VARIABLE RATE-INSTALLMENT NOTE


AMOUNT              NOTE DATE          MATURITY DATE     TAX IDENTIFICATION
$160,000.00       JUNE 30, 1997        JUNE 30, 1999       94 -3 112 028

For Value Received, the undersigned promise(s) to pay to the order of COMERICA
BANK-CALIFORNIA ("Bank'), at any office of the Bank in the State of California
ONE HUNDRED SIXTY THOUSAND AND NO/100 Dollars (U.S.) In installments of
$6,666.67 each [  ] INCLUSIVE OF [x] PLUS interest on the unpaid balance from
the date of this Note at a per annum rate equal to-the Bank's base rate from
time to time in effect  PLUS 2.500 % per annum until maturity, whether by
acceleration or otherwise, or until Default, as later defined, and after that at
a default rate equal to the rate of Interest otherwise prevailing under this
Note plus 3% per annum (but in no event in excess of the maximum rate permitted
by law).  Interest shall be calculated for the actual number of days the
principal is outstanding on the basis of a 360 day year if this Note evidences a
business or commercial loan or a 365 day year if a consumer loan.  The Bank's
"base rate" is that annual rate of interest so designated by the Bank and which
is changed by the Bank from time to time.  Interest rate changes will be
effective for Interest computation purposes as and when the Bank's base rate
changes.

Installments of principal and accrued interest due under this Note shall be
payable on the 30TH day of each MONTH commencing JULY 30, 1997, and the entire
remaining unpaid balance of principal and accrued interest shall be payable-on
the Maturity as set forth above.  It the frequency of principal and interest
installments is not otherwise specified, Installments of principal and interest
due under this Note shall be payable monthly on the first day of each month.

In the event the periodic installments set forth above are inclusive of
Interest, these installments are calculated at an assumed fixed interest rate
and an assumed amortization term.  The amortization term ends on (if left blank,
the amortization terms ends on the Maturity Date).  In the event this Note
evidences a business or commercial loan and the Bank's base rate changes, the
Bank, at its sole option, may from time to time recalculate the periodic
Installment amount so that the remaining periodic Installments will fully
amortize the remaining loan balance within the remaining amortization term in
equal Installments at the interest rate then being charged under this Note.  THE
UNDERSIGNED AGREE(S) TO PAY THE PERIODIC INSTALLMENTS AS THEY MAY BE
RECALCULATED BY THE BANK, AT THE BANK'S SOLE OPTION, FROM TIME TO TIME AND
ACKNOWLEDGE(S) THAT A RECALCULATION SHALL NOT AFFECT THE MATURITY DATE OR THE
OTHER TERMS AND PROVISIONS OF THIS NOTE.  If this Note or any installment under
this Note shall become payable on a day other than a day on which the Bank Is
open for business, this payment may be extended to the next succeeding business
day and Interest shall be payable at the rate specified in this Note during this
extension.  Any payments of principal in excess of the installment payments
required under this Note need not be accepted by the Bank (except as required
under applicable law), but If accepted shall apply to the installments last
falling due.  A late Installment charge equal to 5% of each late installment may
be charged on any Installment payment not received by the Bank within 10
calendar days after the installment due date, but acceptance of payment of this
charge shall not waive any default under this Note.

This Note and any other Indebtedness and liabilities of any kind of the
undersigned (or any of them) to the Bank, and any and all modifications,
renewals or extensions of it, whether joint or several, contingent or absolute,
now existing or later arising, and however evidenced (collectively
"Indebtedness') are secured by and the Bank Is granted a security interest in
all items deposited in any account of any of the undersigned with the Bank and
by all proceeds of these items (cash or otherwise), all account balances of any
of the undersigned from time to time with the Bank, by all property of any of
the undersigned from time to time in the possession of the Bank and by any other
collateral, rights and properties described in each and every deed of trust,
mortgage, security agreement, pledge, assignment and other agreement which has
been, or will at any time(s) later be, executed by any (or all) of the
undersigned to or for the benefit of the Bank (collectively "Collateral'). 
Notwithstanding the above, (i) to the extent that any portion of the
Indebtedness is a consumer loan, that portion shall not be secured by any deed
of trust or mortgage on or other security interest In any of the undersigned's
principal dwelling or in of the undersigned's real property which is not a
purchase money security interest as to that. portion, unless expressly provided
or (ii) if the undersigned (or any of them) has (have) given or give(s) Bank a
deed of trust or trust or mortgage shall not secure this Note or any other
indebtedness of the undersigned (or any of them), unless expressly provided to
the contrary in another place.

If the undersigned (or any of them) or any guarantor under a guaranty of all or
part of the Indebtedness ("guarantor') (a) fail(s) to pay this Note or any of
the Indebtedness when due, by maturity, acceleration or otherwise, or fail(s) to
pay any Indebtedness owing on a demand basis upon demand; or (b) fail(s) to
comply with any of the terms or provisions of any agreement between the
undersigned (or any of them) or any guarantor and the Bank; or (c) become(s)
insolvent or the subject of a voluntary or involuntary proceeding In bankruptcy,
or a reorganization, arrangement or creditor composition proceeding, (if a
business entity) cease(s) doing business as a going concern, (if a natural
person) die(s) or become(s) Incompetent, (if a partnership) dissolves) or any
general partner of it dies, becomes incompetent or becomes the subject of a
bankruptcy proceeding or (if a corporation or a limited liability company) Is
the subject of a dissolution, merger or consolidation: or (d) If any warranty or
representation made by any of the undersigned or any guarantor in connection
with this Note or any of the Indebtedness shall be discovered to be untrue or
incomplete; or (e) If there is any termination, notice of termination, or breach
of any guaranty, pledge, collateral assignment or subordination agreement
relating to all or any part of the Indebtedness; or (f)  If there is any failure
by any of the undersigned or any guarantor to pay when due any of Its
indebtedness (other than to the Bank) or In the observance or performance of any
term, covenant or condition In any document evidencing, securing or relating to
such Indebtedness; or (g) If the Bank deems Itself Insecure, believing that the
prospect of payment of this Note or any of the Indebtedness is Impaired or shall
fear deterioration, removal or waste of any of the Collateral; or (h) if there
Is filed or Issued a levy or writ of attachment or garnishment or other like
judicial progress upon the undersigned (or any of them) or any guarantor or any
of the Collateral, Including without limit, any accounts of the undersigned (or
any of them) or any guarantor with the Bank, then the Bank, upon the occurrence
of any of these events (each a "Default'), may at Its option and without prior
notice to the undersigned (or any of them), declare any or all of the
Indebtedness to be immediately due and payable (notwithstanding any provisions
contained In the evidence thereof to the contrary), sell or liquidate all or any
portion of the Collateral, set off against the Indebtedness any amounts owing by
the Bank to the undersigned (or any of them), charge interest at the default
rate provided in the document evidencing the relevant Indebtedness and exercise
any one or more of the rights and remedies granted to the Bank by any agreement
with the undersigned (or any of them) or given to It under applicable law.  In
addition, if this Note is secured by a deed of trust or mortgage covering real
property, then the trustor or mortgagor shall not mortgage or pledge the
mortgaged premises as security for any other indebtedness or obligations.  This
Note, together with all other Indebtedness secured by said deed of trust or
mortgage, shall become due and payable immediately, without notice, at the
option of the Bank, (a) if said trustor or mortgagor shall mortgage or pledge
the mortgaged premises for any other Indebtedness or obligations or shall
convey, assign or transfer the mortgaged promises by deed, Installment sale
contact or other Instrument, or (b) If the title to the mortgaged premises shall
become vested In any other person or party in any manner whatsoever, or (c) If
there Is any disposition (through one or more transactions) of legal or
beneficial title to a controlling Interest of said trustor or mortgagor.  All
payments under this Note shall be in immediately available United States funds,
without setoff or counterclaim.

If this Note is signed by two or more parties (whether by all as makers or by
one or more as an accommodation party or otherwise), the obligations and
undertakings under this Note shall be that of all and any two or more jointly
and also of each severally.  This Note shall bind the undersigned, and the
undersigned's respective heirs, personal representatives, successors and
assigns.

The undersigned waive(s) presentment, demand, protest, notice of dishonor, 
notice of demand or intent to demand, notice of acceleration or Intent to
accelerate, and all other notices and agree(s) that no extension or Indulgence
 to the undersigned (or any of them) or release, substitution or nonenforcement 
f any security, or release or substitution of any of the undersigned, any
guarantor or any other party, whether with or without notice, shall affect the
obligations of any of the undersigned.  The undersigned waive(s) all defenses or
right to discharge available under Section 3-605 of the California Uniform
Commercial Code and waive(s) all other suretyship defenses or right to
discharge.  The undersigned agree(s) that the Bank has the right to sell,
assign, or grant participations, or any interest, In any or all of the
Indebtedness, and that, In connection with this right, but without limiting Its
ability to make other disclosures to the full extent allowable, the Bank may
disclose all documents and information which the Bank now or later has relating
to the undersigned or the Indebtedness.  The undersigned agree(s) that the Bank
may provide Information relating to this Note or to the undersigned to the
Bank's parent, affiliates, subsidiaries and service providers.

The undersigned agree(s) to reimburse the holder or owner of this Note for any
and all costs and expenses (including without limit, court costs, legal expenses
and reasonable attorney fees, whether Inside or outside counsel Is used, whether
or not suit Is Instituted and, If suit Is instituted, whether at the trial court
level, appellate level, In a bankruptcy, probate or administrative proceeding or
otherwise) Incurred in collecting or attempting to collect this Note or incurred
In any other matter or proceeding relating to this Note.

The undersigned acknowledge(s) and agree(s) that there are no contrary
agreements, oral or written, establishing a term of this Note and agree(s) that
the terms and conditions of this Note may not be amended, waived or modified
except In a writing signed by an officer of the Bank expressly stating that the
writing constitutes an amendment, waiver or modification of the terms of this
Note.  As used In this Note, the word "undersigned" means, Individually and
collectively, each maker, accommodation party, endorser and other party signing
this Note In a similar capacity.  If any provision of this Note is unenforceable
in whole or part for any reason, the remaining provisions shall continue to be
effective.  THIS NOTE IS MADE IN THE STATE OF CALIFORNIA AND SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

THE MAXIMUM INTEREST RATE SHALL NOT EXCEED THE HIGHEST APPLICABLE USURY CEILING.

THE UNDERSIGNED AND THE BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A
CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED.  EACH PARTY, AFTER CONSULTING (OR
HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY
AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY
IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN
ANYWAY RELATED TO, THIS NOTE OR THE INDEBTEDNESS.




For Corporations, Partnerships, Trust, or Estates

VIDESSENCE, INC.	                      By:  /s	            Its:   President
OBLIGOR  NAME TYPED/PRINTED         SIGNATURE OF             TITLE

189 AIRPORT BLVD,	                      By:  /s                             Its:
STREET ADDRESS	                      SIGNATURE OF                  TITLE

BURLINGAME	                                       By:  /s                Its:
CITY	                                             SIGNATURE OF	       TITLE


CA	94010	                                        By:                     Its:
STATE	ZIP CODE	                        SIGNATURE OF                   TITLE











For Individuals or Sole Proprietorships
Name(s) of Obligor(s)(Type or Print):                    Signature(s) of 
Obligor(s):


STREET ADDRESS


CITY


STATE                                ZIP CODE


			For Bank Use Only	CCAR
	Loan Officer Initials              Loan Group Name            Obligor(s) Name
WILLIAM A. STEVENS	METRO PENINSULA      VIDESSENCE, INC.
	Loan Officer I.D. No.     Loan Group No.     Obligor #     Amount
	1 48200	95745		                                                   160,000.00 
CA00181 (12-94)


LOAN & SECURITY AGREEMENT (ACCOUNTS AND INVENTORY)


OBLIGOR #    NOTE    AGREEMENT DATE
                                           JUNE 30, 1997

CREDIT LIMIT       INTEREST RATE      OFFICER NO./INITIALS
$750,000.00              B+2.00%  10.50%        48200        WILLIAM STEVENS

THIS AGREEMENT is entered into on JUNE 30, 1997 between COMERICA BANK-CALIFORNIA
("Bank") as secured party, whose Headquarter Office is 333 WEST SANTA CLARA
STREET, SAN JOSE, CA and VIDESSENCE, INC. ("Borrower"), a CALIFORNIA CORPORATION
whose sole place of business (if it has only one), chief executive office (if it
has more than one place of business) or residence (if an individual) is located
at 189 AIRPORT BLVD., BURLI NGAME, CA.   The parties agree as follows:

1.	DEFINITIONS

  1.1 "Agreement" as used in this Agreement means and includes this Loan &
 Security Agreement (Accounts and Inventory), any concurrent or subsequent
rider to this Loan & Security Agreement (Accounts and Inventory) and any
extensions, supplements, amendments or modifications to this Loan &
Security Agreement (Accounts and Inventory) and to any such rider.

