Exhibit 10.47

                       PROMISSORY NOTE AND AGREEMENT
                          ("Note and Agreement")

$500,000.00                                             Sunnyvale, California
                                                        April 24, 1998

        
        FOR VALUE RECEIVED, Xerographic Laser Images, a Delaware Corporation 
("Borrower"), hereby promises to pay to the order of Oak Technology, Inc., a 
Delaware corporation ("Lender"), the principal sum of FIVE HUNDRED THOUSAND 
DOLLARS ($500,000.00) or such lesser amount as shall equal the outstanding 
principal amount of all sums advanced to Borrower hereunder and to pay 
interest on the outstanding balance of said sum at a rate per annum equal to 
the Prime Rate (as defined below) plus one-half percent (0.50%), such rate of 
interest to change as the Prime Rate shall change.  The "Prime Rate" shall be, 
for any day, the rate of interest in effect for such day as published by the 
Federal Reserve Board from time to time in its Statistical Release H.15 (519) 
under the heading "Bank prime loan".  Any change in the Prime Rate shall take 
effect at the opening of business on the day specified in the publication 
of such change.  All principal and accrued interest hereunder shall be due 
and payable on August 31, 1998.  If the Reorganization Agreement (defined 
below) has closed on or before August 31, 1998, then the principal and 
accrued interest shall become an intercompany debt and be eliminated in the 
purchase accounting related to the Reorganization Agreement and this Note and 
Agreement shall terminate.  If the Reorganization Agreement has not closed on 
or before August 31, 1998, then the principal and accrued interest shall at 
the option of the Lender either convert to a prepaid royalty under that 
Technology License and Supply Agreement entered into on October 15, 1997 by 
and between Pixel Magic, Inc. a Massachusetts corporation and wholly owned 
subsidiary of Lender, and Borrower or be immediately due and payable.  Lender 
shall provide written notification to Borrower on August 31, 1998, indicating 
the form of repayment it has chosen.

        All computations of interest under this Note and Agreement shall be 
based on a year of 365 or 366 days, as applicable, for actual days elapsed.  
In the event that, contrary to the intent of Lender and Borrower, Borrower 
pays interest under this Note and Agreement and it is determined that such 
interest rate was in excess of the then legal maximum rate, then that portion 
be deemed a payment of principal and applied against the principal then due 
under this Note and Agreement.

Reorganization Agreement:

        This Note and Agreement is being entered into in connection with the 
Plan of Reorganization and Agreement of Merger dated as of January 29, 1998 
(as the same may be amended, restated, supplemented or otherwise modified 
pursuant to the terms thereof, the"Reorganization Agreement") by and between 
Borrower, Lender, OTI Acquisition Corporation and certain party stockholders 
of Borrower.  Capitalized terms used herein and not otherwise defined shall 
have the respective meanings set forth in the Reorganization Agreement.

Conditions to Advances, Use of Proceeds, Covenants:

        Amounts shall be advanced to Borrower under this Note and Agreement 
solely in accordance with the terms and conditions set forth in this Note 
and Agreement, including Schedule A attached hereto and incorporated herein 
by this reference.  Borrower shall use the proceeds of any amount advanced 
under this Note and Agreement solely for its normal working capital in the 
ordinary course of business.  Until the termination of this Note and 
Agreement or payment in full by Borrower of all amounts outstanding under 
this Note and Agreement, Borrower agrees that it shall comply with and duly 
perform all of its covenants, obligations and agreement set forth in the 
Reorganization Agreement, which are hereby incorporated herein by reference 
as if fully set forth herein.

        Borrower agrees to pay on demand:  (i) all reasonable costs and 
expenses of Lender, and the reasonable fees and disbursements of counsel, in 
connection with the enforcement or attempted enforcement of, and preservation 
of any rights or interests under, this Note and Agreement, including in any 
out-of-court workout or other refinancing or restructuring or in any 
bankruptcy case.  Any amounts payable to Lender pursuant to this paragraph if 
not paid upon demand shall bear interest from the date of such demand until 
paid in full, at the rate of interest set forth herein in respect of 
principal outstanding hereunder.

        If at any time any provision of this Note and Agreement is or become 
illegal, invalid or unenforceable in any respect, neither the legality, 
validity nor enforceability of the remaining provisions shall in any way be 
affected or impaired thereby.

        Any term, covenant, agreement or condition of this Note and Agreement 
may be amended or waived if such amendment or waiver is in writing and is 
signed by Borrower and Lender.  No failure or delay by Lender in exercising 
any right or remedy hereunder shall operate as a waiver thereof or of any 
other right or remedy nor shall any single or partial exercise of any such 
right or remedy preclude any other further exercise thereof or of any other 
right or remedy.  The acceptance at any time by Lender of any past due amount 
hereunder shall not be deemed to be a waiver of the right to require prompt 
payment when due of any other amounts then or thereafter due and payable.  
Unless otherwise specified in such waiver or consent, a waiver of consent 
given hereunder shall be effective only in the specific instance and for the 
specific purpose for which given.

        This Note and Agreement shall be binding upon and inure to the benefit 
of Borrower, Lender, and their respective successors and permitted assigns, 
except that Borrower may not assign or transfer any of its rights or 
obligations under this Note and Agreement without the prior written consent 
of Lender.

        Nothing expressed in or to be implied from this Note and Agreement is 
intended to give, or shall be construed to give, any person or entity, other 
than the parties hereto and their permitted successors and assigns hereunder, 
any benefit or legal or equitable right, remedy or claim under or by virtue 
of this Note and Agreement or under or by virtue of any provisions herein.

        The words "hereof", "herein", "hereunder" and similar words refer to 
this Note and Agreement as a whole (including the Schedules attached hereto) 
and not to any particular provision of this Note and Agreement.

        Borrower hereby waives presentment, demand, protest, notice of 
dishonor and all other notices, except as expressly provided herein, any 
release or discharge other than actual payment in full hereof.

        This Note and Agreement shall be construed in accordance with and 
governed by the laws of the State of California, excluding conflict of laws 
principles.

        All notices and other communications hereunder shall be given as 
provided in Section 12.9 of the Reorganization Agreement.

        IN WITNESS WHEREOF, the undersigned duly authorized officer of 
Borrower has executed this Note and Agreement as of the date set forth above.



                                                By:  /s/ Anthony D. D'Amelio   
                                                   --------------------------
                                                Name:  Anthony D. D'Amelio

                                                Title: President & CEO, XLI


By:  /s/ William L. Siddall 
   -------------------------
William L. Siddall
Vice President, Operations
Pixel Magic, Inc.