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                                                                    Exhibit 10.1

[COMERICA LOGO]


   FIRST MODIFICATION TO THE AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

      This First Modification to the Amended and Restated Loan and Security
Agreement (this "Modification") is entered into by and between LIBERTY PREMIUM
FINANCE, INC. ("Borrower") and COMERICA BANK ("Bank") as of this 26th day of
April, 2005, at San Jose, California.

                                    RECITALS

      This Modification is entered into upon the basis of the following facts
and understandings of the parties, which facts and understandings are
acknowledged by the parties to be true and accurate:

      Bank and Borrower previously entered into an Amended and Restated Loan and
Security Agreement (Accounts) dated May 7, 2004. The Amended and Restated Loan
and Security Agreement and each subsequent modification shall collectively be
referred to herein as the "Agreement."

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as set forth
below.

                                    AGREEMENT

      1.    Incorporation by Reference. The Recitals and the documents referred
to therein are incorporated herein by this reference. Except as otherwise noted,
the terms not defined herein shall have the meaning set forth in the Agreement.

      2.    Modification to the Agreement. Subject to the satisfaction of the
conditions precedent as set forth in Section 3 hereof, the Agreement is hereby
modified as set forth below.

            A.    Section 1.10 of the Agreement is hereby amended by deleting it
                  in its entirety and replacing it with the following:

                        "1.10 Credit Limit" shall mean Six Million Dollars
                        ($6,000,000.00).

            B.    Section 3.1(a) of the Agreement is hereby amended by deleting
                  the date "May 14, 2005" it in its entirety and replacing it
                  the date "May 14, 2006:

            C.    Section 6.4 a. of the Agreement is hereby emended by deleting
                  it in its entirety and replacing it with the following:

                  "a. Borrower shall permit representatives of Bank to conduct
            audits of Borrower's Books relating to the Accounts and other
            Collateral and make extracts therefrom, with results satisfactory to
            Bank, provided that Bank shall use its best efforts to not interfere
            with the conduct of Borrower's business, and to the extent possible
            to arrange for verification of the Accounts directly with the
            account debtors obligated thereon or otherwise, all under reasonable
            procedures acceptable to Bank and at Borrower's sole expense;
            provided, however, that, prior to an Event of Default and as long as
            any two of the following individuals: Shannon Walker, Liza Ritter
            and Virginia Sweatt are employed in positions similar to the ones
            that they hold today, then Borrower shall not be responsible for
            more than one (1) such audits in each calendar year. Notwithstanding
            any of the provisions contained in Section 2 of this Agreement or
            otherwise, Borrower hereby acknowledges and agrees that upon
            completion of any such audit Bank shall have the right to adjust the
            Borrowing Base percentage or the definition of Eligible Accounts
            under any amendment or modification to this Agreement, that may now
            or hereafter be entered into by Bank and Borrower, in its sole and
            reasonable discretion, based on its review of the results of such
            audit."

            D.    Section 6.15b(1) of the Agreement is hereby amended by
                  deleting it in its entirety and replacing it with the
                  following:

                        "(1)  Borrower shall deliver to Bank: (1) within thirty
                        (30) days after the end of each quarter, a company
                        prepared balance sheet and profit and loss statement
                        covering Borrower's operations;"

            E.    Section 6.15d(3) of the Agreement is hereby amended by
                  deleting it in its entirety and replacing it with the
                  following:

                        "(3)  Compliance Certification within 30 days of each
                        quarter-end;"

            F.    Section 6.16 of the Agreement is hereby amended by deleting it
                  in its entirety and replacing it with the following:

                  "6.16 Borrower shall maintain the following financial ratios
            and covenants, which shall be monitored on a quarterly basis except
            as noted below:

            a.    Working Capital in an amount not less than $3,500,000.00.

            b.    Tangible Effective Net Worth in an amount not less than
                  $3,400,000.00.
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            c.    a ratio of Current Assets to Current Liabilities of not less
                  than 1.75:1.00.

            d.    a Debt-to-Worth Ratio of not greater than 2.00:1.00.

            e.    Borrower shall not without Bank's prior written consent
                  acquire or expend for or commit itself to acquire or expend
                  for fixed assets by lease, purchase or otherwise in an
                  aggregate amount that exceeds Fifty Thousand Dollars
                  ($50,000.00) in any fiscal year; and

      All financial covenants shall be computed in accordance with GAAP
      consistently applied except as otherwise specifically set forth in this
      Agreement. All monies due from affiliates (including officers, directors
      and shareholders) shall be excluded from Borrower's assets for all
      purposes hereunder."

      3.    Legal Effect. The effectiveness of this Modification is conditioned
            upon receipt by Bank of this Modification, and any other documents
            which Bank may require to carry out the terms hereof. Except as
            specifically set forth in this Modification, all of the terms and
            conditions of the Agreement remain in full force and effect.

      4.    Integration. This is an integrated Modification and supersedes all
            prior negotiations and agreements regarding the subject matter
            hereof. All amendments hereto must be in writing and signed by the
            parties.

      IN WITNESS WHEREOF, the parties have agreed as of the date first set forth
above.


LIBERTY PREMIUM FINANCE, INC.



By:      /s/ Susan C. Scurti
   --------------------------------------------------

Its:     Vice President
    -------------------------------------------------


By:      /s/ Michael E. O'Shea
   --------------------------------------------------

Its:     Assistant Secretary
    -------------------------------------------------


COMERICA BANK



By:                /s/ Matthew Taylor
   --------------------------------------------------

Its:     Vice-President -- Western Division
   --------------------------------------------------





Address for Notices:

12641 East 166th Street
Cerritos, CA 90703