1

                          Exhibit 10.32

                   LOAN AND SECURITY AGREEMENT


Borrower:           Blowout Video Holding Company
Address:            c/o Rentrak Corporation
                    7700 NE Ambassador Place
                    Portland, Oregon 97220

Date:                    August ____, 1999

THIS LOAN AND SECURITY AGREEMENT is entered into on the above
date between Bill LeVine, an individual, ("LeVine"), whose
address is 211 Spalding Drive # 604 South, Beverly Hills,
California, 90025 and the borrower named above (the "Borrower"),
whose chief executive office is located at the above address
("Borrower's Address").

LeVine and the Borrower desire to enter into this Loan and
Security Agreement.

1.   Loans.

     1.1  Loans.  LeVine will make loans to the Borrower (the
"Loans") up to $3,000,000 (Three Million Dollars) (the "Credit
Limit").  The Borrower is responsible for monitoring the total
amount of Loans and other monetary obligations outstanding from
time to time, and the Borrower shall not permit the same, at any
time, to exceed the Credit Limit. If at any time the total of all
outstanding Loans and all other monetary obligations exceed the
Credit Limit, the Borrower shall immediately pay the amount of
the excess to LeVine, without notice or demand.  Upon execution
of this Agreement, Borrower shall draw no less than $500,000
(Five Hundred Thousand Dollars).  Thereafter all draws or
repayments shall be made on no less than ten (10) days written
notice and in amounts of no less than $250,000 (Two Hundred Fifty
Thousand Dollars). There shall be no penalty for prepayment of
any Loans.

     1.2  Interest; Debit to Deposit Accounts.  All Loans and all
other monetary obligations shall bear interest at prime rate as
quoted by Silicon Valley Bank from time to time plus one and one-
half percent (1.5%).

     1.3  Fees.  The Borrower shall pay to LeVine a loan
origination fee in the amount of $30,000 upon execution of this
Agreement.  This fee is in addition to all interest and other
sums payable to LeVine and is not refundable.

     1.4  Statements.  Borrower shall cause a monthly statement
to be delivered to LeVine within fifteen (15) days after month
end.  The statement will detail the outstanding principal and
interest as of month end and any borrowing or repayment during
the month to the best of Borrower's knowledge.

2.   GRANT OF SECURITY INTEREST.

     2.1  Obligations.  The term "Obligations" as used in this
Agreement means the following: the obligation to pay all Loans
and all interest thereon when due, and to pay and perform when
due all other present and future indebtedness, liabilities,
obligations, guarantees, covenants, agreements, warranties and
representations of the Borrower to LeVine, whether joint or
several, monetary or non-monetary, and whether created pursuant
to this Agreement or any other present or future agreement or
otherwise.  LeVine may, in his sole discretion, require that the
Borrower pay monetary Obligations in cash to LeVine, or charge
them to Borrower, in which event they will bear interest at the
same rate applicable to the Loans.

     2.2  Collateral.  As security for all Obligations, the
Borrower hereby grants LeVine a continuing security interest in
all of the Borrower's assets including but not limited to all of
the Borrower's interest in the types of property described below,
whether now owned or hereafter acquired, and wherever located
(collectively, the "Collateral"): (a)  All accounts, contacts,
right, chattel paper, letters of credit, documents, securities,
money , and instruments, and all other obligations now or in the
future owing to the Borrower; (b) All inventory, goods,
merchandise, materials, raw materials, work in process, finished
goods, farm products, advertising, packaging and shipping
materials, supplies, and all other tangible personal property
which is held for sale or lease or furnished under contracts of
service or consumed in the Borrower's business, and all warehouse
receipts and other documents; (c) All equipment, including
without limitation all machinery, fixtures, trade fixtures,
vehicles, furnishing furniture, materials, tools, machine tools,
office equipment, computers and peripheral devices, appliances,
apparatus, pats, dies, and jigs; (d) All general intangibles
including, but no limited to, deposit accounts, goodwill, names,
trade names, trademarks and the goodwill of the business
symbolized thereby, trademark applications, security deposits,
loan commitment fees,  federal, state and local tax refunds and
claims, all rights in all litigation presently or hereafter
pending for any cause or claim (whether in contract, tort or
otherwise), and all judgments now or hereafter arising therefrom,
all claims of the Borrower against LeVine, all rights to purchase
or sell real or personal property, all rights as a licensor or
licensee of any kind, all royalties, licenses, processes,
telephone numbers, proprietary information, purchase orders, and
all insurance policies and claims (including without limitation
credit, liability, property and other insurance), and all other
rights, privileges and franchises of any kind; (e) All books and
records, whether stored on computers or otherwise maintained; (f)
All of the Borrower's cash; and (g) All substitutions, additions
and accessions to any of the foregoing, and all products,
proceeds and insurance proceeds of the foregoing, and all
guaranties of and security for the foregoing, and all books and
records relating to any of the foregoing.  LeVine's security
interest in any present or future technology (including patents,
trade secrets, copyrights and trademarks related thereto and
other technology) shall be subject to any license or rights now
or in the future granted by the Borrower to any third parties in
the ordinary course of the Borrower's business; provided that if
the Borrower proposes to sell, license or grant any other rights
with respect to any technology in a transaction that, in
substance, conveys a major part of the economic value of that
technology, LeVine shall first be requested to release its
security interest in the same, and LeVine may withhold such
release in his reasonable discretion.  The Borrower will not,
either itself or though any agent, employee, licensee or
designee, (a) file an application  for the registration of any
patent, trademark, or copyright with the U.S. Patent and
Trademark Office, the U.S. Copyright Office, or any similar
office or agency in any other country, state, or any political
subdivision (the "Offices"), or (b) file any assignment of any
patent, trademark, or copyright which the Borrower may acquire
from a third party with any one of the Offices unless the
Borrower shall, on or prior to the date of such filing, notify
LeVine thereof, and, upon request of LeVine, execute and deliver
any and all assignments, agreements, instruments, documents and
papers as LeVine may request to evidence LeVine's interest in
such patents, trademarks, or copyrights, as the case may be,
including the goodwill and general intangibles of the Borrower
relating thereto or represented thereby, and the Borrower
authorizes LeVine to amend any applicable notice of security
interest or assignment executed pursuant to Section 4.9 of this
Agreement without first obtaining the Borrower's approval of or
signature to such amendment and to record such assignment with
one or more of the Offices.

