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                                                                   EXHIBIT 10.36


                                  AMENDMENT "A"
                                       TO
                           LOAN AND SECURITY AGREEMENT


This AMENDMENT "A" ("Amendment") to that certain LOAN AND SECURITY AGREEMENT
("Agreement") dated December 19, 1997, is dated this 1st day of May, 1999 by and
between Inland Entertainment Corporation, a Utah corporation, whose principal
place of business is located at 16868 Via Del Campo Court, Suite 200, San Diego,
CA 91217, as Lender and Secured Party (Lender), and Christopher Wm. Voisin,
residing at 7565 Charmant Dr., #503, San Diego, CA 92122 (Debtor), is hereby
amended as follows:


                                    Recitals


         The Lender, on or about August 25, 1997 and November 20, 1997, loaned
to the Debtor the sums of Four-Thousand Four-Hundred and Sixty-Two ($4,462.00)
Dollars and Forty-Five Thousand ($45,000.00) Dollars, respectively, totaling
Forty-Nine Thousand, Four-Hundred and Sixty-Two ($49,462.00) Dollars, said sums
which the Debtor has agreed to repay with interest at the rate of eight (8)
percent per annum, as evidenced by the Debtor's promissory note attached thereto
and incorporated by reference as Exhibit "A".


         That Lender and Debtor have agreed to modify and amend the Agreement in
accordance with the terms set forth herein.

NOW, THEREFORE the parties agree as follows:

         1. Reaffirmation and Restatement of Loan and Security Agreement of
December 19, 1997. The parties agree that except for the modifications set forth
in this Amendment, the terms and conditions of the Agreement entered into and
dated December 19, 1997 shall remain in full force and effect and incorporate
herein the terms and conditions thereof as if more fully set forth herein.

         2. Principle and interest - monthly installments. Debtor and Lender
agree that Debtor shall make monthly installment payments on the outstanding
loan in the amount of $500.00 per month, commencing May 15, 1999 and continuing
until May 1, 2000 at which time Debtor shall commence making payments in the
amount of $1,000.00 per month, said payments to continue through October 15,
2001.

         3. Sale, transfer, or other disposition of real property collateral.
The Debtor shall have the right to sell the real property and/or any interest
therein during the term of the Agreement. It is agreed that in the case of any
such sale the Debtor shall have the option of applying the proceeds of the sale
towards the purchase of other real property, to costs and expenses related to
medical care, or towards and against the principal amount owed and outstanding.
In any instance in which the Debtor sells the real property and/or any interest
therein and does not elect to apply the proceeds of the sale towards the
purchase of other real property or medical costs and expenses, then the net
proceeds thereof shall be paid over to the Lender to be applied against the
principal amount owed and outstanding. To the extent that the net proceeds
exceed the principal amount owed, the Debtor shall retain the balance.


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         4. Merger. The terms and conditions of this Amendment shall merge with
and become part of any and all subsequent and collateral agreements or
amendments entered into by and between the parties as if more fully set forth
herein.

         5. Governing law. The terms and conditions of this Amendment shall be
governed, construed, and enforced in accordance with the laws of the State of
California, regardless of the laws that may be applicable under the principles
of conflicts of law.

         6. Recitals. The recitals to this Amendment shall constitute part of
this Amendment.

         7. Binding effect. The parties hereby agree that the terms and
conditions of this Amendment shall inure to the benefit of and shall be binding
upon the parties hereto, their successors, heirs, transferees, and assigns.

         8. Entire Agreement. This Amendment together with the Agreement dated
December 19, 1997 constitutes the entire Agreement and understanding between the
parties with respect to the subject matter described. Except for the Agreement
all prior or contemporaneous Agreements, understandings, representations,
warranties, and statements, oral or written, relating to the subject matter are
superseded and without effect. No modification to this Amendment or the
Agreement shall be binding unless in writing and executed by the parties or
their lawful representatives.

         9. Counterparts. This Amendment may be signed in multiple counterparts,
each of which shall have the same effect as originals, but all such counterparts
collectively shall constitute the same instrument.

         This Amendment shall become effective and binding upon the parties
hereto on the date and year first above written.

Lender:                                      Debtor:

Inland Entertainment Corporation             Christopher Wm. Voisin


By: /s/ AB LAUB                              By: /s/ CHRISTOPHER WM. VOISIN
    ---------------                              --------------------------
        AB Laub                                      Christopher Wm. Voisin
Title:  CFO




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