EXHIBIT 10.6

       LENDER CREDITOR AGREEMENT WITH GORDON ROCK DATED NOVEMBER 16, 2001

                            LENDER CREDITOR AGREEMENT

     THIS LENDER CREDITOR AGREEMENT IS ENTERED INTO EFFECTIVE AS OF NOVEMBER 16,
2001  ("Creditor  Agreement"),   by  Burst.com,  Inc.,  a  Delaware  corporation
("Debtor"), in favor of GORDON ROCK ("Secured Party").

                                    Recitals

A.  Secured  Party has made  numerous  advances  of money and  extended  certain
financial  accommodations to Debtor pursuant to various promissory notes entered
into prior to the date  hereof as set forth on Schedule 1 attached  hereto,  all
due and payable on, or before, November 21, 2001, (collectively, the "Loans").

B. Debtor has  previously  granted  Secured Party a security  interest in all of
Debtor's assets pursuant to a Security Agreement dated effective as of April 18,
2001 (the "Security Agreement").

C.  Secured  Party  has  agreed  to  extend  the due  date on the  Loans  for an
additional  year  subject to Debtor  entering  into this  Creditor  Agreement to
provide for  certain  financial  covenants  and other  restrictions  on Debtor's
ability to take certain actions,  including but not limited to incurring further
debt.

                                    Agreement

     NOW, THEREFORE,  in order to induce Secured Party to extend the due date on
the  Loans  through   November  21,  2002,  and  for  other  good  and  valuable
consideration,  the receipt and adequacy of which are hereby  acknowledged,  and
intending to be legally bound, the parties hereby represent,  warrant,  covenant
and agree, as applicable, as follows:

     1. LOAN EXTENSION. Secured Party hereby extends the due date on each of the
Loans to November 21, 2002, in consideration of the covenants and obligations of
Debtor  set  forth  in  Section  2 below.  Each of the  Loans  shall  be  become
immediately  due and  payable  if there is a  material  breach of this  Creditor
Agreement by Debtor or an "Event of Default" under the Security Agreement.

     2.  DEBTOR  COVENANTS.  So  long  as any  amount  under  the  Loans  remain
outstanding or there remains  outstanding any Secured  Obligation (as defined in
the Security  Agreement),  Debtor  covenants and agrees that, in addition to the
covenants set forth in Section 6 of the Security Agreement, it shall not without
the written consent of Debtor which shall not be unreasonably withheld:

          i.   Incur  any new  indebtedness  or  expense  in  excess  of  $2,500
               individually  with  respect to any  third-party  or any  officer,
               director  or employee of Debtor  (except  for  employee  salaries
               approved  by the Board of  Directors  as of the date  hereof  and
               reasonable  and  necessary  legal  and  accounting   professional
               services  as  Debtor's  CEO shall  request in  consultation  with
               Secured Party);

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          ii.  Issue any  additional  securities,  including  but not limited to
               stock,  options,   warrants  or  convertible  notes  (except  for
               securities  existing  as of the date  hereof  and any  securities
               issuable upon exercise or conversion of such securities);

          iii. Sell or  license  any  assets  of Debtor  except in the  ordinary
               course of business;

          iv.  File  any  lawsuits  or  take  any  other  legal  action  against
               third-parties except as may be required by applicable law;

          v.   Merge or otherwise effect a reorganization of Debtor; or

          vi.  Amend Debtor's Certificate of Incorporation or Bylaws.

     3. MISCELLANEOUS.

          3.1 No  Waiver.  None of the  terms  or  provisions  of this  Creditor
Agreement may be waived, altered, modified or amended except by an instrument in
writing, duly executed by Debtor and Secured Party.

          3.2 Termination of this Creditor  Agreement.  This Creditor  Agreement
shall  terminate  upon the  payment  and  performance  in full of the  Loans and
Secured Obligations.

          3.3 Successor and Assigns. This Creditor Agreement and all obligations
of Debtor  hereunder shall be binding upon the successors and assigns of Debtor,
and shall,  together  with the rights and remedies of Secured  Party  hereunder,
inure  to  the  benefit  of  Secured  Party,  any  future  holder  of any of the
indebtedness and their respective successors and assigns.

          3.4  Governing  Law.  In  all  respects,   including  all  matters  of
construction,   validity  and  performance,  this  Creditor  Agreement  and  the
obligations  arising  hereunder shall be governed by, and construed and enforced
in accordance with, the laws of the State of California  applicable to contracts
made and  performed  in such state,  without  regard to the  principles  thereof
regarding  conflict  of laws.  The  prevailing  party in any  dispute or lawsuit
arising out of or in connection  with this Creditor  Agreement shall be entitled
to recover its  reasonable  attorneys'  fees,  costs and expenses from the other
party.  Venue for all purposes  hereunder  shall be the county in which Debtor's
principal place of business is located.

     IN WITNESS  WHEREOF,  Debtor and  Secured  Party have  caused  this  Lender
Creditor  Agreement  to be  executed  and  delivered  by their  duly  authorized
principals on the date first set forth above.


SECURED PARTY                                        BURST.COM, INC.

Print Name______________________                     By: _______________________

Signature ______________________                     Printed
                                                     Name: _____________________
________________________________
                                                     Title: ____________________