3.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER.

     The Borrower represents and warrants to LeVine as follows,
and the Borrower covenants that the following representations
will continue to be true, and that the Borrower will comply with
all of the following covenants:


     3.1  Corporate Existence and Authority.   The Borrower is
and will continue to be duly authorized, validly existing and in
good standing under the laws of the State of Oregon.  The
Borrower is and will continue to be qualified and licensed to do
business in all jurisdictions in which any failure to do so would
have a material adverse effect on the Borrower.  The execution,
delivery and performance by the Borrower of this Agreement, and
all other documents contemplated hereby have been duly and
validly authorized, are enforceable against the Borrower in
accordance with their terms (except as such enforcement as may be
subject to bankruptcy, insolvency, reorganization, moratorium, or
other similar laws now or hereafter in effect relating to
creditors' rights and except as the remedies of specific
performance, injunctive and other forms of equitable relief may
be subject to equitable defenses and the discretion of the court
before which any proceeding may be brought), and do not violate
any law or any provision of, and are not grounds for acceleration
under, any agreement or instrument which is binding upon the
Borrower.

     3.2  Name, Trade Names and Styles.  The name of the Borrower
set forth in the heading to this Agreement is its correct name.
Listed on the Schedule 3.2 hereto are all prior names of the
Borrower and all of the Borrower's present trade names.  The
Borrower shall give LeVine 15 days' prior written notice before
changing its name or doing business under any other name.
Notwithstanding the foregoing, LeVine acknowledges and agrees
that Borrower has multiple wholly owned subsidiaries which are
parties to leases for certain of the retailer locations operated
by Borrower.  Borrower may change the name of these subsidiaries
or cease using one or  more at anytime. The Borrower has
complied, and will in the future comply, with all laws relating
to the conduct of business under a fictitious business name.

     3.3. Place of Business, Location of Collateral.  The address
set forth in the heading to this Agreement is the Borrower's
chief executive office.  In addition, the Borrower has places of
business and Collateral located only at the locations set forth
on the Schedule 3.3 to this Agreement.  The Borrower will give
LeVine at least 15 days prior written notice before changing its
chief executive office or moving the Collateral to any other
location.

3.4  Title to Collateral; Permitted Liens.  The Borrower is now,
and will at all times in the future be, the sole owner of all the
Collateral, except for video-cassettes which are consigned to the
Borrower and items of equipment.  The Collateral now is and will
remain free and clear of any and all liens, charges, security
interests, encumbrances and adverse claims, except for the
following ("Permitted Liens"): (i) purchase money security
interest in specific items of equipment;  and security interest
in inventory up to $100,000 (such security interest being given
to the suppliers of such equipment); (ii) leases of specific
items of equipment; (iii) liens for taxes, assessments and other
governmental charges not yet payable; (iv) additional security
interests and liens consented to in writing by LeVine in his sole
discretion; (v) security interests being terminated substantially
concurrently with this Agreement; (vi) statutory liens of
landlords, carriers, warehousemen, mechanics, materialmen and
other similar lines imposed by law, which are incurred in the
ordinary course of business; (vii) liens incurred or deposits
made in the ordinary course of business in connection with
workers' compensation, unemployment insurance and other types of
social security, statutory obligations, surety and appeal bonds,
leases, trade contracts, and other similar obligations; (viii)
leases or subleases granted to others not interfering in any
material respect with the business of the Borrower; and (ix)
easements, rights-of-way restrictions, and other similar charges
or encumbrances not interfering in any material respect with the
ordinary course of the business of the Borrower.  LeVine will
have the right to require, as a condition to his consent under
subparagraph (iv) above, that the holder of the additional
security interest or lien sign an inter creditor agreement on
terms satisfactory to LeVine in his sole discretion, acknowledge
that the holder's security interest is subordinate to the
security interest in favor of LeVine, and that the Borrower agree
that any uncured default in any obligation secured by the
subordinate security interest shall also constitute an Event of
Default under this Agreement. To the extent a security interest
can be perfected in the Collateral by the filing of a Uniform
Commercial Code financing statement, LeVine now has, and will
continue to have, a first priority, perfected and enforceable
security interest in all of the Collateral subject only to the
Permitted Liens.  The Collateral shall not be subject to any
other liens or security interests of any type except for the
Permitted Liens. The Borrower will at all times defend LeVine and
the Collateral against all claims of others pertaining to the
Collateral. None of the Collateral now is or will be affixed to
any real property in such a manner, or with such intent, as to
become a fixture.

     3.5  Maintenance of Collateral. The Borrower will maintain
the Collateral in good working condition, reasonable wear and
tear excepted, and the Borrower will not use the Collateral for
any unlawful purpose. The Borrower will immediately advise LeVine
in writing of any material loss or damage to the Collateral.

     3.6  Books and Records. The Borrower has maintained and will
maintain at the Borrower's address complete and accurate books
and records, comprising an accounting system in accordance
with generally accepted accounting principles.

