EXHIBIT 10.33(c)


WELLS FARGO BANK           CONTINUING COMMERCIAL LETTER OF CREDIT AGREEMENT


To: WELLS FARGO BANK, NATIONAL ASSOCIATION

     In consideration of Wells Fargo Bank, National Association, at the  
request and for the account of the undersigned Applicant, and, unless 
otherwise specifically provided in any Loan Document, at the option of Wells 
Fargo, issuing commercial letters of credit pursuant to applications for 
commercial letters of credit and the terms and conditions of this Agreement,
Applicant hereby agrees that the terms and conditions hereinafter set forth 
shall apply to each such Application, to the Credit issued by Wells Fargo 
pursuant to such Application, to the issuance of each such Credit, and to 
transactions under each such Application, each such Credit and this Agreement.

     SECTION 1. DEFINITIONS.  As used in this Agreement, the following terms  
shall have the meanings set forth after each term: "Acceptance" shall mean 
any time draft drawn or made, or purported to be drawn or made, under any 
Credit, and accepted for payment by Wells Fargo or by any other bank specified
by Wells Fargo to accept such time draft for payment.  "Acceptance Fee" shall
mean the fee, computed at the acceptance fee rate specified by Wells Fargo, 
charged by Wells Fargo when each Acceptance is created on the amount of each 
Acceptance for the time period each such Acceptance is to be outstanding.  
"Agreement" shall mean this Continuing Commercial Letter of Credit Agreement 
as it may be revised or amended from time to time pursuant to its terms.  
"Applicant" shall mean the person or persons or the entity or entities
signing this Agreement.  "Application" shall mean Wells Fargo's printed form 
titled "Application for Commercial Letter of Credit" or any other form 
acceptable to Wells Fargo on which Applicant applies for the issuance by Wells
Fargo of a Credit and/or an application for amendment of a Credit or any 
combination of such applications, as the context may require.  "Beneficiary" 
shall mean any person or entity named on an Application as the beneficiary or
any person or entity who is the transferee of any such beneficiary.  
"Collateral" shall mean the Property, together with the proceeds of such 
Property, securing any or all the obligations and liabilities of Applicant to 
Wells Fargo at any time existing under or in connection with any Letter of 
Credit Document and/or any Loan Document.  "Credit" shall mean an instrument 
or document titled "Irrevocable Commercial Letter of Credit" or "Irrevocable 
Documentary Credit", or any instrument or document whatever it is titled or 
whether or not it is titled functioning as a commercial letter of credit, 
issued under or pursuant to an Application, and all renewals, extensions and 
amendments of such instrument or document.  "Deferred Payment Fee" shall mean
the fee, computed at the deferred payment fee rate specified by Wells Fargo, 
charged by Wells Fargo on the amount of each Demand presented
under a Credit providing for deferred payment of Demands which are not time 
drafts, which fee will be payable when the Demand is determined by Wells 
Fargo to comply with such Credit and cover the time period from the date of 
such determination to the date such Demand is payable.  "Delivery 
Authorization" shall mean any agreement, undertaking, guarantee, indemnity, 
release, bond, letter, document or authorization given or executed by Wells 
Fargo, at its option in each case, at the request of Applicant or Applicant's
agent to or in favor of a carrier or other person or entity in order to 
permit delivery to Applicant or Applicant's agent of Property referred to in 
or shipped under any Credit.  "Demand" shall mean any sight or time draft 
(before it is accepted), electronic or telegraphic transmission or other 
written demand drawn or made, or purported to be drawn or made, under or in 
connection with any Credit.  "Document" shall mean any instrument, statement,
certificate or other document, including, but not limited to, shipping 
documents, warehouse receipts and policies or certificates of insurance, 
referred to in or related to any Credit or required by any Credit to be 
presented with any Demand.  "Dollars" shall mean the lawful currency at any 
time for the payment of public or private debts in the United States of 
America.  "Event of Default" shall mean any of the events set forth in 
Section 14 of this Agreement. "Expiration Date" shall mean the date any 
Credit expires. "Guarantor" shall mean any person or entity guaranteeing the 
payment and/or performance of any or all the obligations of Applicant to
Wells Fargo under or in connection with any Letter of Credit Document and/or 
any Loan Document.  "Holding Company" shall mean any company or other entity 
controlling Wells Fargo.  "Issuance Fee" shall mean the fee, computed at the 
issuance fee rate specified by Wells Fargo, charged by Wells Fargo on the 
amount of each Credit and on the amount of each increase in a Credit at the
time each Credit is issued and the time the amount of each Credit is 
increased.  "Letter of Credit Document" shall mean this Agreement, each 
Application, each Credit, each Demand and each Acceptance.  "Loan Document" 
shall mean each and any promissory note, credit agreement, loan agreement, 
security agreement, pledge agreement, guarantee or other agreement or writing 
signed by Wells Fargo and/or Applicant and/or any Guarantor relating to, 
evidencing or guaranteeing any loan or other extension of credit made by 
Wells Fargo to Applicant under or in connection with any Letter of Credit 
Document.  The foregoing includes, without limitation, the Loan Agreement and
Security Agreement of even date.  "Negotiation Fee" shall mean the fee, 
computed at the negotiation fee rate specified by Wells Fargo, charged by 
Wells Fargo on the amount of each Demand paid or accepted by Wells Fargo when
each Demand is paid or accepted.  "Payment Office" shall mean such office of 
Wells Fargo specified by Wells Fargo as the office where reimbursements and 
other payments under or in connection with any Letter of Credit Document
are to be made by Applicant.  "Prime Rate" shall mean the rate of interest 
most recently announced at Wells Fargo's principal office in San Francisco, 
California as its Prime Rate, with the understanding that the Prime Rate is 
one of Wells Fargo'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 Wells Fargo may designate.  "Property"
shall mean all forms of property, whether tangible or intangible, real, 
personal or mixed.  "Rate of Exchange" shall mean Wells Fargo's then current 
selling rate of exchange in San Francisco, California for sales of the 
currency of payment of any Demand or Acceptance, or of any fees or expenses 
or other amounts payable under this Agreement, for cable transfer to the 
country of which such currency is the legal tender.  "UCP" shall mean the 
Uniform Customs and Practice for Documentary Credits, an International Chamber
of Commerce publication, or any substitution therefor or replacement thereof.
"Unpaid and Undrawn Balance" shall mean at any time and from time to time the
entire amount which has not been paid by Wells Fargo under all the Credits 
issued for the account of Applicant, including, but not limited to, the amount
of each Demand and Acceptance on which Wells Fargo has not yet effected 
payment as well as the amount undrawn under all such Credits.  "Wells Fargo" 
shall mean Wells Fargo Bank, National Association, a national banking 
association.

