Prepared by MerrillDirect





	 	EXHIBIT 10.2
	 	 
	WELLS FARGO BANK	REVOLVING
  LINE OF CREDIT NOTE
	 	 
	$5,000,000.00	San Jose, California
	 	March
  23, 2001



   FOR
VALUE RECEIVED, the undersigned Fiberstars, Inc.  (“Borrower”) promises to pay to the order of WELLS FARGO BANK,
NATIONAL ASSOCIATION (“Bank”) at its office at Santa Clara Valley RCBO, 121 Park Center
Plaza 3rd Flr, San Jose, CA 95113, or at such other place
as the holder hereof may designate, in lawful money of the United States of
America and in immediately available funds, the principal sum of $5,000,000.00,
or such much thereof as may be advanced and be outstanding, with interest
thereon, to be computed on each advance from the date of its disbursement as
set forth herein.


DEFINITIONS:


   As used
herein, the following terms shall have the meanings set forth after each, and
any other term defined in this Note shall have the meaning set forth at the
place defined:


            (a)          “Business
Day” means any day except a Saturday, Sunday, or any other day on which
commercial banks in California are authorized or required by law to close.


            (b)          “Fixed Rate Term” means a period
commencing on a Business Day and continuing for 1, 2 or 3 months, as
designated by Borrower, during which all or a portion of the outstanding
principal balance of this Note bears interest determined in relation to LIBOR;
provided however, that no Fixed Rate Term may be selected for a principal
amount less than $100,000.00; and provided further, that no Fixed Rate Term
shall extend beyond the scheduled maturity date hereof.  If any Fixed Rate Term would end on a day
which is not a Business Day, then such Fixed Rated Term shall be extended to
the next succeeding Business Day.


            (c)          “LIBOR”
means the rate per annum (rounded upward, if necessary, to the nearest whole
1/8 of 1%) determined by dividing Base LIBOR by a percentage equal to 100% less
any LIBOR Reserve Percentage.


                           (i)         
“Base LIBOR” means the rate per annum for United
States dollar deposits quoted by Bank as the Inter-Bank Market Offered Rate,
with the understanding that such rate is quoted by Bank for the purpose of
calculating effective rates of interest for loans making reference thereto, on
the fist day of a Fixed Rate Term for delivery of funds on said date for a
period of time approximately equal to the number of days in such Fixed Rate
Term and in an amount approximately equal to the principal amount to  which such Fixed Rate Term applies.  Borrower understands and agrees that Bank
may base its quotation of the Inter-Bank Marked Offered Rate upon such offers
or other market indicators of the Inter-Bank Market as Bank in its discretion
deems appropriate including, but not limited to, the rate offered for U.S.
dollar deposits on the London Inter-Bank Market.


                           (ii)         
“LIBOR Reserve Percentage” means the reserve
percentage prescribed by the Board of Governors of the Federal Reserve System
(or any successor) for “Eurocurrency Liabilities” (as defined in Regulation D
of the Federal Reserve Board, as amended), adjusted by Bank for expected
changes in such reserve percentage during the applicable Fixed Rated Term.





             (d)        “Prime
Rate” means at any time the rate of interest most recently announced within
Bank at its principal office as its Prime Rate, with the understanding that the
Prime Rate is one of Bank’s base rates and serves as the basis upon which
effective rates of interest are calculated for those loans making reference
thereto, and is evidenced by the recording thereof after its announcement in
such internal publication or publications as Bank may designate.


INTEREST:


             (a)         Interest.  The outstanding principal balance of this
Note shall bear interest (computed on the basis of a 360-day year, actual days
elapsed) either (I) at a fluctuating rate per annum equal to the Prime Rate in
effect from time to time, or (ii) at a fixed rate per annum determined by Bank
to be 1.75000%
above LIBOR in effect on the first day of the applicable Fixed Rate Term.  When interest is determined in relation to
the Prime Rate, each change in the rate of interest hereunder shall become
effective on the date each Prime Rate change is announced within Bank.  With respect to each LIBOR selection
hereunder, Bank is hereby authorized to note the date, principal amount,
interest rate and Fixed Rate Term applicable thereto and any payments make
thereon on Bank’s books and records (either manually or by electronic entry)
and/or on any schedule attached to this Note, which notations shall be prima
facie evidence of the accuracy of the information noted.


