EXHIBIT 10(V)

LOAN RENEWAL AND MODIFICATION AGREEMENT

         THIS LOAN  RENEWAL AND  MODIFICATION  AGREEMENT is entered into on July
18, 1996,  but shall be effective as of June 5, 1996, by and among BARNETT BANK,
N.A.,  a national  banking  association,  successor by merger to Barnett Bank of
Tampa ("Barnett"),  U.S. TECHNOLOGIES,  lNC. ("UST"), PETER S. STEELE, SHERRY S.
STEELE (collectively "the Steeles"), and PACIFIC ANIMATED IMAGING CORPORATION, a
Delaware corporation ("PAI").

R E C I T A L S:

         WHEREAS,  on or about June 5,  1995,  UST  executed  and  delivered  to
Barnett a Promissory  Note in the principal  amount of $100,000.00  (hereinafter
referred  to as "Note l").  Under the terms of Note 1, UST is  required  to make
payments on a monthly  basis for 36 months such that the final  payment  will be
due and  payable  on June 5,  1998  pursuant  to the  terms of Note 1. Note 1 is
secured by:

         (a) All inventory,  chattel paper, accounts, contract rights, equipment
and general  intangibles of UST, together with such other property as identified
in the Commercial  Security  Agreement  attached to this Agreement as Exhibit A;
and

         (b) An  assignment  of Life  Insurance  Policy  7500016351 of Alexander
Hamilton Life Insurance Company on the life of Peter S. Steele;

         WHEREAS,  on or about June 5,  1995,  UST  executed  and  delivered  to
Barnett a Promissory  Note in the principal  amount of $350,000.00  (hereinafter
referred to as "Note 2"). Note 2 is secured by:

         (a) All inventory,  chattel paper, accounts, contract rights, equipment
and general  intangibles of UST, together with such other property as identified
in the Commercial  Security  Agreement  attached to this Agreement as Exhibit B;
and

         (b) An  assignment  of Life  Insurance  Policy  7500016351 of Alexander
Hamilton Life Insurance Company on the life of Peter S. Steele;

         WHEREAS,  Note 2 is  currently in default  because of UST's  failure to
make payment on all amounts due under Note 2 on June 5, 1996,  the maturity date
under Note 2; and

         WHEREAS,  Peter S.  Steele and Sherry S.  Steele  have  unconditionally
guaranteed all monies due under Note 1 and Note 2; and

         WHEREAS,  PAI has  entered  into an  agreement  to  acquire  all of the
outstanding  shares  of UST and  has  requested  that  Barnett  consent  to that
transaction; and

         WHEREAS,  UST and PAI have  requested that (i) Barnett renew and extend
the  term of Note 2 as more  fully  set  forth  hereinafter,  (ii)  Barnett  not
exercise  any rights  Barnett may have at this point in time with respect to the
cross-default  and   cross-collateralization   provisions  of  Note  1  and  the
additional loan documents executed in relation thereto, and (ii) Barnett consent
to the Acquisition (as hereinafter defined); and

         WHEREAS,  to induce  Barnett to (i) agree to renew and  modify  Note 2,
(ii) not proceed under the cross-default and cross-collateralization  provisions
of the Note 1 loan  documents  and (iii)  consent  to the  Acquisition,  PAI has
agreed  to  guarantee  a  portion  of the debt due  under  Note 2 as more  fully
identified  hereinafter and to otherwise comply with the terms and conditions of
this Agreement;

         NOW,  THEREFORE,  in  consideration  of the premises and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties agree as follows:

         1.  Recitals.   The  above  recitals  are  true  and  correct  and  are
incorporated herein by reference.

         2.  Representations  bv UST, the Steeles and PAI.  UST, the Steeles and
PAI warrant and represent to Barnett as follows:

                  A. The loan documents relating to Note 1 are in full force and
effect as of the date  hereof,  and are  enforceable  in  accordance  with their
respective terms;

                  B. The loan documents relating to Note 2 are in full force and
effect as of the date  hereof,  and are  enforceable  in  accordance  with their
respective terms, as modified: and

                  C. As a result of the implementation of the agreement and plan
of merger transaction by and between PAI, UST and the Steeles  (hereinafter "the
Acquisition"), PAI will obtain ownership of all of the outstanding stock of UST.
PAI, UST and the Steeles further represent that UST will continue to exist after
the  Acquisition in the same form as it existed prior to the  Acquisition.  UST,
PAI and the  Steeles  further  represent  that  after the  Acquisition  UST will
continue to maintain ownership and possession of the assets and properties which