     SECTION 2.     HONORING DEMANDS AND DOCUMENTS.  Applicant agrees that Wells
Fargo may receive, accept and honor, as complying with the terms of any 
Credit, any Demand and any Documents accompanying such Demand; provided, 
however, that (a) such Demand and accompanying Documents appear on their face
to comply substantially with the provisions of such Credit, and (b) such 
Demand and accompanying Documents are, or appear on their face to be,signed 
or issued by (I) a person or entity authorized under such Credit to draw, 
sign or issue such Demand and such accompanying Documents, or (ii) an 
administrator, executor, trustee in bankruptcy, debtor in possession, assignee
for the benefit of creditors, liquidator, receiver or other legal 
representative or successor in interest by operation of law of any such 
person or entity.  Notwithstanding the preceding sentence, Applicant agrees 
that (x) in consideration for Wells Fargo giving or executing a Delivery 
Authorization at its option at any time, Wells Fargo may, in its sole
discretion, receive, accept and honor, as complying with the terms of the 
Credit related to such Delivery Authorization, any Demand and any Documents 
accompanying such Demand which are presented under such Credit and relate to 
any Property covered by such Delivery Authorization even if such Demand or 
any such Document does not conform to the requirements of such Credit or is 
not otherwise in order or any other term or condition of such Credit has not 
been complied with; and (y) in consideration for Wells Fargo issuing a Credit
which, at the request of Applicant and at the option of Wells Fargo, contains
provisions that (I) any Demand made under such Credit will be honored only if 
and when Wells Fargo receives written notice that the Property referred to
in the Documents accompanying such Demand has been inspected and passed 
and/or released and/or approved by the United States Food and Drug 
Administration or by any other state or federal government agency or 
regulatory authority or by any other party or entity, and (ii) the Documents 
accompanying such Demand are to be released by Wells Fargo to Applicant or
Applicant's agent for the purpose of arranging such inspection against 
Applicant or Applicant's agent signing a receipt for such Documents, Wells 
Fargo may in its sole discretion honor and accept such Demand and such 
Documents as complying with the terms of such Credit without having received 
written notice that such Property has been inspected and passed and/or released
and/or approved as aforesaid (1) if such Demand and accompanying Documents 
appear on their face to comply substantially with all other terms of such 
Credit, or Applicant has waived any failure of such Demand or Documents to 
comply with the terms of such Credit, and (11) if Applicant or Applicant's 
agent does not promptly (A) sign such a receipt which is in form and substance
acceptable to Wells Fargo and (B) comply with all the terms of such receipt 
and (C) arrange such inspection of such Property.

     SECTION 3. REIMBURSEMENT FOR PAYMENT OF DEMANDS AND ACCEPTANCES. 
Applicant agrees to reimburse Wells Fargo for all amounts paid by Wells Fargo
on each Demand and on each Acceptance, including, but not limited to, all 
amounts paid by Wells Fargo on each Demand and on each Acceptance to any 
paying, accepting, negotiating or other bank.  If in connection with the 
issuance of any Credit, Wells Fargo agrees to pay any other bank the amount
of any payment or negotiation made by such other bank under such Credit upon 
receipt by Wells Fargo of a cable, telex or other written telecommunication 
advising Wells Fargo of such payment or negotiation, or authorizes any other 
bank to debit Wells Fargo's account for the amount of such payment or 
negotiation, Applicant agrees to reimburse Wells Fargo for all such amounts 
paid by Wells Fargo, or debited to Wells Fargo's account with such other bank,
even if any Demand or Document specified in such Credit fails to arrive in 
whole or in part or if, upon the arrival of any such Demand or Document, the 
terms of such Credit have not been complied with or such Demand or Document 
does not conform to the requirements of such Credit or is not otherwise in 
order.

     SECTION 4. FEES AND EXPENSES.  Applicant agrees to pay to Wells Fargo 
(a) all Issuance Fees, Negotiation Fees, Acceptance Fees, Deferred Payment 
Fees, cable fees, amendment fees, non-usance fees and cancellation fees of, 
and all out-of-pocket expenses incurred by, Wells Fargo under or in connection
with any Letter of Credit Document, and (b) all fees and charges of banks
other than Wells Fargo under or in connection with any Letter of Credit 
Document if any Application (i) does not indicate who will pay such fees and 
charges, (ii) indicates that such fees and charges are to be paid by 
Applicant, or (iii) indicates that such fees and charges are to be paid
by the Beneficiary and the Beneficiary does not, for any reason whatsoever, 
pay such fees or charges.  There shall be no refund of any portion of any 
Issuance Fee in the event any Credit is used, reduced, amended, modified or 
terminated before its Expiration Date; and there shall be no refund of any 
portion of any Acceptance Fee or Deferred Payment Fee if any Acceptance or
deferred payment Demand is reimbursed by Applicant before it matures.

     SECTION 5. DEFAULT INTEREST.  Unless otherwise specified in any Loan 
Document or on an Application and agreed to by Wells Fargo, all amounts to be
reimbursed by Applicant to Wells Fargo pursuant to Section 3 of this Agreement
and all fees and expenses to be paid by Applicant to Wells Fargo pursuant to 
Section 4 of this Agreement, and all other amounts due from Applicant to Wells
Fargo under or in connection with the Letter of Credit Documents, will bear 
interest (to the extent permitted by law), payable on demand, from the date 
Wells Fargo paid the amounts to be reimbursed or the date such fees, expenses
and other amounts were due until such amounts are reimbursed in full or such 
fees, expenses and other amounts are paid in full, at that interest rate per 
annum, calculated for the actual days elapsed in a year of 360 days, which is
two percent (2%) above the Prime Rate in effect from time to time.