             (b)        Selection of Interest Rate Options.   At any time any portion of this Note bears
interest determined in relation to LIBOR, it may be continued by Borrower at
the end of the Fixed Rate Term applicable thereto so that all or a portion
thereof bears interest determined in relation to the Prime Rate or to LIBOR for
a new Fixed Rate Term designated by Borrower. 
At any time any portion of the Note bears interest determined in
relation to the Prime Rate, Borrower may convert all or a portion thereof so
that it bears interest determined in relation to LIBOR for a Fixed Rate Term
designated by Borrower.  At such time as
Borrower requests an advance hereunder or wishes to select a LIBOR option for
all or a portion for the outstanding principal balance hereof, and at the end
of each Fixed Rate Term, Borrower shall give Bank notice specifying: (i) the
interest rate option selected by Borrower; (ii) the principal amount subject
thereto; and (iii) for each LIBOR selection, the length of the applicable Fixed
Rate Term.  Any such notice may be given
by telephone (or such other electronic method as Bank may permit) so long as,
with respect to each LIBOR selection, (A) if requested by Bank, Borrower
provides to Bank written confirmation thereof not later than three (3) Business
Days after such notice is give, and (B) such notice is given to Bank prior to
10:00 a.m. on the first day of the Fixed Rate Term, or at a later time during
any Business Day if Bank, at it’s sole option but without obligation to do so,
accepts Borrower’s notice and quotes a fixed rate to Borrower.  If Borrower does not immediately accept a
fixed rate when quoted by Bank, the quoted rate shall expire and any subsequent
LIBOR request form Borrower shall be subject to a redetermination by Bank of
the applicable fixed rate.  If no
specific designation of interest is made at the time any advance is requested
hereunder or at the end of any Fixed Rate Term, Borrower shall be deemed to
have made a Prime Rate interest selection for such advance or the principal
amount to which Fixed Rate Term applied.


             (c)         Taxes and Regulatory Costs.   Borrower shall pay to Bank immediately upon
demand, in addition to any other amounts due or to become due hereunder, any
and all (i) withholdings, interest equalization taxes, stamp taxes or other
taxes (except income and franchise taxes) imposed by any domestic or foreign
governmental authority and related in any manner or LIBOR, and (ii) future,
supplemental, emergency or other changes in the LIBOR Reserve Percentage,
assessment rates imposed by the Federal Deposit Insurance Corporation, or
similar requirements or costs imposed by any domestic or foreign governmental
authority or resulting form compliance by Bank with any request or directive
(whether or not having the fore of law) from any central bank or other
governmental authority and related in any manner to LIBOR to the extent they
are not included in the calculation of LIBOR. 
In determining which of the foregoing are attributable to any LIBOR
option available to Borrower hereunder, any reasonable allocation make by Bank
among its operations shall be conclusive and binding upon Borrower.





             (d)        Payment
of Interest.  Interest accrued on this
Note shall be payable on the 28th
day of each month, commencing March 28, 2001.


             (e)         Default Interest.  From and after the maturity date of this
Note, or such earlier date as all principal owing hereunder becomes due and
payable by acceleration or otherwise, the outstanding principal balance of this
Note shall bear interest until paid in full at an increased rate per annum
(computed on the basis of a 360-year, actual days elapsed) equal to 4% above
the rate of interest from time to time applicable to this Note.


             (f)         Commitment Fee.  Prior to the initial extension of credit
under this Note, Borrower shall pay to Bank a non-refundable commitment fee of $2,500.00.


