<PAGE>


                                                                 EXHIBIT 10.10

                               TERM LOAN AGREEMENT

     This Term Loan Agreement (the  "Agreement') is made and entered into by and
between the undersigned  borrower (the "Borrower") and the undersigned bank (the
"Bank") as of the date set forth on the last page of this Agreement.

                                ARTICLE 1. LOANS

           1.1 Terms for Advance(s). [CHOOSE ONE:]


                  |X|    SINGLE  ADVANCE TERM LOAN.  As of the date hereof,  the
                         Borrower  has obtained a term loan from the Bank in the
                         amount of, $ 640,000.00  (the "Loan  Amount).  The term
                         loan is  evidenced by a single  promissory  note of the
                         Borrower  to the  order  of the  Bank in the  principal
                         amount  of the  Loan  Amount  and  dated as of the date
                         hereof (the "Note").


                         MULTIPLE ADVANCE TERM LOAN. Prior to N/A or the earlier
                         termination  hereof,  the Borrower may obtain  advances
                         from the Bank in an  aggregate  amount not  exceeding $
                         N/A  (the  "Loan  Amount').  The  term  loans  will  be
                         evidenced by a single  promissory  note of the Borrower
                         to the Bank in the principal  amount of the Loan Amount
                         and dated as of the date hereof (the "Note").  Although
                         the Note will be  expressed as payable in the full Loan
                         Amount,  the Borrower will be obligated to pay only the
                         amounts  actually  disbursed  hereunder,  together with
                         accrued  interest  on the  outstanding  balance  at the
                         rates and on the dates specified therein and such other
                         charges provided for herein.

           1.2  ADVANCES  AND  PAYING  PROCEDURE.  The  Bank is  authorized  and
        directed to credit any of the  Borrower's  accounts with the Bank (or to
        the  account the  Borrower  designates  in  writing)  for all loans made
        hereunder, and the Bank is authorized to debit such account or any other
        account of the Borrower with the Bank for the amount of any principal or
        interest  due under the Note or other  amount due  hereunder  on the due
        date with respect thereto.

           1.3 CLOSING FEE. The  Borrower  will pay the Bank a one-time  closing
        fee of $ N/A  contemporaneously  with execution of this Agreement.  This
        fee is in  addition to all other fees,  expenses  and other  amounts due
        hereunder.

           1.4.  COMPENSATING  BALANCES.  The Borrower  will maintain on deposit
        with the Bank in non-interest  bearing  accounts average daily collected
        balances,  in excess of that  required to support  account  activity and
        other credit facilities  extended to the Borrower by the Bank, an amount
        at least equal to the sum of (i) $ N/A and (ii) N/A % of the Loan Amount
        as  computed  on a  monthly  basis.  If the  Borrower  fails to keep and
        maintain such  balances,  it will pay a deficiency  fee,  payable within
        five days  after  receipt of a  statement  therefore  calculated  on the
        amount by which the Borrower's  average daily balances are less than the
        requirements  set forth above,  computed at a rate equal to the rate set
        forth in the Note.

           1.5 EXPENSES AND  ATTORNEYS'  FEES.  The Borrower will  reimburse the
        Bank and any Participant (defined below) for all attorneys' fees and all
        other costs, fees and out-of-pocket  disbursements  incurred by the Bank
        or any  Participant  in  connection  with  the  preparation,  execution,
        delivery,  administration,  defense and enforcement of this Agreement or
        any of the other Loan Documents  (defined below),  including  attorneys'
        fees  and all  other  costs  and  fees  (a)  incurred  before  or  after
        commencement  of  litigation  or at  trial,  on  appeal  or in any other
        proceeding, (b) incurred in any bankruptcy proceeding and (c) related to
        any waivers or amendments  with respect  thereto  (examples of costs and
        fees  include  but are  not  limited  to fees  and  costs  for:  filing,
        perfecting or confirming the priority of the Bank's lien, title searches
        or insurance, appraisals, environmental audits and other reviews related
        to the Borrower, any collateral or the loans, if requested by the Bank).
        The Borrower will also  reimburse the Bank and any  Participant  for all
        costs of  collection,  including all attorneys'  fees,  before and after
        judgment,  and the  costs  of  preservation  and/or  liquidation  of any
        collateral.

           1.6  CONDITIONS TO BORROWING.  The Bank will not be obligated to make
        (or  continue  to  make)  advances  hereunder  unless  (i) the  Bank has
        received  executed  originals  of the Note and all  other  documents  or
        agreements  applicable to the loans described herein,  including but not
        limited to the  documents  specified in Article III  (collectively  with
        this Agreement the "Loan Documents'),  in form and content  satisfactory
        to the  Bank;  (ii) if the  loan  is  secured,  the  Bank  has  received
        confirmation  satisfactory to it that the Bank has a properly  perfected
        security interest, mortgage or lien, with the proper priority, (iii) the
        Bank  has  received  certified  copies  of  the  Borrower's   governance
        documents and  certification  of entity status  satisfactory to the Bank
        and all other relevant documents; (iv) the Bank has received a certified
        copy of a resolution or authorization  in form and content  satisfactory
        to the Bank  authorizing  the loan  and all  acts  contemplated  by this
        Agreement  and  all  related  documents,   and  confirmation  of  proper
        authorization  of  all  guaranties  and  other  acts  of  third  parties
        contemplated  hereunder;  (v) if required by the Bank, the Bank has been
        provided  with  Opinion of the  Borrower's  counsel in form and  content
        satisfactory to the Bank confirming the matters  outlined in Section 2.2
        and such other  matters  as the Bank  requests;  (vi) no default  exists
        under this  Agreement  or under any other Loan  Documents,  or under any
        other agreements by and between the Borrower and the Bank; and (vii) all
        proceedings  taken in connection with the  transactions  contemplated by
        this Agreement  (including any required  environmental  assessments),and
        all instruments,  authorizations and other documents applicable thereto,
        are satisfactory to the Bank and its counsel.

                      ARTICLE II. WARRANTIES AND COVENANTS

           While any part of the  credit  granted  to the  Borrower  under  this
        Agreement or the other Loan  Documents  is available or any  obligations
        under any of the Loan Documents are unpaid or outstanding,  the Borrower
        continuously warrants and agrees as follows:

        2.1 ACCURACY OF INFORMATION. All information, certificates or statements
        given  to the  Bank  pursuant  to  this  Agreement  and the  other  Loan
        Documents will be true and complete when given.

        2.2 ORGANIZATION AND AUTHORITY; LITIGATION. This Agreement and the other
        Loan  Documents  are the legal,  valid and  binding  obligations  of the
        Borrower,  enforceable  against the  Borrower in  accordance  with their
        terms. The execution, delivery and performance of this Agreement and all
        other Loan Documents to which the Borrower is a party (i) are within the
        borrower's  power;  (ii) have been duly  authorized  by all  appropriate


                                  Page 3 of 19
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        entity  action;  (iii) do not require the  approval of any  governmental
        agency;  and (iv) will not violate any law,  agreement or restriction by
        which the Borrower is bound.  If the Borrower is not an individual,  the
        Borrower is validly  existing and in good standing under the laws of its
        state  of  organization,  has all  requisite  power  and  authority  and
        possesses  all  licenses  necessary  to conduct its business and own its
        properties.   There  is  no  litigation  or  administrative   proceeding
        threatened  or pending  against the Borrower  which would,  if adversely
        determined,  have a material adverse effect on the Borrower's  financial
        condition or its property.

        2.3  EXISTENCE;  BUSINESS  ACTIVITIES;  ASSETS;  CHANGE OF CONTROL.  The
        Borrower will (i) preserve its existence,  rights and  franchises;  (ii)
        not make any  material  change in the  nature or manner of its  business
        activities; (iii) not liquidate,  dissolve, merge or consolidate with or
        into another entity or change its form of  organization;  (iv) not amend
        its  organizational  documents in any manner that may conflict  with any
        term or  condition  of the  Loan  Documents;  and (v) not  sell,  lease,
        transferor  otherwise dispose of all or substantially all of its assets.
        Other  than  the  transfer  to a trust  beneficially  controlled  by the
        transferor,  no event shall occur which  causes or results in a transfer
        of  majority  ownership  of  the  Borrower  while  any  Obligations  are
        outstanding or while the Bank has any  obligation to provide  funding to
        the Borrower.

        2.4 USE OF PROCEEDS;  MARGIN  STOCK;  SPECULATION.  Advances by the Bank
        hereunder  will be used  exclusively  by the  Borrower  for the purposes
        represented  to the  Bank.  The  Borrower  will not,  without  the prior
        written  consent  of the Bank,  redeem,  purchase,  or retire any of the
        capital  stock  or  declare  or pay any  dividends,  or make  any  other
        payments  or  distributions  of  a  similar  type  or  nature  including
        withdrawal  distributions.  The  Borrower  will  not use any of the loan
        proceeds to purchase or carry "margin" stock (as defined in Regulation U
        of the Board of Governors of the Federal Reserve System). No part of any
        of the  proceeds  will  be used  for  speculative  investment  purposes,
        including, without limitation, speculating or hedging in the commodities
        and/or futures market.

        2.5  ENVIRONMENTAL  MATTERS.  Except as disclosed in a written  schedule
        attached to this  Agreement  (if no schedule is  attached,  there are no
        exceptions),  there exists no  uncorrected  violation by the Borrower of
        any  federal,  state or local  laws  (including  statutes,  regulations,
        ordinances or other governmental restrictions and requirements) relating
        to the discharge of air  pollutants,  water  pollutants or process waste
        water or otherwise  relating to the environment or Hazardous  Substances
        as hereinafter defined, whether such laws currently exist or are enacted
        in the future (collectively  "ENVIRONMENTAL  LAWS"). The term "HAZARDOUS
        SUBSTANCES" will mean any hazardous or toxic wastes,  chemicals or other
        substances,  the  generation,   possession  or  existence  of  which  is
        prohibited or governed by any  Environmental  Laws.  The Borrower is not
        subject to any judgment,  decree,  order or citation,  or a party to (or
        threatened  with) any  litigation or  administrative  proceeding,  which
        asserts that the Borrower (i) has violated any Environmental  Laws; (ii)
        is required to clean up,  remove or take  remedial or other  action with
        respect to any Hazardous Substances  (collectively "REMEDIAL ACTION");or
        (iii) is  required  to pay all or a portion of the cost of any  Remedial
        Action, as a potentially  responsible party.  Except as disclosed on the
        Borrower's  environmental  questionnaire provided to the Bank, there are
        not now, nor to the Borrower's knowledge after reasonable  investigation
        have  there  ever  been,  any  Hazardous  Substances  (or tanks or other
        facilities for the storage of Hazardous  Substances) stored,  deposited,
        recycled  or  disposed  of on,  under  or at any  real  estate  owned or
        occupied by the Borrower  during the periods that the Borrower  owned or
        occupied  such real  estate,  which if present on the real  estate or in
        soils or ground water,  could require Remedial Action. To the Borrower's
        knowledge,  there are no  proposed or pending  changes in  Environmental
        Laws which would  adversely  affect the  Borrower or its  business,  and
        there are no conditions  existing currently or likely to exist while the
        Loan  Documents  are in effect  which  would  subject  the  Borrower  to
        Remedial Action or other liability. The Borrower currently complies with
        and will  continue to timely  comply with all  applicable  Environmental
        Laws; and will provide the Bank, immediately upon receipt, copies of any
        correspondence,  notice,  complaint,  order or other  document  from any
        source  asserting  or  alleging  any  circumstance  or  condition  which
        requires  or may  require a financial  contribution  by the  Borrower or
        Remedial  Action or other  response  by or on the part of the,  Borrower
        under Environmental  Laws, or which seeks damages or civil,  criminal or
        punitive  penalties  from  the  Borrower  for an  alleged  violation  of
        Environmental Laws.

        2.6  COMPLIANCE  WITH LAWS.  The  Borrower  has  complied  with all laws
        applicable  to its  business  and its  properties,  and has all permits,
        licenses and approvals  required by such laws, copies of which have been
        provided to the Bank.

        2.7 RESTRICTION ON  INDEBTEDNESS.  The Borrower will not create,  incur,
        assume  or  have   outstanding  any   indebtedness  for  borrowed  money
        (including  capitalized leases) except (i) any indebtedness owing to the
        Bank and its affiliates,  and (ii) any other indebtedness outstanding on
        the date  hereof,  and  shown  on the  Borrower's  financial  statements
        delivered to the Bank prior to the date hereof, provided that such other
        indebtedness will not be increased.

        2.8 RESTRICTION ON LIENS. The Borrower will not create, incur, assume or
        permit to exist any mortgage,  pledge, encumbrance or other lien or levy
        upon or security interest in any of the Borrower's property now owned or
        hereafter  acquired,  except (i) taxes and assessments  which are either
        not delinquent or which are being  contested in good faith with adequate
        reserves  provided;   (ii)  easements,   restrictions  and  minor  title
        irregularities  which do not,  as a  practical  matter,  have an adverse
        effect upon the ownership and use of the affected property;  (iii) liens
        in favor of the Bank and its affiliates;  and (iv) other liens disclosed
        in writing to the Bank prior to the date hereof.

        2.9  RESTRICTION  ON  CONTINGENT  LIABILITIES.  The  Borrower  will  not
        guarantee  or become a surety or otherwise  contingently  liable for any
        obligations of others,  except pursuant to the deposit and collection of
        checks and similar matters in the ordinary course of business.

        2.10  INSURANCE.  The Borrower will  maintain  insurance to such extent,
        covering such risks and with such insurers as is usual and customary for
        businesses  operating similar properties,  and as is satisfactory to the
        Bank,  including  insurance for fire and other risks insured  against by
        extended coverage,  public liability insurance and workers' compensation
        insurance;  and will  designate  the Bank as loss payee with a "Lender's
        Loss Payable"  endorsement on any casualty  policies and take such other
        action as the Bank may  reasonably  request to ensure that the Bank will
        receive  (subject to no other  interests) the insurance  proceeds on the
        Bank's collateral.

        2.11 TAXES AND OTHER  LIABILITIES.  The Borrower will pay and discharge,
        when due, all of its taxes,  assessments and other  liabilities,  except
        when the payment thereof is being contested in good faith by appropriate
        procedures  which will avoid  foreclosure  of liens securing such items,
        and with adequate reserves provided therefor.
        2.12 FINANCIAL  STATEMENTS AND REPORTING.  The financial  statements and
        other  information  previously  provided  to the Bank or provided to the
        Bank in the future are or will be complete  and accurate and prepared in
        accordance with generally accepted accounting principles. There has been
        no material adverse change in the Borrower's  financial  condition since
        such  information  was  provided  to the  Bank.  The  Borrower  will (i)
        maintain accounting records in accordance with generally  recognized and
        accepted  principles of accounting  consistently  applied throughout the
        accounting periods involved; (ii) provide the Bank with such information


                                  Page 4 of 19
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        concerning  its  business  affairs and  financial  condition  (including
        insurance coverage) as the Bank may request;  and (iii) without request,
        provide the Bank with management-prepared financial statements:

                   quarterly within    N/A      days of the end of each quarter;
                                    ------------
                   monthly within      N/A      days of the end of each month
                                  --------------
       and annual
                  -------------------------------------------------------------
        within                days of the end of each fiscal year.
               --------------


        2.13  INSPECTION OF PROPERTIES  AND RECORDS;  FISCAL YEAR.  The Borrower
        will permit  representatives of the Bank to visit and inspect any of the
        properties  and examine any of the books and records of the  Borrower at
        any reasonable time and as often as the Bank may reasonably  desire. The
        Borrower will not change its fiscal year.

       2.14 FINANCIAL STATUS. The Borrower will maintain at all times:
<TABLE>
<CAPTION>
<S>              <C>                                                         <C>


       (i)  Net  Working   Capital  in  the  amount  of  at  least  (v)  Capital  Expenditures not to exceed $ N/A per
         $                    N/A                                  . fiscal year.
           --------------------------------------------------------

       (ii) Tangible Net Worth in the amount of at least            (vi) Cash Flow Coverage Ratio of at least $ N/A .
          $                       N/A
            -------------------------------------------------------

                                                                    (vii)  Officers,  Directors,   Partners,  Members,  and
                                                                           Management  Salaries and Other  Compensation not
to exN/Ad $
       (iii)   Debt  to  Worth   Ratio  of  not  more  than
            $                      N/A
            -------------------------------------------------------

       (iv) Current Ratio of at least N/A .
                                     ------

</TABLE>

       The terms used in this Section 2.14 will have the meanings set forth in a
       supplement entitled "Financial Definitions," a copy of which the Borrower
       hereby  acknowledges  having  received  with this  Agreement and which is
       incorporated herein by reference.

                     ARTICLE III. COLLATERAL AND GUARANTIES

         3.1 COLLATERAL.  This Agreement and the Note are secured by any and all
         security interests,  pledges,  mortgages/deeds of trust or liens now or
         hereafter in existence  granted to the Bank to secure  indebtedness  of
         the Borrower to the Bank,  including without limitation as described in
         the following documents:

            []   Real Estate Mortgage(s)/Deed(s) of Trust dated
             -----------------------------------------------------------
            []   covering real estate located at
             ------------------------------------------------------------------
            []   Security Agreement(s) dated
            []   Collateral Pledge Agreement(s) dated
            []   Other
                     ----------------------------------------------------------


         3.2 GUARANTIES.  This Agreement and the Note are guarantied by each and
         every   guaranty  now  or  hereafter  in  existence   guarantying   the
         indebtedness  of the  Borrower  to the Bank  (except  for any  guaranty
         expressly  limited by its terms to a specific  separate  obligation  of
         Borrower to the Bank)  including,  without  limitation,  the following:

         NUTECH DIGITAL INC.
         --------------------

         3.3 CREDIT BALANCES;  SETOFF. As additional security for the payment of
         the  obligations   described  in  the  Loan  Documents  and  any  other
         obligations  of the  Borrower  to the  Bank  of any  nature  whatsoever
         (collectively  the  "Obligations)',  the Borrower  hereby grants to the
         Bank a security interest in, a lien on and an express contractual right
         to set off against all depository account balances,  cash and any other
         property of the Borrower now or hereafter in the possession of the Bank
         and  the  right  to  refuse  to  allow  withdrawals  from  any  account
         (collectively  "Setoff J. The Bank may, at any time upon the occurrence
         of a default  hereunder  (notwithstanding  any notice  requirements  or
         grace/cure  periods under this or other agreements between the Borrower
         and  the  Bank)  Setoff  against  the  Obligations  whether  or not the
         Obligations  (including future  installments) are then due or have been
         accelerated,  all  without  any  advance or  contemporaneous  notice or
         demand  of any kind to the  Borrower,  such  notice  and  demand  being
         expressly waived.

