LOAN AGREEMENT
                            BETWEEN
                CALIFORNIA STATEWIDE CERTIFIED
                    DEVELOPMENT CORPORATION
                          129 C STREET
                         DAVIS, CA 95616
                               AND
                  REAL GOODS TRADING CORPORATION
                    13771 SOUTH HIGHWAY 101
                        HOPLAND, CA 95449

                        LOAN AGREEMENT

     THIS AGREEMENT dated June 17, 1996, by and between REAL
GOODS TRADING CORPORATION, having their principal office at 13771
South Highway 101, Hopland, CA 95449 (hereinafter the"Borrower"),
and CALIFORNIA STATEWIDE CERTIFIED DEVELOPMENT CORPORATION, a
California corporation, having its principal offices at 129
C Street, Davis, CA 95616 (hereinafter the "Lender").

     WHEREAS, the Borrower has applied to the Lender for a loan
for the purpose of providing Borrower permanent financing for a
physical plant located at 13771 South Highway 101, Hopland, CA
95449, construction loan interest and permits and fees.
(hereinafter the "Acquisition Assets"), and 

     WHEREAS, the Lender is willing to sell a Debenture
(hereinafter the "Debenture"), the proceeds of which Debenture
will be used to make such a Loan to the Borrower on the terms and
conditions hereinafter set forth:

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

                        ARTICLE I
                        THE LOAN
SECTION 1.01:  THE LOAN, NOTE AND RATE
     Subject to the terms and conditions of this Agreement, and
the Authorization and Debenture Guaranty Agreement of the U. S.
Small Business Administration, the Lender hereby agrees to
lend the Borrower, and the Borrower hereby agrees to borrow from
the Lender and repay the Lender or its Assigns, the amount of
$604,000.00 (hereinafter the "Loan").  The obligation of
the Borrower to repay the Loan shall be evidenced by the
promissory note (hereinafter the "Note") of the Borrower in a
form satisfactory to the Lender payable to the order of the
Lender for the amount of the Loan with interest on the unpaid
principal as determined at the time when the Debenture of the
Lender, in the amount of $604,000.00, is sold as per the SBA
Authorization and Debenture Guaranty Agreement No. CDC 848 941 30
05 CA.

SECTION 1.02:  THE TERM AND PREPAYMENT
     The term of the loan shall be 20 years.  The Note shall be
repayable in 240 equal monthly installments.  The first monthly
installment shall be due and payable on October 1, 1996.  All
payments will be made promptly to the Lender at its address
specified at the beginning of this Agreement, or at such other
address as it may designate in writing.

     Prepayment of the entire outstanding balance of the
Indebtedness may be made prior to the maturity date hereof, but
no partial prepayments may be made.  The actual amount necessary
to prepay the Indebtedness during the term on the loan will be an
amount equal to the outstanding principal balance of the
Debenture, plus interest accrued and unpaid thereon to the
prepayment date, plus a prepayment premium ("PP"), if and,
determined as follows:

     PP = D(I x P), where
      D = the remaining principal balance of the Debenture
      I = the interest rate stated on the face of the
          Debenture expressed in decimal points
      P = the factor set forth below for the applicable year:

<TABLE>
                <C>                    <C>
                Year                      P

                 1                      1.00
                 2                       .90
                 3                       .80
                 4                       .70
                 5                       .60
                 6                       .50
                 7                       .40
                 8                       .30
                 9                       .20
                10                       .10
                11 and thereafter         .0
</TABLE>
     The borrower will be responsible for monthly payments up to
and including the payment due for the month of the next
semi-annual debenture payment following the date on which the
prepayment is made.  A request for prepayment shall be made to
the Development Company at least forty-five (45) days before the
prepayment date.  Seven (7) business days prior to the scheduled
prepayment date, Borrower shall cause to be transferred by wire a
non-refundable good faith deposit of One Thousand Dollars
($1,000.00) to the CSA.  Such deposit shall be applied in full to
the repurchase price of the debenture secured by the Note, and
shall be forfeited if Borrower fails to pay the designated total
prepayment amount on the designated prepayment date.

SECTION 1.03:  PURPOSE OF LOAN
     The purpose of the loan is to provide Borrower with
permanent financing for real property and improvements located at
13701 South Highway 101, Hopland, CA 95449 as well as for
construction loan interest, permits and fees.  Borrower agrees
that it will apply the funds received by it under this Agreement
in accordance with the use of loan proceeds specified in the
SBA Authorization and Debenture Guaranty Agreement No. CDC 848
941 30 05 CA.  Borrower further agrees that no application of any
funds received from the Lender hereunder shall be made in
violation of the Small Business Investment Act of l958 as
amended, or the Regulations promulgated thereunder.

                        ARTICLE II
                 REPRESENTATIONS AND WARRANTIES
     Borrower represents and covenants the following:

SECTION 2.01:  BORRROWER DULY AUTHORIZED
     Borrower is a corporation duly organized, validly existing
and in good standing under the laws of the State of California
and has power to enter into this Agreement and to execute its
guaranty of the Note.

SECTION 2.02:  DULY AUTHORIZED
     The making and performance by Borrower of this Agreement,
and the execution and delivery of the Note, and Security
Agreements and Instruments by Borrower and the execution
of its guaranty by Guarantor will not violate any law, rule,
regulation, order, writ, judgment, decree, determination or award
presently in effect having applicability to Borrower or Guarantor
or any provision of the Borrower s Certificate of Incorporation
or By-Laws or result in a breach of or constitute a default under
any indenture or bank loan or credit agreement or any other
agreement or instrument to which Borrower or Guarantor is a party
or by which either party or either party's property may be bound
or affected.

SECTION 2.03:  LEGALLY BINDING INSTRUMENTS
     When this Agreement is executed by Borrower and Lender, and
when the Note is executed and delivered by Borrower for value,
each such instrument shall constitute the legal, valid, and
binding obligation of Borrower in accordance with its terms.  Any
Security Agreements and Instruments, Financing Statements,
Mortgages and other liens on chattel or real estate shall
constitute legal, valid and binding liens free and clear of all
prior liens and encumbrances except as provided for.

SECTION 2.04:  NO LEGAL SUITS
     There are no legal actions, suits, or proceedings pending
or, to the knowledge of Borrower, threatened against Borrower or
Guarantor before any court or administrative agency, which, if
determined adversely to Borrower or Guarantor, would have a
material adverse effect on the financial condition or business of
Borrower or Guarantor.

SECTION 2.05:  NO LEGAL AUTHORIZATION NEEDED
     No authorization, consent or approval or any formal
exemption of any Governmental body, regulatory authorities
(Federal, state or local) or mortgagee, creditor or third party
is or was necessary to the valid execution and delivery by
Borrower of this Agreement, the Note, or any Security Agreement,
Financing Statement or Mortgage except as provided for under
Sections 3.09 and 3.10 herein.