             (g)        Collection of Payments.  Borrower authorizes Bank to collect all
interest and fees due hereunder by charging Borrower’s deposit account number 4496-813031
with Bank, or any other deposit account maintained by any Borrower with Bank,
for the full amount thereof.  Should
there be insufficient funds in any such deposit account to pay all such sums
when due, the full amount of such deficiency shall be immediately due and
payable by Borrower.


SIGHT
COMMERICAL AND STANDBY LETTER OF CREDIT SUBFEATURE:


             (a)         Letter of Credit Subfeature.  As a subfeature under this Note, Bank agrees
from time to time during the term hereof to issue standby letters of credit for
the account of Borrower to finance guarantee lease payments for their German facility and/or
sight commercial letters of credit for the account of Borrower to finance
Borrower’s inventory purchases (each, a “Letter of Credit” and collectively,
“Letters of Credit”); provided however, that the form and substance of each
Letter of Credit shall be subject to approval by Bank, in it’s sole discretion;
and provided further, that the aggregate undrawn amount of all outstanding
Letters of Credit shall not at any time exceed $400,000.00.  Each standby Letter of Credit shall be
issued for a term not to exceed 365 days, and each commercial Letter of
Credit shall be issued for a term not to exceed 180 days, as designated by
Borrower; provided however, that no standby Letter of Credit shall have an
expiration date subsequent to the maturity date of this Note, and no commercial
Letter of Credit shall have an expiration date more than 90 days beyond the
maturity date of this Note.  The undrawn
amount of all Letters of Credit shall be reserved under this Note and shall not
be available for borrowings hereunder.  Each Letter of Credit shall be subject to the additional terms and
conditions of the Letter of Credit Agreement and related documents, if any,
required by Bank in connection with the issuance thereof.  Each draft paid by Bank under a Letter of
Credit shall be deemed an advance under this Note and shall be repaid by
Borrower in accordance with the terms and conditions of this Note; provided
however, that if advances hereunder are not available, for any reason, at the
time any draft is paid by Bank, then Borrower shall immediately pay to Bank the
full amount of such draft, together with interest thereon form the date such
amount is paid by Bank to the date such amount is full repaid by Borrower, at
the rate of interest applicable to advances hereunder.  In such event Borrower agrees that Bank, in
its sole discretion, may debit any deposit account maintained by Borrower with
Bank for the amount of any such draft.


             (b)        Letter of Credit Fees.  Borrower shall pay to Bank fees upon the
issuance of each letter of Credit, upon the payment or negotiation of each
draft under any letter of Credit and upon the occurrence of any other activity
with respect to any Letter of Credit (including without limitation, the
transfer, amendment or cancellation of any Letter of Credit) determined in
accordance with Bank'’ standard fees and charges then in effect for such
activity.





CLEAN
ACCEPTANCE SUBFEATURE:


             (a)         Acceptance Subfeature.  As a subfeature under this Note, Bank agrees
from time to time during the term hereof to create banker’s acceptances (each,
an “Acceptance” and collectively, “Acceptances”) for the account of Borrower by
accepting drafts drawn on Bank by Borrower for the purpose of financing
Borrower’s importation of goods into the United States; provided however, that
the form and substance of each Acceptance shall be subject to approval by Bank,
in its sole discretion; and provided further, that the aggregate amount of all
outstanding Acceptances shall not at any time exceed $400,000.00.  Each Acceptance shall be in the minimum
amount of $5,000.00.  Each Acceptance shall be subject to the
additional terms and conditions of an Acceptance Agreement in form and
substance satisfactory to Bank.  Each
Acceptance shall be created for a term not to exceed the lesser of 365
days, as designated by Borrower, or such period of time as may be necessary to
comply with the terms of the Acceptance Agreement; provided however, that no
Acceptance shall mature more than 90 days beyond the maturity date of this
Note.  The outstanding amount of all
Acceptances shall be reserved under this Note and shall not be available for
borrowings hereunder.  The amount of
each Acceptance which matures shall be deemed an advance under this Note and
shall be repaid by Borrower in accordance with the terms and conditions of this
Note; provided however, that if advances hereunder are not available, for any
reason, at the time any Acceptance matures, then Borrower shall immediately pay
to Bank the full amount of such matured Acceptance, together with interest
thereon from the date such Acceptance matures to the date such amount is fully
repaid by Borrower, at the rate of interest applicable to advances
hereunder.  In such event Borrower
agrees that Bank, in its sole discretion, may debit any deposit account maintained
by Borrower with Bank for the amount of any Acceptance.  All Acceptances created hereunder shall be
discounted with Bank.