  1.2 "Bank Expenses" as used in this Agreement means and includes: all
costs or expenses required to be paid by Borrower under this Agreement
which are paid or advanced by Bank; taxes and insurance premiums of every
nature and kind of Borrower paid by Bank; filing, recording, publication
and search fees, appraiser fees, auditor fees and costs, and title
insurance premiums paid or incurred by Bank in connection with Bank's
transactions with Borrower; costs and expenses incurred by Bank in
collecting the Receivables (with or without suit) to correct any default or
enforce any provision of this Agreement, or in gaining possession of,
maintaining, handling, preserving, storing, shipping, selling, disposing
of, preparing for sale and/or advertising to sell the Collateral, whether
or not a sale is consummated; costs and expenses of suit incurred by Bank
in enforcing or defending this Agreement or any portion hereof, including,
but not limited to, expenses incurred by Bank in attempting to obtain
relief from any stay, restraining order, injunction or similar process
which prohibits Bank from exercising any of its rights or remedies; and
attorneys' fees and expenses incurred by Bank in advising, structuring,
drafting, reviewing, amending, terminating, enforcing, defending or
concerning this Agreement, or any portion hereof or any agreement related
hereto, whether or not suit is brought.  Bank Expenses shall include Bank's
in-house legal charges at reasonable rates.

  1.3 "Base Rate" as used in this Agreement means that variable rate of\
interest so announced by Bank at its headquarters office in San Jose,
California as its "Base Rate" from time to time and which serves as the
basis upon which effective rates of interest are calculated for those loans
making reference thereto.

  1.4 "Borrower's Books" as used in this Agreement means and includes all
of the Borrower's books and records including but not limited to: minute
books; ledgers; records indicating, summarizing or evidencing Borrower's
assets, liabilities, Receivables, business operations or financial
condition, and all information relating thereto, computer programs;
computer disk or tape files; computer printouts; computer runs; and other
computer prepared information and equipment of any kind.

  1.5 "Borrowing Base" as used in this Agreement means the sum of: 
(1)   EI GHTY percent   (80.00%) of the net amount of Eligible Accounts
after deducting therefrom all payments, adjustments and credits applicable
thereto ("Accounts Receivable Borrowing Base"); and (2) the amount, if any,
of the advances against Inventory agreed to be made pursuant to any
Inventory Rider ("Inventory Borrowing Base"), or other rider, amendment or
modification to this Agreement, that may now or hereafter be entered into
by Bank and Borrower.

  1.6 "Cash Flow" as used in this Agreement means for any applicable period
of determination, the Net Income (after deduction for income taxes and
other taxes of such person determined by reference to income or profits of
such person) for such period, plus, to the extent deducted in computation
of such Net Income, the amount of depreciation and amortization expense and
the amount of deferred tax liability during such period, all as determined
in accordance with GAAP.  The applicable period of determination will be
N/A beginning with the period from         to                  .

  1.7 "Collateral" as used in this Agreement means and includes each and
all of the following: the Receivables; the Intangibles; the negotiable
collateral, the Inventory; all money, deposit accounts and all other assets
of Borrower in which Bank receives a security interest or which hereafter
come into the possession, custody or control of Bank; and the proceeds of
any of the foregoing, including, but not limited to, proceeds of insurance
covering the collateral and any and all Receivables, Intangibles,
negotiable collateral, Inventory, equipment, money, deposit accounts or
other tangible and intangible property of borrower resulting from the sale
or other disposition of the collateral, and the proceeds thereof. 
Notwithstanding anything to the contrary contained herein, collateral shall
not include any waste or other materials which have been or may be
designated as toxic or hazardous by Bank.

  1.8 "Credit" as used in this Agreement means all Obligations, except
those obligations arising pursuant to any other separate contract,
instrument, note, or other separate agreement which, by its terms, provides
for a specified interest rate and term.

  1.9 "Current Assets" as used in this Agreement means, as of any
applicable date of determination, all cash, nonaffiliated customer
receivables, United States government securities, claims against the United
States government, and inventories.

  1.10 "Current Liabilities" as used in this Agreement means, as of any
applicable date of determination, (i) all liabilities of a person that
should be classified as current in accordance with GAAP, including without
limitation any portion of the principal of the Indebtedness classified as
current, plus (ii) to the extent not otherwise included, all liabilities of
the Borrower to any of its affiliates whether or not classified as current
in accordance with GAAP.

  1.11 "Daily Balance" as used in this Agreement means the amount
determined by taking the amount of the Credit owed at the beginning of a
given day, adding any new Credit advanced or incurred on such date, and
subtracting any payments or collections which are deemed to be paid and are
applied by Bank in reduction of the Credit on that date under the
provisions of this Agreement.

  1.12 "Eligible	Accounts" as used in this Agreement means and includes
those accounts of Borrower which are due and payable within THIRTY (30)
days, or less, from the date of invoice, have been validly assigned to
Bank and strictly comply with all' of Borrower's warranties and
representations to Bank; but Eligible Accounts :hall not include the
following: (a) accounts with respect to which the account debtor is an
officer, employee, partner, joint venturer or agent of Borrower; (b)
accounts with respect to which goods are placed on consignment, guaranteed
sale or other terms by reason of which the payment by the account debtor
may be conditional; (c) accounts with respect to which the account debtor
is not a resident of the United States; (d) accounts with respect to which
the account debtor is the United States or any department, agency or
instrumentality of the United States; (e) accounts with respect to which
the account debtor is any State of the United States or any city, county,
town, municipality or division thereof; (f) accounts with respect to which
the account debtor is a subsidiary of, related to, affiliated or has
common shareholders, officers or directors with Borrower; (g) accounts
with respect to which Borrower is or may become liable to the account
debtor for goods sold or services rendered by the account debtor to
Borrower; (h) accounts not paid by an account debtor within ninety (90)
days from the date of the invoice; (i) accounts with respect to which
account debtors dispute liability or make any claim, or haveany
defense, crossclaim, counterclaim, or offset; (j) accounts with respect to
which any Insolvency Proceeding is filed by or against the account debtor,
or if an account debtor becomes insolvent, fails or goes out of business;
and (k) accounts owed by any single account debtor which exceed twenty
percent (20%) of all of the Eligible Accounts; and (1) accounts with a
particular account debtor on which over twenty-five percent (25%) of the
aggregate amount owing is greater than ninety (90) days from the date of
the invoice.

  1.13 "Event of Default" as used in this Agreement means those events
described in Section 7 contained herein below.

  1.14 "Fixed Charges" as used in this Agreement means and includes for any
applicable period of determination, the sum, without duplication, of (a)
all interest paid or payable during such period by a person on debt of such
person, plus (b) all payments of principal or other sums paid or payable
during such period by such person with respect to debt of such person
having a final maturity more than one year from the date of creation of
such debt, plus (c) all debt discount and expense amortized or required to
be amortized during such period by such person, plus (d) the maximum amount
of all rents and other payments paid or required to be paid by such person
during such period under any lease or other contract or arrangement
providing for use of real or personal property in respect of which such
person is obligated as a lessee, use or obligor, plus (e) all dividends and
other distributions paid or payable by such person or otherwise
accumulating during such period on any capital stock of such person, plus
(f) all loans or other advances made by such person during such period to
any Affiliate of such person.  The applicable period of determination will
be   N/A   , beginning with the period from                                  
to                         .

  1.15 "GAAP" as used in this Agreement means as of any applicable period,
generally accepted accounting principles in effect during such period.

  1.16 "Insolvency Proceeding" as used in this Agreement means and includes
any proceeding or case commenced by or against the Borrower, or any
guarantor of Borrower's Obligations, or any of Borrower's account debtors,
under any provisions of the Bankruptcy Code, as amended, or any other
bankruptcy or insolvency law, including but not limited to assignments for
the benefit of creditors, formal or informal moratoriums, composition or
extensions with some or all Creditors, any proceeding seeking a
reorganization, arrangement or any other relief under the Bankruptcy code,
as amended, or any other bankruptcy or insolvency law.

  1.17 "Intangibles" as used in this Agreement means and includes all of
Borrower's present and future general Intangibles and other personal
property (including, without limitation, any and all rights in any legal
proceedings, goodwill, patents, trade names, copyrights, trademarks,
blueprints, drawings, purchase orders, computer programs, computer disks,
computer tapes, literature, reports, catalogs and deposit accounts) other
than goods and Receivables, as well as Borrower's Books relating to any of
the foregoing.

  1.18 "Inventory" as used in this Agreement means and includes all present
and future inventory in which Borrower has any interest, including, but not
limited to, goods held by Borrower for sale or lease or to be furnished
under a contract of service and all of Borrower's present and future raw
materials, work in process, finished goods, advertising materials, and
packing and shipping materials, wherever located and any documents of title
representing any of the above, and any equipment, fixtures or other
property used in the storing, moving, preserving, identifying, accounting
for and shipping or preparing for the shipping of inventory, and any and
all other items hereafter acquired by Borrower by way of substitution,
replacement, return, repossession or otherwise, and all additions and
accessions thereto, and the resulting product or mass, and any documents of
title respecting any of the above.

  1.19 "Net Income" as used in this agreement means the net income (or
loss) of a person for any period determined in accordance with GAAP but
excluding in any event:

    (a) any gains or losses on the sale or other disposition, not in the
ordinary course of business, of investments or fixed or capital
assets, and any taxes on the excluded gains and any tax deductions or
credits on account on any excluded losses; and

    (b) in the case of the Borrower, net earnings of any Person in which
Borrower has an ownership interest, unless such net earnings shall
have actually been received by Borrower in the form of cash
distributions.


  1.20 "Judicial Officer or Assignee" as used in this Agreement means and
includes any trustee, receiver, controller, custodian, assignee for the
benefit of creditors or any other person or entity having powers or duties
like or similar to the powers and duties of trustee, receiver, controller,
custodian or assignee for the benefit of creditors.

  1.21 "Obligations" as used in this Agreement means and includes any and
all loans, advances, overdrafts, debts, liabilities (including, without
limitation, any and all amounts charged to Borrower's account pursuant to
any agreement authorizing Bank to charge Borrower's account), obligations,
lease payments, guaranties, covenants and duties owing by Borrower to Bank
of any kind and description whether advanced pursuant to or evidenced by
this Agreement; by any note or other instrument; or by any other agreement
between Bank and Borrower and whether or not for the payment of money,
whether direct or indirect, absolute or contingent, due or to become due,
now existing or hereafter arising, and including, without limitation, any
debt, liability or obligation owing from Borrower to others which Bank may
have obtained by assignment, participation, purchase or otherwise, and
further including, without limitation, all interest not paid when due and
all Bank Expenses which Borrower is required to pay or reimburse by this
Agreement, by law, or otherwise.

  1.22 "Person" or "person" as used in this Agreement means and includes
any individual, corporation, partnership, joint venture, association,
trust, unincorporated association, joint stock company, government,
municipality, political subdivision or agency or other entity.

  1.23 "Receivables" as used in this Agreement means and includes all
presently existing and hereafter arising accounts, instruments, documents,
chaftel paper, general intangibles, all other forms of obligations owing to
Borrower, all of Borrower's rights in, to and under all purchase orders
heretofore or hereafter received, all moneys due to Borrower under all
contracts or agreements (whether or not yet earned or due), all merchandise
returned to or reclaimed by Borrower and the Borrower's books (except
minute books) relating to any of the foregoing.

  1.24 "Subordinated Debt" as used in this Agreement means indebtedness of
the Borrower to third parties which has been subordinated to the
Obligations pursuant to a subordination agreement in form and content
satisfactory to the Bank.

  1.25 "Subordination Agreement" as used in this Agreement a subordination
agreement in form satisfactory to Bank making all present and future
indebtedness of the Borrower to NETTER DIGITAL ENTERTAINMENT, INC.
subordinate to the Obligations.

  1.26 "Tangible Effective Net Worth" as used in this Agreement means net
worth' as determined in accordance with GAAP consistently applied,
increased by Subordinated Debt if any, and decreased by the following:
patents, licenses, goodwill, subscription lists, organization expenses,
trade receivables converted to notes, and money due from affiliates
(including officers, directors, subsidiaries and commonly held companies.

  1.27 "Tangible Net Worth" as used in this Agreement means, as of any
applicable date of determination, the excess of:

    a. the net book value of all assets of a person (other than patents,
patent rights, trademarks, trade names, franchises, copyrights,
licenses, goodwill, and similar intangible assets) after all
appropriate deductions in accordance with GAAP (including, without
limitation, reserves for doubtful receivables, obsolescence,
depreciation and amortization), over

    b.  all total liabilities of such person.

  1.28 "Total Liabilities" as used in this Agreement means the total of all
items of indebtedness, obligation or liability which, in accordance with
GAAP consistently applied, would be included in determining the total
liabilities of the Borrower as of the date Total Liabilities is to be
determined, including without limitation (a) all obligations secured by any
mortgage, pledge, security interest or other lien on property owned or
acquired, whether or not the obligations or not reflected on the balance
sheets of the Borrower, including any obligation to furnish funds, directly
or indirectly through the purchase of goods, supplies, services, or by way
of stock purchase, capital contribution, advance or loan or any obligation
to enter into a contract for any of the foregoing.

  1.29 "Working Capital" as used in this Agreement means, as of any
applicable date of determination, Current Assets less Current Liabilities.

  1.30 Any and all terms used in this Agreement shall be construed and
defined in accordance with the meaning and definition of such terms under
and pursuant to the California Uniform Commercial Code (hereinafter
referred to as the "Code") as amended.

2.   LOAN AND TERMS OF PAYMENT

For value received, Borrower promises to pay to the order of Bank such amount,
as provided for below, together with interest, as provided for below.