SECTION 2.06:  NOT IN DEFAULT
     Neither Borrower nor Guarantor is in default of any
obligation, covenant, or condition contained in any bond,
debenture, note or other evidence of indebtedness or any mortgage
or collateral instrument securing the same.

SECTION 2.07:  TAXES ARE PAID
     Borrower and Guarantor have filed all tax returns which are
required and have paid or made provision for the payment of all
taxes which have or may become due pursuant to said returns
or pursuant to any assessments received by Borrower or Guarantor. 
No tax liability has been asserted by the Internal Revenue
Service or other taxing agency, federal, state, or local for
taxes materially in excess of those already provided for and
Borrower knows of no basis for any such deficiency assessment.

SECTION 2.08:  NO ADVERSE CHANGE
     Borrower certifies that there has been no adverse change
since the date of the Loan Application in the financial
condition, organization, operation, business prospects, fixed
properties, or personnel of Borrower or Guarantor.

                        ARTICLE III
                  CONDITIONS OF LENDING
     The obligation of Lender to make the Loan shall be subject
to the fulfillment at the time of closing of each of the
following conditions:

SECTION 3.01:  EXECUTION OF AUTHORIZATION
     Borrower shall have executed and delivered to Lender the SBA
Authorization and Debenture Guaranty Agreement No. CDC 848 941 30
05 CA.

SECTION 3.02:  EXECUTION AND DELIVERY OF NOTE AND LOAN AGREEMENT
     Borrower shall have executed and delivered to Lender this
Loan Agreement and the Note in a form satisfactory to Lender and
its Counsel.

SECTION 3.03:  EXECUTION AND DELIVERY OF MORTGAGE
     Borrower shall have executed and delivered to Lender a
Mortgage on the real estate purchased with the Loan proceeds. 
Said Mortgage shall be free and clear of all prior liens and
encumbrances except as provided for in accordance with the SBA
Authorization and Debenture Guaranty Agreement No. CDC 848 941 30
05 CA.  Said Mortgage is to secure payment of the principal of
the Note, the interest thereon, and any other sums payable by
Borrower hereunder.

SECTION 3.04:  EXECUTION AND CERTIFICATION OF RESOLUTION OF BOARD
               OF DIRECTORS
     Guarantor shall have executed and delivered to Lender a duly
certified copy of a Resolution of its Board of directors
authorizing the execution and delivery by Guarantor of the
Guaranty.

SECTION 3.05:  CORPORATE PAPERS
     Borrower shall have delivered to Lender copies of
Guarantor's Certificate of Incorporation, By-Laws, and
Certificate of Good Standing.

SECTION 3.06:  EXECUTION OF CSA AGREEMENT
     Borrower shall have executed and delivered to Lender the
Central Servicing Agent Agreement (SBA Form 1506) in a form
satisfactory to Lender's Counsel.

SECTION 3.07:  PERSONAL AND CORPORATE GUARANTEES
     Lender shall have received duly executed guaranty agreements
(SBA Form l48) of all individuals or entities, as set forth in
the SBA Authorization and Debenture Guaranty Agreement No. CDC
848 941 30 05 CA in amount and form satisfactory to
Lender's counsel.

SECTION 3.08:  TITLE INSURANCE
     Borrower shall have secured mortgage title insurance in the
form issued by companies satisfactory to Lender, in the amount of
the Loan insuring Lender and secured by a mortgage or deed of
trust subject only to exceptions approved in the SBA
Authorization and Debenture Guaranty Agreement No. CDC 848 941 30
05 CA.  The title policy shall show no delinquent taxes or
assessments affecting the real property or any part thereof on
the date of closing except as approved by Lender.

SECTION 3.09:  GOVERNMENTAL APPROVAL
     Borrower shall have secured all necessary approvals or
consents, if required, of Governmental bodies having jurisdiction
with respect to any construction contemplated in accordance with
the use of proceeds of the SBA Authorization and Debenture
Guaranty Agreement No. CDC 848 941 30 05 CA.

SECTION 3.10:  APPROVAL OF OTHERS
     Borrower shall have secured all necessary approvals or
consents required with respect to this transaction by any
mortgagee, creditor or other party having any financial interest
in Borrower.

SECTION 3.11:  OPINION OF COUNSEL
     Lender shall have received the opinion of Borrower's counsel
that:
     1.     the Guarantor is a corporation duly organized and
            validly existing under the laws of the State of
            California;

     2.     The Note has been duly executed and delivered by the
            Borrower and when the principal amount stated
            therein, less fees and expenses, has been advanced to
            the Borrower  or its assigns, will be a valid and
            binding obligation of the Borrower enforceable in
            accordance with its terms, except as limited by
            bankruptcy and similar laws affecting creditors
            generally.

                        ARTICLE IV
            AFFIRMATIVE COVENANTS OF THE BORROWER
     Borrower agrees to comply with the following covenants from
the date hereof until Lender has been fully repaid with interest,
unless Lender or its Assigns shall otherwise consent in writing:


SECTION 4.01:  PAYMENT OF THE LOAN
     Borrower agrees to pay punctually the principal and interest
on the Note according to its terms and conditions and to pay
punctually any other amounts that may become due and payable
to Lender under or pursuant to the terms of this Agreement or
Note.

SECTION 4.02:  PAYMENT OF OTHER INDEBTEDNESS
     Borrower and Guarantor agree to pay punctually the principal
and interest due on any other indebtedness now or hereafter at
anytime owing by Borrower or Guarantor to Lender or any other
lender.

SECTION 4.03:  PAYMENT OF CDC FEES
     In consideration of Lender's expenses associated with
processing and servicing this Loan, the Borrower agrees to pay to
Lender a processing fee of l.5% of the Debenture amount at loan
closing and an annual servicing fee of 0.5% of the unpaid balance
payable on a monthly basis. The remaining balance on which the
servicing fee will be based will be determined every five (5)
years commencing five (5) years from the Closing Date.

SECTION 4.04:  CENTRAL SERVICING AGENT
     Borrower agrees to use the services of the Central Servicing
Agent, hereinafter "CSA", as agent for Lender.  In consideration
of the CSA's expenses associated with the origination and
servicing of the Loan, Borrower agrees to pay the CSA an
origination fee of 0.25% of the Debenture amount at the time of
Loan disbursement and an annual servicing fee payable monthly
of l/10 of l% of the unpaid Loan balance for until the Loan is
paid in full.  The remaining balance on which the servicing fee
will be based will be determined every five (5) years
commencing five (5) years from the Closing Date.  Borrower
further agrees to allow the CSA to withhold from the Debenture
sale proceeds and amount equal to 0.5% of the total Debenture
proceeds to establish a Master Reserve Account.  The Master
Reserve Account is not refundable.