     SECTION 6. TIME AND METHOD OF REIMBURSEMENT AND PAYMENT.  Unless otherwise
specified in this Section 6, in any Loan Document or on an Application and 
agreed to by Wells Fargo, all amounts to be reimbursed by Applicant to Wells 
Fargo pursuant to Section 3 of this Agreement, all fees and expenses to be 
paid by Applicant to Wells Fargo pursuant to Section 4 of this Agreement, all
interest due to Wells Fargo pursuant to Section 5 of this Agreement, and all
other amounts due to Wells Fargo from Applicant under or in connection with 
the Letter of Credit Documents will be reimbursed or paid at the Payment 
Office in Dollars in immediately available funds without setoff or 
counterclaim on demand or, at Wells Fargo's option, by Wells Fargo debiting 
any of Applicant's accounts with Wells Fargo without presentment, protest, 
demand for reimbursement or payment, notice of dishonor or any other notice 
whatsoever, all of which are hereby expressly waived by Applicant.  Such 
debit will be made (a) at the time each Demand is paid by Wells Fargo or on 
the maturity of each Acceptance or, if earlier, at the time each amount
is paid by Wells Fargo to any paying, accepting, negotiating or other bank, 
(b) at the time each fee and expense referenced in Section 4 of this Agreement
is to be paid, (c) at the time interest is due to Wells Fargo pursuant to 
Section 5 of this Agreement, and (d) at the time each other amount is due 
under or in connection with the Letter of Credit Documents.  If any Demand or
Acceptance or any fee, expense, interest or other amount payable under or in 
connection with the Letter of Credit Documents is payable in a currency other
than Dollars, Applicant agrees to reimburse Wells Fargo for all amounts paid 
by Wells Fargo on such Demand and on such Acceptance, and/or to pay Wells 
Fargo all such fees, expenses, interest and other amounts, in one of the 
three following ways, as determined by Wells Fargo in its sole discretion in 
each case, (i) at such place as Wells Fargo shall direct, in such other 
currency, or (ii) at the Payment Office in the Dollar equivalent of
the amount of such other currency calculated at the Rate of Exchange on the 
date determined by Wells Fargo in its sole discretion, or (iii) at the 
Payment Office in the Dollar equivalent, as determined by Wells Fargo (which 
determination shall be deemed correct absent manifest error), of such fees, 
expenses, interest or other amounts or of the actual cost to Wells Fargo of 
paying such Demand or Acceptance.

     SECTION 7. AGREEMENTS OF APPLICANT.  Applicant agrees that (a) unless 
otherwise specifically provided in any Loan Document, Wells Fargo shall not 
be obligated at any time to issue any Credit for the account of Applicant; 
(b) unless otherwise specifically provided in any Loan Document, if any Credit
is issued by Wells Fargo for the account of Applicant, Wells Fargo shall
not be obligated to issue any further Credit for the account of Applicant or to 
make other extensions of credit to Applicant or in any other manner to extend 
any financial consideration to Applicant; (c) Wells Fargo has not given 
Applicant any legal or other advice with regard to any Letter of Credit 
Document or Loan Document; (d) if Wells Fargo at any time discusses with
Applicant the wording for any Credit, any such discussion will not constitute 
legal or other advice by Wells Fargo or any representation or warranty of 
Wells Fargo that any wording or Credit will satisfy Applicant's needs; (a) 
Applicant Is responsible for the wording of each Credit, including, but not 
limited to, any drawing conditions, and will not rely on Wells Fargo in any 
way in connection with the wording of any Credit or the structuring of any 
transaction related to any Credit; (f) Applicant and not Wells Fargo is 
responsible for entering into the contracts relating to the Credits between 
Applicant and the Beneficiaries and for causing Credits to be issued; (g) 
Wells Fargo may, as Wells Fargo deems appropriate, modify or alter and use in 
any Credit the terminology contained on the Application for such Credit; (h) 
unless the Application for a Credit specifies whether the Documents to be 
presented with a Demand under such Credit must be sent to Wells Fargo in one 
parcel or in two parcels or may be sent to Wells Fargo in any number of
parcels, Wells Fargo may, if it so desires, make such determination and 
specify in the Credit whether such Documents must be sent in one parcel or 
two parcels or may be sent in any number of parcels; (i) Wells Fargo shall 
not be deemed the agent of Applicant, any Beneficiary or any other user of 
any Credit, and neither Applicant, nor any Beneficiary nor any other user of 
any Credit shall be deemed an agent of Wells Fargo; (j) Applicant will 
promptly examine all Documents and each Credit if and when they are delivered
to Applicant by Wells Fargo and, in the event of any claim of noncompliance 
of any Documents or any Credit with Applicant's instructions or any 
Application, or in the event of any other irregularity, will promptly notify 
Wells Fargo in writing of such noncompliance or irregularity, Applicant being 
conclusively deemed to have waived an such claim of noncompliance or 
irregularity unless such notice is promptly given; (k) all directions and
correspondence relating to any Letter of Credit Document are to be sent at 
the risk of Applicant; (1) if any Credit has a provision concerning the 
automatic extension of the Expiration Date of such Credit, Wells Fargo may, 
at its sole option , give notice of nonrenewal of such Credit and if Applicant
does not at any time want such Credit to be renewed Applicant will so notify 
Wells Fargo at least fifteen (15) calendar days before Wells Fargo is to 
notify the Beneficiary of such Credit or any advising bank of such nonrenewal 
pursuant to the terms of such Credit; (m) Applicant will not seek to obtain, 
apply for, or acquiesce in any temporary restraining order, restraining order,
preliminary injunction, permanent injunction or any type of pretrial or 
permanent injunctive relief or any similar relief, however named, restraining, 
prohibiting or enjoining Wells Fargo, any of Wells Fargo's correspondents or 
any advising, confirming, negotiating, paying, accepting or other bank from 
paying or negotiating any Demand or creating or paying any Acceptance or 
honoring any other obligation under or in connection with any Credit; and (n)
except for any of Applicant's obligations which are specifically affected by 
the actions referred to in subsection (vi) of this Section 7(n), Applicant's 
obligations under or in connection with each Letter of Credit Document
and each Loan Document shall be absolute, unconditional and irrevocable, and 
shall be performed strictly in accordance with the terms of each such Letter 
of Credit Document and each such Loan Document under all circumstances 
whatsoever, including, but not limited to, the following circumstances and 
the circumstances listed in Section 13(b) through (bb) of this Agreement: (i) 
any lack of validity or enforceability of any Letter of Credit Document, any 
Loan Document, any Document or any agreement relating to any Letter of Credit
Document, any Loan Document or any Document; (ii) any amendment of or waiver 
relating to, or any consent to or departure from, any Letter of Credit 
Document, any Loan Document or any Document; (iii) any release or substitution
at any time of any Property which may be held as Collateral; (iv) the 
existence of any claim, set-off, defense or other right which Applicant may 
have at any time against Wells Fargo or any Beneficiary (or any person or 
entity for whom any Beneficiary may be acting) or any other person or entity,
whether under or in connection with any Letter of Credit Document, any Loan 
Document, any Document or any Property referred to in or related to any 
Letter of Credit Document, any Loan Document or any Document or under or in 
connection with any unrelated transaction; (v) any breach of contract or 
other dispute between or among any two or more of Applicant, Wells Fargo,
any Beneficiary, any transferee of any Beneficiary, any person or entity for 
whom any Beneficiary or any transferee of any Beneficiary may be acting, or 
any other person or entity; or (vi) any delay, extension of time, renewal, 
compromise or other indulgence granted or agreed to by Wells Fargo with or 
without notice to, or approval by, Applicant in respect of any of Applicant's
indebtedness or other obligations to Wells Fargo under or in connection with 
any Letter of Credit Document or any Loan Document.  

     SECTION 8.   COMPLIANCE WITH LAWS AND REGULATIONS.  Applicant represents
and warrants to Wells Fargo that no Application, Credit or transaction under 
any Application and/or any Credit will contravene any law or regulation of 
the government of the United States or any state thereof.  Applicant agrees 
(a) to comply with all federal, state and foreign exchange regulations
and other government laws and regulations now or hereafter applicable to any 
Letter of Credit Document, to any payments under or in connection with any 
Letter of Credit Document, to each transaction under or in connection with 
any Letter of Credit Document, or to the import, export, shipping or financing
of the Property referred to in or shipped under or in connection with any
Credit, and (b) to reimburse Wells Fargo for such amounts as Wells Fargo may 
be required to expend as a result of such laws or regulations, any change in 
such laws or regulations or any change in the interpretation of such laws or 
regulations by any court or administrative or government authority charged 
with the administration of such laws or regulations.

    SECTION 9. TAXES, RESERVES AND CAPITAL ADEQUACY REQUIREMENTS.  In addition
to, and notwithstanding, any other provision of any Letter of Credit Document 
or any Loan Document, in the event that any law, treaty, rule, regulation, 
guideline, request, order, directive or determination (whether or not having 
the force of law) of or from any government authority, including, but not 
limited to, any court, central bank or government regulatory authority, or any
change therein or in the interpretation or application thereof, (a) does or 
shall subject Wells Fargo to any tax of any kind whatsoever with respect to 
the Letter of Credit Documents or the Loan Documents, or change the basis of 
taxation of payments to Wells Fargo of any amount payable thereunder (except 
for changes in the rate of tax on the net income of Wells Fargo); or (b) does
or shall impose, modify or hold applicable any reserve, special deposit, 
assessment, compulsory loan, Federal Deposit Insurance Corporation insurance 
or similar requirement against assets held by, deposits or other liabilities 
in or for the account of, advances or loans by, other credit extended by or 
any other acquisition of funds by, any office of Wells Fargo; or (c) does or 
shall impose, modify or hold applicable any capital adequacy requirements, 
(whether or not having the force of law); or (d) does or shall impose on Wells 
Fargo any other condition; and the result of any of the foregoing is (i) to 
increase the cost to Wells Fargo of issuing or maintaining any Credit or of
performing any transaction under any Letter of Credit Document or any Loan 
Document, or (ii) to reduce any amount receivable by Wells Fargo under any 
Letter of Credit Document or any Loan Document, or (iii) to reduce the rate 
of return on the capital of Wells Fargo or the Holding Company to a level 
below that which Wells Fargo or the Holding Company could have achieved but 
for any imposition, modification or application of any capital adequacy 
requirement (taking into consideration the policy of Wells Fargo or the 
Holding Company, as the case may be, with respect to capital adequacy), and 
any such increase or reduction is material (as determined by Wells Fargo
in its sole discretion); then, in any such case, Applicant agrees to pay to 
Wells Fargo such amount or amounts as may be necessary to compensate Wells 
Fargo or the Holding Company for (1) any such additional cost, (2) any 
reduction in the amount received by Wells Fargo under any Letter of Credit 
Document or any Loan Document, or (3) to the extent allocable (as determined 
by Wells Fargo in its sole discretion) to any Letter of Credit Document or 
any Loan Document, any reduction in the rate of return on the capital of Wells
Fargo or the Holding Company.

     SECTION 10.  COLLATERAL.  In addition to, and not in substitution for, any 
Property delivered, conveyed, transferred or assigned to Wells Fargo under 
any Loan Document as security for any or all of the obligations and 
liabilities of Applicant to Wells Fargo at any time existing under or in 
connection with any Letter of Credit Document or any Loan Document', Applicant
grants to Wells Fargo a security interest in and to the following Collateral,
whether or not any such Collateral is in Wells Fargo's possession or control 
or in the possession or control of Wells Fargo's agents or correspondents or 
in transit to, or set apart for, Wells Fargo or any of Wells Fargo's agents or
correspondents: (a) with respect to each Credit and until such time as all the 
obligations and liabilities of Applicant to Wells Fargo at any time existing 
under or in connection with each Credit and each Letter of Credit Document 
and each Loan Document related to such Credit have been fully paid and 
discharged, all as security for such obligations and liabilities, (i) all 
Property referred to in each Credit or at any time shipped under or pursuant 
to each Credit or in any way related to each Credit or to any Demand made or 
Acceptance created under each Credit, whether or not Wells Fargo receives the
Documents covering such Property or releases such Documents to Applicant on 
trust or bailee receipt or otherwise, (ii) all Documents accompanying any 
Demand made under each Credit, and (iii) all the proceeds of the Property and
the Documents referred to in subsections (i) and (ii) of this Section 10(a); 
and (b) with respect to all the Credits and until such time as all the 
obligations and liabilities of Applicant to Wells Fargo at any time existing 
under or connection with each Letter of Credit Document and each Loan 
Document have been fully paid and discharged, all as security for such 
obligations and liabilities, (i) all the property, claims, demands, right, 
title and interest of Applicant in and to the balance of every deposit account
of Applicant with Wells Fargo now or at any time hereafter existing, and all 
evidences of such deposit accounts, (ii) all Property belonging to Applicant 
or in which Applicant may have an interest, now or at any time hereafter 
delivered, conveyed, assigned, pledged or paid to Wells Fargo or its agents or
correspondents in any manner whatsoever, whether as security or for 
safekeeping or otherwise, including, but not limited to, any items received 
for collection or transmission, and the proceeds of such items, whether or 
not such Property is in whole or in part released to Applicant on trust or 
bailee receipt or otherwise, and (iii) where more than one person or entity 
is an Applicant, all right, title and interest of each Applicant in and to 
all the Property which any Applicant may now or hereafter obtain as security 
for the obligations of the other Applicants or Applicant to such Applicant 
arising under or in connection with the transaction to which any Credit 
relates.  Further, in addition to, and not in substitution for, any Property 
delivered, conveyed, transferred or assigned to Wells Fargo under any Loan 
Document as security for any or all of the obligations and liabilities of 
Applicant to Wells Fargo at any time existing under or in connection with any 
Letter of Credit Document or any Loan Document, Applicant agrees to deliver, 
convey, transfer and assign to Wells Fargo, on demand, as security, Property 
of a value and character satisfactory to Wells Fargo (x) if Wells Fargo at 
any time feels insecure about Applicant's ability or willingness to repay any
amounts which Wells Fargo has paid or may pay in the future on any Demand or 
Acceptance or in honoring any other obligation of Wells Fargo under or in 
connection with any Credit, or (y) without limiting the generality of the 
foregoing subsection (x), if any temporary restraining order, restraining 
order, preliminary injunction, permanent injunction or any type of pretrial 
or permanent injunctive relief or any similar relief, however named, is 
obtained restraining, prohibiting or enjoining Wells Fargo, any of Wells 
Fargo's correspondents or any advising, confirming, negotiating, paying or 
other bank from paying or negotiating any Demand or creating or paying any
Acceptance or honoring any other obligation under or in connection with any 
Credit.  Applicant agrees that the receipt by Wells Fargo's agents or 
correspondents at any time of any kind of security, including, but not limited 
to, cash, shall not be deemed a waiver of any of Wells Fargo's rights or 
powers under this Agreement.  Applicant agrees to sign and deliver to Wells 
Fargo on demand of Wells Fargo all such deeds of trust, security agreements, 
financing statements and other documents as Wells Fargo shall at any time 
request which are necessary or desirable (in the sole opinion of Wells Fargo)
to grant to Wells Fargo an effective and perfected security interest in
and to any or all of the Collateral.  Applicant agrees to pay all filing and 
recording fees related to the perfection of any security interest granted to 
Wells Fargo in accordance with this Section 10.  Applicant hereby agrees that 
any or all of the Collateral may be held and disposed of by Wells Fargo as 
provided in this Agreement.  Upon any transfer, sale, delivery, surrender or 
endorsement of any Document or Property which is or was part of the 
Collateral, Applicant will indemnify and hold Wells Fargo and Wells Fargo's 
agents and correspondents harmless from and against each and every claim, 
demand, action or suit which may arise against Wells Fargo or any such agent
or correspondent by reason of such transfer, sale, delivery, surrender or 
endorsement.

     SECTION 11. LICENSES AND INSURANCE FOR PROPERTY.  Applicant agrees (a) to 
procure promptly any necessary import, export or other licenses for the 
import, export or shipping of the Property referred to in or shipped under, 
pursuant to or in connection with any Credit; (b) to furnish such instruments,
certificates and other documents as Wells Fargo may at any time require with 
respect to such import, export or other licenses and with respect to the 
compliance by Applicant with all federal, state and foreign government laws, 
regulations, guidelines, requests, directives and/or determinations with 
regard to the import, export, shipping and financing of the Property referred
to in or shipped under, pursuant to or in connection with any Credit; (c) to 
keep such Property adequately covered by insurance in amounts, against risks 
and with companies satisfactory to Wells Fargo;  (d) to assign the policies 
or certificates of insurance to Wells Fargo, or to make the loss or adjustment,
if any, payable to Wells Fargo, at its option; and (e) to furnish to Wells 
Fargo, upon demand of Wells Fargo, evidence of such insurance and/or evidence of
acceptance by the insurers of the assignment of such policies or certificates of
insurance.  Should the insurance on any Property referred to in or shipped 
under, pursuant to or in connection with any Credit for any reason be 
unsatisfactory to Wells Fargo, Wells Fargo may, at Applicant's expense, 
obtain insurance satisfactory to Wells Fargo.

     SECTION 12.  INDEMNIFICATION.  Except to the extent caused by Wells Fargo's
lack of good faith, and notwithstanding any other provision of this Agreement,
Applicant agrees to reimburse and indemnify Wells Fargo for (a) all amounts 
paid by Wells Fargo to any person or entity under or in connection with any 
Delivery Authorization, and (b) all damages, losses, liabilities, actions, 
claims, suits, penalties, judgments, obligations, costs or expenses, of any 
kind whatsoever and howsoever caused, including, but not limited to, 
attorneys' fees and interest, paid, suffered or incurred by, or imposed upon,
Wells Fargo directly or indirectly arising out of or in connection with (i) 
any Letter of Credit Document, any Loan Document, any Document or any
Property referred to in or related to any Credit; (ii) the issuance of any 
Credit; (iii) the transfer of any Credit; (iv) any Delivery Authorization; 
(v) the collection of any amounts owed to Wells Fargo by Applicant under or 
in connection with any Letter of Credit Document or any Loan Document;
(vi) the foreclosure against, or other enforcement of, any Collateral; (vii) the
protection, exercise or enforcement of Wells Fargo's rights and remedies 
under or in connection with any Letter of Credit Document or any Loan 
Document; (viii) any court decrees or orders, including, but not limited to, 
temporary restraining orders, restraining orders, preliminary injunctions, 
permanent injunctions or any type of pretrial or permanent injunctive relief 
or any similar relief, however named, restraining, prohibiting or enjoining 
or seeking to restrain, prohibit or enjoin Wells Fargo, any of Wells Fargo's 
correspondents or any advising, confirming, negotiating, paying, accepting
or other bank from paying or negotiating any Demand or creating or paying any 
Acceptance or honoring any other obligation under or in connection with any 
Credit; or (ix) any Credit being governed by laws or rules other than the UCP
in effect on the date such Credit is issued.  The indemnity provided in this 
Section 12 will survive the termination of this Agreement and the expiration 
or cancellation of any or all the Credits. 

     SECTION 13.  LIMITATION OF LIABILITY.  Notwithstanding any other provision 
of this Agreement, neither Wells Fargo nor any of its agents or correspondents 
will have any liability to Applicant for any action, neglect or omission, if 
done in good faith, under or in connection with any Letter of Credit Document,
Loan Document or Credit, including, but not limited to, any issuance or 
amendment of any Credit, the failure to issue or amend any Credit, or the 
honoring or dishonoring of any Demand under any Credit, and such good faith 
action, neglect or omission will bind the Applicant.  Notwithstanding any 
other provision of any Letter of Credit Document, in no event shall Wells 
Fargo, its officers or directors be liable or responsible, regardless of 
whether any claim is based on contract or tort, for (a) any special, 
consequential, indirect or incidental damages, including, but not limited to,
lost profits, arising out of or in connection with the issuance of any Credit
or any action taken or not taken by Wells Fargo in connection with any Letter
of Credit Document, any Loan Document or any Document or Property referred to
in or related to any Credit; (b) the honoring of any Demand or Acceptance in 
accordance with any order or directive of any court or government or 
regulatory body or entity requiring such honor despite any temporary 
restraining order, restraining order, preliminary injunction, permanent 
injunction or any type of pretrial or permanent injunctive relief or any 
similar relief, however named, restraining, prohibiting or enjoining such 
honor; (c) the use which may be made of any Credit; (d) the validity of any
purported transfer of any Credit or the identity of any purported transferee 
of any Beneficiary; (e) any acts or omissions of any Beneficiary or any other
user of any Credit; (f) the existence, character, quality, quantity, condition,
packing, value or delivery of the Property referred to in or related to any 
Credit or purporting to be represented by any Document; (g) any difference in
the character, quality, quantity, condition or value of the Property referred
to in or related to any Credit or purporting to be represented by any 
Document from that expressed in any Credit or any Document; (h) the time, 
place, manner or order in which shipment is made of, or the failure or
omission to ship, or the partial or incomplete shipment of, any or all of the 
Property referred to in or related to any Credit or any Document; (i) the 
form, validity, sufficiency, correctness, genuineness or legal effect of any 
Demand or any Document, or of any signatures or endorsements on any Demand or
Document, even if any Demand or any Document should in fact prove to be in
any or all respects invalid, insufficient, fraudulent or forged; (j) any 
deviation from instructions, delay, default or fraud by the shipper or anyone
else in connection with any Document or any Property referred to in or related
to any Credit or the shipping of any such Property; (k) any delay in giving 
or failure to give any notice, including, but not limited to, notice of 
arrival of any Property referred to in or related to any Credit or any 
Document; (l) any delay in arrival or failure to arrive of any Property 
referred to in or related to any Credit or any Document; (m) any breach of 
contract between the shippers or vendors and the consignees or buyers; (n) 
the character, adequacy, validity or genuineness of any insurance or the 
solvency or responsibility of any insurer of any risk; (o) the solvency of 
any person or entity issuing any Document or the responsibility of any such
person or entity for, or the relationship of any such person or entity to, 
any Property referred to in or related to any Document; (p) payment or 
acceptance by Wells Fargo of any Demand when the Demand and any Documents 
which accompany such Demand appear on their face to comply substantially with
the terms of the Credit to which they relate or dishonor by Wells Fargo of any
Demand when the Demand and any Documents which accompany such Demand do not 
strictly comply on their face with the terms of the Credit to which they 
relate; (q) the failure of any Demand or Document to bear any reference or 
adequate reference to the Credit to which it relates; (r) the failure of any 
Document to accompany any Demand; (s) the failure of any person or entity
to note the amount of any Demand on the Credit to which it relates or on any 
Document; (t) the failure of any person or entity to surrender or take up any
Credit; (u) the failure of any Beneficiary to comply with the terms of any 
Credit or to meet the obligations of such Beneficiary to Applicant; (v) the 
failure of any person or entity to send or forward Documents if and as 
required by the terms of any Credit; (w) any errors, inaccuracies, omissions,
interruptions or delays in transmission or delivery of any messages, 
directions or correspondence by mail, cable, telegraph, wireless or otherwise,
whether or not they are in cipher; (x) any notice of nonrenewal of a Credit 
sent by Wells Fargo not being received on time or at any time by the 
Beneficiary of such Credit; (y) any inaccuracies in the translation of any 
messages, directions or correspondence; (z) any Beneficiary's use of the 
proceeds of any Demand or Acceptance; (aa) any Beneficiary's failure to repay
to Wells Fargo or Applicant the proceeds of any Demand or Acceptance if the 
terms of any Credit require such repayment; (bb) any act, error, neglect, 
default, negligence, gross negligence, omission, willful misconduct, lack of 
good faith, insolvency or failure in business of any of Wells Fargo's
agents or correspondents or of any advising, confirming, negotiating, paying, 
accepting or other bank.  The occurrence of any one or more of the 
contingencies referred to in the preceding sentence shall not affect, impair 
or prevent the vesting of any of Wells Fargo's rights or powers under this 
Agreement or any Loan Document or Applicant's obligation to make reimbursement 
or payment to Wells Fargo under this Agreement or any Loan Document.  The 
provisions of this Section 13 will survive the termination of this Agreement 
and any Loan Documents and the expiration or cancellation of any or all the 
Credits.