         The  information  in this Article III is for  information  only and the
         omission of any reference to an agreement  will not affect the validity
         or enforceability thereof. The rights and remedies of the Bank outlined
         in this Agreement and the documents identified above are intended to be
         cumulative.

                              ARTICLE IV. DEFAULTS

         4.1 DEFAULTS.  Notwithstanding  any cure periods  described  below, the
         Borrower will immediately  notify the Bank in writing when the Borrower
         obtains  knowledge of the  occurrence of any default  specified  below.
         Regardless of whether the Borrower has given the required  notice,  the
         occurrence of one or more of the following will constitute a default:


                                  Page 5 of 19
<PAGE>

         (a) NONPAYMENT.  The Borrower shall fail to pay (i) any interest due on
             the Note or any fees,  charges,  costs or  expenses  under the Loan
             Documents  by 5 days  after  the  same  becomes  due;  or (ii)  any
             principal amount of the Note when due.

         (b) NONPERFORMANCE.   The  Borrower  or  any  guarantor  of  Borrower's
             Obligations  to the  Bank  ("Guarantor")shall  fail to  perform  or
             observe any  agreement,  term,  provision,  condition,  or covenant
             (other than a default  occurring  under (a),  (c), (d), (e), (f) or
             (g) of this  Section  4.1)  required to be performed or observed by
             the  Borrower or any  Guarantor  hereunder  or under any other Loan
             Document or other agreement with or in favor of the Bank.

         (c) MISREPRESENTATION.    Any   financial    information,    statement,
             certificate,  representation  or warranty  given to the Bank by the
             Borrower  or any  Guarantor  (or any of their  representatives)  in
             connection  with  entering  into this  Agreement  or the other Loan
             Documents  and/or any  borrowing  there  under,  or  required to be
             furnished under the terms thereof, shall prove untrue or misleading
             in any material  respect (as determined by the Bank in the exercise
             of its judgment) as of the time when given.

         (d) DEFAULT ON OTHER  OBLIGATIONS.  The Borrower or any Guarantor shall
             be in  default  under the terms of any loan  agreement,  promissory
             note, lease, conditional sale contract or other agreement, document
             or instrument  evidencing,  governing or securing any  indebtedness
             owing  by  the  Borrower  or  any  Guarantor  to  the  Bank  or any
             indebtedness  in excess of  $10,000  owing by the  Borrower  to any
             third party,  and the period of grace, if any, to cure said default
             shall have passed.

         (e) JUDGMENTS.  Any judgment shall be obtained  against the Borrower or
             any  Guarantor   which,   together   with  all  other   outstanding
             unsatisfied  judgments  against the Borrower  (or such  Guarantor),
             shall  exceed  the  sum of  $10,000  and  shall  remain  unvacated,
             unbonded or unstayed for a period of 30 days  following the date of
             entry thereof.

         (f) INABILITY  TO PERFORM;  BANKRUPTCY/INSOLVENCY.  (i) The Borrower or
             any  Guarantor  shall die or cease to exist;  or (ii) any Guarantor
             shall attempt to revoke any guaranty of the  Obligations  described
             herein,  or any guaranty becomes  unenforceable in whole or in part
             for any reason; or (iii) any bankruptcy, insolvency or receivership
             proceedings,  or an assignment for the benefit of creditors,  shall
             be  commenced  under any  Federal  or state law by or  against  the
             Borrower or any  Guarantor;  or (iv) the Borrower or any  Guarantor
             shall become the subject of any  out-of-court  settlement  with its
             creditors; or (v) the Borrower or any Guarantor is unable or admits
             in writing its  inability to pay its debts as they mature;  or (vi)
             if the Borrower is a limited liability company,  any member thereof
             shall withdraw or otherwise become disassociated from the Borrower.
         (g) ADVERSE CHANGE;  INSECURITY. (i) There is a material adverse change
             in the business, properties,  financial condition or affairs of the
             Borrower  or any  Guarantor,  or in  any  collateral  securing  the
             Obligations; or (ii) the Bank in good faith deems itself insecure.

