counterclaim, discount
         or allowance except as may be stated in the copy of the invoice
         delivered by you to us or as provided under an agreement described in
         subparagraph (d) herein; (d) no agreement under which any deduction,
         discount, credit or allowance of any kind may be granted or allowed
         shall have been or shall thereafter be made by you with any Customer
         except in keeping with your ordinary course of business which business
         practices have been made known to us, and as indicated in writing to us
         at or before the time such agreement is made; (e) all statements made
         and all unpaid balances appearing in the invoices, documents and
         agreements relating to each Account shall be true and correct in all
         respects and what they purport to be; (f) none of the Accounts arise
         from sales to consumers of goods to be used for personal, family or
         household purposes; (g) all signatures and endorsements that appear
         thereon shall be genuine and all signatories and endorsers shall have
         full capacity to contract; and (h) none of the transactions underlying
         or giving rise to any item of Collateral shall violate any applicable
         state or federal laws or regulations, and all


                                       7





         documents relating to such item of Collateral shall be legally
         sufficient under such laws or regulations and shall be legally
         enforceable in accordance with their terms.

4.3      You agree to comply with the requirements of all state and federal laws
         in order to grant to us a valid and perfected first security interest
         in the Collateral. We are hereby authorized by you to file from time to
         time any financing statements, continuations or amendments covering the
         Collateral. You hereby consent to and ratify any and all execution
         and/or filing of financing statements heretofore and hereafter filed by
         us pursuant to the foregoing authorization. You further agree to do
         whatever we may reasonably request, from time to time, by way of: (a)
         filing notices of liens, financing statements, amendments, renewals and
         continuations thereof; (b) cooperating with our agents and employees;
         (c) keeping Collateral records; (d) transferring proceeds of Collateral
         to our possession; and (e) performing such further acts as we may
         reasonably require in order to effect the purposes of this Agreement.

4.4      You shall not pledge, sell, assign, transfer, mortgage, encumber,
         create or suffer to exist any security interest in or other lien or
         encumbrance on any part of the Collateral or your real property, or
         grant or suffer to exist any security interest in or other lien or
         encumbrance on any of your inventory or other assets to anyone other
         than us without our prior written consent. You hereby agree to defend
         the same against any and all persons whatsoever. Notwithstanding the
         foregoing, you may sell the real property owned by you and located in
         Petersburg, PA if, and only if, (i) such sale shall be an arms length
         transaction, (ii) the purchaser of such real property is an
         unaffiliated third party and (iii) the full amount of the proceeds
         realized from such sale shall be paid to us and we shall apply such
         proceeds to your Obligations in accordance with this Agreement.

4.5      Each Customer, guarantor or endorser is to the best of your knowledge
         solvent and will continue to be fully able to pay all Accounts on
         which it is obligated in full when due.

4.6      You shall maintain your books, records and accounts in accordance with
         generally accepted accounting principles consistently applied. You
         shall, at any time and from time to time, furnish to us such balance
         sheets, earnings statements, financial statements and other reasonable
         information regarding your business affairs and financial condition,
         including, without limitation, schedules, agings and reports, as we may
         request, and in any event you shall furnish us as soon as possible, but
         not later than ninety (90) days after the close of each of your fiscal
         years, your and your consolidated subsidiaries' financial statements as
         of the end of such year, on a consolidated and consolidating basis,
         audited by Mahoney Cohen & Company, CPA, LLC or a firm of independent
         certified public accountants of recognized standing, selected by you
         and acceptable to us, prepared in accordance with generally accepted
         accounting principles consistently applied, and fairly presenting the
         financial position and results of your and your consolidated
         subsidiaries' operations for such period. All such financial statements
         do or shall fairly present your financial condition as of the dates
         thereof or the results of your operations for the periods for which the
         same are furnished. All such other information is or shall be, at the
         time the same is so furnished, accurate and correct in all material
         respects and complete insofar as completeness may be necessary to give
         us a true and accurate depiction of the subject matter thereof.

4.7      You hereby irrevocably authorize and direct all accountants and
         auditors employed by you at any time prior to or during the term of
         this Agreement to exhibit and deliver to us copies of any of your
         financial statements, trial balances or other accounting records of any
         sort in


                                       8






         their possession and to disclose to us any information they may have
         concerning your financial condition and business operations.