             (b)        Acceptance Fees.  For each Acceptance created hereunder,
Borrower shall pay to Bank on the date such Acceptance is created an acceptance
fee determined in accordance with Bank’s standard fees and charges then in
effect for the creation of Acceptances.


BORROWING
AND REPAYMENT:


             (a)         Use of Proceeds.  Advances under this Note shall be available
solely to finance working capital requirements.


             (b)        Borrowing and Repayment.  Borrower may form time to time during the
term of this Note borrow, partially or wholly repay its outstanding borrowings,
and reborrow, subject to all of the limitations, terms and conditions of this
Note and of any document executed in connection with, or at any time as a
supplement to, this Note; provided however, that the total outstanding
borrowings under this Note shall not at any time exceed the principal amount
stated above; and provided further, that Borrower shall maintain a zero balance
on advances under this Note for a period of at least 30 consecutive days during
each fiscal year.  All payments credited
to principal shall be applied first, to the outstanding principal balance of
this Note which bears interest determined in relation to the Prime Rate, if
any, and second, to the outstanding principal balance of this Note which bears
interest determined in relation to LIBOR, with such payments applied to the
oldest Fixed Rate Term first.  The
unpaid principal balance of this obligation at any time shall be the total
amounts advanced hereunder by the holder hereof less the amount of any
principal payments made hereon by or for any Borrower, which balance may be
endorsed hereon from time to time by the holder.  The outstanding principal balance of this Note shall be due and
payable in full on August 15, 2001; except with respect to any
draft paid by Bank under a commercial Letter of Credit and any Acceptance which
matures subsequent to said date, the full amount of which shall be due and
payable by Borrower immediately upon payment by Bank or at such maturity as
applicable.





             (c)         Advances.  Advances hereunder, to the total amount of
the principal sum available hereunder, may be made by the holder at the oral or
written request of (i) David N. Ruckert or Roland Dennis or Bob Connors,
any on acting alone, who are authorized to request advances and direct the
disposition of any advances until written notice of the revocation of such
authority is received by the holder at the office designated above, or (ii) any
person, with respect to advances deposited to the credit of any deposit account
of any Borrower, which advances, when so deposited, shall be conclusively
presumed to have been made to or for the benefit of each Borrower regardless of
the fact that persons other than those authorized to request advances may have
authority to draw against such account. 
The holder shall have no obligation to determine whether any person
requesting an advance is or has been authorized by any Borrower.


PREPAYMENT:


             (a)         Prime Rate.  Borrower may prepay principal on any portion
of this Note which bears interest determined in relation to the Prime Rate at
any time, in any amount and without penalty.


             (b)        LIBOR.  Borrower may prepay principal on any portion of this Note which
bears interest determined in relation to LIBOR at any time and in the minimum
amount of $100,000.00;
provided however, that if the outstanding principal balance of such portion of
this Note is less than said amount, the minimum prepayment amount shall be the
entire outstanding principal balance thereof. 
In consideration of Bank providing this prepayment option to Borrower,
or if any such portion of this Note shall become due and payable at any time
prior to the last day of the Fixed Rate Term applicable thereto by acceleration
or otherwise, Borrower shall pay to Bank immediately upon demand a fee which is
the sum of the discounted monthly differences for each month from the month of
prepayment through the month in which Fixed Rate Term matures, calculated as
follows for each such month:


                           (i)    
      Determine the amount of interest which would have
accrued each month on the amount prepaid at the interest rate applicable to
such amount had it remained outstanding until the last day of the Fixed Rate
Term applicable thereto.