     SECTION 14.  EVENTS OF DEFAULT.  Applicant agrees that each of the 
following shall constitute an Event of Default under this Agreement: (a) 
Applicant's or any Guarantor's failure to pay any principal, interest, fee or
other amount when due under or in connection with any Letter of Credit 
Document; (b) the occurrence and continuance of any default or defined event 
of default under any Loan Document or any other agreement, document or 
instrument signed or made by Applicant or any Guarantor in favor of Wells 
Fargo; (c) Applicant's or any Guarantor's failure to perform or observe any 
term, covenant or agreement contained in this Agreement (other than those 
referred to in subsections (a), (b) and (c) of this Section 14); (d) any 
representation, warranty or certification made or furnished by Applicant or 
any Guarantor under or in connection with any Letter of Credit Document, or as 
an inducement to Wells Fargo to enter into any Letter of Credit Document, 
shall be materially false, incorrect or incomplete when made; (e) any
guarantee of, or any security covering, any indebtedness of Applicant to 
Wells Fargo arising under or in connection with any Letter of Credit Document
or any Loan Document fails to be in full force and effect at any time; 

     SECTION 15. REMEDIES.  Upon the occurrence and continuance of any Event of 
Default, Wells Fargo may, as it may at any time during the term of this 
Agreement, exercise its rights under Section 7 of this Agreement and refuse 
to issue any Credit or Credits for the account of Applicant, and all amounts 
paid by Wells Fargo on any Demand or Acceptance which have not previously
been repaid to Wells Fargo, together with all interest on such amounts, and 
the Unpaid and Undrawn Balance, if any, shall automatically be owing by 
Applicant to Wells Fargo and shall be due and payable by Applicant on demand. 
Applicant agrees that upon payment of the Unpaid and Undrawn Balance to Wells
Fargo Applicant shall have no further legal or equitable interest therein,
and that Wells Fargo will not be required to segregate on its books or records
the Unpaid and Undrawn Balance paid by Applicant.  After Wells Fargo receives
the Unpaid and Undrawn Balance, Wells Fargo agrees to pay to Applicant, upon 
termination of all of Wells Fargo's liability under all the Credits, Demands 
and Acceptances, a sum equal to the amount which has not been drawn under all
the Credits less all amounts due and owing to Wells Fargo from Applicant under
or in connection with the Letter of Credit Documents and the Loan Documents.  
Further, upon the occurrence and continuance of any Event of Default, Wells 
Fargo may sell immediately, without demand for payment, advertisement or 
notice to Applicant, all of which are hereby expressly waived, any and all 
Collateral, received or to be received, at private sale or public auction or at
brokers' board or upon any exchange or otherwise, at Wells Fargo's option, in 
such parcel or parcels, at such time or times, at such place or places, for 
such price or prices and upon such terms and conditions as Wells Fargo may 
deem proper, and Wells Fargo may apply the net proceeds of such sale or sales,
together with any deposit balances and any sums credited by or due from Wells
Fargo to Applicant in a general account or otherwise, to the payment of any and
all obligations and liabilities due to Wells Fargo by Applicant under or in 
connection with the Letter of Credit Documents and the Loan Documents, all 
without prejudice to the rights of Wells Fargo against Applicant with respect
to any and all such obligations and liabilities which may be or remain unpaid.
If any sale pursuant to the preceding sentence be at brokers' board or at 
public auction or upon any exchange, Wells Fargo may itself be a purchaser at
such sale free from any right of redemption, which Applicant hereby expressly 
waives and releases.  All rights and remedies of Wells Fargo existing under 
the Letter of Credit Documents and the Loan Documents are in addition to, and
not exclusive of, any rights or remedies otherwise available to Wells Fargo
under applicable law.

     SECTION 16.  SETOFF.  In addition to any rights now or hereafter granted 
under applicable law, and not by way of limitation of any such rights, upon 
the occurrence and continuance of any Event of Default, Wells Fargo is hereby
authorized by Applicant at any time or from time to time, without notice to 
Applicant or to any other person (any such notice being hereby expressly waived
by Applicant) to set off and to appropriate and to apply any and all deposits 
(general or special, including, but not limited to, indebtedness evidenced by 
certificates of deposit), whether matured or unmatured, and any other 
indebtedness at any time held or owing by Wells Fargo to or for the credit or 
the account of Applicant, against and on account of the obligations and 
liabilities of Applicant to Wells Fargo under or in connection with any of the
Letter of Credit Documents or the Loan Documents, irrespective of whether or 
not Wells Fargo shall have made any demand for payment of any or all such 
obligations and liabilities or declared any or all such obligations and
liabilities to be due and payable, and although any or all such obligations 
and liabilities shall be contingent or unmatured.

     SECTION 17.  WAIVERS.  Applicant agrees that no delay, extension of time, 
renewal, compromise or other indulgence which may occur or be granted by Wells 
Fargo under any Letter of Credit Document or any Loan Document from time to 
time shall impair Wells Fargo's rights or powers under this Agreement or any 
Application.  Wells Fargo shall not be deemed to have waived any of its rights
under this Agreement or any Application unless such waiver is in writing 
signed by an authorized representative of Wells Fargo.  No such waiver, unless
expressly provided in such waiver, shall be effective as to any transactions 
which occur subsequent to the date of such waiver, or as to any continuance of
any Event of Default after such waiver.  No amendment or modification of this
Agreement shall be effective unless such amendment or modification is in
writing signed by authorized representatives of Wells Fargo and Applicant.

     SECTION 18.  AMENDMENTS AND MODIFICATIONS TO CREDITS.  At the request or 
with the consent of Applicant, and without affecting the obligations of 
Applicant under this Agreement, Wells Fargo may, but will not be obligated to,
(a) increase the amount of any Credit, (b) extend the time for, and amend or 
modify the terms and conditions governing, the making and honoring of any 
Demand, Acceptance or Document or any other terms and conditions of any 
Credit, or (c) waive the failure of any Demand or Document to comply with the
terms of the Credit to which it relates.  No amendment to, or modification of,
the terms of any Credit will become effective if the Beneficiary of such 
Credit or any confirming bank objects to such amendment or modification.  If
any Credit is amended or modified in accordance with this Section 18, 
Applicant shall be bound by, and obligated under, the provisions of this 
Agreement with respect to such Credit as so amended or modified and any action 
taken by Wells Fargo or any advising, confirming, negotiating, paying, 
accepting or other bank in accordance with such amendment or modification.

     SECTION 19.  SUCCESSORS AND ASSIGNS.  Applicant agrees that the terms and
conditions of this Agreement and each Application shall bind the heirs, 
executors, administrators, successors and assigns of Applicant, and that all 
rights, benefits and privileges conferred on Wells Fargo under or in 
connection with each Letter of Credit Document and each Loan Document shall
be and hereby are extended to, conferred upon and may be enforced by the 
successors and assigns of Wells Fargo.  Applicant will not assign this 
Agreement or Applicant's obligations or liabilities under or in connection 
with any Letter of Credit Document or any Loan Document to any person or 
entity without the prior written approval of Wells Fargo.

     SECTION 20.  GOVERNING LAW.  This Agreement and each Application, and the
performance by Applicant and Wells Fargo under this Agreement and each 
Application, shall be governed by and be construed in accordance with the 
laws of the State of California.  Unless Wells Fargo otherwise specifically 
agrees in writing, each Credit, the opening of each Credit, the performance by
Wells Fargo under each Credit, and the performance by the Beneficiary and any
advising, confirming, negotiating, paying, accepting or other bank under each
Credit, shall be governed by and be construed in accordance with the UCP in 
force on the date of the issuance of each Credit.

     SECTION 21.  JURISDICTION AND SERVICE OF PROCESS.  Any suit, action or 
proceeding against Applicant under or with respect to any Letter of Credit 
Document may, at Wells Fargo's sole option, be brought in (a) the courts of 
the State of California, (b) the United States District Courts in California,
(c) the courts of the jurisdiction of Applicant's incorporation or principal 
office, or (d) the courts of the jurisdiction where any Beneficiary, any 
advising, confirming, negotiating, paying, accepting or other bank, or any 
other person or entity has brought any suit, action or proceeding against 
Wells Fargo with respect to any Credit, any Demand or any Acceptance, and
Applicant hereby submits to the nonexclusive jurisdiction of such courts for 
the purpose of any such suit, action, proceeding or judgment and waives any 
other preferential jurisdiction by reason of domicile.  Applicant further 
agrees that it will accept joinder in any suit, action or proceeding brought 
in any court or jurisdiction against Wells Fargo by any Beneficiary, any 
advising, confirming, negotiating, paying, accepting or other bank or any 
other person or entity with respect to any Credit, any Demand or any 
Acceptance.  Applicant irrevocably waives trial by jury and any objection, 
including, but not limited to, any objection of the laying of venue or any 
objection based on the grounds of forum non conveniens, which Applicant may 
now or hereafter have to the bringing of any such action or proceeding, 
Applicant further waives any right to transfer or change the venue of any 
suit, action or proceeding brought against Applicant by Wells Fargo under or 
in connection with any Letter of Credit Document.  Applicant irrevocably 
consents to the service of process in any action or proceeding in any court 
by the mailing of copies thereof by registered or certified mail, postage 
prepaid, to Applicant at its address specified next to its signature on this
Agreement or at such other address as Applicant shall have notified to Wells 
Fargo in writing, such service to be effective ten (10) days after such 
mailing.

     SECTION 22.  JOINT APPLICANTS.  If this Agreement is signed by more than 
one person or entity, each Applicant agrees that this Agreement and the 
Applications shall be the joint and several agreement of all such Applicants 
and that all references to Applicant in this Agreement and the Applications 
shall refer to all such Applicants jointly and severally.

     SECTION 23.  SEVERABILITY.  Any provision of any Letter of Credit Document 
which is prohibited or unenforceable in any jurisdiction shall be, only as to 
such jurisdiction, ineffective to the extent of such prohibition or 
unenforceability, but all the remaining provisions of such Letter of Credit 
Document and all the other Letter of Credit Documents shall remain valid.

     SECTION 24.  HEADINGS.  The headings used in this Agreement are for 
convenience of reference only and shall not define or limit the provisions of
this Agreement.

     SECTION 25.  COMPLETE AGREEMENT.  This Agreement and the Application for 
each Credit contain the entire agreement of Wells Fargo and Applicant with 
respect to such Credit; provided, however, that such entire agreement will 
also include any written document or instrument signed by Wells Fargo and/or 
Applicant, and approved by Wells Fargo, which specifically references this
Agreement, any Application or any Credit.  Except as specifically provided in 
this Agreement, in any Application or in any written document or instrument 
referred to in the preceding sentence, no statements or representations not 
contained in this Agreement, such Application or such written document or 
instrument shall have any force or effect on this Agreement, such Application or
such written document or instrument.

This Agreement is signed by Applicant's duly authorized representative or 
representatives on the date specified below,


1821 West Iomega Way
Roy, Utah  84067                                                           
    ADDRESS


Date:       July 5, 1995                                         
                                 IOMEGA CORPORATION                            
                                     APPLICANT


                                 By:/s/Leonard C. Purkis

                                   Chief Financial Officer
                                   TITLE