4.8      You shall keep all your insurable properties and properties in which
         you have an interest insured against the hazards of fire, flood,
         sprinkler leakage, those hazards covered by extended coverage insurance
         and such other hazards, and for such amounts, as is customary in the
         case of companies engaged in businesses similar to yours. You shall pay
         when due all premiums on any insurance policies for your properties or
         assets, including the Collateral (and including any life insurance
         policies assigned to us as Collateral), whether required to be
         maintained by you under this Agreement, any supplement hereto, or
         otherwise, and shall keep in force, without modification or amendment,
         the assignment and endorsement to such policies so that any and all
         rights we may have as assignee and secured party thereunder shall not
         be adversely affected. You shall also pay when due and discharge all
         taxes, assessments, contributions and other charges upon or against you
         or your properties or assets, including the Collateral. If any such
         premium, tax, assessment, contribution or other charge remains unpaid
         after the date fixed for the payment of same, or if any lien shall be
         claimed, we may without notice to you pay such premium, tax,
         assessment, contribution, charge or claim, and the amount thereof shall
         be payable on demand, and until paid by you, shall be charged to your
         account and added to and deemed part of the Obligations.

4.9      You shall be liable for any tax or penalty imposed upon any transaction
         under this Agreement or giving rise to the Account or which we may be
         required to withhold or pay for any reason; you agree to indemnify and
         hold us harmless with respect thereto, and to repay to us on demand the
         amount thereof, and until paid by you, such amount shall be charged to
         your account and added to and deemed part of the Obligations. If any
         Account includes a charge for any tax payable to any governmental
         taxing authority, we are hereby authorized in our sole discretion to
         pay the amount thereof to the proper taxing authority for your account
         and to charge your account therefor. You shall notify us if any Account
         includes any tax due to any such taxing authority and in the absence of
         your notice, we shall have the right to retain the full proceeds of
         such Account.

4.10     You shall comply with all laws, rules, regulations and orders of any
         legislative, administrative or judicial body or official, applicable to
         your properties and assets, including the Collateral, or to the
         operation of your business.

4.11     You shall not assume, guarantee, endorse or otherwise become liable
         upon the obligations of any person, firm, entity or corporation, except
         by the endorsement of negotiable instruments for deposit or collection
         or similar transactions in the ordinary course of business.

4.12     You shall not, without our prior written consent which consent shall
         not be unreasonably withheld, undergo any merger or consolidation into
         or with another entity and you shall not enter into or engage in any
         operation or activity materially different from that presently being
         conducted by you.

4.13     You shall not make any distribution of any kind on, or purchase,
         acquire, redeem or retire, any of you capital stock or equity interest,
         of any class whatsoever, whether now or hereafter outstanding.


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4.14     Your Records and chief executive office shall be kept at your address
         as it appears on the first page of this Agreement. You shall give us
         thirty (30) days' prior written notice of any change in your name,
         tradenames or styles, or location(s).

4.15     You shall from time to time make such payments to us as we shall
         request so that the aggregate balance in your loan account shall not at
         any time exceed the lesser of: (I) the Maximum Credit Facility, or (ii)
         the formula amount set forth in sub-paragraphs 3.1(a), (b), (c) and (d)
         above, subject to our right of reserve set forth in paragraph 3.2
         above.

4.16     You shall deliver to us as and when filed,  copies of all  financial
         reports, registration statements and other documents filed by you with
         the U.S. Securities and Exchange Commission.