                           (ii)    
     Subtract from the amount determined in (i) above
the amount of interest which would have accrued from the same month on the
amount repaid for the remaining term of such Fixed Rate Term at LIBOR in effect
on the date of prepayment for new loans made for such term and in a principal
amount equal to the amount prepaid.


                           (iii)    
    If
the result obtained in (ii) for any month is greater than zero, discount that
difference by LIBOR used in (ii) above.


Each Borrower acknowledges that prepayment of
such amount may result in Bank incurring additional costs, expenses and/or
liabilities, and that it is difficult to ascertain the full extent of such
costs, expenses and/or liabilities. 
Each Borrower, therefore, agrees to pay the above-described prepayment
fee and agrees that said amount represents a reasonable estimate of the
prepayment cots, expenses and/or liabilities of Bank.  If Borrower fails to pay any prepayment fee when due, the amount
of such prepayment fee shall thereafter bear interest until paid at a prate per
annum 2.000%
above Prime Rate in effect from time to time (computed on the basis of a
360-day year, actual days elapsed). 
Each change in the rate of interest on any such past due prepayment fee
shall become effective on the date each Prime Rate change is announced within
Bank.





COLLATERAL:


   As
security for the payment and performance of all obligations of Borrower under
this Note, Borrower grants to Bank security interests of first priority (except
as agreed otherwise by Bank in writing) in the following property of Borrower,
now owned or at any time hereafter acquired: all accounts receivable, other
rights to payment and general intangibles; all inventory, together with
security interests in all other personal property of Borrower not or at any
time hereafter pledged to Bank as collateral for any other commercial
credit  accommodation granted by Bank to
Borrower.  All of the foregoing shall be
evidenced by and subject to the terms of such security agreements, financing
statements and other documents as Bank shall reasonably require, all in form
and substance satisfactory to Bank. 
Borrower shall reimburse Bank immediately upon demand for all costs and
expenses incurred by Bank in connection with any of the foregoing security,
including without limitation, filing fees and allocated costs of collateral
audits.


EVENTS
OF DEFAULT:


   Any
default in the payment or performance of any obligation under this Note, or any
defined event of default under any loan agreement now or at any time hereafter
in effect between Borrower and Bank (whether executed prior to, concurrently
with or at any time after this Note), shall constitute an “Event of Default”
under this Note.


MISCELLANEOUS:


             (a)         Remedies.  Upon the occurrence of any Even of Default,
the holder of this Note, at the holder’s option, may declare all sums of
principal, interest, fees and charges outstanding hereunder to be immediately
due and payable without presentment, demand, notice of nonperformance, notice
of protest, protest or notice of dishonor, all of which are expressly waived by
each Borrower, and the obligation, if any, of the holder to extend any further
credit hereunder shall immediately cease and terminate.  Each Borrower shall pay to the holder
immediately upon demand the full amount of all payments, advances, charges,
costs and expenses, including reasonable attorneys’ fees (to include outside
counsel fees and all allocated costs of the holder’s in-house counsel),
expended or incurred by the holder in connection with the enforcement of the
holder’s rights and/or the collection of any amounts which become due to the
holder under this Note, and the prosecution or defense of any action in any way
related to this Note, including without limitation, any action for declaratory
relief, whether incurred at the trial or appellate level, in an arbitration
proceeding or otherwise, and including any of the foregoing incurred in
connection with any bankruptcy proceeding (including without limitation, any adversary
proceeding, contested matter or motion brought by Bank or any other person)
relating to any Borrower or any other person or entity.


             (b)        Obligations Joint and Several.  Should more than one person or entity sign
this Note as Borrower, the obligations of each such Borrower shall be joint and
serveral.


             (c)         Governing Law.  This Note shall be governed by and construed
in accordance with the laws of the State of California.


             IN
WITNESS WHEREOF, the undersigned has executed this Note as of the date first
written above.


Fiberstars,
Inc.


By: 
/s/ Robert A. Connors      


Title: Chief Financial Officer