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have been  pledged to Barnett as  collateral  for Note 1 and Note 2.  Consistent
with the terms of the loan documents relating to Note 1 and Note 2, neither PAI,
the Steeles nor UST shall take any action to transfer  such assets or properties
without  the  prior  written  consent  of  Barnett,  provided,  however,  it  is
understood that UST will be allowed to continue to sell products in the ordinary
course of business,  and Barnett's  security  interests shall continue to attach
to, among other things, UST's equipment,  accounts receivables,  inventory,  and
the proceeds thereof.

                  D. The  security  interests  of Barnett,  as  evidenced by the
Commercial  Security  Agreements  attached  hereto as  Exhibits  A and B, and as
evidenced  by  the  other  loan  documents  executed  pursuant  to  transactions
involving Note 1 and Note 2, shall remain in full force and effect, and PAI, UST
and the Steeles shall do nothing to diminish those security interests.

         3.  Reaffirmation  of Note 1. UST will continue to make the payments as
required  under  the  terms  of the  loan  documents  relating  to Note  1.  UST
acknowledges  that as of the date of this  Agreement the  outstanding  principal
balance of Note l is $67,085.57.

         4. Renewal and  Modification of Note 2. The parties agree that the Note
2 loan shall be modified as follows:

                  A. UST will execute a Renewal Promissory Note in the principal
amount of $350,000.00 (the "Renewal Note"). The Renewal Note shall be payable as
follows:

                           1)       Principal shall be paid in twelve (12) equal
monthly installments of $5,833.33 each,  commencing on August 18, 1996, together
with accrued interest thereon and continuing on the same day of  each successive
month  thereafter,  and the entire unpaid  principal  indebtedness  evidenced by
the Renewal  Note,  together  with accrued and unpaid interest, shall be due and
payable on August 18, 1997.

                           2)       Interest will accrue under  the Renewal Note
at the prime rate of Barnett Banks, Inc. as established from time to time,  plus
two percent (2%).

                           3)       Barnett  shall continue to  hold  a security
interest in  the  collateral  identified in  the  existing  Commercial  Security
Agreement  securing  Note  2  and  on the  referenced  life insurance  policy on
Peter S. Steele.

                           4)       The  Steeles,  as guarantors,  will  execute
consents  to  the renewal  and modification  of the Note 2  loan transaction and
their guarantees shall remain in full force and effect.

                           5)       PAI agrees  to unconditionally guarantee the
monthly payments due under the Renewal  Note,  for the  12-month  period  ending
July  18,  1997,  and agrees  to  execute  an  unconditional  guarantee  of this
amount in a form  acceptable  to Barnett.

                           6)       UST  will have no  right to make draws under
the  Renewal  Note,  and  the loan  evidenced by the Renewal Note will no longer
constitute a line of credit for UST.

7) Except as specifically modified herein, the remaining loan documents relating
 to Note 2 shall remain in full force and effect.

                  B. UST, the Steeles and PAI agree to waive any right to a jury
trial with respect to any dispute  which may arise out of this  modification  or
any of the loan  documents  executed  pursuant  thereto  and agree to  execute a
specific waiver of jury trial to that effect.

                  C. UST,  the  Steeles  and PAI  agree to  execute  such  other
documents as are necessary to effectuate this  transaction and perfect,  protect
and confirm Barnett's security interests.

         5.       Financial Reporting.

                  A. Reports by UST. UST would  provide to Barnett the following
financial reports:

                           1.       No later than ninety (90) days after the end
of  each  fiscal year,  UST shall provide  Barnett  with UST's balance sheet and
income statement, statement of cash flow and notes to statements for year ended,
audited by a certified public accountant satisfactory to Barnett.

                           2.       No later than forty-five (45) days after the
end of each month, UST shall provide  Barnett with the balance  sheet and profit
and loss  statement  for the period ended; prepared and certified  as correct to
the best knowledge and belief by UST's chief financial  officer or other officer
or person acceptable to the lender.

                           3.       No later than forty-five (45) days after the
end  of  each month,  UST  shall  provide  Barnett  with reports  as to accounts
receivables  from:  a  detailed  aging of accounts by totals, a summary aging of
accounts by account debtor and a reconciliation statement.