                V. CUSTODY, INSPECTION, COLLECTION AND HANDLING
                            OF COLLATERAL AND RECORDS

5.1      Until your authority to do so is curtailed or terminated (which we may
         do at any time when we in our sole discretion may deem it to be in our
         best interest to do so), you will, at your own cost and expense but on
         our behalf and for our account, collect and otherwise enforce as our
         property and in trust for us, all remittances and all amounts unpaid on
         Accounts, and shall not commingle such collections with your own funds
         or use the same for any purpose. You will open a Lock Box at a bank
         approved by us pursuant to an agreement acceptable to us, and which is
         titled to reflect our ownership, in order to receive all payments from
         your Customers. Payments received into the Lock Box will be immediately
         deposited into our account at the bank. This Lock Box arrangement shall
         be maintained at your sole cost and expense. As to all such
         collections, including all prepayments by Customers, you shall receive
         in trust, and deliver to us in original form, duly endorsed by you for
         deposit with us, and on the date of receipt thereof, all checks,
         drafts, notes, money orders, acceptances, cash and other evidences of
         indebtedness. All amounts received by us, other than amounts received
         by wire transfer, in payment of Accounts shall be credited to your
         account after allowing two (2) Business Days for collection and
         clearance thereof, conditional upon final payment to us. Upon
         curtailment or termination of your authority, or at any other time and
         without any cause or notice thereof to you, we shall have the right to
         send notice(s) of our security interest to any Customers or any other
         persons obligated on, holding or otherwise concerned with any of the
         Collateral, and thereafter we shall have the sole right to collect the
         Accounts and/or take possession of the Collateral and the Records. Any
         and all of our collection expenses, including, but not limited to, the
         reasonable fees and expenses of our attorneys (both internal and
         external), the fees of our collection agencies, stationery and postage,
         telephone and facsimile, secretarial and clerical expenses, and the
         salaries of any collection persons utilized, shall be charged to your
         account and added to the Obligations. (For purposes hereof, "Business
         Day" shall mean a day on which banks are open for the general
         transaction of business in Charlotte, North Carolina.)

5.2      You shall keep and maintain, at your cost and expense, books and
         records pertaining to the Collateral in such detail, form and scope as
         we shall from time to time reasonably require. You will mark your
         Records with appropriate notations satisfactory to us, disclosing that
         such Collateral has been pledged, assigned, and transferred to us and
         that you have granted to us a security interest therein.


                                       10




5.3      At all reasonable times and upon twenty-four (24) hours notice or at
         any time upon the occurrence of a Default (as hereinafter defined), we
         shall have: full access to, and the right to check, inspect, examine
         and make abstracts and copies from, your Records and all other books,
         records, audits, correspondence and papers relating to the Collateral;
         the right to confirm and verify all Accounts; and the right to do
         whatever we may deem necessary to preserve or protect our interests in
         the Obligations and the Collateral, and in furtherance thereof, we may,
         without cost or expense to us, use such of your personnel, supplies and
         space as may be reasonably necessary. We or our agents may enter upon
         any of your premises at any time and from time to time during business
         hours upon twenty-four (24) hours notice or at any time upon the
         occurrence of a Default for the purpose of inspecting the Collateral
         and any and all Records pertaining thereto. At any time we may take
         possession of and remove or require you to deliver any or all such
         Records. In order to cover any costs and expenses we may incur in
         connection with performing any of the aforementioned checks,
         verifications, inspections or examinations (collectively,
         "Examinations"), we shall be entitled to charge your account a fee in
         the amount of $1,000.00 for each examiner for each day or part thereof
         in which such Examinations are conducted ("Examination Fee"), plus any
         additional out-of-pocket costs and expenses we incur as a result of
         conducting such Examinations. Such Examination Fee (exclusive of any
         additional out-of-pocket costs and expenses) shall not exceed
         $20,000.00 ("Examination Fee Cap") per Contract Year or part thereof;
         provided, however, that the annual Examination Fee Cap shall be
         eliminated and any further limitations or restrictions with respect to
         Examinations, including but not limited to, the fees charge therefore
         and the manner such Examinations shall be performed, shall no longer be
         effective upon the occurrence of a Default (as hereinafter defined),
         whether or not we actually terminate the Agreement. Such Examination
         Fee shall be due and payable on the first day of each month and shall
         be charged by us to your account as of such first day of each month.
         Such Examination Fee shall be deemed to be earned in full on the date
         when due and shall not be subject to rebate or proration for any
         reason.

5.4      You shall, immediately upon obtaining knowledge thereof, notify us of
         any reclamation, return or repossession of goods; any claim or dispute
         asserted by any Customer or other obligor; any loss or destruction of,
         or substantial damage to, any of the Collateral; and any other matter
         affecting the value, enforceability or collectibility of any of the
         Collateral. Except in the normal course of business and consistent with
         your historical practices, you shall not, without our consent, settle,
         compromise or adjust any Account (or extend the time for payment
         thereof) or grant any additional discounts, allowances or credits
         thereon.

5.5      You hereby constitute us and any of our agents or designees, as your
         attorneys-in-fact, at your own cost and expense, to exercise at any
         time all or any of the following powers, which being coupled with an
         interest, shall be irrevocable until all Obligations have been paid in
         full: to receive, take, endorse, assign, deliver, accept and deposit,
         in our name or yours, any and all checks, notes, remittances, wire
         transfers or other electronic forms of payment, drafts and other
         documents and instruments and documents relating to the Collateral; to
         receive, open and dispose of all mail addressed to you and to notify
         postal authorities to change the address for delivery of mail to such
         address as we may designate; to give Customers notice of our interest
         in the Accounts and to request from Customers at any time, in your name
         or ours or that of our designee, information concerning the Accounts;
         to notify Customers to make payment directly to us; to execute in your
         name and on your behalf any financing statements (including, without
         limitation, any continuations thereof or amendments thereto); and to
         take or bring, in your name or ours, all steps, actions or proceedings
         deemed by us to


                                       11




         be reasonably necessary or desirable to effect collection of the
         Collateral or to preserve, protect or enforce our interest therein. We
         and any of our agents or designees shall not be liable for any acts of
         omission or commission, nor for any errors of judgment or mistakes of
         fact or law, provided we or they have acted without gross negligence
         or willful misconduct.

5.6      Nothing herein contained shall be construed to constitute you as our
         agent for any purpose whatsoever. We shall not be responsible nor
         liable for any shortage, discrepancy, damage, loss or destruction of
         any Collateral wherever the same may be located and regardless of the
         cause thereof, provided we have acted without gross negligence or
         willful misconduct. We shall not, under any circumstances or in any
         event whatsoever, have any liability for an error or omission or delay
         of any kind occurring in the settlement, collection or payment of any
         of the Accounts or any instrument received in payment thereof or for
         any damage resulting therefrom. We may, without notice to or consent
         from you, sue upon or otherwise collect, extend the time of payment of,
         or compromise or settle for cash, credit or otherwise upon any terms,
         any of the Accounts or any securities, instruments or insurance
         applicable thereto and release the obligor thereon, free of any claims
         or defenses based upon suretyship law or the like. We are authorized
         and empowered to accept the return of goods represented by any of the
         Accounts, without notice to or consent by you, all without discharge or
         in any way affecting your liability hereunder. We do not, by anything
         herein or in any assignment or otherwise, assume any of your
         obligations under any contract or agreement, and we shall not be
         responsible in any way for the performance by you of any of the terms
         and conditions thereof.

5.7      We have the right at any time and from time to time to employ and have
         present on any of your premises one or more custodians selected by us,
         each of whom shall have the right to exercise any and all of our rights
         hereunder. You hereby agree to cooperate with any such custodian and to
         do whatever we may reasonably request by way of preserving and
         protecting the Collateral. All expenses incurred by us by reason of the
         employment of the custodian shall be payable on demand, and until paid
         by you, shall be charged to your account and added to and deemed part
         of the Obligations.

5.8      We shall be entitled to charge your account with, and add to and deem
         part of the Obligations, all costs and expenses incurred by us in
         connection with the preparation, execution, administration and
         enforcement of this Agreement (and all related instruments and
         documents), and all costs and expenses incurred by us in connection
         with the protection, maintenance, disposition, preservation and
         enforcement of the Obligations, the Collateral or the pledges, liens
         and security interests granted to us hereunder. The foregoing costs and
         expenses shall include, without limitation, all reasonable fees and
         expenses of our attorneys (both internal and external), all search
         fees, the cost of all public record filings, and wire transfer charges.

                      VI. EVENTS OF DEFAULT; ACCELERATION

6.1      All Obligations shall, at our option and notwithstanding any time or
         credit allowed by any instrument evidencing or representing same, be
         immediately due and payable without notice or demand upon the
         occurrence of any one or more of the following events of default
         ("Default"): (a) default in the payment or performance, when due or
         payable, of any of the Obligations including, without limitation, your
         failure to pay to us any Obligation due on demand when such demand is
         made; (b) default by any guarantor, endorser or other person liable on
         the Obligations under any guarantee, endorsement, suretyship agreement
         or other


