LESSOR: The Terminal Marketing Company, Inc., 151 North Main Street, Suite 300, 
New City, NY, 10956

LESSEE & LOCATION OF EQUIPMENT
Name: Netter Digital Entertainment, Inc.

Address: 611 N. Brand Blvd. 3rd Floor

City: Glendale    State: CA      Zip Code: 91203

                           EQUIPMENT DESCRIPTION

                        SEE EQUIPMENT LIST ATTACHED



EQUIPMENT	LOCATION, IF OTHER THAN AS ABOVE:

No. of      	RENTAL PAYMENT AMOUNT	                    FIRST RENTAL PAYMENT
Months	                                             	Check For This Amount Must
36         36 Monthly Payments of $5,564.00        		Accompany Lease Application
		         Plus Sales Tax of $0.00                   $11,128.00 
           Total $5,564.00                           for the first month and	
		                                                   last 1 Months
               Commencement Date:

I.Lease of Equipment.  Lessee agrees to lease from lessor and, upon acceptance 
hereof by Lessor, Lessor agrees to lease to Lessee, the Equipment, for the 
period commencing with delivery of the Equipment to Lessee and ending upon the 
expiration of the Tenn.  Advance rentals paid by Lessee shall not be refundable 
to Lessee in the event the Term does not commence.
2.	Disclaimer. LESSEE ACKNOWLEDGES THAT LESSOR HAS NOT PARTICIPATED IN THE 
SELECTION OF THE EQUIPMENT AND THAT THE EQUIPMENT IS OF THE TYPE, DESIGN, SIZE,
CAPACITY AND MANUFACTURE SELECTED BY LESSEE.  LESSEE ACKNOWLEDGES THAT LESSOR 
WILL NOT, AND HAS NO OBLIGATION TO, INSPECT THE EQUIPMENT AND THAT LESSOR HAS 
NOT MADE AND WILL NOT MAKE ANY REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR
IMPLIED ON WHICH LESSEE MAY RELY, WITH RESPECT TO THE MERCHANTABILITY, FITNESS, 
SAFETY, CONDITION, QUALITY, DURABILTY OR SUITABILITY FOR LESSEE'S PURPOSES OF 
THE EQUIPMENT IN ANY RESPECT, THE EQUIPMENT'S COMPLIANCE WITH ANY LAW, RULE, 
SPECIFICATION OR CONTRACT PERTAINING THERETO, OR PATENT INFRINGEMENT, LATENT 
DEFECTS, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR IMPLIED. 
LESSEE FURTHER ACKNOWLEDGES THAT LESSOR IS NOT A MANUFACTURER OF, OR MERCHANT OR
DEALER IN, EQUIPMENT OF THE SAME TYPE AS THE EQUIPMENT AND THAT LESSOR HAS NO 
DUTY TO ENFORCE ANY WARRANTIES ON BEHALF OF LESSEE.  LESSOR SHALL NOT BE LIABLE 
TO LESSEE FOR ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED 
DIRECTLY OR INDIRECTLY BY THE EQUIPMENT OR BY ANY INADEQUACY THEREOF OR 
DEFICIENCY OR DEFECT THEREIN, WHETHER DIRECT, INDIRECT, EXEMPLARY OR PUNITIVE., 
WHETHER OR NOT LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3.	Lessee's Representations and Waivers.  Lessor shall have no liability 
for delay in delivery of the Equipment or for Supplier's failure to deliver the 
Equipment or for performance of any other covenant, warranty or representation. 
Lessee shall make any claim for breach of warranty or representation solely 
against Supplier and shall, nevertheless, pay Lessor all Rent and Lessee hereby 
waives any such claims as against Lessor.  Lessor hereby assigns to Lessee, 
solely for the purpose of making and prosecuting any such claim, all of the 
rights which Lessor has against Supplier for breach of warranty or other 
representation.  Lessee understands and agrees that no salesman or other agent 
of Supplier is an agent of Lessor and, therefore, no salesman or agent of 
Supplier is authorized to waive or alter any term or condition of this Lease, 
and no representation as to the Equipment or any other matter by any salesman or
agent of Supplier shall in any way affect Lessee's duty to pay Rent and perform 
its other obligations as set forth in this Lease.  Lessee hereby acknowledges 
receipt of a copy of this Lease.  Lessor agrees to order the Equipment from 
Supplier upon the terms and conditions of the purchase order provided by 
Supplier to Lessee and attached hereto.
     THIS LEASE IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED ON PAGE TWO WHICH
ARE MADE A PART HEREOF AND WHICH LESSEE ACKNOWLEDGES THAT HE HAS READ.