SECTION 4.05:  SELLING GROUP - UNDERWRITING FEE
     Borrower authorizes SBA through its agents to contract for
the firm underwritten offering of the Certificates (as that term
is defined in the Servicing Agent Agreement, SBA Form 1506)
through one or more underwriters (the "Selling Group") and to
permit the Selling Group to receive an underwriting fee not to
exceed 5/8 of 1% of the total Debenture proceeds.

SECTION 4.06:  FUNDING FEE
     Borrower authorizes the CSA to deposit into the Master
Reserve Account a funding fee in the amount of 1/4 of 1% of the
net debenture proceeds to be distributed by the CSA as the SBA
shall direct.

SECTION 4.07:  MAINTAIN AND INSURE PROPERTY
     Borrower agrees at all times to maintain the property
provided as security for this loan in such conditions and repair
that Lender's security will be adequately protected.   Borrower
also agrees to maintain during the term of the Loan adequate
hazard insurance policies covering fire and extended coverage and
such other hazards as may be deemed appropriate in amounts and
form sufficient to prevent Borrower from becoming a co-insurer
and issued by companies satisfactory to Lender with acceptable
loss payee clauses in favor of Lender.  Borrower further agrees,
if at any time during the life of the Loan, Borrower's property
is declared to be within a flood hazard area, to purchase Federal
Flood Insurance if available.  Such insurance shall be in an
amount equal to the lesser of:
     l.     the amount of the Loan;
     2.     the insurable value of the property; or
     3.     the maximum limit of coverage available.

     If the property is not located in a flood hazard area at the
time of the Loan closing, Borrower will provide satisfactory
evidence of that fact.  Borrower further agrees to maintain
adequate liability and worker's compensation insurance in amounts
and form satisfactory to Lender.

SECTION 4.08:  PAY ALL TAXES
     Borrower and Guarantor agree to duly pay and discharge all
taxes, assessments and governmental charges upon either or
against either's properties prior to the date on which the
penalties attach thereto except that Borrower and/or Guarantor
shall not be required to pay any such tax, assessment, or
governmental charge which is being contested by either in good
faith and by appropriate proceedings.

SECTION 4.09:  PROVIDE ADDITIONAL EQUITY
     Borrower agrees to provide additional equity funds to cover
additional project costs incurred as a result of overruns or
unanticipated expenses or changes in work orders in the project
as specified in SBA Authorization and Debenture Guaranty
Agreement No. CDC 848 941 30 05 CA.

SECTION 4.10:  MAINTAIN EXISTENCE
     Borrower agrees to maintain its corporate existence, rights,
privileges, and franchises within the State of California and
qualify and remain qualified as a foreign corporation in each
jurisdiction in which its present or future operations or its
ownership of property require such qualifications.


SECTION 4.11:  PROVIDE FINANCIAL INFORMATION
     Borrower and Guarantor agree to maintain adequate records
and books of account, in which complete entries will be made
reflecting all of their business and financial transactions, such
entries to be made in accordance with generally accepted
principles of good accounting practice consistently applied in
the case of financial transactions.
     In addition, Borrower agrees to deliver to Lender quarterly
financial statements certified by an authorized officer of
Borrower, to be true and accurate copies within sixty (60) days
of the close of the period and annual financial statements,
prepared by an independent accountant and certified by an
authorized officer of Borrower to be true and accurate copies
within ninety(90) days of the close of the period.

SECTION 4.12:  PROVIDE OTHER INFORMATION AND DOCUMENTS
     Borrower agrees to provide further information, display
documents and execute and deliver any and all additional
documents and instruments as may be reasonably requested by
Lender, its Assigns or Counsel, or the CSA including but not
limited to:
     l.     executing the SBA Form l59 "Compensation Agreement";
     2.     displaying the SBA Form 722 "Equal Opportunity
            Poster";
     3.     executing the SBA Form 600 Series "Civil Rights
            Compliance Forms"; and
     4.     Providing information as required of  Lender by the
            SBA for its annual reporting requirements.
     Borrower further agrees to provide written notice to Lender
of any public hearing or meeting before any administrative or
other public agency which may, in any manner, affect the chattel,
personal property, or real estate securing the Loan.

SECTION 4.13:  RIGHT TO INSPECTION
     Borrower agrees to grant Lender, until the Note has been
fully repaid with interest, the right at all reasonable hours to
inspect the chattel, personal property and real estate used to
secure the Loan; and Borrower further agrees to provide Lender
free access to Borrower's premises for the purpose of such
inspection to determine the condition of the chattel, personal
property and real estate.

SECTION 4.14:  NULL AND VOID COVENANTS
     Borrower agrees that in the event that any provision of this
Loan Agreement or any other instrument executed at closing or the
application thereof to any person or circumstances shall be
declared null and void, invalid, or held for any reason to be
unenforceable by a Court of competent jurisdiction, the remainder
of such agreement shall nevertheless remain in full force and
effect, and to this end, the provisions of all covenants,
conditions, and agreements described herein are deemed separate.

SECTION 4.15:  EXPENSES AND CLOSING COSTS
     Borrower agrees to pay all fees, expenses, and charges in
respect to the Loan, or its making or transfer to Lender in any
way connected therewith including, but not limited to, the fees
and out-of-pocket expenses of Counsel employed by Lender, title
insurance and survey costs, recording and filing fees, mortgage
taxes, documentary stamp, and any other taxes, fees and expenses
payable in connection with this transaction and with the
enforcement of this Loan Agreement and Note.

SECTION 4.16:  NOTICE OF DEFAULT
     Borrower agrees to give written notice to Lender of any
event within fifteen (15) days of the event which constitutes an
Event of Default under this Loan Agreement or that would, with
notice or lapse of time or both, constitute an Event of Default
under this Loan Agreement.

SECTION 4.17:  INDEMNIFICATION
     Borrower agrees to indemnify and save Lender or its assigns
harmless against any and all liability with respect to, or
resulting from, any delay in discharging any obligation of
Borrower.

SECTION 4.18:  EXPENSES OF COLLECTION OR ENFORCEMENT
     Borrower agrees, if at any time Borrower defaults on any
provision of this Loan Agreement, to pay Lender or its assigns,
in addition to any other amounts that may be due from Borrower,
an amount equal to the costs and expenses of collection,
enforcement or correction or waiver of the default incurred by
Lender or its assigns in such collection, enforcement, correction
or waiver of default, including but not limited to all attorneys'
fees.

                        ARTICLE V
NEGATIVE COVENANTS OF THE BORROWER
     Borrower covenants and agrees that, from the date hereof
until payment in full of the Note, unless  Lender or its assigns
shall otherwise expressly consent in writing, it will not enter
into any agreement or other commitment the performance of which
would constitute a breach of any of the covenants contained in
this Loan Agreement, including but not limited to the following
covenants:

SECTION 5.01:  ENCUMBER THE ACQUISITION ASSETS
     Borrower will neither create nor suffer to exist any
mortgage, pledge, lien, charge, or encumbrance, including liens
arising from judgments on the Acquisition Assets except as
provided for by the SBA Authorization and Debenture Guaranty
Agreement No. CDC 848 941 30 05 CA.