                                       12





         agreement of such person with, or in favor of us; (c) your making any
         misrepresentation, orally or in writing, to us whether for the purpose
         of obtaining credit or an extension of credit, or otherwise; (d) your
         breach of any representation, warranty or covenant contained in this
         Agreement or in any other agreement between us; (e) any
         representation, warranty, or statement of fact made to us at any time
         by you or on your behalf is false or misleading in any material
         respect; (f) the discontinuance or suspension of the operation of your
         present business; (g) your becoming insolvent, or your becoming unable
         to meet your debts as they mature; (h) your calling any meeting of
         creditors, or having a creditors' committee appointed; (i) the
         commencement by or against you of any action, case or proceeding for
         relief under any provision of the Federal bankruptcy laws or any other
         applicable Federal or State bankruptcy, insolvency or other similar
         law; (j) the rendition, issuance or filing of any injunction,
         attachment, judgment or lien against you or any of your property, or
         the appointment of a receiver, custodian or trustee of any kind for
         you or any of your property; or (k) any change in your condition or
         affairs (financial or otherwise) or that of any endorser, guarantor or
         other person liable on the Obligations, that in our sole discretion
         impairs our Collateral or increases our risk.

                     VII. RIGHTS AND REMEDIES AFTER DEFAULT

7.1      Upon the occurrence of any Default, and at any time thereafter if such
         or any other Default shall then be continuing, we shall have the right
         (in addition to any other rights we may have under this Agreement or
         otherwise) without further notice to you: (a) to appropriate, set-off
         and apply to the payment of any or all of the Obligations, any or all
         Collateral, in such manner as we shall in our sole discretion
         determine; (b) to enforce payment of the Obligations or any Collateral;
         (c) to settle, compromise or release, in whole or in part, any amounts
         owing on the Collateral; (d) to prosecute any action, suit or
         proceeding with respect to the Collateral; (e) to extend the time of
         payment of any and all Collateral, to make allowances and adjustments
         with respect thereto and to issue credits in your or our name; and (f)
         to sell, assign and deliver the Collateral (or any part thereof), at
         public or private sale, for cash, upon credit or otherwise, at our sole
         option and discretion, and we may bid or become purchaser at any such
         sale, if public, free from any right of redemption which is hereby
         expressly waived. You agree that the giving of five (5) days notice by
         us to your address shown on the first page hereof (or such other
         address of which we have received notice as provided herein),
         designating the place and time of any public sale or of the time after
         which any private sale or other intended disposition of the Collateral
         is to be made, shall be deemed to be reasonable notice thereof and you
         waive any other notice with respect thereto. The net cash proceeds
         resulting from the exercise of any of the foregoing rights or remedies
         shall be applied by us to the payment of the Obligations in such order
         as we may elect, and you shall remain liable to us for any deficiency.

7.2      We shall have the right in our sole discretion to determine which
         rights or remedies, and in which order any of the same, are to be
         exercised, and we may at any time pursue, relinquish, subordinate,
         modify or take any other action with respect thereto, without in any
         way modifying or affecting any of them. We may, at all times, proceed
         directly against you to enforce payment of the Obligations and shall
         not be required to take any action of any kind to preserve, collect or
         protect our or your rights in the Collateral.

7.3      The enumeration of the foregoing rights and remedies is not intended to
         be exclusive, and such rights and remedies are in addition to, and not
         by way of limitation of, any other rights or remedies we may have under
         applicable law including the Uniform Commercial Code.


                                       13





         The exercise of any right or remedy shall not preclude the exercise of
         any other right or remedy, all of which shall be cumulative and not
         alternative.

                                 VIII. WAIVERS

8.1      You hereby waive notice of dishonor, demand, presentment, protest and
         notice of protest with respect to any and all instruments included in
         or evidencing any of the Obligations or the Collateral, notice of
         acceptance hereof, notice of loans or advances made, credit extended,
         Obligations incurred, Collateral received, delivered, or released, or
         any other action taken in reliance hereon, and any and all other
         demands and notices of any description, except such as are expressly
         provided for herein.

8.2      No act, delay or omission on our part in exercising any right or remedy
         shall operate as a waiver of such or any other right or remedy. No
         single or partial waiver by us of any provision of this Agreement, or
         breach or default hereunder, or of any right or remedy shall operate as
         a waiver of such or any other provision, breach, default, right or
         remedy on a future occasion.