  2.1 Upon the request of Borrower, made at any time and from time to time
during the term hereof, and so long as no Event of Default has occurred,
Bank shall lend to Borrower an amount equal to the Borrowing Base;
provided, however, that in no event shall Bank be obligated to make
advances to Borrower under this Section 2.1 whenever the Daily Balance
exceeds, at any time, either the Borrowing Base or the sum of SEVEN HUNDRED
FIFTY THOUSAND AND NO/100 ($750,000.00 ),such amount being referred to
herein as "Overadvance".

  2.2 Except as hereinbelow provided, the Credit shall bear interest, on
the Daily Balance owing, at a rate of   TWO AND NO/1000  (2.000%)
percentage points per annum above the Base Rate (the "Rate").  The Credit
shall bear interest, from and after the occurrence of an Event of Default
and without constituting a waiver of any such Event of Default, on the
Daily Balance owing, at a rate three (3) percentage points per annum above
the Rate.  All interest chargeable under this Agreement that is based upon
a per annum calculation shall be computed on the basis of a three hundred
sixty (360) day year for actual days elapsed.

     The Base Rate as of the date of this Agreement is EIGHT AND 500/1000 
(8.500 %) per annum. In the event that the Base Rate announced is, from time to
time hereafter, changed, adjustment in the Rate shall be made and based on the
Base Rate in effect on the date of such change.  The Rate, as adjusted, shall
apply to the Credit until the Base Rate is adjusted again.  The minimum interest
payable by the Borrower under this Agreement shall in no event be less than N/A
per month.  All interest payable by Borrower under the Credit shall be due and
payable on the first day of each calendar month during the term of this
Agreement and Bank may, at its option, elect to treat such interest and any and
all Bank Expenses as advances under the Credit, which amounts shall thereupon
constitute Obligations and shall thereafter accrue interest at the rate
applicable to the Credit under the terms of the Agreement.

  2.3 Without affecting Borrower's obligation to repay immediately any
Overadvance in accordance with Section 2.1 hereof, all Overadvances shall
bear additional interest on the amount thereof at a rate equal to  N/A  
(N/A%) percentage points per month in excess of the interest rate set forth
in Section 2.2,from the date incurred and for each month thereafter, until
repaid in full.

3.   TERM.

  3.1 This Agreement shall remain in full force and effect until terminated
by notice, by either party.  Notice of such termination shall be
effectuated by mailing of a registered or certified letter not less than
thirty (30) days prior to the effective date of such termination, addressed
to the other party at the address set forth herein and the termination
shall be effective as of the date so fixed in such notice.  Notwithstanding
the foregoing, should Borrower be in default of one or more of the
provisions of this Agreement, Bank may terminate this Agreement at any time
without notice.  Notwithstanding the foregoing, should either Bank or
Borrower become insolvent or unable to meet its debts as they mature, or
fail, suspend, or go out of business, the other party shall have the right
to terminate this Agreement at any time without notice.  On the date of
termination all Obligations shall become immediately due and payable
without notice or demand; no notice of termination by Borrower shall be
effective until Borrower shall have paid all Obligations to Bank in full. 
Notwithstanding termination, until all Obligations have been fully
satisfied, Bank shall retain its security interest in all existing
Collateral and Collateral arising thereafter, and Borrower shall continue
to perform all of its Obligations.

  3.2 After termination and when Bank has received payment in full of
Borrower's Obligations to Bank, Bank shall reassign to Borrower all
Collateral held by Bank, and shall execute a termination of all security
agreements and security interests given by Borrower to Bank, upon the
execution and delivery of mutual general releases.

4.     CREATION OF SECURITY INTEREST

  4.1 Borrower hereby grants to Bank a continuing security interest in all
presently existing and hereafter arising Collateral in order to secure
prompt repayment of any and all Obligations owed by Borrower to Bank and in
order to secure prompt performance by Borrower of each and all of its
covenants and Obligations under this Agreement and otherwise created. 
Bank's security interest in the Collateral shall attach to all Collateral
without further act on the part of Bank or Borrower.  In the event that any
Collateral, including proceeds, is evidenced by or consists of a letter of
credit, advice of credit, instrument, money, negotiable documents, chaftel
paper or similar property (collectively, "Negotiable Collateral"), Borrower
shall, immediately upon receipt thereof, endorse and assign such Negotiable
Collateral over to Bank and deliver actual physical possession of the
Negotiable Collateral to Bank.

  4.2 Bank's security interest in Receivables shall attach to all
Receivables without further act on the part of Bank or Borrower.  Upon
request from Bank, Borrower shall provide Bank with schedules describing
all Receivables created or acquired by Borrower (including without
limitation agings listing the names and addresses of, and amounts owing by
date by account debtors), and shall execute and deliver written assignments
of all Receivables to Bank all in a form acceptable to Bank, provided,
however, Borrower's failure to execute and deliver such schedules and/or
assignments shall not affect or limit Bank's security interest and other
rights in and to the Receivables.  Together with each sched6le, Borrower
shall furnish Bank with copies of Borrower's customers' invoices or the
equivalent, and original shipping or delivery receipts for all merchandise
sold, and Borrower warrants the genuineness thereof.  Bank or Bank's
designee may notify customers or account debtors of collection costs and
expenses to Borrower's account but, unless and until Bank does so or gives
Borrower other written instructions, Borrower shall collect all Receivables
for Bank, receive in trust all payments thereon as Bank's trustee, and, if
so requested to do so from Bank, Borrower shall immediately deliver said
payments to Bank in their original form as received from the account debtor
and all letters of credit, advices of credit, instruments, documents,
chaftel paper or any similar property evidencing or constituting
Collateral.  Notwithstanding anything to the contrary contained herein, if
sales of Inventory are made for cash, Borrower shall immediately deliver to
Bank, in identical form, all such cash, checks, or other forms of payment
which Borrower receives.  The receipt of any check or other item of payment
by Bank shall not be considered a payment on account until such check or
other item of payment is honored when presented for payment, in which
event, said check or other item of payment shall be deemed to have been
paid to Bank  TWO (2) calendar days after the date Bank actually receives
such check or other item of payment.

  4.3 Bank's security interest in Inventory shall attach to all Inventory
without further act on the part of Bank or Borrower.  Upon Bank's request
Borrower will from time to time at Borrower's expense pledge, assemble and
deliver such Inventory to Bank or to a third party as Bank's bailee; or
hold the same in trust for Bank's account or store the same in a warehouse
in Bank's name; or deliver to Bank documents of title representing said
Inventory; or evidence of Bank's security interest in some other manner
acceptable to Bank.  Until a default by Borrower under this Agreement or
any other Agreement between Borrower and Bank, Borrower may, subject to the
provisions hereof and consistent herewith, sell the Inventory, but only in
the ordinary course of Borrower's business.  A sale of Inventory in
Borrower's ordinary course of business does not include an exchange or a
transfer in partial or total satisfaction of a debt owing by Borrower.

  4.4 Borrower shall execute and deliver to Bank concurrently with
Borrower's execution of this Agreement, and at any time or times hereafter
at the request of Bank, all financing statements, continuation financing
statements, security agreements, mortgages, assignments, certificates of
title, affidavits, reports, notices, schedules of accounts, letters of
authority and all other. documents that Bank may request, in form
satisfactory to Bank, to perfect and maintain perfected Bank's security
interest in the Collateral and in order to fully consummate all of the
transactions contemplated under this Agreement.  Borrower hereby
irrevocably makes, constitutes and appoints Bank (and any of Bank's
officers, employees or agents designated by Bank) as Borrower's true and
lawful attorney-in-fact with power to sign the name of Borrower on any
financing statements, continuation financing statements, security
agreement, mortgage, assignment, certificate of title, affidavit, letter of
authority, notice of other similar documents which must be executed and/or
filed in order to perfect or continue perfected Bank's security interest in
the Collateral. Borrower shall make appropriate entries in Borrower's Books
disclosing Bank's security interest in the Receivables.  Bank (through any
of its officers, employees or agents) shall have the right at any time or
times hereafter during Borrower's usual business hours, or during the usual
business hours of any third party having control over the records of
Borrower, to inspect and verify Borrower's Books in order to verify the
amount or condition of, or any other matter, relating to, said Collateral
and Borrower's financial condition.

  4.5 Borrower appoints Bank or any other person whom Bank may designate as
Borrower's attorney-in-fact, with power:  to endorse Borrower's name on any
checks, notes, acceptances, money order, drafts or other forms of payment
or security that may come into Bank's possession; to sign Borrower's name
on any invoice or bill of lading relating to any Receivables, on drafts
against account debtors, on schedules and assignments of Receivables, on
verifications of Receivables and on notices to account debtors; to
establish a lock box arrangement and/or to notify the post office
authorities to change the address for delivery of Borrower's mail addressed
to Borrower to an address designated by Bank, to receive and open all mail
addressed to Borrower, and to retain all mail relating to the Collateral
and forward all other mail to Borrower; to send, whether in writing or by
telephone, requests for verification of Receivables; and to do all things
necessary to carry out this Agreement.  Borrower ratifies and approves all
acts of the attorney-in-fact.  Neither Bank nor its attorney-in-fact will
be liable for any acts or omissions or for any error of judgement or
mistake of fact or law.  This power being coupled with an interest, is
irrevocable so long as any Receivables in which Bank has a security
interest remain unpaid and until the Obligations have been fully satisfied.

  4.6 In order to protect or perfect any security interest which Bank is
granted hereunder, Bank may, in its sole discretion, discharge any lien or
encumbrance or bond the same, pay any insurance, maintain guards,
warehousemen, or any personnel to protect the Collateral, pay any service
bureau, or, obtain any records, and all costs for the same shall be added
to the Obligations and shall be payable on demand.

  4.7 Borrower agrees that Bank may provide information relating to this
Agreement or relating to Borrower to Bank's parent, affiliates,
subsidiaries and service providers.

5.     CONDITIONS PRECEDENT

  5.1 Conditions precedent to the making of the loans and the extension of
the financial accommodations hereunder, Borrower shall execute, or cause to
be executed, and deliver to Bank, in form and substance satisfactory to
Bank and its counsel, the following:

    a.   This Agreement and other documents required by Bank;

    b. Financing statements (Form UCC-1 ) in form satisfactory to Bank
for filing and recording with the appropriate governmental authorities;

    c. If Borrower is a corporation, then certified extracts from the
minutes of the meeting of its board of directors, authorizing the
borrowings and the granting of the security interest provided for
herein and authorizing specific officers to execute and deliver the
agreements provided for herein;
          
    d. If Borrower is a corporation, then a certificate of good
standing showing that Borrower is in good standing under the laws of
the state of its incorporation and certificates indicating that
Borrower is qualified to transact business and is in good standing in
any other state in which it conducts business;

    e. If Borrower is a partnership, then a copy of  Borrower's
partnership agreement certified by each general partner of Borrower;

    f. UCC searches, tax lien and litigation searches, fictitious
business statement filings, insurance certificates, notices or other
similar documents which Bank may require and in such form as Bank may
require, in order to reflect, perfect or protect Bank's first
priority security interest in the Collateral and in order to fully
consummate all of the transactions contemplated under this Agreement;

    g. Evidence that Borrower has obtained insurance and acceptable
endorsements;

    h. Waivers executed by landlords and mortgagees of  any real
property on which any Collateral is located; and

    i. Warranties and representations of officers.

6.  WARRANTIES. REPRESENTATIONS AND COVENANTS.

  6.1 If so requested by Bank, Borrower shall, at such intervals designated
by Bank, during the term hereof execute and deliver a Report of Accounts
Receivable or similar report, inform customarily used by Bank.  Borrower's
Borrowing Base at all times pertinent hereto shall not be less than the
advances made hereunder.  Bank shall have the right to recompute Borrower's
Borrowing Base in conformity with this Agreement.

  6.2 If any warranty is breached as to any account, or any account is not
paid in full by an account debtor within NINETY (90 ) days from the date of
invoice, or an account debtor disputes liability or makes any claim with
respect thereto, or a petition in bankruptcy or other application for
relief under the Bankruptcy Code or any other insolvency law is filed by or
against an account debtor, or an account debtor makes an assignment for the
benefit of creditors, becomes insolvent, fails or goes out of business,
then Bank may deem ineligible any and all accounts owing by that account
debtor, and reduce Borrower's Borrowing Base by the amount thereof.  Bank
shall retain its security interest in all Receivables and accounts, whether
eligible or ineligible, until all Obligations have been fully paid and
satisfied.  Returns and allowances, if any, as between Borrower and its
customers, will be on the same basis and in accordance with the usual
customary practices of the Borrower, as they exist at this time.  Any
merchandise which is returned by an account debtor or otherwise recovered
shall be set aside, marked with Bank's name, and Bank shall retain a
security interest therein.  Borrower shall promptly notify Bank of all
disputes and claims and settle or adjust them on terms approved by Bank. 
After default by Borrower hereunder, no discount, credit or allowance shall
be granted to any account debtor by Borrower and no return of merchandise
shall be accepted by Borrower without Bank's consent.  Bank may, after
default by Borrower, settle or adjust disputes and claims directly with
account debtors for amounts and upon terms which Bank considers advisable,
and in such cases Bank will credit Borrower's account with only the net
amounts received by Bank in payment of the accounts, after deducting all
Bank Expenses in connection therewith.