SECTION 5.02:  SELL THE ACQUISITION ASSETS
      Borrower will not sell, convey, or suffer to be conveyed,
lease, assign, transfer or otherwise dispose of the Acquisition
Assets unless approved in writing by the Small Business
Administration.  This agreement and the Note are secured by a
Deed of Trust which contains the following provision, among
others:

"IN THE EVENT OF SALE OR TRANSFER OF ALL OR ANY PORTION OF THE
PROPERTY DESCRIBED HEREIN, ALL SUMS REMAINING UNPAID UNDER THE
NOTE SECURED BY THIS DEED OF TRUST SHALL BECOME IMMEDIATELY DUE
AND PAYABLE AT THE ELECTION OF THE BENEFICIARY HEREIN AND NOTICE
OF SUCH ELECTION IS HEREBY WAIVED."

SECTION 5.03:  CHANGE OWNERSHIP
     The principals of Borrower will not permit without the
written permission of the SBA any material change in the
ownership structure, control, or operation of Borrower including
but not limited to:
     1.     any change in ownership  of the Borrower other than
            the regular public trading of Borrower s stock
     2.     Any change in the controlling interest of the
            Borrower;
     3.     any merger into or consolidation with any other
            person, firm, or corporation;
     4.     any significant issuance of any stock having ordinary
            voting power for the election of governing body of
            the Borrower;
     5.     any change in the nature of its business as carried
            at the date hereof;
     6.     any substantial distribution, liquidation or other
            disposal of the Borrower's assets to the shareholders
            other than distribution of dividends in the normal
            course of business.

SECTION 5.04:  BORROWER OWNERSHIP OF LENDER
     During the term of the Loan, neither the Borrower nor its
affiliates nor its principals nor its close associates will
acquire, either directly or indirectly, an ownership position or
interest in the Lender in excess of l0% of the votes or shares of
the Lender.


                        ARTICLE VI
                      EVENTS OF DEFAULT
     The entire unpaid principal of the Note, and the interest
then accrued thereon, shall become and be immediately due and
payable upon the written demand of the Lender or its Assigns,
without any other notice or demand of any kind or any presentment
or protest, if any one of the following events (hereafter an
"Event of Default") shall occur and be continuing at the time of
such demand, whether voluntarily or involuntarily, or without
limitation, occurring or brought about by operation of law or
pursuant to or in compliance with any judgment, decree or order
of any court or any order, rules or regulation of any
administrative or governmental body, provided, however, that such
sum shall not be then payable if Borrower's payments have been
expressly waived in writing, or the time for making the
Borrower's payments has been expressly extended by the SBA in
writing:

SECTION 6.01:  NON-PAYMENT OF LOAN
     If the Borrower shall fail to make payment when due of any
installment of principal on the Note, or interest accrued thereon
and if the default shall remain unremedied for fifteen (l5) days;

SECTION 6.02:  NON-PAYMENT OF OTHER INDEBTEDNESS
     If default shall be made in the payment when due of any
installment of principal or of interest on any of the Borrower's
other indebtedness and if such default shall remain unremedied
for fifteen (l5) days;

SECTION 6.03:  INCORRECT REPRESENTATION OR WARRANTY
     If any representation or warranty contained in, or made in
connection with the execution and delivery of, this Loan
Agreement, or in any certificate furnished pursuant hereto, shall
prove to have been incorrect when made in any material respect;

SECTION 6.04:  DEFAULT IN COVENANTS
     If the Borrower shall default in the performance of any
other term, covenant, or agreement contained in this Loan
Agreement, and such default shall continue unremedied for thirty
(30) days after either:
     l.     it becomes known to Borrower or an executive officer
            of the Guarantor; or
     2.     written notice thereof shall have been duly given to
            the Borrower by the Lender;

SECTION 6.05:  VOLUNTARY INSOLVENCY
      If the Borrower or Guarantor shall become insolvent or
shall ease to pay its debts as they mature or shall voluntarily
file a petition in Bankruptcy or a petition seeking
reorganization, or the appointment of a receiver, trustee, or
liquidation for it or a substantial portion of its assets or to
effect a plan or other arrangement with creditors, or shall be
adjudicated bankrupt, or shall make a voluntary assignment for
the benefit of its creditors;

SECTION 6.06:  INVOLUNTARY INSOLVENCY

     If any involuntary petition shall be filed against the
Borrower or Guarantor under any bankruptcy, insolvency or similar
law or seeking the reorganization of or the appointment of any
receiver, trustee, or liquidator for the Borrower or Guarantor,
or of a substantial part of the property of the Borrower or the
Guarantor, or if a writ or warrant of attachment or similar
process shall be issued against a substantial part of the
property of the Borrower or the Guarantor, and such petition
shall not be dismissed or such writ or warrant of attachment or
similar process shall not be released or bonded within thirty
(30) days after filing of levy;

SECTION 6.07:  JUDGMENTS
     If any final judgment for the payment of money that is not
fully covered by liability insurance and is in excess of
$l0,000.00 shall be rendered against the Borrower or the
Guarantor, and within thirty (30) days, shall not be discharged,
or an appeal therefrom taken and execution thereon effectively
stayed pending such appeal and, if such judgment is affirmed on
appeal, the same shall not be discharged within thirty (30) days.

                        ARTICLE VII
                    HAZARDOUS MATERIALS

SECTION 7.01
     Lender and Borrower agree as follows with respect to the
existence or "Use" of "Hazardous Materials" (as hereinafter
defined) on the Premises:

     a)      Borrower, at its sole cost, shall comply with all
local, state, and federal laws, regulations and permit conditions
and requirements relating to the generation, manufacture,
above-ground storage, underground storage, use, handling,
management, processing, treatment, recycling, transportation, or
disposal (herein collectively referred to as "Use") of Hazardous
Materials on the Premises.  If Borrower (or any of Borrower's
agents, employees, contractors, licensees or invitees) intends to
commence Use of any Hazardous Materials on the Premises (except
for reasonable quantities of gasoline, motor oil or similar
petroleum products used in connection with automobiles and other
vehicles), Borrower shall notify Lender in writing at least
twenty (20) days prior to (i) the first appearance on the
Premises of the respective Hazardous Material, indicating in such
notice the nature of the Hazardous Material and the intended
manner and extent of such Use; and (ii) any material increase or
change in the manner or extent of such Use.  Lender shall have
the right, in its sole discretion, to approve or disapprove of
any such Use of Hazardous Material on the Premises, and may as a
condition to approving any such Use, impose such requirements as
are at that time dictated by the S.B.A. and may require the
depositing by Borrower with Lender of appropriate insurance
and/or other security to ensure that Lender and the Premises are
reasonably protected against any potential liability or loss that
may arise therefrom.  No approval by Lender shall relieve
Borrower from any of its other obligations under this Article.