          4.2 Termination of Loans;  Additional Bank Rights. Upon the occurrence
         of any of the events  identified  in Section  4.1,  the Bank may at any
         time  (notwithstanding  any notice  requirements or grace/cure  periods
         under this or other  agreements  between the Borrower and the Bank) (i)
         immediately terminate its obligation,  if any, to make additional loans
         to the  Borrower;  (ii)  Setoff;  and/or (iii) take such other steps to
         protect or preserve the Bank's  interest in any  collateral,  including
         without limitation, notifying account debtors to make payments directly
         to the Bank,  advancing  funds to protect any  collateral  and insuring
         collateral at the Borrower's  expense;  all without demand or notice of
         any kind, all of which are hereby waived.

         4.3  Acceleration  of  Obligations.  Upon the  occurrence of any of the
         events  identified in Sections 4.1 (a) through 4.1 (e) and 4.1(g),  and
         the passage of any  applicable  cure periods,  the Bank may at any time
         thereafter,  by written  notice to the  Borrower,  declare  the unpaid,
         principal  balance  of any  Obligations,  together  with  the  interest
         accrued thereon and other amounts accrued hereunder and under the other
         Loan  Documents,  to be  immediately  due and  payable;  and the unpaid
         balance will  thereupon be due and payable,  all without  presentation,
         demand,  protest or further notice of any kind, all of which are hereby
         waived, and  notwithstanding  anything to the contrary contained herein
         or in any of the other Loan Documents. Upon the occurrence of any event
         under Section 4.1(f),  the unpaid principal balance of any Obligations,
         together with all interest  accrued  thereon and other amounts  accrued
         hereunder  and  under the  other  Loan  Documents,  will  thereupon  be
         immediately due and payable, all without presentation,  demand, protest
         or  notice  of  any  kind,  all  of  which  are  hereby   waived,   and
         notwithstanding  anything to the contrary contained herein or in any of
         the other Loan Documents. NOTHING CONTAINED IN SECTION 4.1, SECTION 4.2
         OR THIS  SECTION  WILL LIMIT THE BANK'S  RIGHT TO SETOFF AS PROVIDED IN
         SECTION 3.3 OR OTHERWISE IN THIS AGREEMENT.

         4.4 OTHER REMEDIES.  Nothing in this Article IV is intended to restrict
         the Bank's  rights  under any of the Loan  Documents or at law, and the
         Bank may  exercise  all such  rights and  remedies as and when they are
         available.

                             ARTICLE V. OTHER TERMS

         5.1 FINANCIAL DEFINITIONS SUPPLEMENT.  If covenants regarding financial
         status  apply to this  loan,  the  "Financial  Definitions"  Supplement
         identified  in Section 2.14 of this  Agreement  is hereby  incorporated
         into this Agreement. The Borrower acknowledges receiving a copy of such
         Supplement. 5.2 ADDITIONAL TERMS; ADDENDUM/SUPPLEMENTS. The warranties,
         covenants,  conditions and other terms described in this Section and/or
         in the Addendum  and/or other attached  document(s)  referenced in this
         Section are incorporated into this Agreement:

                           SEE ATTACHED ADDENDUM
-----------------------------------------------------------------------------

                                  Page 6 of 19
<PAGE>

                            ARTICLE VI. MISCELLANEOUS

          6.1 DELAY;  CUMULATIVE  REMEDIES.  No delay on the part of the Bank in
         exercising any right, power or privilege  hereunder or under any of the
         other Loan  Documents  will operate as a waiver  thereof,  nor will any
         single or partial exercise of any right,  power or privilege  hereunder
         preclude other or further exercise thereof or the exercise of any other
         right, power or privilege. The rights and remedies herein specified are
         cumulative  and are not  exclusive of any rights or remedies  which the
         Bank would otherwise have.

          6.2  RELATIONSHIP TO OTHER  DOCUMENTS.  The warranties,  covenants and
         other  obligations  of the Borrower (and the rights and remedies of the
         Bank) that are outlined in this  Agreement and the other Loan Documents
         are  intended  to   supplement   each  other.   In  the  event  of  any
         inconsistencies  in any of the terms in the Loan  Documents,  all terms
         will be cumulative so as to give the Bank the most favorable rights set
         forth in the  conflicting  documents,  except that if there is a direct
         conflict between any preprinted terms and specifically negotiated terms
         (whether  included  in an  addendum  or  otherwise),  the  specifically
         negotiated terms will control.