  6.3 Borrower warrants, represents, covenants and agrees that:
  
    a. Borrower has good and marketable title to the Collateral.  Bank
has and shall continue to have a first priority perfected security
interest in and to the Collateral.  The Collateral shall at all times
remain free and clear of all liens, encumbrances and security
interests (except those in favor of Bank).

    b. All accounts are and will, at all times pertinent hereto, be bona
fide existing Obligations created by the sale and delivery of
merchandise or the rendition of services to account debtors in the
ordinary course of business, free of liens, claims, encumbrances and
security interests (except as held by Bank and except as may be
consented to, in writing, by Bank) and are unconditionally owed to
Borrower without defenses, disputes, offsets, counterclaims, rights of
return or cancellation, and Borrower shall have received no notice of
actual or imminent bankruptcy or Insolvency of any account debtor at
the time an account due from such account debtor is assigned to Bank.

    c. At the time each account is assigned to Bank, all property giving
rise to such account shall have been delivered to the account debtor
or to the agent for the account debtor for immediate shipment to, and
unconditional acceptance by, the account debtor.  Borrower shall
deliver to Bank, as Bank may from time to time require, delivery
receipts, customer's purchase orders, shipping instructions, bills of
lading and any other evidence of shipping arrangements.  Absent such a
request by Bank, copies of all such documentation shall be held by
Borrower as custodian for Bank.

  6.4 At the time each eligible account is assigned to Bank, all such
eligible accounts will be due and payable on terms set forth in Section
1.7, or on such other terms approved in writing by Bank in advance of the
creation of such accounts and which are expressly set forth on the face of
all invoices, copies of which shall be held by Borrower as custodian for
Bank. and no such eligible account will then be past due.

  6.5 Borrower shall keep the Inventory only at the following locations: 
189 Airport Blvd., Burlingame, CA 94010  and the owner or mortgagees of the
respective locations are:        Luther and Grace Izmarian as trustees of
the Luther C. and Grace M. Izmarian trust, dated January 26, 1984. 
American Reality and Constructions Inc.

    a. Borrower, immediately upon demand by Bank therefor, shall now and
from time to time hereafter, at such intervals as are requested by
Bank, deliver to Bank, designations of Inventory specifying Borrower's
cost of Inventory, the wholesale market value thereof and such other
matters and information relating to the Inventory as Bank may request;

    b. Borrower's Inventory, valued at the lower of Borrower's cost or
the wholesale market value thereof, at all times pertinent hereto
shall not be less than N/A Dollars ($N/A) which no less than N/
	Dollars ($N/A) shall be in raw materials and finished goods; 

    c. All of the Inventory is and shall remain free from all purchase
money or other security interests, liens or encumbrances, except
as held by Bank;
 
    d. Borrower does now keep and hereafter at all times shall keep
correct and accurate records itemizing and describing the kind, type,
quality and quantity of the Inventory, its cost therefor and selling
price thereof, and the daily withdrawals therefrom and additions
thereto, all of which records shall be available upon demand to any of
Banks officers, agents and employees for inspection and copying;

    e. All Inventory, now and hereafter at all times, shall be new
Inventory of good and merchantable quality free from defects;

    f. Inventory is not now and shall not at any time or times hereafter
be located or stored with a bailee, warehouseman or other third party
without Bank's prior written consent, and, in such event, Borrower
will concurrently therewith cause any such bailee, warehouseman or
other third party to issue and deliver to Bank, in a form acceptable
to Bank, warehouse receipts in Bank's name evidencing the storage of
Inventory or other evidence of Bank's prior rights in the Inventory. 
In any event, Borrower shall instruct any third party to hold all such
Inventory for Bank's account subject to Bank's security interests and
its instructions; and

    g. Bank shall have the right upon demand now and/or at all times
hereafter, during Borrower's usual business hours, to inspect and
examine the Inventory and to check and test the same as to quality,
quantity, value and condition and Borrower agrees to reimburse Bank
for Bank's reasonable costs and expenses in so doing.

  6.6 Borrower represents, warrants and covenants with Bank that Borrower
will not, without Bank's prior written consent:

    a. Grant a security interest in or permit a lien, claim or
encumbrance upon any of the Collateral to any person, association,
firm, corporation, entity or governmental agency or instrumentality;

    b. Permit any levy, attachment or restraint to be made affecting any
of Borrower's assets;

    c. Permit any judicial officer or assignee to be appointed or to
take possession of any or all of Borrower's assets;

    d. Other than sales of Inventory in the ordinary course of
Borrower's business, to sell, lease, or otherwise dispose of, move, or
transfer, whether by sale or otherwise, any of Borrower's assets;

    e. Change its name, business structure, corporate identity or
structure; add any new fictitious names, liquidate, merge or
consolidate with or into any other business organization;

    f.  Move or relocate any Collateral;

    g.  Acquire any other business organization;

    h. Enter into any transaction not in the usual course of Borrower's
business;

    i. Make any investment in securities of any person, association,
firm, entity, or corporation other than the securities of the United
States of America;

    j. Make any change in Borrower's financial structure or in any of its
business objectives, purposes or operations which would adversely
affect the ability of Borrower to repay Borrower's Obligations;

    k. Incur any debts outside the ordinary course of Borrower's
business except renewals or extensions of existing debts and interest
thereon;

    l. Make any advance or loan except in the ordinary course of
Borrower's business as currently conducted;

    m. Make loans, advances or extensions of credit to any Person,
except for sales on open account and otherwise in the ordinary course of 
business;

    n. Guarantee or otherwise, directly or indirectly, in any way be or
become responsible for obligations of any other person, whether by
agreement to purchase the indebtedness of any other Person, agreement
for the furnishing of funds to any other Person through the furnishing
of goods, supplies or services, by way of stock purchase, capital
contribution, advance or loan, for the purpose of paying or
discharging (or causing the payment or discharge of) the indebtedness
of any other person, or otherwise, except for the endorsement of
negotiable instruments by the Borrower in the ordinary course of
business for deposit or collection;

    o. (a) Sell, lease, transfer or otherwise dispose of properties and
assets having an aggregate book value of more than  N/A   Dollars
($N/A) (whether in one transaction or in a series of transactions)
except as to the sale of Inventory in the ordinary course of business;
(b) change its name, consolidate with or merge into any other
corporation, permit another corporation to merge into it, acquire all
or substantially all the properties or assets of any other Person,
enter into any reorganization or recapitalization or reclassify' its
capital stock, or (c) enter into any sale-leaseback transaction;

    p. Purchase or hold beneficially any stock or other securities of,
or make any investment or acquire any interest whatsoever in, any
other Person, except for the common stock of the Subsidiaries owned by
the Borrower on the date of this Agreement and except for certificates
of deposit with maturities of one year or less of United States
commercial banks with capital, surplus and undivided profits in excess
of One Hundred Million Dollars ($100,000,000) and direct obligations
of the United States Government maturing within one year from the date
of acquisition thereof;

    q. Allow any fact, condition or event to occur or exist with respect
to any employee pension or profit sharing plans established or
maintained by it which might constitute grounds for termination of any
such plan or for the court appointment of a trustee to administer any
such plan.

  6.7 Borrower is not a merchant whose sales for resale of goods for
personal, family or household purposes exceeded seventy-five percent (75%)
in dollar volume of its total sales of all goods during the twelve (12)
months preceding the filing by Bank of a financing statement describing
the Collateral. At no time hereafter shall Borrower's sales for resale
goods for personal, family or household purposes exceed seventy-five
percent (75 %) in dollar volume of its total sales.

  6.8 Borrower' s sole place of business or chief executive office or
Residence is located at the address indicated above and Borrower covenants
and agrees that it will not, during the term of this Agreement, without
prior written notification to Bank, relocate said sole place of business to 
chief executive office or residence.

  6.9 If Borrower is a corporation, Borrower represents, warrants and
Covenants as follows:

    a. Borrower will not make any distribution or declare or pay any
dividend (in stock or in cash) to any shareholder or on any of its
capital stock, of any class, whether now or hereafter outstanding, or
purchase, acquire, repurchase, or redeem or retire any such capital
stock;

    b. Borrower is and shall at all times hereafter be a corporation
Duly organized and existing in good standing under the laws of the
state of its incorporation and qualified and licensed to do business in
California or any other state in which it conducts its business;

    c. Borrower has the right and power and is duly authorized to enter
into this Agreement; and

    d. The execution by Borrower of this Agreement shall not constitute a
breach of any provision contained in Borrower's articles of
incorporation or by-laws.

  6.10 The execution of and performance by Borrower of all of the terms and
provisions contained in this Agreement shall not result in a breach of or
constitute an event of default under any Agreement to which Borrower is now
or hereafter becomes a party. 11

  6.11 Borrower shall promptly notify Bank in writing of its acquisition by
purchase, lease or otherwise of any after acquired property of the type
included in the Collateral, with the exception of purchases of Inventory in
the ordinary course of business.

  6.12 All assessments and taxes, whether real, personal or otherwise, due or
payable by, or imposed, levied or assessed against, Borrower or any of its
property have been paid, and shall hereafter be paid in full, before
delinquency.  Borrower shall make due and timely payment or deposit of all
federal, state and local taxes, assessments or contributions required of it by
law, and will execute and deliver to Bank, on demand, appropriate certificates
attesting to the payment or deposit thereof.  Borrower will make timely payment
or deposit of all F.I.C.A. payments and withholding taxes required of it by
applicable laws, and will upon request furnish Bank with proof satisfactory to
it that Borrower has made such payments or deposit.  If Borrower fails to pay
any such assessment, tax, contribution, or make such deposit, or furnish the
required proof, Bank may, in its sole and absolute discretion and without notice
to Borrower, (i) make payment of the same or any part thereof, or (ii) set up
such reserves in Borrower's account as Bank deems necessary to satisfy the
liability therefor, or both.  Bank may conclusively rely on the usual statements
of the amount owing or other official statements issued by the appropriate
governmental agency.  Each amount so paid or deposited by Bank shall constitute
a Bank Expense and an additional advance to Borrower.

  6.13 There are no actions or proceedings pending by or against Borrower or
any guarantor of Borrower before any court or administrative agency and Borrower
has no knowledge of any pending, threatened or imminent litigation, governmental
investigations or claims, complaints, actions or prosecutions involving Borrower
or any guarantor of Borrower, except as heretofore specifically disclosed in
writing to Bank. If any of the foregoing arise during the term of  the
Agreement, Borrower shall immediately notify Bank in writing.

  6.14 a. Borrower, at its expense, shall keep and maintain its assets insured
against loss or damage by fire, theft, explosion, sprinklers and all other
hazards and risks ordinarily insured against by other owners who use such
properties in similar businesses for the full insurable value thereof.  Borrower
shall also keep and maintain business interruption	insurance and public
liability and property damage insurance relating to Borrower's ownership and use
of the Collateral and its other assets.  All such policies of insurance shall be
in such form, with such companies, and in such amounts as may be satisfactory to
Bank.  Borrower shall deliver to Bank certified copies of such policies of
insurance and evidence of the payments of all premiums therefor.  All such
policies of insurance (except those of public liability and property damage)
shall contain an endorsement in a form satisfactory to Bank showing Bank as a
loss payee thereof, with a waiver of warranties (Form 438-BFU), and all proceeds
payable thereunder shall be payable to Bank and, upon receipt by Bank, shall be
applied on account of the Obligations owing to Bank.  To secure the payment of
the Obligations, Borrower grants Bank a security interest in and to all such
policies of insurance (except those of public liability and property damage) and
the proceeds thereof, and Borrower shall direct all insurers under such policies
of insurance to pay all proceeds thereof directly to Bank.

    b. Borrower hereby irrevocably appoints Bank (and any of Bank's officers,
employees or agents designated by Bank) as Borrower's attorney for the purpose 
of making, selling and adjusting claims under such policies of insurance,
endorsing the name of Borrower on any check, draft, instrument or other item of 
payment for the proceeds of such policies of insurance and for making all 
determinations and decisions with respect to such policies of insurance.  
Borrower will not cancel any of such policies without Bank's prior written 
consent.  Each such insurer shall agree by endorsement upon the policy or 
policies of insurance issued by it to Borrower as required above, or by 
independent instruments furnished to Bank, that it will give Bank at least ten 
(10) days written notice before any such policy or policies of insurance shall 
be altered or cancelled, and that no act or default of Borrower, or any other 
person, shall affect the right of Bank to recover under such policy or policies 
of insurance required above or to pay any premium in whole or in part relating 
thereto.  Bank, without waiving or releasing any Obligations or any Event of 
Default, may, but shall have no obligation to do so, obtain and maintain such 
policies of insurance and pay such premiums and take any other action with 
respect to such policies which Bank deems advisable.  All sums so disbursed by 
Bank, as well as reasonable attorneys' fees, court costs, expenses and other 
charges relating thereto, shall constitute Bank Expenses and are payable on 
demand.

  6.15 All financial statements and information relating to Borrower which 
have been or may hereafter be delivered by Borrower to Bank are true and correct
and have been prepared in accordance with GAAP consistently applied and there 
has been no material adverse change in the financial condition of Borrower since
the submission of such financial information to Bank.