     3.7  Financial Condition and Statements. All financial
statements now or in the future delivered to LeVine have been,
and will be, prepared in conformity with generally accepted
accounting principles and now and in the future will completely
and accurately reflect the financial condition of the Borrower,
at the times and for the periods therein stated. Since the last
date covered by any such statement there has been no material
adverse change in the/financial condition or
business of the Borrower. The Borrower is now and will continue
to be solvent. The Borrower will provide LeVine: (i) within 45
days after the end of each quarter (except the fourth fiscal
quarter), a quarterly financial statement (consisting of a
company prepared balance sheet and company prepared statements of
operations and changes in financial position) certified as
correct to the best knowledge and belief by the Borrower's chief
financial officer or other officer or person acceptable to
LeVine; (ii) within 90 days after the end of the last calendar
quarter of each year, a Compliance Certificate in such form as
LeVine shall reasonably specify, signed by the Chief Financial
Officer of the Borrower, certifying that throughout such quarter
the Borrower was in full compliance with all of the terms and
conditions of this Agreement; and (iii) within 90 days following
the end of the Borrower's fiscal year, complete annual CPA
audited financial statements, such audit being conducted by
independent certified public accountants reasonably acceptable to
LeVine.

     3.8  Tax Returns and Payments: Pension Contributions. The
Borrower has timely filed, and will timely file, all tax returns
and reports required by foreign, federal, state and local law,
and the Borrower  has timely paid, and will timely pay, all
foreign, federal, state and local taxes, assessments, deposits
and contributions now or in the future owed by the Borrower.  The
Borrower may, however, defer payment of any contested taxes,
provided that the Borrower (i) in good faith contests the
Borrower's obligation to pay the taxes by appropriate proceedings
promptly and diligently instituted and  conducted, (ii) notifies
LeVine in writing of the commencement of and any material
development in, the proceedings, and (iii) posts bonds or takes
any other steps required to keep the contested taxes from
becoming a lien upon any of the Collateral. The Borrower is
unaware of any claims or adjustments proposed for any of the
Borrower's prior tax years which could result in additional taxes
becoming due and payable by the Borrower. The Borrower has paid,
and shall continue to pay all amounts necessary to fund all
present and future pension, profit sharing and deferred
compensation plans in accordance with their terms, and the
Borrower has not and will not withdraw from participation in,
permit partial or complete termination of or permit the
occurrence of any other event with respect to, any such plan
which could result in any liability of the Borrower, including,
without limitation, any liability to the Pension Benefit Guaranty
Corporation or its successors or any other governmental agency.

     3.9  Compliance with Law. The Borrower has complied, and
will comply, in all material respects, with all provisions of all
foreign, federal, state and local laws and regulations relating
to the Borrower, including, but not limited to, those relating to
the Borrower's ownership of real or personal property, conduct
and licensing of the Borrower's business, and environmental
matters.

     3.10      Litigation. There is no claim, suit, litigation,
proceeding or investigation pending or (to best of the Borrower's
knowledge) threatened by or against or affecting the Borrower in
any court or before any governmental agency (or any basis
therefor known to the Borrower) which may result, either
separately or in the aggregate, in any material adverse change in
the financial condition or business of the Borrower, or in any
material impairment in the ability of the Borrower to carry on
its business in substantially the same manner as it is now being
conducted. The Borrower will promptly inform LeVine in writing of
any claim, proceeding, litigation or investigation in the future
threatened or instituted by or against the Borrower involving
amounts in excess of $100,000.

     3.11 Use of Proceeds. All proceeds of all Loans shall be
used solely for lawful business purposes.

     3.12 No Patents or Trademarks. The Borrower does not own and
has no pending application for the registration of any patent or
trademark with the U.S. Patent and Trademark Office or any
similar office or agency of any state, of the United States of
America or of any foreign jurisdiction.
Borrower uses certain patents and trademarks pursuant to a
license from its parent, Rentrak Corporation.

     3.13 Hazardous Substances. The terms "hazardous waste,"
"hazardous substance," "disposal," "release," and "threatened
release," as used in this Agreement, shall have the same meanings
as set forth in the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. S
9601, et seq. ("CERCLA"), the Superfund Amendments and
Reauthorization Act of 1986, Pub. L. Na. 99-499 ("SARA"), the
Hazardous Materials Transportation Act, 49 U.S.C. S 1801, et
seq., the Resource Conservation and Recovery Act, 49 U.S.C. ~
6901, et seq., Chapters 6.5 through 7.7 of Division 20 of the
California Health and Safety Code, S 25100, et seq., or other
applicable state or Federal laws, rules, or regulations adopted
pursuant to any of the foregoing. Except as disclosed to and
acknowledged by LeVine in writing, the Borrower represents and
warrants that: (a) the Borrower has no knowledge of (i) any use,
generation, manufacture, storage, treatment, disposal, release,
or threatened release of any hazardous waste or substance by any
prior owners or occupants of any of the properties, or (ii) any
actual or threatened litigation or claims of any kind by any
person relating to such matters; (b) Neither the Borrower nor any
subtenant, contractor, agent or other user authorized by Borrower
of any of the properties shall use; generate, manufacture, store,
treat, dispose of, or release any hazardous waste or substance
on, under, or about any of the properties owned or operated by
the Borrower; and any such activity shall be conducted in
compliance with all applicable federal, state, and local laws,
regulations, and ordinances, including without limitation those
laws, regulations and ordinances described above. The Borrower
authorizes LeVine and his agents, upon 24 hours prior notice
(which need not be in writing), to enter upon the properties to
make such inspections and tests as LeVine may deem appropriate to
determine compliance of the properties owned or operated by the
Borrower with this section of the Agreement. Any inspections
or tests made by LeVine shall be for LeVine's purposes only and
shall not be construed to create any responsibility or liability
on the part of LeVine to the Borrower or to any other person. The
Borrower hereby (a) releases and waives any future claims against
LeVine for indemnity or contribution in the event the Borrower
becomes liable for cleanup or other costs under any such laws,
and (b) agrees to indemnify and hold harmless LeVine against any
and all claims, losses, liabilities, damages, penalties, and
expenses which LeVine may directly or indirectly sustain or
suffer resulting from a breach of this section of the Agreement
or as a consequence of any use, generation, manufacture, storage,
disposal, release or threatened release occurring prior to the
Borrower's ownership or interest in the properties, whether or
not the same was or should have been known to the Borrower. The
provisions of this  section of the Agreement, including the
obligation to indemnify, shall survive the payment of the
Indebtedness and the termination or expiration of this Agreement
and shall not be affected by LeVine's
acquisition of any interest in any of the properties, whether by
foreclosure or otherwise.