                  B.  Financial  Reports by  Steeles.  On an annual  basis,  the
Steeles  shall  provide  Barnett with dated  personal  financial  statements  on
Barnett's forms and,  immediately after filing,  the personal income tax returns
filed for the past calendar year.


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                  C. Compliance with GAAP. All financial  reports required to be
provided  under this  Agreement  shall be prepared in  accordance  with GAAP and
certified by UST or the Steeles, as the case may be, as being true and correct.

         6. Subordination to Barnett.  The Subordination  Agreements executed by
UST and the  Steeles on or about June 5, 1995 with  respect to Note 1 and Note 2
shall remain in full force and effect and shall apply to the Renewal  Note.  PAI
also agrees that it will not accept  repayment,  directly or indirectly,  of any
debt  from UST or the  Steels to PAI so long as the  debts  from UST to  Barnett
under Note 1 or the  Renewal  Note  remain  outstanding.  PAI shall  execute and
deliver  to  Barnett  a  Subordination   Agreement  in  the  same  form  as  the
Subordination  Agreements  previously executed by the Steeles. UST and PAI agree
that no dividends  will be paid to UST's  stockholders  until Barnett is paid in
full all amounts owed under Note 1 and the Renewal Note.

         7.  Prohibition of Further Security  Interests.  UST will not grant any
security  interests in its equipment,  inventory,  accounts or other  properties
subject to Barnett's  security interests to any party other than Barnett so long
as the debts to Barnett under Note 1 or the Renewal Note remain outstanding.

         8.  Release and  Acknowledgment  of No Defenses bv UST, the Steeles and
PAI.  UST,  the Steeles  and PAI  acknowledge  that UST and the Steeles  have no
defenses to the enforcement of the loan documents relating to Note 1, Note 2 and
the Renewal Note and the  guarantees  thereof by the Steeles.  PAI  acknowledges
that it has no defenses to the  enforcement  of the guarantee of payments  under
the  Renewal  Note as more  fully  set forth  above.  PAI,  UST and the  Steeles
acknowledge  that they have no claims against Barnett relating in any way to the
transactions  relating to Note 1, Note 2 or the Renewal Note,  and to the extent
that they should  determine  that all or any of them have any such claims,  USTs
the Steeles and PAI hereby release and forever discharge Barnett,  its officers,
directors,  affiliated  companies and agents, of and from any and all claims any
of them may IIOW  have or  hereafter  have  through  the date of this  Agreement
arising out of any aspect of the transactions  relating to Note 1, Note 2 and/or
the Renewal Note.

         9. Agreement to Lift Stay in Bankruptcy. UST and the Steeles agree that
in return for  Barnett's  agreement  to extend and modify the loans set forth in
this  Agreement,  UST and the Steeles  agree that, in the event that any of them
shall become the subject of any voluntary or involuntary bankruptcy proceedings,
UST, and/or the Steeles will promptly join in entering into such  stipulation as
Barnett  may  request  for  purposes  of the  bankruptcy  court's  entry  of any
appropriate  order lifting the automatic  stay in bankruptcy to allow Barnett to
enforce its security interest,  and will otherwise  cooperate fully with Barnett
in its attempt to lift any such stay.

         10.  Transactional  Costs.  UST  shall pay all  closing  costs for this
transaction  including Barnett's  attorneys' fees. In addition,  UST shall pay a
loan  origination fee of $1,750.00 and a loan processing fee of $350.00 and will
be required to bring all outstanding interest on Note 1 and Note 2 current as of
closing of this transaction.

         11.  Documentary   stamps.  UST,  the  Steeles  and  PAI,  their  heirs
successors and assigns, agree to defend and hold Barnett harmless against or for
documentary  stamps and intangible taxes, if any, imposed upon Barnett by virtue
of its  execution and  acceptance  of this  document and any documents  executed
pursuant  hereto,  including  its ownership of the Renewal Note, as from time to
time modified or renewed, including any penalties,  interest and attorneys' fees
incurred  by Barnett in  connection  therewith,  and all such  charges  shall be
secured  by the lien of  Barnett's  security  agreement,  as  amended,  and bear
interest at the default  rate  provided for in the Renewal Note from the date of
any advance by Barnett until paid by UST, PAI or the Steeles.  The provisions of
this  paragraph  shall  survive  the  repayment  of the  Renewal  Note  and  the
indebtedness  evidenced thereby and satisfaction of Barnett's security interest,
and  shall  continue  for so long as a claim  may be  asserted  by the  State of
Florida or any of its agencies.