  6.16 a. Borrower at all times hereafter shall maintain a standard and modern 
system of accounting in accordance with GAAP consistently applied with ledger 
and account cards and/or computer tapes and computer disks, computer printouts 
and computer records pertaining to the Collateral which contain information as 
may from time to time be requested by Bank, not modify or change its method of 
accounting or enter into, modify or terminate any agreement presently existing, 
or at any time hereafter entered into with any third party accounting firm 
and/or service bureau for the preparation and/or storage of Borrower's 
accounting records without the written consent of Bank first obtained and 
without said accounting firm and/or service bureau agreeing to provide 
information regarding the Receivables and Inventory and Borrower's financial 
condition to Bank; permit Bank and any of its employees, officers or agents, 
upon demand, during Borrower's usual business hours, or the usual business hour 
of third persons having control thereof, to have access to and examine all of 
the Borrower's Books relating to the Collateral, Borrower's Obligations to 
Bank, Borrower's financial condition and the results of Borrower's operations 
and in connection therewith, permit Bank or any of its agents, employees or 
officers to copy and make extracts therefrom.

    b. Borrower shall deliver to Bank within thirty (30) days after the end of 
each MONTH  a COMPANY PREPARED       balance sheet and profit and loss 
statement* covering Borrower's operations and deliver to Bank within ninety (90)
days after the end of each of Borrower's fiscal years a(n) CPA Audited FYE 
statement of the financial condition of the Borrower for each such fiscal year,
including but not limited to, balance sheet and profit and loss statement and 
any other report requested by Bank relating to the Collateral e the financial 
condition of Borrower, and a certificate signed by an authorized employee of 
Borrower to the effect that all reports, statements, computer disk or tape 
files, computer printouts, computer runs, or other co prepared information of 
any kind or nature relating to the foregoing or documents delivered or caused 
delivered to Bank under this subparagraph are complete, correct and thoroughly 
present the financial co of Borrower and that there exists on the date of 
delivery to Bank no condition or event which constitutes a breach or Event of 
Default under this Agreement.   

              *WITH COMPLIANCE CERTIFICATE 

    c. In addition to the financial statements requested above, the Borrower 
agrees to provide Bank with the following schedules:

	x  Accounts Receivable Agings	on a	MONTHLY	basis

	x  Accounts Payable Agings	on a	MONTHLY	basis

		Job Progress Reports	on a		basis; and

BORROWING BASE CERTIFICATE  on a   MONTHLY   basis


  6.17 Borrower shall maintain the following financial ratios and covenants on a
consolidated and non-consolidated basis: 

    a. Working Capital in an amount not less than    n/a 

    b. Tangible Effective Net Worth in an amount not less than   $500,000.00 
MEASURED ON A MONTHLY BASIS 

    c. a ratio of Current Assets to Current Liabilities of not less than 
1.10:1.00 MEASURED ON A MONTHLY BASIS

    d.	a quick ratio of cash plus securities plus Receivables to Current 
Liabilities of not less than      N/A

    e. a ratio of Total Liabilities (less debt subordinated to Bank) to 
Tangible Effective Net Worth of less than 3.00:100  MEASURED ON A MONTHLY BASIS

    f. a ratio of Cash Flow to Fixed Charges of not less than N/A

    g. Net Income after taxes of   GREATER THAN $0.00 ON AN ANNUAL BASIS

    h. Borrower shall not without Bank's prior written consent acquire or expend
for or commit itself to acquire or expend for fixed assets by lease, purchase or
otherwise in an aggregate amount that exceeds N/A  Dollars ($n/a) in any fiscal 
year; and

    i.


  All financial covenants shall be computed in accordance with GAAP 
consistently applied except as otherwise specifically set forth in this 
Agreement.  All monies due from affiliates (including officers, directors and 
shareholders) shall be excluded from Borrower's assets for all purposes 
hereunder.

  6.18 Borrower shall promptly supply Bank (and cause any guarantor to supply 
Bank) with such other information (including tax returns) concerning its affair 
(or that of any guarantor) as Bank may request from time to time hereafter, and 
shall promptly notify Bank of any material adverse change in Borrower's 
financial condition and of any condition or event which constitutes a breach of 
or an event which constitutes an Event of Default under this Agreement.

  6.19 Borrower is now and shall be at all times hereafter solvent and able to 
pay its debts (including trade debts) as they mature.

  6.20 Borrower shall immediately and without demand reimburse Bank for all sums
expended by Bank in connection with any action brought by Bank to correct any 
default or enforce any provision of this Agreement, including all Bank Expenses;
Borrower authorizes and approves all advances and payments by Bank for items 
described in this Agreement as Bank Expenses.

  6.21 Each warranty, representation and agreement contained in this Agreement 
shall be automatically deemed repeated with each advance and shall be 
conclusively presumed to have been relied on by Bank regardless of any 
investigation made or information possessed by Bank.  The warranties, 
representations and agreements set forth herein shall be cumulative and in 
addition to any and all other warranties, representations and agreements which 
Borrower shall give, or cause to be given, to Bank, either now or hereafter.

  6.22 Borrower shall keep all of its principal bank accounts with Bank and
shall notify the Bank immediately in writing of the existence of any other bank 
account, deposit account, or any other account into which money can be 
deposited.


  6.23 Borrower shall furnish to the Bank: (a) as soon as possible, but in no 
event later than thirty (30) days after Borrower knows or has reason to know 
that any reportable event with respect to any deferred compensation plan has 
occurred, a statement of the chief financial officer of Borrower setting forth 
the details concerning such reportable event and the action which Borrower 
proposes to take with respect thereto, together with a copy of the notice of 
such reportable event given to the Pension Benefit Guaranty Corporation, if a 
copy of such notice is available to Borrower; (b) promptly after the filing 
thereof with the United States Secretary of Labor or the Pension Benefit 
Guaranty Corporation, copies of each annual report with respect to each deferred
compensation plan; (c) promptly after receipt thereof, a copy of any notice 
Borrower may receive from the Pension Benefit Guaranty Corporation or the 
Internal Revenue Service with respect to any deferred compensation plan; 
provided, however, this subparagraph shall not apply to notice of general 
application issued by the Pension Benefit Guaranty Corporation or the Internal 
Revenue Service; and (d) when the same is made available to participants in the 
deferred compensation plan, all notices and other forms of information from 
time to time disseminated to the participants by the administrator of the 
deferred compensation plan.

  6.24 Borrower is now and shall at all times hereafter remain in compliance 
with all federal, state and municipal laws, regulations and ordinances relating
to the handling, treatment and disposal of toxic substances. wastes and 
hazardous material and shall maintain all necessary authorizations and permits.

  6.25   Borrower shall maintain insurance on the life of N/A in an amount 
not to be less than    No/100   Dollars    under one or more policies issued by 
insurance companies satisfactory to Bank, which policies shall be assigned to 
Bank as security for the indebtedness and on which Bank shall be named as sole 
beneficiary.

  6.25 Borrower shall limit direct and indirect compensation paid to the 
following employees: N/A , N/A, N/A   to an aggregate of  N/A Dollars 
($N/A) per N/A. 

7. EVENTS OF DEFAULT.   Any one or more of the following events shall 
constitute a default by Borrower under this Agreement:

    a. If Borrower fails or neglects to perform, keep or observe any term, 
provision, condition, covenant, agreement, warranty or representation contained 
in this Agreement, or any other present or future agreement between Borrower 
and Bank;

    b. If any representation, statement, report or certificate made or delivered
by Borrower, or any of its officers, employees or agents to Bank is not true 
and correct;

    c. If Borrower fails to pay when due and payable or declared due and 
payable, all or any portion of the Borrower's Obligations (whether of 
principal, interest, taxes, reimbursement of Bank Expenses, or otherwise);

    d. If there is a material impairment of the prospect of repayment of all or
any portion of Borrower's Obligations or a material impairment of the value or 
priority of Bank's security interest in the Collateral;

    e. If all or any of Borrower's assets are attached, seized, subject to a 
writ or distress warrant, or are levied upon, or come into the possession of 
any Judicial Officer or Assignee and the same are not released, discharged or 
bonded against within ten (10) days thereafter;

    f. If any Insolvency Proceeding is filed or commenced by or against 
Borrower without being dismissed within ten (10) days thereafter;

    g. If any proceeding is filed or commenced by or against Borrower for its 
dissolution or liquidation;

    h. If Borrower is enjoined, restrained or in any way prevented by court 
order from continuing to conduct all or any material part of its business 
affairs;

    i. If a notice of lien, levy or assessment is filed of record with respect 
to any or all of Borrower's assets by the United States Government, or any 
department, agency or instrumentality thereof, or by any state, county, 
municipal or other government agency, or if any taxes or debts owing at any 
time hereafter to any one or more of such entities becomes a lien, whether 
choate or otherwise, upon any or all of the Borrower's assets and the same is
not paid on the payment date thereof;

    j. If a judgment or other claim becomes a lien or encumbrance upon any or 
all of Borrower's assets and the same is not satisfied, dismissed or bonded 
against within ten (10) days thereafter;

    k. If Borrower's records are prepared and kept by an outside computer 
service bureau at the time this Agreement is entered into or during the term of
this Agreement such an agreement with an outside service bureau is entered into,
and at any time thereafter, without first obtaining the written consent of 
Bank, Borrower terminates, modifies, amends or changes its contractual 
relationship with said computer service bureau or said computer service bureau 
fails to provide Bank with any requested information or financial data 
pertaining to Bank's Collateral, Borrower's financial condition or the results 
of Borrower's operations;

    j. If Borrower permits a default in any material agreement to which Borrower
is a party with third parties so as to result in an acceleration of the maturity
of Borrower's indebtedness to others, whether under any indenture, agreement or 
otherwise;

    l. If Borrower makes any payment on account of indebtedness which has been 
subordinated to Borrower's Obligations to Bank;

    m. If any misrepresentation exists now or thereafter in any warranty or 
representation made to Bank by any officer or director of Borrower, or if any 
such warranty or representation is withdrawn by any officer or director;

    n. If any party subordinating its claims to that of Bank's or any guarantor
of Borrower's Obligations dies or terminates its subordination or guaranty, 
becomes insolvent or an Insolvency Proceeding is commenced by or against any 
such subordinating party or guarantor;

    p.  If Borrower is an individual and Borrower dies;

    q.  If there is a change of ownership or control of any percent (   %) or 
more of the issued and outstanding stock of Borrower; or

    r. If any reportable event, which the Bank determines constitutes grounds 
for the termination of any deferred compensation plan by the Pension Benefit 
Guaranty Corporation or for the appointment by the appropriate United States 
District Court of a trustee to administer any such plan, shall have occurred 
and be continuing thirty (30) days after written notice of such determination 
shall have been given to Borrower by Bank, or any such Plan shall be terminated
within the meaning of Title IV of the Employment Retirement Income Security Act 
("ERISA"), or a trustee shall be appointed by the appropriate United States 
District Court to administer any such plan, or the Pension Benefit Guaranty 
Corporation shall institute proceedings to terminate any plan and in case of
any event described in this Section 7.0, the aggregate amount of the Borrower's 
liability to the Pension Benefit Guaranty Corporation under Sections 4062, 4063 
or 4064 of ERISA shall exceed five percent (5%) of Borrower's Tangible 
Effective Net Worth.

Notwithstanding anything contained in Section 7 to the contrary, Bank shall 
refrain from exercising its rights and remedies and Event of Default shall 
thereafter not be deemed to have occurred by reason of the occurrence of any of 
the events set forth in Sections 7.e, 7.f or 7.j of this Agreement if, within 
ten (10) days from the date thereof, the same is released, discharged, 
dismissed, bonded against or satisfied; provided, however, if the event is the 
institution of Insolvency Proceedings against Borrower, Bank shall not be 
obligated to make advances to Borrower during such cure period.