LEASE NO. 2244	                                 THIS IS A NON-CANCELABLE 
                                           LEASE FOR THE TERM INDICATED ABOVE

ACCEPTED:                           		LESSEE Netter Digital Entertainment, Inc.

June 6, 1997                                             DATE June 6, 1997

			                                   THE UNDERSIGNED AFFIRMS THAT HE IS A DULY
			                                   AUTHORIZED CORPORATE OFFICER, PARTNER OR	
                                      PROPRIETOR	OF THE ABOVE NAMED LESSEE.
             		LESSOR
By_____________________               By___________________ Title: COO
		Authorized Signature

                                                           

Lessee hereby authorizes Lessor to insert in this Lease the serial numbers and 
other identification date of the Equipment.  Lessee warrants that the Equipment 
leased is for business use only and not for personal or consumer use and is for 
the sole use of Lessee and Lessee's employees.  Lessee hereby waives a trial by 
jury and the right to interpose any counterclaim, offset, defense or setoff of 
any nature or description whatsoever in any litigation between Lessee and Lessor
with respect to this Lease. 
4. Term; Extensions.  This Lease shall continue in effect with respect to each 
item of Equipment until the expiration of the Tenn with respect to such item of 
Equipment.  Thereafter, this Lease shall continue in effect unless either Party 
terminates this Lease upon written notice given not less than three (3) months 
prior to the date of termination.  This Lease shall not terminate by operation 
of law or otherwise during the Term and thereafter shall terminate only as 
expressly provided herein.
5.	Rent; Net Lease.  Rent will be due and payable in advance with respect to 
each item of Equipment on the first day of each month, commencing on the 
Commencement Date, and shall continue until the return of such item of Equipment
by Lessee to Lessor in accordance with the terms of this Lease.  Charges, if 
any, from the date of acceptance by Lessee to the Commencement Date shall be 
at the daily rate of 1/30th of the monthly Rent and shall be payable in arrears 
on the Commencement Date.  Lessee acknowledges and agrees that (i) this is a net
lease and that all costs, expenses and liabilities in connection with the 
Equipment shall be home by Lessee, (ii) that Lessee's obligation to pay Lessor 
all amounts due hereunder is absolute and unconditional, and (iii) Lessee shall 
not be entitled to any abatement, reduction, set-off, counterclaim, defense or 
deduction with respect to any Rent or other sum payable hereunder. 
6. Maintenance, Lessee shall maintain the Equipment in first class condition in 
accordance with manufacturer's specifications.  Except as expressly provided 
herein, Lessee shall make no repair, alteration, addition or attachment with 
respect to the Equipment without the express prior written consent of Lessor, 
All repairs, alterations, additions, and attachments shall become part of the 
Equipment and shall be the property oflessor.
7.	Location.  Lessee shall not change the location of any item of Equipment 
without the express prior written consent of Lessor, Lessee's use of the 
Equipment shall at all times be in conformity with all applicable laws, all 
warranties pertaining to the Equipment and conditions of any insurance policy 
covering the Equipment.  Lessor shall have the right, upon reasonable prior 
notice to Lessee and during Lessee's regular business hours, to inspect the 
Equipment at the premises of Lessee or wherever the Equipment may be located. 
8. Title.  All Equipment is and shall remain the property of Lessor at all times
hereunder.  At the request of Lessor, Lessee shall execute such further 
instruments and documents as shall be requested by Lessor to protect Lessor's 
title to the Equipment.  Lessee shall affix and shall not remove such plates or 
other markings to the Equipment as Lessor shall request to indicate Lessor's 
ownership of the Equipment.  The Equipment shall at all times remain personal 
property and Lessee shall take all such action as shall be necessary to prevent 
the Equipment from becoming part of the real property on which it is placed, 
including the installation and maintenance of each item of Equipment so that it 
may be removed without damage to such real property. 
9. Transportation and Installation; Redelivety.  Lessee shall pay all 
transportation, insurance, packing, installation, site preparation and other 
charges in connection with the delivery and installation of the Equipment.  At 
the expiration of the Term or any extension thereof, Lessee will, at its 
expense, deliver the Equipment to any place designated by Lessor within the 
Continental United States, freight and insurance prepaid by Lessee, in the same 
condition as when delivered by Lessee, reasonable wear and tear excepted. 
10. Risk of Loss; Insurance.  Lessee hereby assumes all risk of the 
occurrence of a Casualty Event while the Equipment is in transit, in Lessee's 
possession or under Lessee's control.  The occurrence of any Casualty Event 
shall not impair any obligation of Lessee under this Lease.  Lessee shall 
promptly notify Lessor of the occurrence of any Casualty Event.  Lessee agrees 
to keep the Equipment insured to protect all interests of Lessor, at Lessee's 
expense, against all Casualty Events for not less than the unpaid balance of the
lease rentals due hereunder or 80% of the then current value of Equipment, 
whichever is higher and in addition shall obtain and maintain insurance in an 
amount reasonable under the circumstances for public liability and property 
damage.  All such insurance policies and the proceeds therefrom shall be the 
sole property of Lessor and Lessor shall be named as an additional insured and 
additional loss payee in all said policies and as sole loss payee in policies 
insuring the Equipment.  The proceeds of such insurance, whether resulting from 
loss or damage or return premium or otherwise shall be applied toward the 
replacement or repair of the Equipment or the payment of obligations of Lessee 
hereunder, at the option of Lessor.  Lessee hereby appoints Lessor as Lessee's 
attomey-in-fact to make claim for, receive payment of an execute or endorse all 
documents, checks or drafts for loss or damage or return premium under insurance
policies issued on the Equipment.  All such policies shall provide that they may
be canceled only after giving 30 days' prior written notification to Lessor.  
Lessee shall indemnify and hold Lessor harmless from any loss, claim or damage 
to persons or property arising out of Lessee's use, possession or storage of the
Equipment.
11. Past Due Payments.  If payment of any sum due hereunder is not made within 
10 days of the due date, Lessee shall pay to Lessor, as liquidated damages 
occasioned by such delay, an amount calculated at the rate of 5 percent per 
month of such past due balance.  All advances made by Lessor to preserve the 
Equipment or to pay insurance premiums or to discharge and pay any taxes, 
assessments, fees, penalties, liens or encumbrances thereon shall be added to 
the unpaid balance of rentals due hereunder and shall be repayable by Lessee to 
Lessor immediately. 
12. Taxes.  Lessee shall keep the Equipment free and clear of all levies, liens,
charges and encumbrances and shall pay all assessments, license fees, taxes 
(including sales, use, excise, personal property, ad valoren, stwnp, documentary
and other taxes) and all other governmental charges, fees, fines or penalties 
whatsoever, whenever levied and whether payable by Lessor or on relating to (i )
the Equipment or the use, registration, rental, shipment, transportation, 
delivery, ownership or operation thereof, or (ii) this Lease or the Rent or 
other sums payable hereunder and Lessee shall file all returns required 
therefore and fumish copies thereof to Lessor.  On written request from Lessor, 
Lessee agrees to reimburse Lessor for the costs incurred in collecting any 
taxes, assessments or fees for which Lessee is liable hereunder and remitting 
the same to the appropriate authorities, such reimbursement not to exceed 1% of 
the amount of such tax, assessment fee or penalty, or $1 .00, whichever is 
greater.  Lessor may pay such taxes and other amounts and may file such returns 
on behalf of Lessee if Lessee fails to do so as provided herein. 
13. Default; Remedies Upon Default.  Lessee shall be in default hereunder: (a) 
if Lessee fails to pay any sum due hereunder within 10 days after the due date 
thereof; (b) if Lessee fails to perform any non-monetaty covenant and such 
failure continues for 15 days after written notice; (c) if proceedings are 
instituted by or against Lessee under any provision of the Federal Bankruptcy 
Code, insolvency laws or laws relating to the relief of debtors, readjustments, 
compositions or extensions or any other or similar law, or if Lessee makes an 
assignment for the benefit of creditors, of if a receiver, trustee or custodian 
or similar official of Lessee or all or any substantial part of its assets shall
be appointed; (d) if the Equipment or any sum due hereunder becomes subject to 
any lien other than those imposed by or with the express prior written consent 
of Lessor; (e) if Lessee attempts to assign, sublet, hypothecate, mortgage or 
otherwise transfer or grant any security interest in Lessee's rights or interest
under this Lease without the express prior written consent of Lessor; (f) if 
Lessee shall be default under loan or credit agreement; or (g) if Lessee's 
financial condition shall change such that, in Lessor's opinion, Lessor's 
security shall be impaired or Lessor's credit risk shall be increased.  In any 
such event, Lessor may take, concurrently, any action allowed by law and any one
or more of the following actions; (1) proceed by court action to enforce 
performance by Lessee of all provisions hereof and to recover damages for the 
breach thereof, (2) accelerate payment of all Rent due hereunder during the 
balance of the Term or any extension thereof; (3) enter upon the premises of 
Lessee or other premises where the Equipment may be located and take possession 
of the Equipment without notice or legal process and without liability for 
trespass or responsibility for loss of or damage to the Equipment or any 
property attached thereto; and (4) retain all Rent and other sums paid by lessee
hereunder, as well as all insurance proceeds and other sums, if any, then in its
possession which would otherwise be payable to Lessee.  Lessee shall pay all 
costs and expenses incurred by Lessor in exercising any of its rights or 
remedies under this Lease, including expenses of retaking, holding, preparing 
for lease or sale, or leasing and selling of the Equipment, and reasonable 
attorneys' fees and legal expenses.  Any payment received from Lessee may be 
applied by Lessor at any time against any obligation due and owing by Lessee 
under this Lease or any Schedule hereto, in Lessor's sole discretion, 
notwithstanding any statement appearing on or referred to in any remittance from
Lessee or any prior application ofsuch payment.  In the event any bankruptcy 
proceedings are instituted by or against Lessee under the Federal Bankruptcy 
Code within 90 days after receipt by Lessor or any such payment, such payment 
shall be deemed applicable to unpaid obligations then due hereunder in the 
inverse order of maturity.
14.	Assignment by Lessor.  This Lease may be assigned by Lessor without notice 