4.   ADDITIONAL DUTIES OF THE BORROWER.

     4.1  Financial and Other Covenants. The Borrower shall at
all times comply with this Agreement.

     4.2  Overadvance: Proceeds of Accounts. If for any reason
the total of all outstanding Loans and all other monetary
Obligations exceeds the Credit Limit, without limiting LeVine's
other remedies, and whether or not LeVine declares an Event of
Default, the Borrower shall remit to LeVine all checks and other
proceeds of the Borrower's accounts and general intangibles, in
the same form as received by the Borrower,  properly endorsed
(with recourse) to the order of  LeVine, within one day after the
Borrower's receipt of the same, to be applied to the Obligations
in such order as LeVine shall determine in his discretion.

     4.3  Insurance. The Borrower shall at all times insure all
of the tangible personal property Collateral and carry such other
business insurance, with insurers reasonably acceptable to
LeVine, in such form and amounts as LeVine may reasonably
require. All such insurance policies shall name LeVine as an
additional loss payee, and shall contain a lenders loss payee
endorsement in form reasonably acceptable to LeVine. Upon receipt
of the proceeds of any such insurance, LeVine may in his option
apply such proceeds in reduction of the Obligations as LeVine
shall determine in his sole and absolute discretion, except that,
provided no Event of Default has occurred, LeVine shall release
to the Borrower all insurance proceeds totaling less than
$100,000 which shall be utilized by the Borrower for the
replacement of the items with respect to which the insurance
proceeds were paid. LeVine may require reasonable assurance that
the insurance proceeds so-released will be so used. If the
Borrower fails to provide or pay for any insurance, LeVine may,
but is not obligated to, obtain the same at the Borrower's
expense. The Borrower shall promptly deliver to LeVine copies of
all reports made to insurance companies.

     4.4  Report. The Borrower shall provide LeVine with such
written reports with respect to the Borrower as LeVine, shall
from time to time reasonably specify.

     4.5  Access to Collateral, Books and Records. At all
reasonable times, LeVine, or his agents, shall have the right to
inspect the Collateral, and the right to audit and copy the
Borrower's accounting books, records, ledgers, journals, or
registers and the Borrower's books and records relating to the
Collateral. LeVine shall take reasonable steps to keep
confidential all information obtained in any such inspection or
audit, but LeVine shall have the right to disclose any such
information to his auditors, regulatory agencies and attorneys,
and pursuant to any subpoena or other legal process. The
foregoing audits shall be at LeVine's expense unless the audit
reveals a discrepancy of ten percent (10%) or more the Borrower
shall pay the costs of conducting the audit and such discrepancy
shall constitute an Event of Default. Notwithstanding the
foregoing, during the continuation of an Event of Default all
audits shall be at the Borrower's expense.

     4.6  Negative Covenants.  The Borrower shall not, without
LeVine's prior written consent, which shall not be unreasonably
withheld, do any of the following: (i) merge or consolidate with
another corporation, except that the Borrower may merge or
consolidate with a wholly owned subsidiary; (ii) sell or transfer
any Collateral, except for the sale of finished inventory in the
ordinary course of the Borrower's business, and except for the
sale of obsolete or unneeded equipment in the ordinary course of
business; (iii) loan money or guarantee loans of others that in
the aggregate exceed $50,000 (for purposes of calculating the
aggregate amount of loans and or guarantees, advances to
suppliers of product to the Borrower shall not be considered to
be loans and advances (or guarantee of loans) to subsidiaries of
the Borrower in which the Borrower is the largest shareholder
shall not require prior approval of LeVine so long as such
advances are extended in the ordinary course of the Borrower's
business; (iv) incur any indebtedness for borrowed money, except
for trade debt incurred in the ordinary course of the Borrower's
business, indebtedness to LeVine, and purchase money or lease
financing for equipment in an aggregate amount of less than
$1,000,000.00; (v) pay or declare any dividends on the Borrower's
stock (except for dividends payable solely in stock of the
Borrower); (vi) redeem, retire, purchase or otherwise acquire,
directly or indirectly, any of the Borrower's stock except for
the repurchase of stock pursuant to an employee stock purchase
plan not to exceed $100,000 in any fiscal year; or (vii) dissolve
or elect to dissolve. Transactions  permitted by the foregoing
provisions of this Section are only permitted if no Event of
Default exist and no event which (with notice or passage of time
or both) would constitute an Event of Default would occur as a
result of such transaction.

     4.7  Litigation Cooperation. Should any third-party suit or
proceeding be instituted by or against  LeVine with respect to
any Collateral or in any manner relating to the Borrower, the
Borrower shall, without expense to LeVine, make available the
Borrower and its officers, employees and agents and the
Borrower's books and records to the extent that LeVine may deem
them reasonably necessary in order to prosecute or defend any
such suit or proceeding.  In addition, with respect to such third
party suit or proceeding. Borrower shall pay all LeVine's
attorney's fees and cost, including on appeal, and indemnify an
hold him harmless on all such litigation.

     4.8  Verification. LeVine may, from time to time, verify
directly with the respective account debtors the validity, amount
and other matters relating to the Borrower's accounts, by means
of mail, telephone or otherwise, either in the name of the
Borrower or LeVine or such other name as LeVine may reasonably
choose.

     4.9  Execute Additional Documentation. The Borrower agrees,
at its expense, on request by LeVine, to execute and deliver from
time to time all documents in form satisfactory to LeVine, as
LeVine may deem reasonably necessary or useful in order to
perfect and maintain LeVine's perfected security interest in the
Collateral, and in order to fully consummate all of the
transactions contemplated by this Agreement.

5.   TERM.

     5.1  Maturity Date. This Agreement shall continue' in effect
until the payment in full of the
Obligations, provided, however, that the Borrower shall repay in
full all Obligations not later than  three years after the date
of execution of this Agreement (the "Maturity Date").

     5.2  Early Termination. Subject to Section 5.3, this
Agreement may be terminated, without penalty, prior to the
Maturity Date as follows: (i) by the Borrower, effective ten
business days after written notice of termination is given to
LeVine; or (ii) by LeVine at any time after the occurrence of
an Event of Default, effective immediately upon written notice to
the Borrower.

     5.3  Payment of Obligations. On the Maturity Date, or on any
earlier effective date of termination, the Borrower shall pay and
perform in full all Obligations, whether evidenced by installment
notes or otherwise, and whether or not all or any part of such
Obligations are otherwise then due and payable. Notwithstanding
any termination of this Agreement, all of LeVine's security
interests in all of the Collateral and all of the terms and
provisions of this Agreement shall continue in full force and
effect until all Obligations have been paid and performed in
full; provided that, without limiting the fact that Loans are
discretionary on the part of LeVine, LeVine may, in his sole
discretion, refuse to make any further Loans after termination.
No termination shall in any way affect or impair any right or
remedy of LeVine, nor shall any such termination relieve the
Borrower of any Obligation to LeVine, until all of the
Obligations have been paid and performed in full. Upon payment
and performance in full of all the Obligations, LeVine shall
promptly deliver to the Borrower termination statements, requests
for reconveyances and such other documents as may be required to
fully terminate any of LeVine's security interests.


6.   EVENTS OF DEFAULT AND REMEDIES.

     6.1  Events of Default. Without notice from LeVine, the
occurrence of any of the following events shall constitute an
"Event of Default" under this Agreement, and the Borrower shall
give LeVine immediate written notice thereof: (a) any warranty,
representation, statement, report or certificate made or
delivered to LeVine by the Borrower or any of the Borrower's
officers or employees, now or in the future, shall be untrue or
misleading in any material respect; or (b) the Borrower shall
fail to pay when due any Loan or any interest thereon or any
other monetary Obligation within five days after the due date; or
(c) the total Loans and other monetary Obligations outstanding at
any time exceed the Credit Limit; or (d) the Borrower shall fail
to pay or perform any other non-monetary Obligation, under this
Agreement or any other agreement or document relating to the
Loans; or (e) any levy, assessment, attachment, seizure, lien or
encumbrance is made on all or any part of the Collateral; or (f)
dissolution, termination of existence, insolvency or business
failure of the Borrower, or appointment of a receiver, trustee or
custodian, for all or any part of the property of, assignment for
the benefit of creditors by, or the commencement of any
proceeding by the Borrower under any reorganization, bankruptcy,
insolvency, arrangement, readjustment of debt, dissolution or
liquidation law or statute of any jurisdiction, now or in the
future in effect, provided Borrower may allow the foregoing to
occur to one of its wholly owned subsidiaries; or (g) the
commencement of any proceeding against the Borrower or any
guarantor of any of the Obligations under any reorganization,
bankruptcy, insolvency, arrangement; readjustment of debt,
dissolution or liquidation law or statute of any jurisdiction,
now or in the future in effect, which is not cured by the
dismissal thereof within 30 days after the date commenced; or (h)
commencement of proceedings by any guarantor of any of the
Obligations under any bankruptcy or insolvency law; or (i) the
Borrower makes any payment on account of any indebtedness or
obligation which has been subordinated to the Obligations, or
if any person who has subordinated such indebtedness or
obligations terminates or in any way limits his subordination
agreement; (j) the Borrower shall generally not pay its debts as
they become due; or the Borrower shall conceal, remove or
transfer any part of its property, with intent to hinder, delay
or defraud its creditors, or make or suffer any transfer of any
of its property which may be fraudulent under any bankruptcy,
fraudulent conveyance or similar law; or (k) the Borrower shall
breach any subordination agreement executed in connection with
the Loans. If any of the foregoing defaults, other than a failure
to pay money, is curable and if Borrower has not been given a
notice of a similar default within the preceding twelve months,
it may be cured (and no Event of Default will have occurred) if
Borrower, after receiving written notice from Lender demanding
cure of such default: (a) cures the failure within fifteen days;
or (b) if the cure requires more than fifteen days, immediately
initiates steps sufficient to cure such default and thereafter
continues and completes all reasonable and necessary steps
sufficient to produce compliance as soon as reasonably practical.
LeVine may cease making any Loans hereunder during any of the
above cure periods, and thereafter if an Event of
Default has occurred.

