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                                                                   EXHIBIT 10.11

                              EXTENSION AGREEMENT


BORROWER:      FUTURE MEDIA PRODUCTIONS, INC.
ADDRESS:       25136 ANZA DRIVE
               VALENCIA, CALIFORNIA 91355

DATE:          JANUARY 16, 1998

     THIS EXTENSION AGREEMENT is entered into between GREYROCK BUSINESS CREDIT,
a Division of NationsCredit Commercial Corporation ("GBC"), whose address is
10880 Wilshire Blvd., Suite 950, Los Angeles, CA 90024 and the borrower named
above ("Borrower").

     The Parties agree to amend the Loan and Security Agreement between them,
dated February 26, 1997 (the "Loan Agreement"), as follows. (This Amendment, the
Loan Agreement, any prior written amendments to said agreements signed by GBC
and the Borrower, and all other written documents and agreements between GBC and
the Borrower are referred to herein collectively as the "Loan Documents".
Capitalized terms used but not defined in this Amendment, shall have the
meanings set forth in the Loan Agreement.)

     1. EXTENSION. The Maturity Date, "February 28, 1998", set forth in the
Schedule to the Loan Agreement, is hereby amended by replacing said date with
the date "April 30, 1998".

     2. REPRESENTATIONS TRUE. Borrower represents and warrants to GBC that all
representations and warranties set forth in the Loan Agreement, as amended
hereby, are true and correct.

     3. GENERAL PROVISIONS. This Amendment, the Loan Agreement, and the other
Loan Documents set forth in full all of the representations and agreements of
the parties with respect to the subject matter hereof and supersede all prior
discussions, representations, agreements and understandings between the parties
with respect to the subject hereof. Except as herein expressly amended, all of
the terms and provisions of

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the Loan Agreement and the other Loan Documents shall continue in full force and
effect and the same are hereby ratified and confirmed.

 BORROWER:                               GBC:

 FUTURE MEDIA PRODUCTIONS, INC.          GREYROCK BUSINESS CREDIT,
                                         A DIVISION OF NATIONSCREDIT COMMERCIAL
                                         CORPORATION
 BY /s/ ALEX SANDEL
   -------------------------------       BY /s/ {Illegible}
      PRESIDENT OR VICE PRESIDENT          -------------------------------
                                         TITLE
 BY /s/ DAWN DODSON                           --------------------------
   -------------------------------
      SECRETARY OR ASS'T SECRETARY


                                      CONSENT

     The undersigned, guarantors, acknowledge that their consent to the
foregoing Agreement is not required, but the undersigned nevertheless do hereby
consent to the foregoing Agreement and to the documents and agreements referred
to therein and to all future modifications and amendments thereto, and any
termination thereof, and to any and all other present and future documents and
agreements between or among the foregoing parties. Nothing herein shall in any
way limit any of the terms or provisions of the Continuing Guarantees of the
undersigned, all of which are hereby ratified and affirmed. This Consent may be
executed in counterparts. The signatures of the undersigned shall be fully
effective even if other persons named below fail to sign this Consent.

 /s/ ALEX SANDEL                         /s/ BENY ALAGEM
 -------------------------------         -------------------------------
 Alex Sandel                             Beny Alagem

 /s/ JASON BARZILAY
 -------------------------------
 Jason Barzilay

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