EXHIBIT 8.
                   VOTING TRUST AGREEMENT


     THIS AGREEMENT effective this 13th day of february,
1996, by and between FRANK BROOKS, shareholder of certain
option rights to acquire up to One Million (1,000,000)
shares of RGB Computer & Video, Inc. ("RGB" or
"Corporation") common stock, whose address is 7389 S.E.
Rivers Edge Street, Jupiter, Florida 33458, hereinafter
referred to as "Shareholder"; and FRANK BROOKS, as Trustee,
whose address is 7689 S.E. Rivers Edge Street, Jupiter,
Florida 33458, hereinafter referred to as "Trustee".


WITNESSETH

     WHEREAS, FRANK BROOKS is the owner and holder of
certain option rights to RGB common stock, based on certain
performance criteria, as more fully set out in that certain
Stock Option Agreement between Shareholder and RGB of even
date herewith (Performance Stock); and

     WHEREAS, the Shareholder of the Corporation, and the
Corporation hereby agree it is in the best interest of all
concerned to allow this voting trust on the terms and
conditions set forth herein and that this Voting Trust
Agreement does not violate any Shareholder Agreement: and

     WHEREAS, FRANK BROOKS, individually hereby does desire
to form a voting trust in favor of FRANK BROOKS, as Trustee,
for any portion of Performance Stock acquired by Shareholder
which he desires to asign to one or more of his children;and

     WHEREAS, as a condition precedent to transferring andy
shares of such Performance Stock to any child of
Shareholder, RGB requires that inter alia, along with the
requirements of any shareholder, such shares to be
transferred be voted by Shareholder and be subject to this
Voting Trust Agreement.

     NOW THEREFORE, in consideration of the premises and the
mutual covenants herein contained, each of the parties
hereto covenants and agrees as follows:

     1.   The foregoing recitals are true and correct and
are incorporated herein.

     2.   Upon acquiring Performance Stock, Shareholder will
deliver his certificate of stock representing those number
of such shares of stock owned by him, together with
appopriate executed stock powers with respect to such
certificates and stock power.  Except as specifically
provided herein, the registered owners of such transferred
shares of Performance shall remain the legal owner of the
shares represented by such certificate and have all rights
and privileges attributed to said shares except as precluded
by this Agreement.

     3.   Notwithstanding anyting to the contrarty, the
Trustee shall have the following powers and is hereby
authorized to exercise such power:

  A.Vote said shares of stock at any duly called meeting of
     shareholders of the Corporation.

  B.Take any action on behalf of the Shareholder by written
     action in lieu of minutes.

  C.Vote on any business matter coming before the
     Corporation which Shareholder might have voted on had
     he been present in person or by proxy.

     4.   In the event of the resignation, inability to act,
or removal of the the Trustee, a new Trustee shall be
selected by FRANK BROOKS.  If he fails to select such
successor trustee within thirty (30) days of the triggering
event, Robert L. Gilbert, III and Cynthis Gilbert, or the
survivor of them, shall be the next successor Trustee.  In
the event of the death, resignation, inability to act or
removal of the remaining next successor Trustee, the RGB's
Board of Directors shall select such next successor trustee.

     5.   This Agreement shall encompass all Performance
Stock owned by FRANK BROOKS, whether acquired directly or
indirectly, including all beneficial interest therein.

     6.   All stock held by Trustees shall bear a
restrictive legend in substantially the following form:

          The rights of sale, assignment, transfer, pledge
or other disposition of the shares of stock evidenced by
this certificate are restricted and subject to compliance
with certain corporate documents including without
limitation that certain Voting Trust Agreement dated
effective the 12th day of February, 1996, maintained with
the books and records of the Corporation.

     7.   This Agreement shall terminate on the earlier of
ten years from the date of execution hereof or after the
death of Shareholder.

     8.   The Trustee hereby accepts and agrees to perform
the duties of the Trust herein posed subject to all the
terms, conditions and reservations herein contained. Trustee
agrees that he will exercise the powers to perform the
duties of Trustee as set forth herein.  The Trustee agrees
that he will exercise the powers to perform the duties of
Trustee as set forth herein.  The Trustee is accepting the
duties hereunder in order to benefit RGN and the
Shareholder, and thus, has expressly agreed, that he shall
not be liable for acts of ordinary negligence and shall be
responsible to RGB and its Shareholder only for gross
negligence or dishonest or fraudulent acts, misfeasance or
malfeasance.

     9.   All beneficial owners of Performance Stock now
existing or which hereafter are otherwise entitled to
acquire such shares of stock as a condition precedent to the
transfer of any shares of such Performance Stock from Frank
Brooks, shall indemnify, hold harmless and release RGB and
its subsidiaries and affiliates, upon documents to the
satisfation of RGB in its sole and absolute discretion from
all claims or causes of action arising from or connected
with the Voting Trust Agreement or the performance of the
Trustee hereunder, whether existing at the time of transfer,
or occurring thereafter.

     10.  The Trustee may at any time resign by giving
thirty (30) days notice in writing to the Secretary of RGB.
In thej event of the resignation of the Trustee, a new
trustee shall be appointed in the manner herein contained.

     11.  The Corporation is an interested third party
beneficiary hereunder and may enforce all the terms and
conditions herein to its benefit.

     12.  This Agreement shall be governed and construed
according to the laws of Florida, and venue of any
proceeding arising hereunder shall be in a Court of
competent jurisdiction in Palm Beach County, Florida.

     IN WITNESS WHEREOF,      the foregoing have set their
hands and seals effective the day first set forth above.


                                                SHAREHOLDER:

                                            // Frank Brooks
                                           --------------------
                                                FRANK BROOKS


                                                 TRUSTEE:

                                           // Frank Brooks
                                          ---------------------
                                              FRANK BROOKS


ACCEPTED AND AGREED TO effective the date first set forth
above.

                                        RGB COMPUTER & VIDEO, INC.

                                by:     // Robert L. Gilbert III. President
                                   -----------------------------------------
                                        ROBERT L. GILBERT, III, as President