     6.2  Remedies. Upon the occurrence of any Event of Default
and the expiration of any applicable cure period under Section
6.1, and at any time thereafter, LeVine, at its option, and
without notice or demand of any kind (all of which are hereby
expressly waived by the Borrower), may do any one or more of the
following simultaneously or in any order LeVine chooses and
without first exhausting any one remedy: (a) Cease making Loans
or otherwise extending credit to the Borrower under this
Agreement or any other document or agreement; (b) Accelerate and
declare all or any part of the Obligations to be  immediately
due, payable, and performable, notwithstanding any deferred or
installment payments allowed by any instrument evidencing or
relating to any Obligation; (c) Take possession of any or all of
the Collateral wherever it may be found, and for that purpose the
Borrower hereby authorizes  LeVine without judicial process to
enter onto any of the Borrower's premises without interference to
search for, take possession of, keep, store, or remove any of the
Collateral, and remain on the premises or cause a custodian to
remain on the premises in exclusive control thereof without
charge for so long as LeVine deems it reasonably necessary in
order to complete the enforcement of its rights under this
Agreement or any other agreement; provided, however, that should
LeVine seek to take possession of any or all of the Collateral by
Court process, the Borrower hereby irrevocably waives: (i) any
bond and any surety or security relating thereto required by any
statute, court rule or otherwise as an incident to such
possession; and (ii) any demand for possession prior to the
commencement of any suit or action to recover possession thereof;
(d) Require the Borrower to assemble any or all of the Collateral
and make it available to LeVine at places designated by LeVine
which are reasonably convenient to LeVine and the Borrower, and
to remove the Collateral to such locations as LeVine may deem
advisable; (e) Require the Borrower to deliver to LeVine, in
kind, all checks and other payments received with respect to all
accounts and general intangibles, together with any necessary
endorsements, within one day after the date received by the
Borrower; (f) Complete the processing, manufacturing or repair of
any Collateral prior to a disposition thereof and, for such
purpose and for the purpose of removal, LeVine shall have the
right to use the Borrower's premises, vehicles, hoists, lifts,
cranes, equipment and all other property without charge; (g)
Sell, lease or otherwise dispose of any of the Collateral in its
condition at the time LeVine obtains possession of it or after
further manufacturing, processing or repair, at any one or more
public and/or private sales, in lots or in bulk, for cash,
exchange or other property, or on credit, and to adjourn any such
sale from
time to time without notice other than oral announcement at the
time scheduled for sale. LeVine shall have the right to conduct
such disposition on the Borrower's premises without charge, for
such time or times as LeVine deems reasonable, or on LeVine's
premises, or elsewhere and the Collateral need not be located at
the place of disposition. LeVine may directly or through any
affiliated company purchase or lease any Collateral at any such
public disposition, and if permissible under applicable law, at
any private disposition. Any sale or other disposition of
Collateral shall not relieve the Borrower of any liability the
Borrower may have if any Collateral is defective as to title or
physical condition or otherwise at the time of sale; (h) Demand
payment of, and collect any accounts and general intangibles
comprising collateral and, in connection therewith, the Borrower
irrevocably authorizes LeVine to endorse or sign the Borrower's
name on all collections, receipts, instruments and other
documents, to take possession of and open mail addressed to the
Borrower and remove therefrom payments made with respect to any
item of the Collateral or proceeds thereof, and, in LeVine's sole
discretion, to grant extensions of time to pay, compromise claims
and settle accounts and the like for less than face value;
(i) Offset against any sums in any of the Borrower's general,
special or other deposit accounts with LeVine; and (j) Demand and
receive possession of any of the Borrower's federal and state
income tax and the books and records utilized in the preparation
thereof or referring thereto.

     Notwithstanding any other provision of this Agreement, if
the Borrower shall fail to pay when due any Loan or any interest
thereon or any other monetary Obligation, LeVine may cease making
Loans or otherwise extending credit to the Borrower under this
Agreement or any other document or agreement without waiting for
the expiration of any notice or cure period.

     All reasonable fees of professionals (including attorneys'
fees), expenses, costs, liabilities and obligations incurred by
LeVine with respect to the foregoing shall be added to and become
part of the Obligations, shall be due on demand, and shall bear
interest at a rate equal to the highest interest rate
applicable to any of the monetary Obligations. Without limiting
any of LeVine's rights and remedies, from and after the
occurrence of any Event of Default the interest rate applicable
to the monetary Obligations shall be increased by an additional
four percent per annum or such lesser rate, if necessary to avoid
usury law.

     6.3  Standards for Determining Commercial Reasonableness.
The Borrower and LeVine agree that a sale or other disposition
(collectively, "sale") of any Collateral which complies with the
following standards will conclusively be deemed to be
commercially reasonable: (i) Notice of the sale is given to the
Borrower at least seven days prior to the sale, and, in the case
of a public sale, notice of the sale is published at least seven
days before the sale in a newspaper of general circulation in the
county where the sale is to be conducted; (ii) Notice of the sale
describes the Collateral in general, non-specific terms; (iii)
The sale is conducted at a place designated by LeVine, with or
without the Collateral being present; (iv) The sale commences at
any time between 8:00 a.m. and 6:00 p.m; (v) Payment of the
purchase price in cash or by cashier's check or wire transfer is
required; (vi) With respect to any sale of any of the Collateral,
LeVine may (but is not obligated to) direct any prospective
purchaser to ascertain directly from the Borrower any and all
information concerning the same. LeVine may employ other methods
of noticing and selling the Collateral, in its discretion, if
they are commercially reasonable.

     6.4  Power of Attorney. Upon the occurrence of any Event of
Default, without limiting LeVine's other rights and remedies, the
Borrower grants to LeVine an irrevocable power of attorney
coupled with an interest, authorizing and permitting LeVine
(acting through any of its employees, attorneys or agents) at any
time, at its option, but without obligation, with or without
notice to the Borrower, and at the Borrower's expense, to do any
or all of the following, in the Borrower's name or otherwise, but
only in connection with enforcement of its security interests or
collection of proceeds of its Collateral: (a) Execute on behalf
of the Borrower any documents that LeVine may, in its reasonable
judgment, deem advisable in order to perfect and maintain
LeVine's security interest in the Collateral, or in order to
exercise a right of the Borrower or LeVine, or in order to fully
consummate all the transactions contemplated under this
Agreement, and all other present and future agreements; (b)
Execute on behalf of the Borrower any document exercising,
transferring or assigning any option to purchase, sell or
otherwise dispose of or to lease (as lessor or lessee) any real
or personal property which is part of LeVine's Collateral or in
which LeVine has an interest; (c) Execute on behalf of the
Borrower, any invoices relating to any account, any draft against
any account debtor and any notice to any account debtor, any
proof of claim in bankruptcy, any Notice of Lien, claim of
mechanic's, materialman's or other lien, or assignment or
satisfaction of mechanic's, materialman's or other lien; (d) Take
control in any manner of any cash or non-cash items of payment or
proceeds of Collateral; endorse the name of the Borrower upon any
instruments, or documents', evidence of payment or Collateral
that may come into LeVine's possession; (e) Endorse all checks
and other forms of remittances received by LeVine; (f) Pay,
contest or settle any lien, charge, encumbrance, security
interest and adverse claim in or to any of the Collateral, or any
judgment based thereon, or otherwise take any action to terminate
or discharge the same; (g) Grant extensions of time to pay,
compromise claims and settle accounts and general intangibles for
less than face value and execute all releases and other documents
in connection therewith; (h) Pay any sums required on account of
the Borrower's taxes or to secure the release of any liens
therefore, or both; (i) Settle and adjust, and give releases of,
any insurance claim that relates to any of the Collateral and
obtain payment therefor; (j) Instruct any third party having
custody or control of any books or records belonging to, or
relating to, the Borrower to give LeVine the same rights of
access and other rights with respect thereto as LeVine has under
this Agreement; and (k) Take any action or pay any sum required
of the Borrower pursuant to this Agreement and any other present
or future agreements. LeVine shall exercise the foregoing
powers in a commercially reasonable manner. Any and all
reasonable sums paid and any and all reasonable costs, expenses,
liabilities, obligations and attorneys' fees incurred by LeVine
with respect to the foregoing shall be added to and become part
of the Obligations, shall be payable on demand, and shall bear
interest at a rate equal to the highest interest rate applicable
to any of the monetary Obligations. In no event shall LeVine's
rights under the foregoing power of attorney or any of LeVine's
other rights under this Agreement be deemed to indicate that
LeVine is in control of the business, management or properties of
the Borrower.

     6.5  Application of Proceeds. All proceeds realized as the
result of any sale of the Collateral shall be applied by LeVine
first to the costs, expenses, liabilities, obligations and
attorneys' fees incurred by LeVine in the exercise of its rights
under this Agreement, second to the interest due upon any of the
monetary Obligations, and third to the principal of the monetary
Obligations, in such order as LeVine shall determine in its sole
discretion. Any surplus shall be paid to the Borrower or other
persons legally entitled thereto; the Borrower shall remain
liable to LeVine for any deficiency. If LeVine, in its sole
discretion, directly or indirectly enters into a deferred payment
or other credit transaction with any purchaser at any sale or
other disposition of Collateral, LeVine shall have the option,
exercisable at any time, in its sole discretion, of either
reducing the monetary Obligations by the principal amount of
purchase price or deferring the reduction of the monetary
Obligations until the actual receipt by LeVine of the cash
therefore.

     6.6  Remedies Cumulative. In addition to the rights and
remedies set forth in this Agreement, LeVine shall have all the
other rights and remedies accorded a secured party under the
California Uniform Commercial Code and under all other applicable
laws, and under any other instrument or agreement now or in the
future entered into between LeVine and the Borrower, and all of
such rights and remedies are cumulative and none is exclusive.
Exercise or partial exercise by LeVine of one or more of its
rights or remedies shall not be deemed an election, nor bar
LeVine from subsequent exercise or partial exercise of any other
rights or remedies. The failure or delay of LeVine to exercise
any rights or remedies shall not operate as a waiver thereof, but
all rights and remedies shall continue in full force and effect
until all of the Obligations have been fully paid and performed.

7.   GENERAL PROVISIONS.

     7.1  Notices. All notices to be given under this Agreement
shall be in writing and shall be given either personally, fax, or
by regular first-class mail, or certified mail return receipt
requested, addressed to LeVine or the Borrower at the addresses
shown in the heading to this Agreement, or at any other address
designated in writing by one party to the other party. All
notices shall be deemed to have been given upon delivery in the
case of notices personally delivered to the Borrower or to
LeVine, or at the expiration of two business days following the
deposit thereof in the United States mail, with postage prepaid.

     7.2  Severability. Should any provision of this Agreement be
held by any court of competent jurisdiction to be void or
unenforceable, such defect shall not affect the remainder of this
Agreement, which shall continue in full force and effect.

     7.3  Integration. This Agreement and such other written
agreements, documents and instruments as may be executed in
connection herewith are the final, entire and complete agreement
between the Borrower and LeVine and supersede all prior and
contemporaneous negotiations and oral representations and
agreements, all of which are merged and integrated in this
Agreement. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND
COMMITMENTS MADE BY LEVINE AFTER OCTOBER 3, 1989, CONCERNING
LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL,
FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S
RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED
BY LEVINE TO BE ENFORCEABLE.

     7.4  Waivers. The failure of LeVine at any time or times to
require the Borrower to strictly comply with any of the
provisions of this Agreement or any other present or future
agreement between the Borrower and LeVine shall not waive or
diminish any right of LeVine later to demand and receive strict
compliance therewith. Any waiver of any default shall not waive
or affect any other default, whether prior or subsequent thereto.
None of the provisions of this Agreement or any other agreement
now or in the future executed by the Borrower and delivered to
LeVine shall be deemed to have been waived by any act or
knowledge of LeVine or its agents or employees, but only by a
specific written waiver signed by an officer of LeVine and
delivered to the Borrower. The Borrower waives demand, protest,
notice of protest or dishonor, notice of payment and nonpayment,
release, compromise,  settlement, extension or renewal of any
commercial paper, instrument, account, general intangible,
document or guaranty at any time held by LeVine on which the
Borrower is or may in any way be liable, and notice of any action
taken by LeVine, unless expressly required by this Agreement.

     7.5  No Liability for Ordinary Negligence. Neither LeVine,
nor his agents, attorneys or any other person affiliated with or
representing LeVine shall be liable for any claims, demands,
losses or damages, of any kind whatsoever, made, claimed,
incurred or suffered by the Borrower or any other party through
the ordinary negligence of LeVine, or any of his agents,
attorneys or any other person affiliated with or representing
LeVine. Nothing in this Agreement shall relieve LeVine of
liability for
gross negligence.