         12.  Consent  to the  Acquisition.  Upon  (i)  the  execution  of  this
Agreement and the  documents  referenced in paragraphs 4 and 6 above by UST, the
Steeles,  and PAI,  (ii) the  delivery of the  originals  of such  documents  to
Barnett,  and (iii) the  payment  to Barnett by or on behalf of UST of the costs
described in paragraph 10 above,  Barnett  shall  automatically  and without any
further action on its part be deemed to have consented to the Acquisition.

         13. No  Novation.  It is the  intent of the  parties  hereto  that this
Agreement and the loan documents  executed pursuant thereto shall not constitute
a novation and shall in no way adversely  affect and impair the lien priority of
Barnett's  security  agreements.  Except as expressly  modified hereby, the loan
documents shall remain unchanged and in full force and effect,  and the priority
of Barnett's  security  interest shall not be in any manner changed,  altered or
affected hereby.

         14 Binding  Effect.  The terms of this Agreement  shall be binding upon
and inure to the  benefit  of the  parties  hereto and their  respective  heirs,
personal representatives, successors and assigns.


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         15.  Conflict.  1ll the event of any conflict  between the terms of the
loan documents and this Agreement, the terms of this Agreement shall control.

         16. Counterparts.  This Agreement may be executed in counterparts, each
of which shall constitute an original and all of which together shall constitute
one and the same instrument.

         IN WITNESS  WHEREOF,  the undersigned have caused this instrument to be
executed as of the day and year first above written.
Witnesses:
By:
BARNETT  BANK,  N.A.,  a national  banking  association,  successor by merger to
Barnett  Bank  of  Tampa  BARNETT  BANKS,  INC.,  a  Florida   corporation,   as
attorney-in-fact  for  Barnett  Bank of Tampa,  pursuant  to a Power of Attorney
dated as of March 1, 1992
[ ]
Print Name:
STATE OF FLORIDA
COUNTY OF
         THE FOREGOING instrument was acknowledged before me this      day of
         , 1996, by as

of Barnett Banks, Inc., a Florida  corporation,  as attorney-in-fact for Barnett
Bank, N.A. He/She is personally known to me or has produced as identification.
Print, Type or
Stamp Name:
Notary Public, State of Florida
Serial No., if any:
Witnesses:
Print
Name
Print Name:
U.S. TECHNOLOGIES, INC.
By: Name:
Title:
STATE OF FLORIDA
COUNTY OF
         THE FOREGOING instrument was acknowledged before me this      day of
         , 1996, by as
of  U.S. Technologies, Inc. He/She is personally known to me or has produced
as identification.

Print, Type or
Stamp Name:
Notary Public, State of Florida
Serial No., if any:
Witnesses:

Print    PETER S. STEELE
Name:_
Print Name:
STATE OF
COUNTY OF
         THE FOREGOING  instrument was  acknowledged  before  me  this       day
of , 1996,  by Peter  S.  Steele.  He is  personally  acknowledged  to me or has
produced as identification.
Print, Type or
Stamp Name:
Notary Public, State of Florida
Serial Number if any


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Witnesses:
         Print    SHERRY S. STEELE
         Name:
         Print
         Name:
         STATE OF
         COUNTY OF
         THE FOREGOING instrument was acknowledged before me this     day of   ,
1996, by Sherry S. Steele.  She is  personally  known to me or has  produced  as
identification.
Print, Type or
Stamp Name:
Notary Public, State of Florida
Serial No., if any:
witnesses:
Name: Suzanne C. Brown
Name Linda A. Peppers
STATE OF Maryland
COUNTY OF Anne Arundel
PACIFIC ANIMATED IMAGING
CORPORATION, a Delaware corporation
THE FOREGOING  instrument  was  acknowledged  before  me this  18th day of July,
1996, by  John  J.  Cadigan  as  President  & CEO of  Pacific  Animated  Imaging
Corporation. He/She is personally known to me or has produced
         drivers license   as identification.
Carolyn Moore
Print, Type or
Stamp Name:
Notary Public, State of Maryland
Serial No., if any: