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                                     EXHIBIT
                                      10.49



    Secured Promissory Note, dated January 9, 1998, in the original principal
     amount of $200,000 from Angeles Acquisition Corp. to Congress Financial
                             Corporation (Western).


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                              TERM PROMISSORY NOTE

$200,000                                               LOS ANGELES, CALIFORNIA
                                                       JANUARY 9, 1998

         FOR VALUE RECEIVED, ANGELES ACQUISITION CORP., a Delaware corporation
(the "Debtor"), hereby unconditionally promises to pay to the order of CONGRESS
FINANCIAL CORPORATION (Western), a California corporation (the "Payee"), at the
offices of Payee at 225 South Lake Avenue, Suite 1000, Pasadena, California
91101, or at such other place as the Payee or any holder hereof may from time to
time designate, the principal sum of TWO HUNDRED THOUSAND DOLLARS ($200,000) in
lawful money of the United States of America and in immediately available funds,
in TEN (10) consecutive monthly installments (or earlier as hereinafter
provided) on the first day of each month commencing FEBRUARY 1, 1998 of which
the first NINE (9) installments shall each be in the amount of TWENTY THOUSAND
DOLLARS ($20,000), and the last installment shall be in the amount of the entire
unpaid balance of this Note.

         Debtor hereby further promises to pay interest to the order of Payee on
the unpaid principal balance hereof at the Interest Rate. Such interest shall be
paid in like money at said office or place from the date hereof, commencing
FEBRUARY 1, 1998 and on the first day of each month thereafter until the
indebtedness evidenced by this Note is paid in full. Interest payable upon and
after an Event of Default which is continuing or termination or non-renewal of
the Loan Agreement shall be payable upon demand.

         (a) the term "Interest Rate" shall mean, as to Prime Rate Loans, a rate
of 0.75% per annum in excess of the Prime Rate, and as to Eurodollar Rate Loans,
a rate of 2.75% per annum in excess of the Adjusted Eurodollar Rate; provided,
that, at Payee's option, the Interest Rate shall mean a rate of 2.75% per annum
in excess of the Prime Rate as to Prime Rate Loans and a rate of 4.75% percent
per annum in excess of the Adjusted Eurodollar Rate as to Eurodollar Rate Loans
upon and after an Event of Default or termination or non-renewal of the Loan
Agreement, (b) the term "Prime Rate" shall mean the rate from time to time
publicly announced by CoreStates Bank, N.A., or its successors, at its office in
Philadelphia, Pennsylvania, as its prime rate, whether or not such announced
rate is the best rate available at such bank, (c) the term "Event of Default"
shall mean an Event of Default as such term is defined in the Loan Agreement,
and (d) the term "Loan Agreement" shall mean the Loan and Security Agreement,
dated JANUARY 9, 1998, between Debtor and Payee, as the same now exists or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced. Unless otherwise defined herein, all capitalized terms used herein
shall have the meaning assigned thereto in the Loan Agreement. The right of the
Borrower to request that Prime Rate Loans be converted to Eurodollar Rate Loans
is subject to the restrictions set forth in the Loan Agreement.

         The Interest Rate applicable to Prime Rate Loans payable hereunder
shall increase or decrease by an amount equal to each increase or decrease,
respectively, in the Prime Rate, effective on the first day of the month after
any change in the Prime Rate is announced. The increase or decrease shall be
based on the Prime Rate in effect on the last day of the month in which any such
change occurs.Interest shall be calculated on the basis of a three hundred sixty

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(360) day year and actual days elapsed. In no event shall the interest charged
hereunder exceed the maximum permitted under the laws of the State of California
or other applicable law.

         This Note is issued pursuant to the terms and provisions of the Loan
Agreement to evidence the Term Loan by Payee to Debtor. This Note is secured by
the Collateral described in the Loan Agreement and all notes, guarantees,
security agreements and other agreements, documents and instrument now or at any
time hereafter executed and/or delivered by Debtor or any other party in
connection therewith (all of the foregoing, together with the Loan Agreement, as
the same now exist or may hereafter be amended, modified, supplemented, renewed,
extended, restated or replaced, being collectively referred to herein as the
"Financing Agreements"), and is entitled to all of the benefits and rights
thereof and of the other Financing Agreements. At the time any payment is due
hereunder, at its option, Payee may charge the amount thereof to any account of
Debtor maintained by Payee.

         If any payment of principal or interest is not made when due hereunder,
or if any other Event of Default shall occur for any reason, or if the Loan
Agreement shall be terminated or not renewed for any reason whatsoever, then and
in any such event, in addition to all rights and remedies of Payee under the
Financing Agreements, applicable law or otherwise, all such rights and remedies
being cumulative, not exclusive and enforceable alternatively, successively and
concurrently, Payee may, at its option, declare any or all of Debtor's
obligations, liabilities and indebtedness owing to Payee under the Loan
Agreement and the other Financing Agreements (the "Obligations"), including,
without limitation, all amounts owing under this Note, to be due and payable,
whereupon the then unpaid balance hereof, together with all interest accrued
thereon, shall forthwith become due and payable, together with interest accruing
thereafter at the then applicable Interest Rate stated above until the
indebtedness evidenced by this Note is paid in full, plus the costs and expenses
of collection hereof, including, but not limited to, reasonable attorneys' fees
and legal expenses.

         Debtor (i) waives diligence, demand, presentment, protest and notice of
any kind, (ii) agrees that it will not be necessary for Payee to first institute
suit in order to enforce payment of this Note and (iii) consents to any one or
more extensions or postponements of time of payment, release, surrender or
substitution of collateral security, or forbearance or other indulgence, without
notice or consent. The pleading of any statute of limitations as a defense to
any demand against Debtor is expressly hereby waived by Debtor. Upon any Event
of Default or termination or non-renewal of the Loan Agreement, Payee shall have
the right, but not the obligation to setoff against this Note all money owed by
Payee to Debtor.

         Payee shall not be required to resort to any Collateral for payment,
but may proceed against Debtor and any guarantors or endorsers hereof in such
order and manner as Payee may choose. None of the rights of Payee shall be
waived or diminished by any failure or delay in the exercise thereof.

         The validity, interpretation and enforcement of this Note and the other
Financing Agreements and any dispute arising in connection herewith or therewith
shall be governed by the internal laws of the State of California (without
giving effect to principles of conflicts of law).

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         Debtor irrevocably consents and submits to the non-exclusive
jurisdiction of the Los Angeles County Superior Court and the United States
District Court for the Central District of California and waives any objection
based on venue or forum non conveniens with respect to any action instituted
therein arising under this Note or any of the other Financing Agreements or in
any way connection with or related or incidental to the dealings of Debtor and
Payee in respect of this Note or any of the other Financing Agreements or the
transactions related hereto or thereto, in each case whether now existing or
hereafter arising, and whether in contract, tort, equity or otherwise, and
agrees that any dispute arising out of the relationship between Debtor and Payee
or the conduct of such persons in connection with this Note or otherwise shall
be heard only in the courts described above (except that Payee shall have the
right to bring any action or proceeding against Debtor or its property in the
courts of any other jurisdiction which Payee deems necessary or appropriate in
order to realize on the Collateral or to otherwise enforce its rights against
Debtor or its property).

         Debtor hereby waives personal service of any and all process upon it
and consents that all such service of process may be made by certified mail
(return receipt requested) directed to it and service so made shall be deemed to
be completed five (5) days after the same shall have been so deposited in the
U.S. mails, or, at Payee's option, by service upon Debtor in any other manner
provided under the rules of any such courts. Within thirty (30) days after such
service, Debtor shall appear in answer to such process, failing which Debtor
shall be deemed in default and judgment may be entered by Payee against Debtor
for the amount of the claim and other relief requested.

         DEBTOR WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION (i) ARISING UNDER THIS NOTE OR (ii) IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS BETWEEN DEBTOR AND PAYEE IN RESPECT OF
THIS NOTE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED
HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. DEBTOR AGREES AND CONSENTS THAT
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY.

         The execution and delivery of this Note has been authorized by the
Board of Directors and by any necessary vote or consent of the stockholders of
Debtor. Debtor hereby authorizes Payee to complete this Note in any particulars
according to the terms of the loan evidenced hereby.

         This Note shall be binding upon the successors and assigns of Debtor
and inure to the benefit of Payee and its successors, endorsees and assigns.
Whenever used herein, the term "Debtor" shall be deemed to include its
successors and assigns and the term "Payee" shall be deemed to include its
successors, endorsees and assigns. If any term or provision of this Note shall
be held invalid, illegal or unenforceable, the validity of all other terms and
provisions hereof shall in no way be affected thereby.

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                                       ANGELES ACQUISITION CORP.
ATTEST:

--------------------------------       By    /s/ Christian W. Wolf
         Secretary                           ---------------------------------
                                       Title     CEO
                                             ---------------------------------