to Lessee, in which event the assignee shall be entitled to exercise all rights 
and powers, but shall not be chargeable with any obligations or liabilities, of 
Lessor hereunder and all reference hereunder and all references herein to Lessor
shall refer, instead, to such assignee.  Lessor, or Lessor's assignee, may also 
grant a security interest in the Equipment and this Lease.  THE ASSIGNEE'S 
RIGHTS OR THE RIGHTS OF THE HOLDER OF A SECURITY INTEREST IN THIS LEASE SHALL BE
FREE FROM ALL DEFENSES, SETOFFS OR COUNTERCLAIMS WHICH LESSEE MAY BE ENTITLED TO
ASSERT. 
15. Further Assurances.  Lessee agrees to deliver to Lessor, its successors and 
assigns, upon request of Lessor, such certificates, acknowledgments, consents, 
financing statements, opinions of counsel and any other instruments, all in form
and substance satisfactory to Lessor, which Lessor may, in its sole discretion, 
determine to be necessary or proper to confirm any or all of the representations
and agreements made by Lessee hereunder or to facilitate the assignment by 
Lessor of its right, title and interest in an to the Equipment, this Lease or 
the Rent.  Where allowed by law, Lessor may execute and file any financing 
statements on behalf oflessee.
16.	Notices.  All notices and consents shall be in writing and shall be deemed 
given when mailed, postage prepaid, to the address of the Party to whom intended
set forth on the face of this Lease or to such other address as such Party shall
have designated by notice in writing to the other Party.
17.	Choice of Law.  This Lease shall be deemed to have been made in Rockland 
County, New York and shall be governed by the laws of the State of New York.  
Lessee hereby agrees that all actions or proceedings arising directly or 
indirectly from this Lease shall be maintained only in courts within the State 
of New York, and Lessee hereby consents that all services of process may be made
by certified or registered mail, return receipt requested, directed to Lessee at
the address as set forth on the face of this Lease.  Service so made shall be 
complete two (2) days after the same shall have been posted.
18.	Miscellaneous.  This Lease constitutes the entire agreement wnong the 
Parties and may not be changed or canceled orally, but only in writing, signed 
by the Party to be charged.  This Lease shall be binding on the successors and 
assigns of the Parties.  The invalidity or unenforceability of any provision of 
this Lease shall not affect the validity or enforceability or any other 
provision hereof.  The failure to Lessor to enforce performance by Lessee of any
obligation hereunder shall not constitute a waiver of Lessor's right to 
thereafter enforce such performance.
19.	Definitions.
        "Casualty Event" - damage, destruction, loss theft, seizure, taking by 
         eminent domain or similar event with respect to the Equipment.
        "Commencement Date" - with respect to each item ofequipment, the date 
         specified on page one ofthis Lease as the "Commencement Date".
        "Equipment" - those items of equipment described on page one of this 
         Lease and in any Schedules.
        "Lessee" - the corporation, partnership or individual so designated on 
         page one of this Lease.
        "Lessor" - the corporation so designated on page one of this lease.
        "Party" - Lessor or Lessee.
        "Rent" - the monthly charge set forth on page one of this Lease, or any 
         Schedule, payable by Lessee to Lessor for the use of the Equipment 
         during the Term and all extensions thereof.
        "Schedules" - those pages annexed to this Lease and designated 
         "Schedules".
        "Term" - with respect to each item of Equipment, the period commencing 
         on the Commencement Date and ending on the last day of the month which 
         is the number of months specified on page one of this lease.