     (b)     If the presence of Hazardous Materials on the
Premises caused or permitted by Borrower, its agents, employees,
contractors, licensees or invitees results in contamination or
deterioration of the air, water, soil or of any improvements on
or under the Premises or on or under any adjacent property, or
results in any exposure of any person, including but not limited
to Borrower's employees, to Hazardous Materials in violation of
any local, state, or federal law or regulation, then Borrower
shall promptly take any and all action which may be necessary
or appropriate to clean up such contamination in the manner and
to the extent (i) required by applicable law or regulation or by
any applicable governmental agency, (ii) as may be a condition to
the future issuance or continuing effectiveness of any
governmental permit or approval which relates to the use,
occupancy, licensing or development of the Premises or all or any
part of the property of which the Premises form a part, (iii) as
may be reasonably required by Lender, or (iv) as may be required
by any actual or prospective lender with respect to the Premises.

     (c)     Borrower shall be solely responsible for and shall
defend, indemnify, and hold Lender (including all prior and
future owners of the Premises or any leasehold or other interest
therein) and its partners, lenders, agents and employees free and
harmless from and against any and all claims, causes of action,
costs, fines, penalties, liabilities and expenses, including
attorneys' fees and costs and experts' and consultants' fees and
costs, incurred or arising in any way out of or in connection
with any Use of Hazardous Materials by Borrower, its agents,
employees, contractors, licensees or invitees, including but not
limited to all costs and expenses associated with any permit
compliance, investigation, testing, monitoring, feasibility
studies, remedial action, planning, removal, clean-up, abatement,
restoration work or other action required to  return the Premises
to its condition existing prior to the appearance of any such
Hazardous Materials on the Premises.  The indemnity obligation of
Borrower hereunder shall survive any expiration or earlier
termination of the term of this Lease.  

     (d)     Lender may cause or permit testing wells to be
installed on the Premises or on adjoining property in locations
selected by Lender or its consultants or agents, or by any
applicable regulatory authority and may cause the soil and/or
ground water to be tested to detect the presence of Hazardous
Material by the use of such tests as Lender or its consultants or
agents or any applicable regulatory authority may deem
appropriate for such purposes.  The cost of such tests and of the
installation, maintenance, repair and replacement of such wells
shall be paid by Lender, except that Borrower shall pay the cost
thereof if the presence of Hazardous Materials is detected which
is reasonably believed to have been caused by Borrower, its
agents, employees, contractors, licensees or invitees.

     (e)     As used herein, the term "Hazardous Material" means
any hazardous or toxic substance, material or waste, the storage,
use or disposition of which is or becomes regulated by any local
governmental authority, the State of California or the United
States Government. The term "Hazardous Material" includes,
without limitation, any material or substance which is (i)
"hazardous material", "hazardous substance", "hazardous waste",
or "extremely hazardous waste" as defined in California Health
and Safety Code Sections 25501(j), 25316, 25501(k), 25115 and
25117; (ii) any waste listed under Article 9 or defined as
hazardous or extremely hazardous pursuant to Article 11 of Title
22 of the California Administrative Code, Division 4, Chapter 20;
(iii) any "hazardous waste" as defined or listed pursuant to
Section 1004 of the Federal Resource Conservation and Recovery
Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903),
(iv) any"hazardous substance" as defined in Section 101 of the
Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601), (v)
any material, substance, or waste defined or listed as a
"hazardous material", "hazardous substance", "hazardous waste" or
other similar designation by any regulatory scheme of the State
of California, the U.S. Government, or any local or regional
governmental agency having jurisdiction over the Premises, that
is similar to the foregoing; (vi) any chemical known to the State
of California to cause cancer or reproductive toxicity that is
subject to California Health and Safety Code Sections 25249.5 and
following; and/or (vii) the successor to any of the
aforementioned statutes, rules or regulations.

                        ARTICLE VIII
                        MISCELLANEOUS

SECTION 8.01:  NO WAIVER BY FAILURE TO EXERCISE
     No failure or delay on the part of the Lender in exercising
any right, power, or remedy hereunder shall operate as a waiver
thereof, nor shall any single partial exercise of any such
right, power, or remedy preclude any other or further exercise
thereof or the exercise of any other right, power or remedy
hereunder.

SECTION 8.02:  NO NON-WRITTEN WAIVER
     No modification or waiver of any provision of this Loan
Agreement or of the Note, nor any consent to any departure by the
Borrower therefrom, shall in any event be effective unless the
same shall be in writing and then such waiver or consent shall be
effective only in the specific instance and for the specific
purpose for which given.

SECTION 8.03:  NO RIGHT TO NOTICE
     No notice to or demand on the Borrower in any case shall
entitle the Borrower to any other or further notice or demand in
similar or other circumstances.

SECTION 8.04:  AMENDMENTS
     The Borrower and the Lender or its Assigns, with the
concurrence of the SBA, hereby expressly reserve all rights to
amend any provisions of this Agreement, to consent to or waiver
any departure from the provisions of the Note, and to release or
otherwise deal with any collateral security for payment of the
Note provided, however, that all such amendments be in writing
and executed by the Lender or its Assigns, the Borrower
and the SBA.

SECTION 8.05:  NOTICES
     All notices, consents, requests, demands and other
communications hereunder shall be in writing and shall be deemed
to have been duly given to a party hereto if mailed by certified
mail, prepaid, to the parties at their respective addresses set
forth at the end of this Loan Agreement or to such other
addresses as any party may have designated in writing to any
other party hereto.

SECTION 8.06:  PAYMENTS
     The Borrower will make payments to the Lender in accordance
with the terms and conditions and instructions contained in the
Central Servicing Agent Agreement (SBA Form 1506).

SECTION 8.07:  SURVIVAL OF REPRESENTATIONS AND WARRANTIES
     All agreements, representations, and warranties made by the
Borrower herein or any other document or certificate delivered to
the Lender in connection with the transactions contemplated by
this Loan Agreement shall survive the delivery of this Agreement,
the Note and the Security Agreements hereunder and shall continue
in full force and effect so long as the Note is outstanding.

SECTION 8.08:  SUCCESSORS AND ASSIGNS
     This Loan Agreement shall be binding upon the Borrower, its
Successors, and assigns, except that the Borrower may not assign
or transfer its rights without prior written consent of the
Lender and the SBA.  This Agreement shall insure to the
benefit of the Lender, its Successors and Assigns, and, except as
otherwise provided in particular provisions hereof, all
subsequent holders of the Note.

SECTION 8.09:  COUNTERPARTS
     This Loan Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

SECTION 8.10:  GOVERNING LAW
     This Loan Agreement and the Note and Security Agreements,
Financing Statements and Mortgage shall be deemed contracts made
under the laws of the State of California and for all purposes
shall be construed in accordance with the laws of California.