                   IX. TERMINATION; APPLICABLE LAW AND WAIVER
                            OF JURY TRIAL; MISCELLANEOUS

9.1      Upon acceptance by us, this Agreement shall become effective as of the
         date appearing on the first page hereof, and shall continue in full
         force and effect until the end of the second Contract Year, and from
         year to year thereafter, unless sooner terminated as herein provided.
         You may terminate this Agreement by giving us at least sixty (60) days'
         prior written notice. If you terminate this Agreement during the first
         Contract Year by giving us at least sixty (60) days' prior written
         notice, you shall pay to us, in addition to the then outstanding
         Obligations, a termination charge of $50,000.00. We may terminate this
         Agreement at any time by giving you written notice stating a
         termination date not less than sixty (60) days from the date such
         notice is given, or immediately at any time without prior notice upon
         the occurrence or during the continuance of a Default. Unless sooner
         demanded, all of your Obligations shall become due and payable as of
         any termination, and pending a final accounting, we may withhold any
         balances in your account (unless supplied with an indemnity
         satisfactory to us) to cover all of your Obligations.

9.2      Notwithstanding any termination of this Agreement, all of our rights,
         liens and security interests hereunder shall continue in full force and
         effect until all Obligations have been paid and satisfied in full.

9.3      This Agreement, together with any written and duly executed
         supplement(s), contains the entire understanding between us with
         respect to the subject matter hereof. Neither this Agreement nor any
         portion or provision hereof may be changed, modified, amended, waived,
         supplemented, discharged, cancelled or terminated orally or by any
         course of dealing between us, or in any manner other than by an
         agreement in writing, expressly referring hereto and signed by the
         party to be charged. The section titles contained in this Agreement are
         intended for convenience only and do not constitute and shall not be
         interpreted as part of this Agreement. You, if two or more in number,
         shall be jointly and severally bound hereunder.

9.4      Except as otherwise provided herein, all notices, requests and demands
         hereunder shall be: (a) addressed to the party to be served at the
         address shown on the first page hereof, or to


                                       14




         such other address as either party may designate by written notice to
         the other in accordance with this provision; and (b) deemed to have
         been given or made: if by hand, immediately upon delivery; if by telex
         or facsimile, immediately upon sending; if by overnight delivery
         service, one day after dispatch; and if by ordinary mail or
         registered/certified mail-return receipt requested (with proper
         postage prepaid), three (3) days after mailing.

9.5      This Agreement shall be binding upon and inure to the benefit of each
         of the parties hereto and their respective successors and assigns,
         except that you may not assign or transfer any of your rights or
         obligations under this Agreement without our prior written consent.

9.6      The parties hereto acknowledge that each party and its counsel have
         reviewed this Agreement and that the normal rule of construction to the
         effect that any ambiguities are to be resolved against the drafting
         party shall not be employed in the interpretation of this Agreement or
         any amendments or supplements thereto.

9.7      This Agreement shall be deemed to have been made in New York, New York
         and shall be interpreted, and the rights and liabilities of the parties
         hereto shall be determined, in accordance with the laws of the State of
         New York. As part of the consideration for new value this day given,
         you hereby consent to the jurisdiction of any state or federal court
         located within the State of New York.

9.8      If any provision of this Agreement, including, without limitation, any
         provision relating to charges constituting interest payable by you
         under this Agreement, is contrary to, prohibited by, or deemed invalid
         under applicable laws or regulations, such provision shall be
         inapplicable and deemed omitted to the extent so contrary, prohibited
         or invalid, but the remainder hereof shall not be invalidated thereby
         and shall be given effect so far as possible.

9.9      TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY MUTUALLY WAIVE ANY
         RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF
         THIS AGREEMENT OR ANY OTHER AGREEMENTS OR TRANSACTIONS BETWEEN US.














                                       15





If the foregoing is in accordance with your understanding, please so indicate by
signing and returning to us the original and one copy of this Agreement. After
being accepted below by one of our officers in New York, we shall forward a copy
to you with signatures completed for your files.

                                         Very truly yours,

                                         THE CIT GROUP/COMMERCIAL SERVICES, INC.


                                         By: /s/ Richard Lions
                                            ------------------------------------

                                         Name: Richard Lions
                                              ----------------------------------

                                         Title: Vice President
                                               ---------------------------------

Read and Agreed to:

MOVIE STAR, INC.


By: /s/ Thomas Rende
   -------------------------------------

Name: Thomas Rende
     -----------------------------------

Title: Chief Financial Officer
       ---------------------------------



                                         Accepted at New York, New York

                                         THE CIT GROUP/COMMERCIAL SERVICES, INC.


                                         By: /s/ Lizbeth McCarthy
                                            ------------------------------------

                                         Name: Lizbeth McCarthy
                                              ----------------------------------

                                         Title: Vice President
                                               ---------------------------------



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