     7.6  Amendment. The terms and provisions of this Agreement
may not be waived or amended, except in a writing executed by the
Borrower and authorized by LeVine.

     7.7  Time of Essence. Time is of the essence in the
performance by the Borrower of each and every obligation under
this Agreement.

     7.8  Attorneys' Fees and Costs. The Borrower shall pay
LeVine  $12,500 (Twelve Thousand Five Hundred Dollars) to cover
his attorneys' fees and fees of other professionals, and all
filing, recording, search, title insurance, appraisal, audit, and
other costs incurred by LeVine, pursuant to, or in connection
with the execution of  this Agreement and perfection of the
Security Interest granted LeVine. If either LeVine or the
Borrower files any lawsuit against the other predicated on a
breach of this Agreement, the prevailing party in such action
shall be entitled to recover its reasonable costs and
professionals' fees, including (but not limited to) reasonable
attorneys' fees and costs incurred in the  enforcement of,
execution upon or defense of any order, decree, award or
judgment. All fees and costs to which LeVine may be entitled
pursuant to this Paragraph shall immediately become part of the
Borrower's Obligations, shall be due on demand, and shall bear
interest at a rate equal to the highest interest rate applicable
to any of the monetary obligations.

7.9  Benefit of Agreement. The provisions of this Agreement shall
be binding upon and inure to the benefit of the respective
successors, assigns, heirs, beneficiaries and representatives of
the parties hereto. The Borrower agrees and consents to Lender's
sale or transfer, whether now or later, of one or more
participation interests in the Loans to one or more purchasers,
whether related or unrelated to LeVine. LeVine may provide,
without any limitation whatsoever, to any one or more purchasers,
or potential purchasers, any information or knowledge LeVine may
have about the Borrower or about any other matter relating to the
Loan and the Borrower hereby waives any rights to privacy it may
have with respect to such matters. The Borrower additionally
waives any and all notices of sale of participation interests, as
well as all notices of any repurchase of such participation
interests. The Borrower also agrees that the  purchasers of any
such participation interests will be considered as the absolute
owners of such interests in the Loans and will have all the
rights granted under the participation agreement or agreements
governing the sale of such participation interests. The Borrower
further waives all rights of offset or counterclaim that it may
have now or later against LeVine or against any purchaser of such
a participation interest and unconditionally agrees that
either LeVine or such purchaser may enforce the Borrower's
obligation under the Loans irrespective of the failure or
insolvency of any holder of any interest in the Loans. The
Borrower further agrees that the purchaser of any such
participation interests may enforce its interests irrespective of
any personal claims or defenses that the Borrower may have
against LeVine.

     7.10  Paragraph Headings; Construction. Paragraph headings
are only used in this Agreement for convenience. The Borrower
acknowledges that the headings may not describe completely the
subject matter of the applicable paragraph, and the headings
shall not be used in any manner to construe, limit, define or
interpret any term or provision of this Agreement. This Agreement
has been fully reviewed and negotiated between the parties and no
uncertainty or ambiguity in any term or provision of this
Agreement shall be construed strictly against LeVine or the
Borrower under any rule of construction or otherwise.

     7.11 Mutual Waiver of Jury Trial. The Borrower and LeVine
each hereby waive the right to trial by jury in any action or
proceeding based upon, arising out of, or in any way relating to,
this Agreement or any other present or future instrument or
agreement between LeVine and the Borrower, or any conduct, acts
or omissions of LeVine or the Borrower or any of their directors,
officers, employees, agents, attorneys or any other persons
affiliated with LeVine or the Borrower, in all of the
foregoing cases, whether sounding in contract or tort or
otherwise.

     7.12 Governing Law; Jurisdiction; Venue. This Agreement and
all acts and transactions hereunder and all rights and
obligations of LeVine and the Borrower shall be governed by, and
construed in accordance with, the laws of the State of
California.  Any undefined term used in this Agreement that is
defined in the California Uniform Commercial Code shall have the
meaning assigned to that term in the California Uniform
Commercial Code. As a material part of the consideration to
LeVine to enter into this Agreement, the Borrower (i) agrees that
all actions and proceedings relating directly or indirectly
hereto shall at LeVine's option, be litigated in courts located
within California, and that the exclusive venue therefor shall be
Los Angeles County; (ii) consents to the jurisdiction and venue
of any such court and consents to service of process in any such
action or proceeding by personal delivery or any other method
permitted by law; and (iii) waives any and all rights the
Borrower may have to object to the jurisdiction of any such
court, or to transfer or change the venue of any such action or
proceeding.



                         SIGNATURE PAGE

Borrower:
BLOWOUT VIDEO HOLDING COMPANY

By:  _____________________________________

Title:    _____________________________________

LeVine:
BILL LEVINE

By:  _____________________________________

Title:    _____________________________________

FKC.dtw - G:\agreement\LeVineBlowoutloanagr.doc.7/22/99-9:16am

                          SCHEDULE 3.2

Blowout Video

Blowout Video Holding Company

Blowout Video Seattle

Blowout Video of New York, Inc.

Blowout Video of Colorado, Inc.

Blowout Video of Ohio, Inc.

Blowout Video of Pennsylvania, Inc.

Blowout Video of Orlando, Inc.

Dover Aggregates, Inc.

                          Schedule 3.3

Blowout Video
5050 Factory Shops Blvd, Space 150
Castle Rock, CO  80104

Blowout Video
8830 Factory Shops Blvd
Jeffersonville, OH

Blowout Video
I-79 & Rt. 208, Space 825
Grove City, PA  16127

Blowout Video
15742 S. Apopka Vineland
Orlando, FL  32821

Blowout Video
1521 Broadway
New York, NY 10036