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                                                                   EXHIBIT 10.19



June 15, 1998

Mr. Alex Sandel
President
Future Media Productions
25136 Anza Drive
Valencia, California 91355

Dear Mr. Sandel:

1.    This letter confirms our understanding that Future Media Productions,
      Inc. (the "Company") has engaged Averil Associates, Inc. ("Averil") as
      financial advisor to the Company regarding its strategic and financing
      alternatives with respect to an initial public offering (the
      "Engagement").  It is anticipated that the scope of this retention will
      take the following form:

      (A)    Averil will act as financial advisor to the Company with respect
             to the consideration and implementation of its strategic
             alternatives.  As part of this assignment, Averil will (i) study
             and evaluate the short-term and long-term projected financial
             performance and capital needs of the Company, (ii) develop
             valuation perspectives regarding the Company, reflecting
             appropriate strategic, industry and macroeconomic
             considerations, (iii) as a result of Averil's diligence, and in
             conjunction with management analysis, work with management in
             developing a strategic financing plan for the Company; (iv) work
             with management in contacting and negotiating with potential
             underwriters in line with the financing plan, (v) review various
             structural and tax considerations applicable to a transaction
             impacting the Company, (vi) coordinate all financial and legal
             advisors involved in the transactional process, and (vii) assist
             in the preparation, execution and the closing of all aspects of
             an initial public offering.

      (B)    A transaction may include the Company or any of its affiliates,
             including (without limitation) a new entity formed for such
             purpose (collectively, the "Entities").

2.    The Company shall pay to Averil, as compensation for services under this
      Engagement, as follows:

      (A)    RETAINER.  A non-refundable retainer fee of $35,000, payable
             upon execution of this letter agreement.

      (B)    TRANSACTION FEES.  In the case of a transaction, a transaction
             fee of .75% of the consideration raised, payable in cash, at the
             closing (or, if more than one, at each closing) of a transaction
             in line with the Company's business plan, by wire transfer or
             certified bank check; PROVIDED HOWEVER, the retainer fee payable
             pursuant to the first paragraph of Section 2(A) above, shall be
             credited against any transaction fees payable pursuant to this
             paragraph.
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             In addition to the cash fees payable pursuant to the above
             paragraph, the Company shall issue to Averil, at no cost,
             additional equity securities, warrants or other participating
             interests in the Company (or, if applicable, another Entity)
             representing .25% of the consideration raised in value, priced
             in accordance with the Black Scholes option model, to be issued
             upon consummation of the transaction and receipt of the
             consideration in cash; provided, however, the minimum amount of
             warrants issuable pursuant to this transaction shall be $50,000
             in value.  The Company will grant to Averil registration rights,
             at Averil's expense, on Form S-3, exercisable after twelve
             months following any initial public offering.

      (C)    EXPENSES.  In addition to any fees payable hereunder, the
             Company shall, whether or not a transaction shall be consummated,
             reimburse Averil as billed for its business class travel and
             other reasonable out-of-pocket expenses (including all fees and
             disbursements of counsel and of other consultants and advisors
             retained by it, messenger and duplicating services, telephone
             and facsimile expenses, document and database charges and other
             customary expenditures), incurred in connection with, or arising
             out of, Averil's activities under or contemplated by this
             engagement.  Averil shall charge all of its out-of-pocket
             expenses at its actual cost.  Aggregate total expenses shall not
             exceed $7,500; provided, however, in the event that Averil is
             asked to travel with the Company either in connection with the
             selection of underwriters or completion of the roadshow, such
             expenses shall be covered by the Company.

      (D)    DEFINITIONS.  As used herein, "transaction" shall mean any
             transaction or series or combination of transactions whereby,
             directly or indirectly, a private or public party(ies)
             (excluding Greyrock Business Credit, Alexander Sandel, Beny
             Alagem and Jason Barzilay or any entity that any of them owns or
             controls) lends or otherwise invests in any of the Entities or
             their respective affiliates or assets.  Such transaction may
             include, but shall not be limited to, placement of a term loan,
             revolver or other debt facility, subordinated debentures,
             convertible equity or other similar securities, a private or
             public financing transaction, an acquisition or exchange of
             capital stock or assets, a lease of assets with or without a
             purchase option, a merger or consolidation, the formation of a
             joint venture or partnership or any similar transaction through
             which the Company's financing objectives are met.

             As used herein, "consideration" shall mean all (i) cash,
             whether paid, funded or contributed immediately or to be paid,
             funded or contributed in the future (contingent, deferred or
             otherwise), (ii) the fair market value of all debt, equity and
             other securities, other participating interests and any other
             property paid, funded or contributed, and (iii) the fair market
             value of all debt or other liabilities paid, funded or secured
             (or otherwise assumed) directly or indirectly on behalf of the
             Company or any of its affiliates.

3.    In connection with Averil's activities hereunder, the Company will
      furnish Averil with all material information regarding the business and
      financial condition of the Company (all such information so furnished
      being the "Information").  The Company recognizes and confirms that
      Averil (i) will use and rely primarily on the Information and on
      information available from generally recognized public sources in
      performing the services contemplated by this letter without having
      independently verified the same; (ii) does not assume responsibility
      for the accuracy or completeness of the Information and such other
      information, (iii) will not make an appraisal of any assets of the
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      Company, and (iv) retains the right to continue to perform due
      diligence during the course of the engagement.

