EXHIBIT 10.19(j)

LOAN MODIFICATION AGREEMENT

This Loan Modification Agreement is entered into as of March 
31, 1997, by and between FAFCO, Inc. ("Borrower") whose address 
is 2690 Middlefield Road, Redwood City, CA 94063, and Silicon 
Valley Bank ("Bank") whose address is 3003 Tasman Drive, Santa 
Clara, CA 95054.


1.	DESCRIPTION OF EXISTING INDEBTEDNESS:  Among other 
indebtedness which may be owing by Borrower to Bank, Borrower is 
indebted to Bank pursuant to, among other documents, an Amended 
and Restated Loan and Security Agreement, dated June 5, 1996, as 
may be amended from time to time, (the "Loan Agreement".) The 
Loan Agreement provided for, among other things, a Committed Line 
in the original principal amount of One Million and 00/100 
Dollars ($1,000,000.00) (The "Revolving Facility".)  Defined 
terms used but not otherwise defined herein shall have the same 
meanings as in the Loan Agreement.

Hereinafter, all indebtedness owing by Borrower to Bank shall be 
referenced to as the "Indebtedness."

2.	DESCRIPTION OF COLLATERAL AND GUARANTIES:  Repayment of the Indebtedness 
is secured by the Collateral as described in the Loan Agreement.

Hereinafter, the above-described security documents and quarantines, together 
with all other documents securing repayment of the Indebtedness shall be 
referred to as the "Security Documents."  Hereinafter, the Security Documents, 
together with all other documents evidencing or securing the Indebtedness 
shall be referred to as the "Existing Loan Documents."

3.	DESCRIPTION OF CHANGE IN TERMS:

A.	Modification(s) to Loan Agreement.

1. The defined term "Maturity Date" is hereby amended in its entirety to 
   read as: 
   
   April 1, 1998.

2. The first sentence in section 2.3 (c) entitled "Payments" is hereby 
   amended to read as follows:

   Interest hereunder shall be due and payable on the thirteenth calendar 
   day of each month during the 
   term hereof.

3. Item "(a)" contained in the paragraph entitled "Eligible Accounts" is 
   hereby amended in its entirety to read as follows:

   (a)	Accounts that the account debtor has failed to pay within ninety (90) 
       days of invoice date provided that, from December 1 to August 1, 
       accounts under the Borrower's advanced buy program shall be ineligible 
       after 150 days from date of invoice and shall not exceed an aggregate 
       amount of $350,000.00.

4. The paragraph entitled "Eligible Foreign Accounts" is hereby amended in 
   its entirety to read as follows:

   EXHIBIT 10.19(j) page two


   "Eligible Foreign Accounts" means Accounts with respect to which the 
   account debtor does not have its principal place of business in the 
   United States and that are: (1) covered by credit insurance in form and 
   amount, and by insurer satisfactory to Bank less the amount of any 
   deductibles(s) which may be or become owing thereon; or (2) supported by 
   one or more letters of credit in favor of Bank as beneficiary, in an 
   amount and of a tenor, and issued by a financial institution, acceptable 
   to Bank; or (3) those certain accounts from Ebara Corp. and Jang Han 
   Systems Engineers to an aggregate maximum of $500,000.00; or (4) that Bank 
   approves on a case-by-case basis.

5. Section 6.8 entitled "Quick Ratio" is hereby amended in its entirety to 
   read as follows:

   Borrower shall maintain, as of the last day of each calendar month, a 
   ratio of total liabilities less subordinated debt to tangible net worth 
   plus subordinated debt of not more than 2.00 to 1.00.

6. Section 6.9 entitled "Debt-Net Worth Ratio" is hereby amended in its 
   entirety to read as follows:

   Borrower shall maintain. as of the last day of each calendar month, a 
   ratio of Total Liabilities less subordinated debt to Tangible Net Worth 
   plus Subordinated Debt of not more than 2.00 to 1.00.

7. Section 6.10 entitled "Tangible New Worth" is hereby amended in its 
   entirety to read as follows:

   Borrower shall maintain, as of the last day of each calendar month, a 
   Tangible Net Worth plus Subordinated Debt of not less than One Million Six 
   Hundred Fifty and 00/100 Dollars ($1,650,000.00).

8. Section 6.11 entitled "Profitability" is hereby amended in its entirety to 
   read as follows:

   As of the last day of each of Borrower's fiscal quarters, Borrower shall 
   have a minimum net profit, measured on a fiscal year to date basis, of not 
   less than One Dollar ($1.00).

4.	CONSISTENT CHANGES.  The Existing Loan Documents are hereby amended 
   wherever necessary to reflect the changes described above.

5.	PAYMENT OF LOAN FEE.  Borrower shall pay to Bank a fee in the amount of 
   Seven Thousand Five Hundred and 00/100 Dollars ($7,500.00) (the "Loan 
   Fee") plus all out-of-pocket expenses.

6.	NO DEFENSES OF BORROWER.  Borrower (and each guarantor and pledgor signing 
   below) agrees that, as of this date, it has no defenses against the 
   obligations to pay any amounts under the Indebtedness.

7. CONTINUING VALIDITY.  Borrower (and each guarantor and pledgor signing 
   below) understands and agrees that in modifying the existing Indebtedness, 
   Bank is relying upon Borrower's representations, warranties, and 
   agreements, as set forth in the Existing Loan Documents.  Except as 
   expressly modified pursuant to this Loan Modification Agreement, the terms 
   of the EXHIBIT 10.19(j) page three Existing Loan Documents remain 
   unchanged and in full force and effect.  Bank's agreement to modifications 
   to modifications to the existing Indebtedness pursuant to this Loan 
   Modification Agreement in no way shall obligate Bank to make any future 
   modifications to the Indebtedness.  Nothing in this Loan Modification 
   Agreement shall constitute a satisfaction of the Indebtedness.  It is the 
   intention of Bank and Borrower to retain as liable parties all makers and 
   endorsers of Existing Loan Documents, unless the party is expressly 
   released by Bank in writing.  No maker, endorser, or guarantor will be 
   released by virtue of this Loan Modification Agreement.  The terms of this 
   Paragraph apply not only to this Loan Modification Agreement, but also to 
   all subsequent loan modification agreements.



8.	CONDITIONS.  The effectiveness of this Loan Modification Agreement is 
   conditioned upon Borrower's payment of the Loan Fee. 	This Loan 
   Modification Agreement is executed as of the date first written above.

BORROWER:                                          	LENDER:
FAFCO, INC.	                                        SILICON VALLEY BANK	

By:  \s\Alex N. Watt		                              By:  \s\Julie Schneider	
     ---------------                                     ------------------  
Name:  Alex N. Watt		                               Name:  Julie Schneider	
Title:                                              Title:
V.P. Finance & Administration	                      Assistant Vice President