         6.3 PARTICIPATIONS;  GUARANTORS.  The Bank may, at its option, sell all
         or any  interests  in the  Note  and  other  Loan  Documents  to  other
         financial institutions (the "Participant)', and in connection with such
         sales (and thereafter) disclose any financial  information the Bank may
         have  concerning  the  Borrower  to any  such  Participantor  potential
         Participant.  From time to time,  the Bank may, in its  discretion  and
         without  obligation to the  Borrower,  any Guarantor or any other third
         party,  disclose  information  about the  Borrower and this loan to any
         Guarantor, surety or other accommodation party. This provision does not
         obligate  the Bank to supply any  information  or release the  Borrower
         from its  obligation  to provide  such  information,  and the  Borrower
         agrees to keep all  Guarantors  advised of its financial  condition and
         other matters which may be relevant to the  Guarantors'  obligations to
         the Bank.

         6.4 SUCCESSORS.  The rights,  options,  powers and remedies  granted in
         this  Agreement and the other Loan.  Documents  will extend to the Bank
         and to its  successors  and assigns,  will be binding upon the Borrower
         and its successors and assigns and will be applicable hereto and to all
         renewals and/or extensions hereof.

         6.5  INDEMNIFICATION.  Except for harm arising from the Bank's  willful
         misconduct,  the Borrower  hereby  indemnifies and agrees to defend and
         hold the Bank harmless from any and all losses, costs, damages,  claims
         and  expenses  of any kind  suffered  by or  asserted  against the Bank
         relating  to  claims  by third  parties  arising  out of the  financing
         provided  under  the  Loan  Documents  or  related  to  any  collateral
         (including,  without limitation,  the Borrower's failure to perform its
         obligations relating to Environmental  Matters described in Section 2.5
         above).  This  indemnification and hold harmless provision will survive
         the  termination  of the. Loan  Documents and the  satisfaction  of the
         Obligations due the Bank.

         6.6 NOTICE OF CLAIMS AGAINST BANK;  LIMITATION OF CERTAIN  DAMAGES.  In
         order to allow the Bank to mitigate  any damages to the  Borrower  from
         the Bank's alleged breach of its duties under the Loan Documents or any
         other duty,  if any, to the Borrower,  the Borrower  agrees to give the
         Bank  immediate  written  notice of any claim or defense it has against
         the  Bank,  whether  in tort or  contract,  relating  to any  action or
         inaction  by the Bank  under the Loan  Documents,  or the  transactions
         related  thereto,  or of any defense to payment of the  Obligations for
         any reason.  The  requirement  of providing  timely  notice to the Bank
         represents the parties'  agreed-to  standard of  performance  regarding
         claims  against the Bank.  Notwithstanding  any claim that the Borrower
         may have against the Bank,  and  regardless  of any notice the Borrower
         may have  given the Bank,  the Bank will not be liable to the  Borrower
         for  consequential  and/or SPECIAL DAMAGES  ARISING THERE FROM,  EXCEPT
         THOSE DAMAGES ARISING FROM THE BANK'S WILLFUL MISCONDUCT.

         6.7 NOTICES.  Notice of any record shall be deemed  delivered  when the
         record  has been (a)  deposited  in the  United  States  Mail,  postage
         pre-paid,  (b) received by overnight delivery service,  (c) received by
         telex, (d) received by telecopy,  (e) received through the internet, or
         (f) when personally delivered.

         6.8 PAYMENTS. Payments due under the Note and other Loan Documents will
         be made in lawful  money of the  United  States.  All  payments  may be
         applied by the Bank to principal,  interest and other amounts due under
         the Loan Documents in any order which the Bank elects.

         6.9 APPLICABLE LAW AND JURISDICTION;  INTERPRETATION;  JOINT LIABILITY;
         SEVERABILITY  This  Agreement  and all  other  Loan  Documents  will be
         governed by and interpreted in accordance with the internal laws of the
         State of  CALIFORNIA , except to the extent  superseded by Federal law.
         Invalidity  of any  provisions  of this  Agreement  will not affect any
         other  provision.   THE  BORROWER  HEREBY  CONSENTS  TO  THE  EXCLUSIVE
         JURISDICTION  OF ANY STATE OR FEDERAL  COURT  SITUATED IN THE COUNTY OR
         FEDERAL   JURISDICTION   OF  THE  BANK'S  BRANCH  WHERE  THE  LOAN  WAS
         ORIGINATED,  AND WAIVES ANY  OBJECTION  BASED ON FORUM NON  CONVENIENS,
         WITH REGARD TO ANY ACTIONS, CLAIMS, DISPUTES OR PROCEEDINGS RELATING TO
         THIS AGREEMENT,  THE NOTE, THE COLLATERAL,  ANY OTHER LOAN DOCUMENT, OR
         ANY   TRANSACTIONS    ARISING   THEREFROM,    OR   ENFORCEMENT   AND/OR
         INTERPRETATIONOF  ANY OF THE FOREGOING.  Nothing herein will affect the
         Bank's rights to serve process in any manner permitted by law, or limit
         the Bank's  right to bring  proceedings  against  the  Borrower  in the
         competent  courts  of any other  jurisdiction  or  jurisdictions.  This
         Agreement,   the  other  Loan  Documents  and  any  amendments   hereto
         (regardless  of when  executed)  will be deemed  effective and accepted
         only at the Bank's  offices,  and only upon the  Bank's  receipt of the
         executed  originals  thereof.  If there is more than one Borrower,  the
         liability of the Borrowers will be joint and several, and the reference
         to "Borrower"  will be deemed to refer to all Borrowers.  Invalidity of
         any  provision of this  Agreement  shall not affect the validity of any
         other provision.