4.    Since Averil will be acting on behalf of the Company in connection with
      its engagement hereunder, the Company and Averil have entered into a
      separate indemnification agreement, dated the date hereof and attached
      hereto, providing for the indemnification of Averil and certain related
      persons.  Such indemnification agreement is an integral part of this
      letter and the terms thereof are incorporated by reference herein.  It
      is understood that if any other person or entity is established by the
      Company for the purpose of carrying out any transaction contemplated by
      this engagement letter, such person or entity will enter into
      engagement and indemnification agreements substantially similar to this
      engagement letter and the associated indemnification agreement dated the
      date hereof.  THE COMPANY ACKNOWLEDGES AND AGREES THAT THE
      SERVICES RENDERED BY AVERIL UNDER THIS ENGAGEMENT ARE FINANCIAL ADVISORY
      SERVICES ONLY AND DO NOT INCLUDE THE RENDERING OF ANY LEGAL
      REPRESENTATION BY AVERIL OR ANY OF ITS AGENTS OR EMPLOYEES.  THE
      COMPANY REPRESENTS THAT IT EITHER HAS LEGAL COUNSEL, OR WILL RETAIN
      LEGAL COUNSEL, TO RENDER APPLICABLE LEGAL SERVICES IN RELATION TO THE
      ASSIGNMENTS CONTEMPLATED BY THIS ENGAGEMENT AND WILL IN NO WAY RELY
      UPON AVERIL TO RENDER SUCH LEGAL COUNSEL._________(initials)

5.    Averil's engagement hereunder shall be terminable at will at any time
      prior to the closing of the Transaction by either the Company or Averil
      upon thirty days' prior written notice thereof to the other party.  It
      is understood, however, that notwithstanding any termination of
      Averil's engagement hereunder by the Company, Averil shall be entitled
      to receive any retainer fees and all out-of-pocket expenses to be paid
      to it pursuant to clauses (A) and (C) of the second paragraph of this
      letter agreement and, for a period of twelve months subsequent to the
      termination of this engagement, any transaction fees referred to in
      clause (B) of the second paragraph of this letter agreement relating to
      assignments within the scope of this engagement.  Otherwise, the
      parties shall not have any continuing liability or obligation to the
      other except for those related to the indemnification agreement referred
      to in paragraph 4 hereof and the representations and warranties
      contained in paragraph 7, the terms of which shall survive any
      termination of Averil's engagement hereunder.

6.    The advice (written or oral) rendered by Averil pursuant to this
      agreement is intended solely for the benefit and use of the Company in
      considering the matters to which this agreement relates, and the
      Company agrees that neither such advice nor Averil's retention may be
      disclosed publicly or made available to third parties without the prior
      written consent of Averil.

7.    The Company represents and warrants to Averil that (i) this Agreement
      has been duly authorized, executed and delivered by the Company, and,
      constitutes a legal, valid and binding agreement of the Company,
      enforceable in accordance with its terms and (ii) any offering materials
      will not, when delivered for distribution in connection with a
      transaction and at the closing of a transaction, contain any untrue
      statements of a material fact or omit to state any material fact
      necessary to make the statements contained therein, in light of the
      circumstances under which they were made, not misleading.  The Company
      shall advise Averil promptly of the occurrence of any event or any
      other change that results in the Information or offering materials
      containing any untrue statement of a material fact or omitting to state
      any material fact necessary to make the statements contained therein, in
      light of the circumstances under which they were made, not misleading.
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8.    The execution of this letter shall not be deemed or construed as
      obligating Averil to make any investment in the Company or any other
      Entity, directly or indirectly.

9.    This Agreement may not be modified or amended except in a writing duly
      executed by the parties hereto.

10.   Any determination that any one or more of the provisions of this
      Agreement may be, or is, invalid, illegal or unenforceable shall not
      affect the validity, legality or enforceability of the remainder of
      this Agreement.

11.   THIS AGREEMENT AND ALL CONTROVERSIES ARISING FROM OR RELATING TO
      PERFORMANCE UNDER THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
      IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING
      EFFECT TO SUCH STATE'S RULES CONCERNING CONFLICTS OF LAWS.  THE PARTIES
      HERETO HEREBY IRREVOCABLY CONSENT TO PERSONAL JURISDICTION AND VENUE
      IN ANY COURT OF THE STATE OF CALIFORNIA OR ANY FEDERAL COURT SITTING IN
      THE CITY OF LOS ANGELES FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER
      PROCEEDING ARISING OUT OF THIS AGREEMENT OR ANY OF THE AGREEMENTS OR
      TRANSACTIONS CONTEMPLATED HEREBY, WHICH IS BROUGHT BY OR AGAINST ANY
      PARTY HERETO, AND HEREBY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH
      SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
      COURT.  THE PARTIES HERETO HEREBY IRREVOCABLY CONSENT TO THE SERVICE OF
      PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION OR
      PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED
      MAIL, POSTAGE PREPAID, TO SUCH PARTIES AT THEIR RESPECTIVE ADDRESSES SET
      FORTH ABOVE, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH
      MAILING.  ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION
      ARISING OUT OF THIS AGREEMENT OR CONDUCT IN CONNECTION WITH THIS
      ENGAGEMENT IS HEREBY WAIVED.______(initials)

12.   This agreement may be executed in counterparts, each of which together
      shall be considered a single document.

Please confirm that the foregoing is in accordance with your understanding by
signing and returning to Averil the enclosed duplicate of this letter, which
shall thereupon constitute a binding agreement.


AVERIL ASSOCIATES, INC.


By:
     -----------------------------------
     Diana L. Maranon


ACCEPTED AND AGREED TO:

FUTURE MEDIA PRODUCTIONS


By:
     ------------------------------------
     Alex Sandel