                                         Lessee Initials______________

LESSOR: The Terminal Marketing Company Inc., 151 North Main Street, Suite 300, 
New City, NY, 10956

LESSEE & LOCATION OF EQUIPMENT
Name: Netter Digital Entertainment, Inc.

Address: 611 N. Brand Blvd. 3rd Floor

City: Glendale       State: CA     Zip Code: 91203

                             EQUIPMENT DESCRIPTION

                          SEE EQUIPMEENT LIST ATTACHED

EQUIPMENT	LOCATION, IF OTHER THAN AS ABOVE:

No. of      	RENTAL PAYMENT AMOUNT	                  FIRST RENTAL PAYMENT
Months                                        	   	  Check For This Amount Must
36       36 Monthly Payments of $5,763.00        		  Accompany Lease Application
         Plus Sales Tax of $0.00 Total $5,763.00	    $ 11,526.00
                                                  			for the first month and
                                                     Last 1 Months
                   Commencement Date:


I.Lease of Equipment.  Lessee agrees to lease from lessor and, upon acceptance 
hereof by Lessor, Lessor agrees to lease to Lessee, the Equipment, for the 
period commencing with delivery of the Equipment to Lessee and ending upon the 
expiration of the Term.  Advance rentals paid by Lessee shall not be refundable 
to Lessee in the event the Term does not commence.
2.	Disclaimer. LESSEE ACKNOWLEDGES THAT LESSOR HAS NOT PARTICIPATED IN THE 
SELECTION OF THE EQUIPMENT AND THAT THE EQUIPMENT IS OF THE TYPE, DESIGN, SIZE, 
CAPACITY AND MANUFACTURE SELECTED BY LESSEE.  LESSEE ACKNOWLEDGES THAT LESSOR 
WILL NOT, AND HAS NO OBLIGATION TO, INSPECT THE EQUIPMENT AND THAT LESSOR HAS 
NOT MADE AND WILL NOT MAKE ANY REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR 
IMPLIED ON WHICH LESSEE MAY RELY, WITH RESPECT TO THE MERCHANTABILITY, FITNESS, 
SAFETY, CONDITION, QUALITY, DURABILTY OR SUITABILITY FOR LESSEEIS PURPOSES OF 
THE EQUIPMENT IN ANY RESPECT, THE EQUIPMENT'S COMPLIANCE WITH ANY LAW, RULE, 
SPECIFICATION OR CONTRACT PERTAINING THERETO, OR PATENT INFRINGEMENT, LATENT 
DEFECTS, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR IMPLIED.
LESSEE FURTHER ACKNOWLEDGES THAT LESSOR IS NOT A MANUFACTURER OF, OR MERCHANT OR
DEALER IN, EQUIPMENT OF THE SAME TYPE AS THE EQUIPMENT AND THAT LESSOR HAS NO 
DUTY TO ENFORCE ANY WARRANTIES ON BEHALF OF LESSEE.  LESSOR SHALL NOT BE LIABLE 
TO LESSEE FOR ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED 
DIRECTLY OR INDIRECTLY BY THE EQUIPMENT OR BY ANY INADEQUACY THEREOF OR 
DEFICIENCY OR DEFECT THEREIN, WHETHER DIRECT, INDIRECT, EXEMPLARY OR PUNITIVE., 
WHETHER OR NOT LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3.	Lessee's Representations and Waivers.  Lessor shall have no liability for 
delay in delivery of the Equipment or for Supplier's failure to deliver the 
Equipment or for performance of any other covenant, warranty or representation. 
Lessee shall make any claim for breach of warranty or representation solely 
against Supplier and shall, nevertheless, pay Lessor all Rent and Lessee hereby 
waives any such claims as against Lessor.  Lessor hereby assigns to Lessee, 
solely for the purpose of making and prosecuting any such claim, all of the 
rights which Lessor has against Supplier for breach of warranty or other 
representation.  Lessee understands and agrees that no salesman or other agent 
of Supplier is an agent of Lessor and, therefore, no salesman or agent of 
Supplier is authorized to waive or alter any term or condition of this Lease, 
and no representation as to the Equipment or any other matter by any salesman or
agent of Supplier shall in any way affect Lessee's duty to pay Rent and perform 
its other obligations as set forth in this Lease.  Lessee hereby acknowledges 
receipt of a copy of this Lease.  Lessor agrees to order the Equipment from 
Supplier upon the terms and conditions of the purchase order provided by 
Supplier to Lessee and attached hereto.

     THIS LEASE IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED ON PAGE TWO WHICH
ARE MADE A PART HEREOF AND WHICH LESSEE ACKNOWLEDGES THAT HE HAS READ.

LEASE NO. 2256                                      	THIS IS A NON-CANCELABLE 
                                              LEASE FOR THE TERM INDICATED ABOVE

ACCEPTED:                             LESSEE: Netter Digital Entertainment, Inc.

June 13, 1997                                               Date: June 13, 1997

                                      THE UNDERSIGNED AFFIRMS THAT HE IS A DULY
                                      AUTHORIZED CORPORATE OFFICER, PARTNER OR 
                                      PROPRIETOR OF THE ABOVE NAMED LESSEE.
                    LESSOR
By________________________            By:______________________Title: COO
    Authorized Signature
                                           
Refer to above for conditions