SECTION 8.11:  ARTICLE AND SECTION HEADINGS
     Article and section headings used in this Agreement are for
convenience only and shall not affect the construction of this
Agreement.
DATED:  June 17, 1996

Borrower:                          Lender:
Real Goods Trading Corporation     California Statewide Certified
13771 South Highway 101               Development Corporation
Hopland, CA 95449                        29 C Street
                                        Davis, CA 95616

By: [S]John C. Schaeffer                By:[S]Barbara A. Vohryzek
       John C. Schaeffer                      Barbara A. Vohryzek
          President                            Executive Director


By: [S]Donna Montag
       Donna Montag
        Secretary
<PAGE>
     OMB Approval No. 3245-0201 expiration Date 11-30-90 

SBA LOAN NO. CDC 848     94I  30   05   CA

SMALL BUSINESS ADMINISTRATION (SBA) GUARANTY

June 17, 1996

California Statewide Certified In order to induce Development
Corporation hereinafter called "Lender") to make a loan or (SBA
or other Lending Institution) loans, or renewal or extension
thereof, to Real Goods Trading Corporation (hereinafter called
"Debtor"), the Undersigned hereby unconditionally guarantees to
Lender, its successors and assigns, the due and punctual payment
when due, whether by acceleration or otherwise, in accordance
with the terms thereof, of the principal of and interest on and
all other sums payable, or stated to be payable, with respect to
the note of the Debtor, made by the Debtor to Lender dated June
17, 1996 in the principal amount of $604,000.00 , with interest
to the rate of  *  per cent per annum. Such note, and the
interest thereon and all other sums payable with respect thereto
are hereinafter collectively called "Liabilities". As security
for the performance of this guaranty the Undersigned hereby
mortgages, pledges, assigns, transfers and delivers to Lender
certain collateral (if any), listed in the schedule on the
reverse side hereof. The term "collateral" s used herein shall
mean any funds, guaranties, agreements or there property or
rights or interest of any nature whatsoever, or the proceeds
thereof, which may have been, are, or hereafter may be,
mortgaged, pledged, assigned, transferred or delivered directly
or indirectly by or on behalf of the Debtor or the Undersigned or
any other party to Lender or to the holder of the  aforesaid note
of the Debtor, or which may have been, are, or hereafter may be
held by any party as trustee or otherwise, as security, whether
immediate or underlying, for the performance of this guaranty or
the payment of the Liabilities or any of them or any security
therefor. 

The Undersigned waives any notice of the incurring by the Debtor
at any time of any of the Liabilities, and waives any and all
presentment, demand, protest or notice of dishonor, nonpayment,
or other default with respect to any of the Liabilities and any
obligation of any party at any time comprised in the collateral.
The Undersigned hereby grants to Lender full power, in its
uncontrolled discretion and without notice to the undersigned,
but subject to the provisions of any agreement between the Debtor
or any other party and Lender at the time in force, to deal in
any manner with the Liabilities and the collateral, including,
but without limiting the generality of the foregoing, the
following powers: 

(a) To modify or otherwise change any terms of all or any part of
the Liabilities or the rate of interest thereon (but not to
increase the principal amount of the note of the Debtor to
Lender), to grant any extension or renewal thereof and any other
indulgence with respect thereto, and to effect any release,
compromise or settlement with respect thereto; 

(b) To enter into any agreement of forbearance with respect to
all or any part of the Liabilities, or with respect to all or any
part of the collateral, and to change the terms of any such
agreement; 

(c) To forbear from calling for additional collateral to secure
any of the Liabilities or to secure any obligation comprised in
the collateral; 

(d) To consent to the substitution, exchange or release of all or
any part of the Liabilities, whether or not the collateral, if
any received by Lender upon any such substitution, exchange or
release shall be of the same or of a different character or value
than the collateral surrendered by Lender;

(e) In the event of the nonpayment when due, whether by
acceleration or otherwise, of any of the Liabilities, or in the
event of default in the performance of any obligation comprised
in the collateral, to realize on the collateral or any part
thereof, as a whole or in such parcels or subdivided interests as
Lender may elect, at any public or private sale or sales, for
cash or on credit or for future delivery, without demand,
advertisement or notice of the time or place of sale or any
adjournment thereof (the Undersigned hereby waiving any such
demand, advertisement and notice to the extent permitted by law),
or by foreclosure or otherwise, or to forbear from realizing
thereon, all as Lender in its uncontrolled discretion may deem
proper, and to purchase all or any part of the collateral for its
own account at any such sale or foreclosure, such powers to be
exercised only to the extent permitted by law.

* Interest to be determined at the time when the Debenture of the
Lender is sold as per the SBA Authorization referencing the above
SBA Loan Number.

The obligations of the Undersigned hereunder shall not be
released, discharged or in any way affected, nor shall the
Undersigned have any rights or recourse against Lender, by
reason of any action Lender may take or omit to take under the
foregoing powers.

In case the Debtor shall fail to pay all or any part of the
Liabilities when due, whether by acceleration or otherwise,
according to the terms of said note, the Undersigned, immediately
upon the written demand of Lender, will pay to Lender the amount
due and unpaid by the Debtor as aforesaid, in like manner as if
such amount constituted the direct and primary obligation of the
Undersigned. Lender shall not be required, prior to any such
demand on, or payment by, the Undersigned, to make any demand
upon or pursue or exhaust any of its rights or remedies against
the Debtor or others with respect to the payment of any of the
Liabilities, or to pursue or exhaust any of its rights or
remedies with respect to any part of the collateral. The
Undersigned shall have no right of subrogation whatsoever with
respect to the Liabilities or the collateral unless and until
Lender shall have received full payment of all the Liabilities.

The obligations of the Undersigned hereunder, and the right of
Lender in the collateral, shall not be released, discharged or in
any way affected, nor shall the Undersigned have any rights
against Lender by reason of the fact that any of the collateral
may be in default at the time of acceptance thereof by Lender or
later; nor by reason of the fact that a valid lien in any of the
collateral may not be conveyed to, or created in favor of,
Lender; nor by reason of the fact that any of the collateral may
be subject to equities or defenses or claims in favor of others
or may be invalid or defective in any way; nor by reason of the
fact that any of the Liabilities may be invalid for any reason
whatsoever; nor by reason of the fact that the value of any of
the collateral, or the financial condition of the Debtor or of
any obligor under or guarantor of any of the collateral, may not
have been correctly estimated or may have changed or may
hereafter change; nor by reason of any deterioration, waste, or
loss by fire, theft, or otherwise of any of the collateral,
unless such deterioration, waste or loss be caused by the willful
act or willful failure to act of Lender. The Undersigned agrees
to furnish Lender, or the holder of the aforesaid note of the
Debtor, upon demand, but not more often than semiannually, so
long as any part of the indebtedness under such note remains
unpaid, a financial statement setting forth, in reasonable
detail, the assets, liabilities, and net worth of the
Undersigned.

The Undersigned acknowledges and understands that if the Small
Business Administration (SBA) enters into, has entered into, or
will enter into, a Guaranty Agreement, with Lender or any other
lending institution, guaranteeing a portion of Debtor's
Liabilities, the Undersigned agrees that it is not a co-guarantor
with SBA and shall have no right of contribution against SBA. The
Undersigned further agrees that all liability hereunder shall
continue notwithstanding payment by SBA under its Guaranty
Agreement to the other lending institution. 

The term "Undersigned" as used in this agreement shall mean the
signer or signers of this agreement, and such signers, if more
than one, shall be jointly and severally liable hereunder. The
Undersigned further agrees that all liability hereunder shall
continue notwithstanding the incapacity, lack of authority,
death, or disability of any one or more of the Undersigned, and
that any failure by Lender or its assigns to file or enforce a
claim against the estate of any of the Undersigned shall not
operate to release any other of the Undersigned from liability
hereunder. The failure of any other person to sign this guaranty
shall not release or affect the liability of any signer hereof. 

Guarantor waive all rights and defense arising out of an election
of remedies by the creditor, even though that election of
remedies, such as a nonjudicial foreclosure with respect to
security for a guaranteed obligation, has destroyed the
guarantor's rights of subrogation and reimbursement against the
principal by the operation of Section 580d of the Code of Civil
Procedure or otherwise. 

[S]JOHN C. SCHAEFFER
   John C. Schaeffer

NOTE-- Corporate guarantors must execute guaranty in corporate
name, by duly authorized officer, and seal must be affixed and
duly attested; partnership guarantors must execute guaranty in
firm name, together with signature of a general partner. Formally
executed guaranty is to be delivered at the time of disbursement
of loan. 

(LIST COLLATERAL SECURING THE GUARANTY)

In consideration of the Guaranty by the Small Business
Administration of a Debenture in the amount of $604,000.00 issued
by CALIFORNIA STATEWIDE CERTIFIED DEVELOPMENT CORPORATION (which
Debenture is identified as REAL GOODS TRADING CORPORATION) said
CALIFORNIA STATEWIDE CERTIFIED  DEVELOPMENT CORPORATION assigns
and transfers all interest herein to the U.S. SMALL BUSINESS
ADMINISTRATION 

CALIFORNIA STATEWIDE CERTIFIED DEVELOPMENT CORPORATION

    By:[S] BARBARA A. VOHRYZEK
           Barbara  A. Vohryzek, Executive Director

Attest:[S]KAREN L. GODELL 
          Karen L. Goodell
<PAGE>
U. S. Small Business Administration
Certified Development Company Program
"504" NOTE
Loan Number CDC 848 941 30 05 CA

Ukiah, California
(City and State)

$ 604,000 00        (Date) June 17, 1996

For value received, the Undersigned promises to pay to the order
of California Statewide Certified Development Corporation, Payee
(development company), at its office in (City and State) Davis,
California  or upon assignment or transfer of this Note by the
Payee, and written notice thereof to the Undersigned, at such
other place as may be designated from time to time by said
assignee or transferee, Six hundred four thousand dollars,
(Write out amount) with interest on the outstanding balance at
7.77% per annum commencing on September 11, 1996 (date of
Debenture).

Loan payments shall be made in equal installments, each in the
amount of $4,962.82, commencing on the first day of
September 1, 2016, and continuing due and payable on the
first day of each month thereafter until September 11, 2016, when
the full unpaid balance of principal and interest shall become
due and payable. In addition to the aforesaid loan payments,
Undersigned's total monthly obligation shall include the service
fees set forth in the Servicing Agent Agreement (SBA Form 1506)
attached to and incorporated into this Note. 

This Promissory Note evidences and related Collateral is given,
to secure a loan made by the Payee to the Undersigned and such
Note and Collateral will be assigned by Payee to the Small
Business Administration (SBA) to secure the guaranty by SBA
pursuant to 503(a) of the Small Business Investment Act [15
U.S.C. 697(a)], of a Debenture to be issued and sold by the
Payee (the "Debenture"), which is hereby incorporated herein by
reference. 

All payments under this note shall be applied in this order: (1)
to the servicing fees set forth in the Servicing Agent Agreement,
(2) to interest, (3) to principal, (4) to the late fee set forth
in this Note. 

LATE CHARGE
In the event Payee or its Agent or assignee accepts a late
payment after the fifteenth day of the month in which such
payment is due, the Undersigned agrees to pay a late payment
charge equal to five percent of the late amount or $100.00,
whichever is greater, as compensation for additional collection
efforts. 

DEFINITIONS
The term "Indebtedness" as used herein shall mean the
indebtedness evidenced by this Note, including principal,
interest, service fees, late payment charges, and expenses
including but not limited to the expenses related to the
care and preservation of Collateral and interest at the note rate
thereon, whether contingent, now due or hereafter to become due,
and the stated prepayment premium, if applicable. The term
"Collateral" as used in this Note shall mean any funds,
guaranties, or other property, or rights therein of any nature
whatsoever, or the proceeds thereof, which are, or hereafter may
be hypothecated, directly or indirectly, by the Undersigned or
others, in connection with, or as security for, the Indebtedness
or any part thereof. The Collateral, and each part thereof, shall
secure the Indebtedness and each part thereof. The covenants and
conditions set forth or referred to in any instruments of
hypothecation constituting the Collateral are hereby incorporated
in this Note as covenants and conditions of the Undersigned with
the same force and effect as though such covenants and conditions
were fully set forth herein. The term "CSA" shall mean the
Central Servicing Agent appointed by the development company (SBA
Form 1506) and accepted by the Undersigned to receive all
payments by the Undersigned under this Note. The term
"Undersigned" shall mean the borrower under this Note and, if the
operating small concern for the benefit of which this loan is
made is not the borrower, such operating small concern. 

PREPAYMENT
Payment of the entire outstanding balance of the Indebtedness may
be made prior to the maturity date hereof, timing to be arranged
with Payee or SBA as assignee but no partial prepayments may be
made. The amount required to prepay this Note shall be the
aggregate of the Indebtedness including interest to the
prepayment (repurchase) date, and any prepayment premium
required by the schedule to be attached to this Note and
incorporated by this reference. For purposes of prepayment the
repurchase date is the next semi-annual payment date on the
Debenture. The Undersigned must make a written request for
prepayment to the payee or SBA as assignee at least forty-five
(45) days before the prepayment date. Ten (10) business days
prior to the scheduled prepayment date the undersigned shall
cause to be transferred by wire a nonrefundable good faith
deposit of one thousand dollars ($1,000) to the CSA. Such deposit
shall be applied in full to the repurchase price of said
debenture and shall be forfeited if undersigned fails to pay the
designated total prepayment amount to the CSA on the designated
prepayment date, as compensation for the cost of arranging the
failed prepayment.

ACCELERATION
The Indebtedness shall immediately become due and payable, upon
the appointment of a receiver or liquidator, whether voluntary or
involuntary, for the Undersigned or for any of its property, or
upon the filing of a petition by or against the Undersigned under
the provisions of any State or Federal insolvency law or under
the provisions of the Bankruptcy Code of 1978 or upon the making
by the Undersigned of an assignment for the benefit of its
creditors. Payee with the consent of SBA, or SBA as assignee is
authorized to declare all or any part of the Indebtedness
immediately due and payable upon the happening of any of the
following events: (1) Failure to pay any part of the Indebtedness
when due; (2) nonperformance by the Undersigned of any agreement
with, or any condition imposed by, the development company or
SBA; (3) failure of the Undersigned or any person acting on
behalf of the Undersigned to disclose any material fact, in any
application, declaration or other document delivered to the
development company or SBA or any misrepresentation by or for the
benefit of the Undersigned in such document; (4) the
reorganization, merger or consolidation of the Undersigned
without prior written consent of the development company and SBA,
or the making of an agreement therefor; (5) the sale of the
Collateral, or any part of it or any interest in it, or any
agreement that the Collateral will be alienated by the
Undersigned, or any alienation of the Collateral by operation of
law or otherwise; (6) the Undersigned's failure duly to account,
to Payee's or SBA's (as assignee) satisfaction, at such time or
times as may be required, for any of the Collateral, or proceeds
thereof, coming into the control of the Undersigned; (7) the
institution of any suit affecting the Undersigned deemed by SBA
to affect adversely its interest hereunder in the Collateral or
otherwise; (8) any change, without prior written approval by SBA,
affecting ten or more percent in the legal or equitable ownership
of the Undersigned; (9) any change in the respective ownerships
of the Undersigned; (10) if the Undersigned and/or its affiliates
acquire directly or indirectly an ownership interest of ten or
more percent in the development company; (11) any other event
prohibited by the related security or other instruments; or (12)
any violation by the Undersigned of SBA regulations. Payee's or
SBA's as assignee failure to exercise its rights under this
paragraph shall not constitute a waiver thereof. Upon
acceleration pursuant to this paragraph, the indebtedness shall
be computed in the same manner as is set forth for the prepayment
amount in the preceding paragraph captioned "Prepayment".

COLLATERAL
Upon the nonpayment of the Indebtedness, or any part thereof,
when due, whether by acceleration or otherwise, Payee with SBA's
consent or SBA as assignee is empowered to sell, assign, and
deliver the whole or any part of the Collateral at public or
private sale. After deducting all expenses incidental to such
sale or sales, Payee or SBA as assignee may apply the proceeds
thereof to the payment of the Indebtedness as it shall deem
proper. The Undersigned hereby waives all rights to redemption or
appraisement whether before or after sale. Payee with SBA's
consent or SBA as assignee is further empowered, to convert into
money all or any part of the Collateral, by suit or otherwise,
and to surrender, compromise, release, renew, extend, exchange,
or substitute any item of the Collateral in transactions with the
Undersigned or any third party. Whenever any item of the
Collateral shall not be paid when due, or otherwise shall be in
default, whether or not the Indebtedness, or any part thereof,
has become due, Payee or SBA as assignee shall have the same
rights and powers with respect to such item of the Collateral
as are granted in respect thereof in this paragraph in case of
nonpayment of the Indebtedness, or any part thereof, when due.
None of the rights, remedies, privileges, or powers of Payee or
SBA as assignee expressly provided for herein shall be exclusive,
but each of them shall be cumulative with and in addition to
every other such power now or hereafter existing in favor of
Payee or SBA as assignee, whether at law or in equity, by statute
or otherwise.

The Undersigned agrees to take all necessary steps to administer,
supervise, preserve, and protect the Collateral; and regardless
of any action taken by Payee or SBA as assignee, there shall be
no duty upon Payee or SBA as assignee in this respect. The
Undersigned shall pay all expenses of any nature, including but
not limited to reasonable attorney's fees and costs, which Payee
or SBA as assignee may deem necessary in connection with the
satisfaction of the Indebtedness or the administration,
preservation (including, but not limited to, adequate insurance
of), or the realization upon the Collateral. Payee with SBA's
consent or SBA as assignee is authorized to pay at any time and
from time to time any or all of such expenses, add the amount of
such payment to the amount of the Indebtedness, and charge
interest thereon at the rate specified herein with respect to the
principal amount of this Note.

The security rights of Payee or SBA as assignee hereunder shall
not be impaired by any indulgence, including but not limited to
(a) any renewal,  extension, or modification which Payee or SBA
as assignee may grant with respect to the Indebtedness or any
part thereof, or (b) any surrender, compromise, release,
exchange, or substitution which Payee or SBA as assignee may
grant in respect of the Collateral, or (c) any indulgence granted
in respect to any endorser, guarantor, or surety. The Payee or
SBA as assignee of this Note, the Collateral, any guaranty, and
any other document (or any of them), sold, transferred, or
pledged, shall forthwith become vested with and entitled to
exercise all the powers and rights given by this Note as if said
purchaser, transferee, or pledgee were originally named as Payee
in this Note. 

 Real Goods Trading Corporation

By:[S]DONNA MONTAG             By:[S]JOHN C. SCHAEFFER
      Donna Montag, Secretary        John C. Schaeffer, President

In consideration of the guarantee by Small Business
Administration of a Debenture in the amount of  $604,000.00,
issued by  California Statewide Certified Development
Corporation, (Development Company) (which Debenture is identified
as Small Business. Project Real Goods Trading Corporation) said
California Statewide Certified Development Corporation hereby
assigns and transfers all rights, title and interest in this Note
to the Small Business Administration.

California Statewide Certified Development Corporation

By: [S]BARBARA A. VOHRYZEK
       Barbara A. Vohryzek,
        Executive Director

Prepayment Schedule

Prepayment of the entire outstanding balance of the Indebtedness
may be made prior to the maturity date hereof, but no partial
prepayments may be made. The actual amount necessary to prepay
the Indebtedness during the term on the loan will be a
nonrefundable $1,000.00 deposit plus an amount equal to the
outstanding principal balance of the Debenture, plus interest
accrued and unpaid thereon to the next semi-annual payment date
on the Debenture, plus a prepayment premium ("PP"), if and,
determined as follows:

PP = D(I x P), where
D = the remaining principal balance of the Debenture I = the
interest rate stated on the face of the Debenture expressed in
decimal points 
P = the factor set forth below for the applicable year:
<TABLE>
        <C>                   <C>
        Year                     P
         1                     1.00
         2                      .90
         3                      .80
         4                      .70
         5                      .60
         6                      .50
         7                      .40
         8                      .30
         9                      .20
        10                      .10
        11 end "hereafter        .0
</TABLE>
This Schedule is incorporated into the promissory Note of the
borrower by the paragraph entitled "Prepayment" on page 2 of the
Note.


[S]J. S.
Borrower's 
Initials