         6.10  COPIES;  ENTIRE  AGREEMENT;  MODIFICATION.  The  Borrower  hereby
         acknowledges the receipt of a copy of this Agreement and all other Loan
         Documents.

         IMPORTANT:  READ BEFORE SIGNING.  THE TERMS OF THIS AGREEMENT SHOULD BE
         READ  CAREFULLY  BECAUSE  ONLY  THOSE  TERMS  IN  WRITING,   EXPRESSING
         CONSIDERATION AND SIGNED BY THE PARTIES ARE ENFORCEABLE. NO OTHER TERMS
         OR  ORAL  PROMISES  NOT  CONTAINED  IN  THIS  WRITTEN  CONTRACT  MAY BE


                                  Page 7 of 19
<PAGE>


         LEGALLYENFORCED.  THE TERMS OF THIS  AGREEMENT  MAY ONLY BE  CHANGED BY
         ANOTHER  WRITTEN  AGREEMENT.  THIS NOTICE SHALL ALSO BE EFFECTIVE  WITH
         RESPECT  TO  ALL  OTHER   CREDIT   AGREEMENTSNOW   IN  EFFECT   BETWEEN
         BORROWERANDTHEBANK. AMODIFICATION OF ANY OTHER CREDIT AGREEMENTS NOW IN
         EFFECT  BETWEEN  BORROWERAND  THE BANK,  WHICH OCCURS AFTER  RECEIPT BY
         BORROWER  OF  THIS  NOTICE,   MAY  BE  MADE  ONLY  BY  ANOTHER  WRITTEN
         INSTRUMENT. ORAL OR IMPLIED MODIFICATIONS TO SUCH CREDIT AGREEMENTS ARE
         NOT  ENFORCEABLE  AND SHOULD NOT BE RELIED  UPON.  6.11  WAIVER OF JURY
         TRIAL. THE BORROWER AND THE BANK HEREBY JOINTLY AND SEVERALLY WAIVE ANY
         AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING  RELATING TO
         ANY OF THE LOAN DOCUMENTS,  THE OBLIGATIONS THEREUNDER,  ANY COLLATERAL
         SECURING  THE  OBLIGATIONS,  OR ANY  TRANSACTION  ARISING  THEREFROM OR
         CONNECTED  THERETO.  THE BORROWER AND THE BANK EACH  REPRESENTS  TO THE
         OTHER THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.
         6.12  ATTACHMENTS.   All  documents  attached  hereto,   including  any
         appendices,  schedules,  riders,  and exhibits to this  Agreement,  are
         hereby expressly incorporated by reference.

         IN  WITNESS  WHEREOF,  the  undersigned  have  executed  this TERM LOAN
         AGREEMENT as of NOVEMBER 7, 2002 .

<TABLE>
<CAPTION>
<S>            <C>                                               <C>

         (Individual Borrower)
                                                                 __________________________N/A_________________________

                                                                Borrower Name (Organization)

                                                                a
         -----------------------------------------------------

         Borrower Name                          LEE KASPER       By____________________________________________________
         -----------------------------------------------------

         __________________________________________________     Name and Title                         N/A
                                                                               ----------------------------------------


         Borrower Name _____________________________________     Name and Title                        N/A
                                                                                ---------------------------------------


                                                                         U.S. BANK N.A.
                                                                        ---------------------------------

                                                                        By_______________________________

                                                                        Name and Title   GUS GHUSAYNI, VICE PRESIDENT
                                                                                       --------------------------------


         Borrower Address  3841 HAYVENHURST DRIVE, ENCINO, CA 91436
                          -----------------------------------------------------


         Borrower Telephone No.:
         ----------------------------------------------------------------------

</TABLE>


                                  Page 8 of 19


<PAGE>