8.0  BANK'S RIGHTS AND REMEDIES

8.1 Upon the occurrence of an Event of Default by Borrower under this 
Agreement, Bank may, at its election, without notice of its election and without
demand, do any one or more of the following, all of which are authorized by 
Borrower:

a. Declare Borrower's Obligations, whether evidenced by this Agreement, 
installment notes, demand notes or otherwise, immediately due and payable to the
Bank;

b. Cease advancing money or extending credit to or for the benefit of Borrower 
under this Agreement, or any other agreement between Borrower and Bank;

c. Terminate this Agreement as to any future liability or obligation of Bank, 
but without affecting Bank's rights and security interests in the Collateral, 
and the Obligations of Borrower to Bank;

d. Without notice to or demand upon Borrower or any guarantor, make such 
payments and do such acts as Bank considers necessary or reasonable to protect 
its security interest in the Collateral.  Borrower agrees to assemble the 
Collateral if Bank so requires and to make the Collateral available to Bank as 
Bank may designate.  Borrower authorizes Bank to enter the premises where the 
Collateral is located, take and maintain possession of the Collateral and the 
premises (at no charge to Bank), or any part thereof, and to pay, purchase, 
contest or compromise any encumbrance, charge or lien which in the opinion of 
Bank appears to be prior or superior to its security interest and to pay all 
expenses incurred in connection therewith;

e. Without limiting Bank's rights under any security interest, Bank is hereby 
granted a license or other right to use, without charge, Borrower's labels, 
patents, copyrights, rights of use of any name, trade secrets, trade names, 
trademarks and advertising matter, or any property of a similar nature as it 
pertains to the Collateral, in completing production of, advertising for sale 
and selling any Collateral and Borrower's rights under all licenses and all 
franchise agreement shall inure to Bank's benefit, and Bank shall have the right
and power to enter into sublicense agreements with respect to all such rights 
with third parties on terms acceptable to Bank;

f. Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, 
advertise for sales and sell (in the manner provided for herein) the Inventory;

g. Sell or dispose the Collateral at either a public or private sale, or both, 
by way of one or more contracts or transactions, for cash or on terms, in such 
manner and at such places (including Borrower's premises) as is commercially 
reasonable in the opinion of Bank.  It is not necessary that the Collateral be 
present at any such sale;

h.  Bank shall give notice of the disposition of the Collateral as follows:

(1) Bank shall give the Borrower and each holder of a security interest in the 
Collateral who has filed with Bank a written request for notice, a notice in 
writing of the time and place of public sale, or, if the sale is a private sale 
or some disposition other than a public sale is to be made of the Collateral, 
the time on or after which the private sale or other disposition is to be made; 

(2) The notice shall be personally delivered or mailed, postage prepaid to 
Borrower's address appearing in this Agreement, at least five (5) calendar days 
before the date fixed for the sale, or at least five (5) calendar days before 
the date on or after which the private sale or other disposition is to be made, 
unless the Collateral is perishable or threatens to decline speedily in value.  
Notice to persons other than Borrower claiming an interest in the Collateral 
shall be sent to such addresses as have been furnished to Bank;

(3) If the sale is to be a public sale, Bank shall also give notice of the 
time and place by publishing a notice one time at least five (5) calendar days 
before the date of the sale in a newspaper of general circulation in the county 
in which the sale is to be held; and

(4)	Bank may credit bid and purchase at any public sale.

h. Borrower shall pay all Bank Expenses incurred in connection with Bank's 
enforcement and exercise of any of its rights and remedies as herein provided, 
whether or not suit is commenced by Bank;

i. Any deficiency which exists after disposition of the Collateral as provided 
above will be paid immediately by Borrower.  Any excess will be returned, 
without interest and subject to the rights of third parties, to Borrower by 
Bank, or, in Bank's discretion, to any party who Bank believes, in good faith, 
is entitled to the excess; and

j. Without constituting a retention of Collateral in satisfaction of an 
obligation within the meaning of 9505 of the Uniform Commercial Code or an 
action under California Code of Civil Procedure 726, apply any and all amounts 
maintained by Borrower as deposit accounts (as that term is defined under -9105 
of the Uniform Commercial Code) or other accounts that Borrower maintains with 
Bank against the Obligations.

8.2 Bank's rights and remedies under this Agreement and all other agreements 
shall be cumulative.  Bank shall have all other rights and remedies not 
inconsistent herewith as provided by law or in equity.  No exercise by Bank of 
one right or remedy shall be deemed, an election, and no waiver by Bank of any 
default on Borrower's part shall be deemed a continuing waiver.  No delay by 
Bank shall constitute a waiver, election or acquiescence by Bank..

9. TAXES AND EXPENSES REGARDING BORROWER'S PROPERTY

If Borrower fails to pay promptly when due to another person or entity, monies 
which Borrower is required to pay by reason of any provision in this Agreement, 
Bank may, but need not, pay the same and charge Borrower's account therefor, and
Borrower shall promptly reimburse Bank.  All such sums shall become additional 
indebtedness owing to Bank, shall bear interest at the rate hereinabove 
provided, and shall be secured by all Collateral.  Any payments made by Bank 
shall not constitute (i) an agreement by it to make similar payments in the 
future, or (ii) a waiver by Bank of any default under this Agreement.  Bank need
not inquire as to, or contest the validity of, any such expense, tax, security 
interest, encumbrance or lien and the receipt of the usual official notice of 
the payment thereof shall be conclusive evidence that the same was validly due 
and owing.  Such payments shall constitute Bank Expenses and additional advances
to Borrower.


10. WAIVERS

10.1 Borrower agrees that checks and other instruments received by Bank in 
payment or on account of Borrower's Obligations constitute only conditional 
payment until such items are actually paid to Bank and Borrower waives the right
to direct the application of any and all payments at any time or times hereafter
received by Bank on account of Borrower's Obligations and Borrower agrees that 
Bank shall have the continuing exclusive right to apply and reapply such 
payments in any manner as Bank may deem advisable, notwithstanding any entry by 
Bank upon its books.

10.2 Borrower waives demand, protest, notice of protest, notice of default or 
dishonor, notice of payment and nonpayment, notice of any default, nonpayment at
maturity, release, compromise, settlement, extension or renewal of any or all 
commercial paper, accounts, documents, instruments chaftel paper, and guarantees
at any time held by Bank :n which Borrower may in any way be liable.

10.3 Bank shall not in any way or manner be liable or responsible for (a) the 
safekeeping of the Inventory; (b) any loss or damage thereto occurring or 
arising in any manner or fashion from any cause; (c) any diminution in the value
thereof; or (d) any act or default of any carrier, warehouseman, bailee, 
forwarding agency or other person whomsoever.  All risk of loss, damage or 
destruction of Inventory shall be borne by Borrower.

10.4 Borrower waives the right and the right to assert a confidential 
relationship, if any, it may have with any accountant, accounting firm and/or 
service bureau or consultant in connection with any information requested by 
Bank pursuant to or in accordance with this Agreement, and agrees that a Bank 
may contact directly any such accountants, accounting firm and/or service bureau
or consultant in order to obtain such information.

10.5 BORROWER AND BANK EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR 
PROCEEDING RELATING TO THIS AGREEMENT OR ANY TRANSACTION HEREUNDER, OR 
CONTEMPLATED HEREUNDER, OR ANY OTHER CLAIM (INCLUDING TORT OR BREACH OF DUTY 
CLAIMS) OR DISPUTE HOWSOEVER ARISING BETWEEN BANK AND BORROWER.

10.6 In the event that Bank elects to waive any rights or remedies hereunder, 
or compliance with any of the terms hereof, or delays or fails to pursue or 
enforce any term, such waiver, delay or failure to pursue or enforce shall only 
be effective with respect to that single act and shall not be construed to 
affect any subsequent transactions or Bank's right to later pursue such rights 
and remedies.

11. ONE CONTINUING LOAN TRANSACTION ' All loans and advances heretofore, now 
or at any time or times hereafter made by Bank to Borrower under this Agreement 
or any other agreement between Bank and Borrower, shall constitute one loan 
secured by Bank's security interests in the Collateral and by all other security
interests, liens, encumbrances heretofore, now or from time to time hereafter 
granted by Borrower to Bank.

Notwithstanding the above, (i) to the extent that any portion of the Obligations
are consumer loan, that portion shall not be secured by any deed of trust or 
mortgage on or other security interest in the Borrower's principal dwelling 
which is not a purchase money security interest as to that portion, unless 
expressly provided to the contrary in another place, or (ii) if the Borrower (or
any of them) has (have) given or give(s) Bank a deed of trust or mortgage 
covering real property, that deed of trust or mortgage shall not secure the loan
and any other Obligation of the Borrower (or any of them), unless expressly 
provided to the contrary in another place.

12. NOTICES Unless otherwise provided in this Agreement, all notices or 
demands by either party on the other relating to this Agreement shall be in 
writing and sent by regular United States mail, postage prepaid, properly 
addressed to Borrower or to Bank at the addresses stated in this Agreement, or 
to such other addresses as Borrower or Bank may from time to time specify to the
other in writing.  Requests to Borrower by Bank hereunder may be made orally.


13. AUTHORIZATION TO DISBURSE Bank is hereby authorized to make loans and 
advances hereunder upon telephonic or other instructions received from anyone 
purporting to be an officer, employee, or representative of Borrower, or at the 
discretion of Bank if said loans and advances are necessary to meet any 
Obligations of Borrower to Bank.  Bank shall have no duty to make inquiry or 
verify the authority of any such party, and Borrower shall hold Bank harmless 
from any damage, claims or liability by reason of Bank's honor of, or failure to
honor, any such instructions.

14. DESTRUCTION OF BORROWER'S DOCUMENTS Any documents, schedules, invoices or 
other papers delivered to Bank, may be destroyed or otherwise disposed of by 
Bank six (6) months after they are delivered to or received by Bank, unless 
Borrower requests, in writing, the return of the said documents, schedules, 
invoices or other papers and makes arrangements, at Borrower's expense, for 
their return.

15. CHOICE OF LAW The validity of this Agreement, its construction, 
interpretation and enforcement, and the rights of the parties hereunder and 
concerning the Collateral, shall be determined according to the laws of the 
State of California.  The parties agree that all actions or proceedings arising 
in connection with this Agreement shall be tried and litigated only in the state
and federal courts in the Northern District of California or the County of Santa
Clara.

16.	GENERAL PROVISIONS

16.1 This Agreement shall be binding and deemed effective when executed by the 
Borrower and accepted and executed by Bank at its headquarter office .

16.2 This Agreement shall bind and inure to the benefit of the respective 
successors and assigns of each of the parties, provided, however, that 
Borrower may not assign this Agreement or any rights hereunder without Bank's 
prior written consent and any prohibited assignment shall be absolutely void.  
No consent to an assignment by Bank shall release Borrower or any guarantor from
their Obligations to Bank.  Bank may assign this Agreement and its rights and 
duties hereunder.  Bank reserves the right to sell, assign, transfer, negotiate 
or grant participations in all or any part of, or any interest in Bank's rights 
and benefits hereunder.  In connection therewith, Bank may disclose all 
documents and information which Bank now or hereafter may have relating to 
Borrower or Borrower's business.

16.3 Paragraph headings and paragraph numbers have been set forth herein for 
convenience only; unless the contrary is compelled by the context, everything 
contained in each paragraph applies equally to this entire Agreement.

16.4 Neither this Agreement nor any uncertainty or ambiguity herein shall be 
construed or resolved against Bank or Borrower, whether under any rule of 
construction or otherwise; on the contrary, this Agreement has been reviewed by 
all parties and shall be construed and interpreted according to the ordinary 
meaning of the words used so as to fairly accomplish the purposes and intentions
of all parties hereto.  When permitted by the context, the singular includes the
plural and vice versa.

16.5 Each provision of this Agreement shall be severable from every other 
provision of this Agreement for the purpose of determining the legal 
enforceability of any specific provision.

16.6 This Agreement cannot be changed or terminated orally.  Except as to 
currently existing Obligations owing by Borrower to Bank, all prior agreements, 
understandings, representations, warranties, and negotiations, if any, with 
respect to the subject matter hereof, are merged into this Agreement.


16.7 The parties intend and agree that their respective rights, duties, powers, 
liabilities, obligations and discretions shall be performed, carried out, 
discharged and exercised reasonably and in good faith.

16.8 In addition, if this Agreement is secured by a deed of trust or mortgage 
covering real property, then the trustor or mortgagor shall not mortgage or 
pledge the mortgaged premises as security for any other indebtedness or 
obligations.  This Agreement, together with all other indebtedness secured by 
said deed of trust or mortgage, shall become due and payable immediately, 
without notice, at the option of Bank, (a) if said trustor or mortgagor shall 
mortgage or pledge the mortgaged premises for any other indebtedness or 
obligations or shall convey, assign or transfer the mortgaged premises by deed, 
installment sale contract or other instrument; (b) if the title to the mortgaged
premises shall become vested in any other person or party in any manner 
whatsoever, or (c) if there is any disposition (through one or more 
transactions) of legal or beneficial title to a controlling interest of said 
trustor or mortgagor.

IN WITNESS WHEREOF, the parties hereto have caused this Loan & Security 
Agreement (Accounts and Inventory) to be executed as of the date first 
hereinabove written.


SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF.


ATTEST:                                                                       


Title:


Accepted and effective as of June 30, 1997
at Bank's Headquarter Office


                                  BORROWER: VIDESSENCE, INC.
                                  By:  /s/Paul Costa
                                  Signature of:  Paul Costa, President
                                  Title:

/s/William Stevens
Signature of WILLIAM STEVENS
Title:      FIRST VICE PRESIDENT  
By:
Signature of
Title:
By:
Signature of
Title:


Exhibit "A" attached to that certain Loan & Security Agreement dated June 30, 
1997 by and between Videssence, Inc. and Commercial Bank California and made a 
part thereof 

As part of its Guaranty for the obligations of Borrower, Netter Digital 
Entertainment.  Inc. has agreed to the following:

1. Should Guarantor pledge, assign, encumber or otherwise give a security 
Interest in any portion of its assets, whether now owned or hereafter acquired,
Guarantor will provide Bank with notification.
 
2. Within  forty-five (45) days after the end of each calendar quarter, the 
Guarantor will deliver to Bank its internally prepared consolidating and 
consolidated statements with a compliance certificate and copies of current 10-Q
reports.

3. Within ninety days (90) after the end of each fiscal year the Guarantor will 
deliver to Bank a CPA audited consolidating and consolidated fiscal year end 
statement with a current 10-K report.

4. At the end of each calendar quarter the Guarantor will maintain minimum 
working capital of at least $400,000.00.

5. At the end of each calendar quarter the Guarantor's ratio of total 
liabilities to Extend Tangible Net Worth shall be no greater than 1.25: 1.00.

It is hereby agreed that it will be an Event of Default under this Loan & 
Security Agreement if the Guarantor should fail to comply with any of those 
covenants.


Guaranty

The undersigned, for value received, unconditionally and absolutely guarantee(s)
to COMERICA BANK-CALIFORNIA _ ("Bank") a, California banking corporation, and to
the Bank's successors and assigns, payment when due, whether by stated maturity,
demand, acceleration or otherwise, of all existing and future indebtedness to 
the Bank of VIDESSENCE, INC. ("Borrower") of any successor in interest, 
including without limit any debtor-in-possession or trustee In bankruptcy which 
succeeds to the interest of this party or person jointly and severally the 
"Borrower"), however this indebtedness has been or may be incurred or evidenced,
whether absolute or contingent direct or indirect, voluntary or involuntary, 
liquidated or unliquidated, joint or several, and whether or not known to the 
undersigned at the time of this Guaranty or at the time any future indebtedness 
Is Incurred (the "Indebtedness').


The Indebtedness guaranteed Includes without limit: (a) any and all direct 
indebtedness of the Borrower to the Bank, Including Indebtedness evidenced by 
any and all promissory notes; (b) any and all obligations or liabilities of the 
Borrower to the Bank arising under any guaranty where the Borrower has 
guaranteed the payment of Indebtedness owing to the Bank from a third party; (c)
any and all obligations or liabilities of the Borrower to the Bank arising from 
applications or agreements for the issuance of letters of credit; (d) any and 
all obligations or liabilities of the Borrower to the Bank arising out of any 
other agreement by the Borrower Including without limit any agreement to 
indemnify the Bank for environmental liability or to clean up hazardous waste; 
(e) any and all indebtedness, obligations or liabilities for which the Borrower 
would otherwise be liable to the Bank were it not for the invalidity, 
irregularity or unenforceability of them by reason of any bankruptcy, insolvency
or other law or order of any kind, or for any other reason, including without 
limit liability for interest and attorneys' fees on, or In connection with, any 
of the Indebtedness from and after the filing by or against the Borrower of a 
bankruptcy petition whether an Involuntary or voluntary bankruptcy case, 
including, without limitation, all attorneys' fees and costs incurred In 
connection with motions for relief from stay, cash collateral motions, 
nondischargeability motions, preference liability motions, fraudulent conveyance
liability motions, fraudulent transfer liability motions and all other motions 
brought by Borrower, Guarantor, Bank or third parties in any way relating to 
Bank's rights with respect to such Borrower, Guarantor, or third party and/or 
affecting any collateral securing any obligation owed to Bank by Borrower, 
Guarantor, or any third party, probate proceedings, on appeal or otherwise; (Q 
any and all amendments, modifications, renewals and/or extensions of any of the 
above, including without limit amendments, modifications, renewals and/or 
extensions which are evidenced by new or additional Instruments, documents or 
agreements; and (g) all costs of collecting Indebtedness, Including without 
limit reasonable attorneys' fees and costs.

The undersigned waive(s) notice of acceptance of this Guaranty and presentment, 
demand, protest, notice of protest, dishonor, notice of dishonor, notice of 
default, notice of intent to accelerate or demand payment of any Indebtedness, 
and diligence in collecting any Indebtedness, and agree(s) that the Bank may 
modify the terms of any Indebtedness, compromise, extend, increase, accelerate, 
renew or forbear to enforce payment of any or all Indebtedness, or permit the 
Borrower to incur additional Indebtedness, all without notice to the undersigned
and without affecting in any manner the unconditional obligation of the 
undersigned under this Guaranty.  The undersigned, further waive(s) any and all 
other notices to which the undersigned might otherwise be entitled.  The 
undersigned acknowledges and agree(s) that the liabilities created by this 
Guaranty are direct and are not conditioned upon pursuit by the Bank of al may 
have against the Borrower or any other person or any security.  No invalidity, 
irregularity or unenforceability, Indebtedness or any documents evidencing the 
same, by reason of any bankruptcy, insolvency  for any other reason, and no 
defense or setoff available at any time to the Borrower, shall impair, the 
obligations of the undersigned under this Guaranty.

The undersigned deliver(s) this Guaranty based solely on the undersigned's 
independent investigation of the financial condition of the Borrower and Is 
(are) not relying on any information furnished by the Bank.  The undersigned 
assume(s) full responsibility for obtaining any further information concerning 
the Borrower's financial condition, the status of the Indebtedness or any other 
matter which the undersigned may deem necessary or appropriate from time to 
time.  The undersigned waive(s) any duty on the part of the Bank, and agree(s) 
that it is not relying upon nor expecting the Bank to disclose to the 
undersigned any fact now or later known by the Bank, whether relating to the 
operations or condition of the Borrower, the existence, liabilities or financial
condition of any co-guarantor of the Indebtedness, the occurrence of any default
with respect to the Indebtedness, or otherwise, notwithstanding any effect these
facts may have upon the undersigned's risk under this Guaranty or the 
undersigned's rights against the Borrower.  The undersigned knowingly accept(s) 
the full range of risk encompassed in this Guaranty, which risk includes without
limit the possibility that the Borrower may incur Indebtedness to the Bank after
the financial condition of the Borrower, or its ability to pay its debts as they
mature, has deteriorated.


The undersigned represent(s) and warrant(s) that: (a) the Bank has made no 
representation to the undersigned as to the creditworthiness of the Borrower; 
and (b) the undersigned has (have) established adequate means of obtaining from 
the Borrower on a continuing basis financial and other information pertaining to
the Borrower's financial condition.  The undersigned agree(s) to keep adequately
informed of any facts, events or circumstances which might in any way affect the
risks of the undersigned under this Guaranty.

The undersigned grant(s) to the Bank a security interest in and the right of 
setoff as to any and all property of the undersigned now or later in the 
possession of the Bank.  The undersigned subordinate(s) any claim of any nature 
that the undersigned now or later has (have) against the Borrower to and In 
favor of all Indebtedness and agree(s) not to accept payment or satisfaction of 
any claim that the undersigned now or later may have against the Borrower 
without the prior written consent of the Bank.  Should any payment, 
distribution, security, or proceeds, be received by the undersigned upon or with
respect to any claim that the undersigned now or may later have against the 
Borrower, the undersigned shall immediately deliver the same to the Bank in the 
form received (except for endorsement or assignment by the undersigned where 
required by the Bank) for application on the Indebtedness, whether matured or 
unmatured, and until delivered the same shall be held in trust by the 
undersigned as the property of the Bank.  The undersigned further assign(s) to 
the Bank as collateral for the obligations of the undersigned under this 
Guaranty all claims of any nature that the undersigned now or later has (have) 
against the Borrower (other than any claim under a deed of trust or mortgage 
covering real property) with full right on the part of the Bank, In its own name
or In the name of the undersigned, to collect and enforce these claims.

The undersigned agree(s) that no security now or later held by the Bank for the 
payment of any Indebtedness, whether from the Borrower, any guarantor, or 
otherwise, and whether in the nature of a security interest, pledge, lien, 
assignment, setoff, suretyship, guaranty, indemnity, insurance or otherwise, 
shall affect in any manner the unconditional obligation of the undersigned under
this Guaranty, and the Bank, in its sole discretion, without notice to the 
undersigned, may release, exchange, enforce and otherwise deal with any security
without affecting in any manner the unconditional obligation of the undersigned 
under this Guaranty.  The undersigned acknowledges(s) and agree(s) that the Bank
has no obligation to acquire or perfect any lien on or security interest in any 
asset(s), whether realty or personally, to secure payment of the Indebtedness, 
and the undersigned is (are) not relying upon any asset(s) in which the Bank has
or may have a lien or security interest for payment of the Indebtedness.

The undersigned acknowledge(s) that the effectiveness of this Guaranty is not 
conditioned on any or all of the Indebtedness being guaranteed by anyone else.

Until the Indebtedness Is Irrevocably paid In full, the undersigned waive(s) any
and all rights to be subrogated to the position of the Bank or to have the 
benefit of any lien, security interest or other guaranty now or later held by 
the Bank for the Indebtedness or to enforce any remedy which the Bank now or 
later has against the Borrower or any other person.  Until the indebtedness is 
irrevocably paid in full, the undersigned shall have no right of reimbursement, 
Indemnity, contribution or other right of recourse to or with respect to the 
Borrower or any other person.  The undersigned agree(s) to indemnify and hold 
harmless the Bank from and against any and all claims, actions, damages, costs 
and expenses, including without limit reasonable attorneys' fees, incurred by 
the Bank in connection with the undersigned's exercise of any right of 
subrogation, contribution, indemnification or recourse with respect to this 
Guaranty.  The Bank has no duty to enforce or protect any rights which the 
undersigned may have against the Borrower or any other person and the 
undersigned assume(s) full responsibility for enforcing and protecting these 
rights.

Notwithstanding any provision of the preceding paragraph or anything else in 
this Guaranty to the contrary, if any of the undersigned is or becomes an 
"Insider" or "affiliate" (as defined in Section 101 of the Federal Bankruptcy 
Code, as it may be amended) with respect to the Borrower, then that undersigned 
irrevocably and absolutely waives any and all rights of subrogation, 
contribution, Indemnification, recourse, reimbursement and any similar rights 
against the Borrower (or any other guarantor) with respect to this Guaranty, 
whether such rights arise under an express or Implied contract or by operation 
of law.  It is the Intention of the parties that the undersigned shall not be 
(or be deemed to be) a "creditor" (as defined in Section 101 of the Federal 
Bankruptcy Code, as it may be amended) of the Borrower (or any other guarantor) 
by reason of the existence of this Guaranty in the event that the Borrower 
becomes a debtor in any proceeding under the Federal Bankruptcy Code.  This 
waiver is given to induce the Bank to enter Into certain written contracts with 
the Borrower Included In the Indebtedness.  The undersigned warrant(s) and 
agree(s) that none of Bank's rights, remedies or Interests shall be directly or 
indirectly impaired because of any of the undersigned's status as an "insider" 
or "affiliate" of the Borrower, and undersigned shall take any action, and shall
execute any document, which the Bank may request in order to effectuate this 
warranty to the Bank.


If any Indebtedness is guaranteed by two or more guarantors, the obligation of 
the undersigned shall be several and also joint, each with all and also each 
with any one or more of the others, and may be enforced at the option of the 
Bank against each severally, any two or more jointly, or some severally and some
jointly The Bank, in its sole discretion, may release any one or more of the 
guarantors for any consideration which it deems adequate, and may fail or elect 
not to prove a claim against the estate of any bankrupt, insolvent, incompetent 
or deceased guarantor; and after that, without notice to any other guarantor, 
the Bank may extend or renew any or all Indebtedness and may permit the Borrower
to incur additional Indebtedness, without affecting in any manner the 
unconditional obligation of the remaining guarantor(s).  This action by the Bank
shall not, however, be deemed to affect any right to contribution which may 
exist among the guarantors.


Any of the undersigned may terminate their obligation under this Guaranty as to 
future Indebtedness (except as provided below) by (and only by) delivering 
written notice of termination to an officer of the Bank and receiving from, an 
officer of the Bank written acknowledgement of delivery; provided, the 
termination shall not be effective until the opening of business on the fifth 
(5th) day following written acknowledgement of delivery.  Any termination shall 
not affect in any way the unconditional obligations of the remaining 
guarantor(s), whether or not the termination is known to the remaining 
guarantor(s).  Any termination shall not affect In any way the unconditional 
obligations of the terminating guarantor(s) as to any Indebtedness existing at 
the effective date of termination or any Indebtedness created after that 
pursuant to any commitment or agreement of the Bank or any Borrower loan with 
the Bank existing at the effective date of termination (whether advances or 
readvances by the Bank are optional or obligatory), or any modifications, 
extensions or renewals of any of this Indebtedness, whether in whole or in part,
and as to all of this Indebtedness and modifications, extensions or renewals of 
It, this Guaranty shall continue effective until the same shall have been fully 
paid.  The Bank has no duty to give notice of termination by any guarantor(s) to
any remaining guarantor(s).  The undersigned shall indemnify the Bank against 
all claims, damages, costs and expenses, including without limit reasonable 
attorneys' fees and costs, incurred by the Bank In connection with any suit, 
claim or action against the Bank arising out of any modification or termination 
of a Borrower loan or any refusal by the Bank to extend additional credit in 
connection with the termination of this Guaranty.


Notwithstanding any prior revocation, termination, surrender or discharge of 
this Guaranty (or of any lien, pledge or security interest securing this 
Guaranty) in whole or part, the effectiveness of this Guaranty, and of all 
liens, pledges and security Interests securing this Guaranty, shall 
automatically continue or be reinstated, as the case may be, In the event that 
any payment received or credit given by the Bank In respect of the 
Indebtedness Is returned, disgorged or rescinded as a preference, 
impermissible setoff, fraudulent conveyance, diversion of trust funds, or 
otherwise under any applicable state or federal law, including, without 
limitation, laws pertaining to bankruptcy or insolvency, in which case this 
Guaranty, and all liens, pledges and security interests securing this Guaranty, 
shall be enforceable against the undersigned as If the returned, disgorged or 
rescinded payment or credit had not been received or given by the Bank, and 
whether or not the Bank relied upon this payment or credit or changed its 
position as a consequence of It; or (b) any liability Is imposed, or sought to 
be Imposed, against the Bank relating to the environmental condition of, or the 
presence of hazardous or toxic substances on, in or about, any property given as
collateral to the Bank by the Borrower, whether this condition Is known or 
unknown, now exists or subsequently arises (excluding only conditions which 
arise after any acquisition by the Bank of any such property, by foreclosure, in
lieu of foreclosure or otherwise, to the extent due to the wrongful act or 
omission of the Bank), In which case this Guaranty, and all liens, pledges and 
security interests securing this Guaranty, shall be enforceable against the 
undersigned to the extent of all liability, costs and expenses (including 
without limit reasonable attorneys' fees and costs) incurred by the Bank as the 
direct or indirect result of any environmental condition or hazardous or toxic 
substances.  In the event of continuation or reinstatement of this Guaranty and 
the liens, pledges and security interests securing it, the undersigned agree(s) 
upon demand by the Bank to execute and deliver to the Bank those documents which
the Bank determines are appropriate to further evidence (in the public records 
or otherwise) this continuation or reinstatement, although the failure of the 
undersigned to do so shall not affect in any way the reinstatement or 
continuation.  If the undersigned doles) not execute and deliver to the Bank 
upon demand such documents, the Bank and each Bank officer Is irrevocably 
appointed (which appointment is coupled with an interest) the true and lawful 
attorney of the undersigned (with full power of substitution) to execute and 
deliver such documents in the name and on behalf of the undersigned.  For 
purposes of this Guaranty, "environmental condition" includes, without 
limitation, conditions existing with respect to the surface or ground water, 
drinking water supply, land surface or subsurface and the air; and "hazardous or
toxic substances" shall include any and all substances now or subsequently 
determined by any federal, state or local authority to be hazardous or toxic, or
otherwise regulated by any of these authorities.


Although the intent of the undersigned and the Bank is that California law shall
apply to this Guaranty, regardless of whether California law applies, the 
undersigned further agree(s) as follows: With respect to the limitation, if any,
stated in the Additional Provisions below on the amount of principal guaranteed 
under this Guaranty, the undersigned agree(s) that (a) this limitation shall not
be a limitation on the amount of Borrower's Indebtedness to the Bank; (b) any 
payments by the undersigned shall not reduce the maximum liability of the 
undersigned under this Guaranty unless written notice to that effect Is actually
received by the Bank at or prior to the time of the payment; and (c) the 
liability of the undersigned to the Bank shall at all times be deemed to be the 
aggregate liability of the undersigned under this Guaranty and any other 
guaranties previously or subsequently given to the Bank by the undersigned and 
not expressly revoked, modified or Invalidated in writing.

The undersigned waive(s) any right to require the Bank to: (a) proceed against 
any person, Including without limit the Borrower; (b) proceed against or exhaust
any security held from the Borrower or any other person; (c) give notice of the 
terms, time and place of any public or private sale of personal property 
security held from the Borrower or any other person, or otherwise comply with 
the provisions of Section 9-504 of the California or other applicable Uniform 
Commercial Code; (d) pursue any other remedy in the Bank's power; or (e) make 
any presentments or demands for performance, or give any notices of 
nonperformance, protests, notices of protest, or notices of dishonor In 
connection with any obligations or evidences of Indebtedness held by the Bank as
security, in connection with any other obligations or evidences of Indebtedness 
which constitute in whole or In part Indebtedness, or in connection with the 
creation of new or additional Indebtedness.

The undersigned authorize(s) the Bank, either before or after termination of 
this Guaranty, without notice to or demand on the undersigned and without 
affecting the undersigned's liability under this Guaranty, from time to time to:
apply any security and direct the order or manner of sale of it, Including 
without limit, a nonjudicial sale permitted by the terms of the controlling 
security agreement, mortgage or deed of trust, as the Bank In Its discretion 
may determine; (b) release or substitute any one or more of the endorsers or 
any other guarantors of the Indebtedness; and (c) apply payments received by the
Bank from the Borrower to any Indebtedness of the Borrower to the Bank, In such 
order as the Bank shall determine In Its sole discretion, whether or not this 
Indebtedness Is covered by this Guaranty, and the undersigned waive(s) any 
provision of law regarding application of payments which specifies otherwise.  
The Bank may without notice assign this Guaranty in whole or in part.  Upon the 
Bank's request, the undersigned agree(s) to provide to the Bank copies of the 
undersigned's financial statements.

The undersigned waive(s) any defense based upon or arising by reason of (a) any 
disability or other defense of the Borrower or any other person; (b) the 
cessation or limitation from any cause whatsoever, other than final and 
irrevocable payment in full, of the Indebtedness; (c) any lack of authority of 
any officer, director, partner, agent or any other person acting or purporting 
to act on behalf of the Borrower which Is a corporation, partnership or other 
type of entity, or any defect In the formation of the Borrower; (d) the 
application by the Borrower of the proceeds of any Indebtedness for purposes 
other than the purposes represented by the Borrower to the Bank or Intended or 
understood by the Bank or the undersigned; (a) any act or omission by the Bank 
which directly or indirectly results In or aids the discharge of the Borrower or
any Indebtedness by operation of law or otherwise; or (Q any modification of the
Indebtedness, In any form whatsoever including without limit any modification 
made after effective termination, and including without limit, the renewal, 
extension, acceleration or other change in time for payment of the Indebtedness,
or other change in the terms of any Indebtedness, Including without limit 
increase or decrease of the interest rate.  The undersigned understands that, 
absent this waiver, Bank's election of remedies, Including but not limited to 
its decision to proceed to nonjudicial foreclosure on any real property securing
the Indebtedness, could preclude Bank from obtaining a deficiency judgment 
against Borrower and the undersigned pursuant to California Code of Civil 
Procedure sections 580a, 580b, 580d or 726 and could also destroy any 
subrogation rights which the undersigned has against Borrower.  The undersigned 
further understands that, absent this waiver, California law, including without 
limitation, California Code of Civil Procedure sections 580a, 580b, 580d or 726,
could afford the undersigned one or more affirmative defenses to any action 
maintained by Bank against the undersigned on this Guaranty.

The undersigned waives any and all rights and provisions of California Code of 
Civil Procedure sections 580a, 580b, 580d an@26, including, but not limited to 
any provision thereof that: (1) may limit the time period for Bank to commence a
lawsuit against Borrower or the undersigned to collect any Indebtedness owing by
Borrower or the undersigned to Bank; (II) may entitle Borrower or the 
undersigned to a judicial or nonjudicial determination of any deficiency owed by
Borrower or the undersigned to Bank, or to otherwise limit Bank's right to 
collect a deficiency based on the fair market value of such real property 
security; (ill) may limit Bank's right to collect a deficiency judgment after a 
sale of any real property securing the Indebtedness; (iv) may require Bank to 
take only one action to collect the Indebtedness or that may otherwise limit the
remedies available to Bank to collect the Indebtedness.

The undersigned waives all rights and defenses arising out of an election of 
remedies by Bank even though that election of remedies, such as a nonjudicial 
foreclosure with respect to security for a guaranteed obligation, has destroyed 
the undersigned's rights of subrogation and reimbursement against Borrower by 
the operation of Section 580d of the Code of Civil Procedure or otherwise.

The undersigned acknowledges and agrees that this is a knowing and informed 
waiver of the undersigned's rights as discussed above and that Bank Is relying 
on this waives in extending credit to Borrower.

The undersigned acknowledge(s) that the Bank has the right to sell, assign, 
transfer, negotiate, or grant participations in all or any part of the 
Indebtedness and any related obligations, Including without limit this Guaranty.
In connection with that right, the Bank may disclose any documents and 
information which the Bank now or later acquires relating to the undersigned and
this Guarantor                 furnished by the Borrower, the undersigned or 
otherwise.  The undersigned further agree(s) that the Bank may disclose 
Information to the Borrower.  The undersigned agree(s) that the Bank may provide
information relating to this Guaranty to the undersigned to the Bank's parent, 
affiliates, subsidiaries and service providers.

The total obligation under this Guaranty shall be UNLIMITED unless specifically 
limited In the Additional Provisions of this Guaranty, and this obligation 
(whether unlimited or limited to the extent indicated in the Additional 
Provisions) shall include, IN ADDITION TO any limited amount of principal 
guaranteed, any and all interest on all Indebtedness and any and all costs and 
expenses of any kind, including without limit reasonable attorneys' fees and 
costs, incurred by the Bank at any time(s) for any reason in enforcing any of 
the duties and obligations of the undersigned under this Guaranty or otherwise 
incurred by the Bank in any way connected with this Guaranty, the Indebtedness 
or any other guaranty of the Indebtedness (including without limit reasonable 
attorneys' fees and other expenses incurred In any suit involving the conduct of
the Bank, the Borrower or the undersigned).  All of these costs and expenses 
shall be payable Immediately by the undersigned when incurred by the Bank, 
without demand, and until paid shall bear interest at the highest per annum rate
applicable to any of the Indebtedness, but not in excess of the maximum rate 
permitted by law.  Any reference in this Guaranty to attorneys' fees shall be 
deemed a reference to fees, charges, costs and expenses of both in-house and 
outside counsel and paralegals, whether or not a suit or action is instituted, 
and to court costs if a suit or action is instituted, and whether attorneys' 
fees or court costs are incurred at the trial court level, on appeal, In a 
bankruptcy, administrative or probate proceeding or otherwise.  Any reference in
the Additional Provisions or elsewhere (a) to this Guaranty being secured by 
certain collateral shall NOT be deemed to limit the total obligation of the 
undersigned under this Guaranty or (b) to this Guaranty being limited in any 
respect shall NOT be deemed to limit the total obligation of the undersigned 
under any prior or subsequent guaranty given by the undersigned to the Bank.

The undersigned unconditionally and irrevocably waive(s) each and every defense 
and setoff of any nature which, under principles of guaranty or otherwise, would
operate to impair or diminish in any way the obligation of the undersigned under
this Guaranty, and acknowledge(s) that each such waiver is by this reference 
incorporated into each security agreement, collateral assignment, pledge and/or 
other document from the undersigned now or later securing this Guaranty and/or 
the Indebtedness, and acknowledge(s) that as of the date of this Guaranty no 
such defense or setoff exists.  The undersigned acknowledge(s) that the 
effectiveness of this Guaranty Is subject to no conditions of any kind.

This Guaranty shall remain effective with respect to successive transactions 
which shall either continue the Indebtedness, increase or decrease It, or from 
time to time create new Indebtedness after all or any prior Indebtedness has 
been satisfied, until this Guaranty is terminated in the manner and to the 
extent provided above.

The undersigned warrant(s) and agree(s) that each of the waivers set forth above
are made with the undersigned's full knowledge of their significance and 
consequences, and that under the circumstances, the waivers are reasonable and 
not contrary to public policy or law If any of these waivers are determined to 
be contrary to any applicable law or public policy, these waivers shall be 
effective only to the extent permitted by law.

This Guaranty constitutes the entire agreement of the undersigned and the Bank 
with respect to the subject matter of this Guaranty.  No waiver, consent, 
modification or change of the terms of this Guaranty shall bind any of the 
undersigned or the Bank unless in writing and signed by the waiving party or an 
authorized officer of the waiving party, and then this waiver, consent, 
modification or change shall be effective only in the specific Instance and for 
the specific purpose given.  This Guaranty shall inure to the benefit of the 
Bank and its successors and assigns.  This Guaranty shall be binding on the 
undersigned and the undersigned's heirs, legal representatives, successors and 
assigns Including, without limit, any debtor In possession or trustee in 
bankruptcy for any of the undersigned.  The undersigned has (have) knowingly and
voluntarily entered into this Guaranty in good faith for the purpose of inducing
the Bank to extend credit or make other financial accommodations to the 
Borrower, and the undersigned acknowledge(s) that the terms of this Guaranty are
reasonable.  If any provision of this Guaranty is unenforceable in whole or in 
part for any reason, the remaining provisions shall continue to be effective.  
THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF 
THE STATE OF CALIFORNIA.


Additional Provisions (if any):

SEE EXHIBIT "A"ATTACHED HERETO AND MADE A PART HEREOF FOR ADDITIONAL PROVISION.

THE UNDERSIGNED AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A 
CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED, EACH PARTY, AFTER CONSULTING (OR 
HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY 
AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT WAIVES ANY RIGHT TO TRIAL BY JURY 
IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN 
ANY WAY RELATED TO, THIS GUARANTY OR THE INDEBTEDNESS.


IN WITNESS WHEREOF, the undersigned has (have) signed this Guaranty on          
JUNE 30, 1997


                              GUARANTOR(S) NETTER DIGITAL ENTERTAINMENT, INC.

                                By:            /s
                                       Signature of 

                                 Its:     COO
                                         (if Applicable)

                                  By:
                                           Signature of
                                   Its:
                                             (If Applicable)
                             GUARANTOR'SADDRESS

                                               5125 Lankershim Blvd.
                                               Street Address

                                                North Hollywood,  CA       91601
                                                City           State    Zip Code


BORROWER(S):

VIDESSENCE, INC.








Exhibit "A" attached to that certain Guaranty dated June 30, 1997 by and between
Netter Digital Entertainment, Inc. and Commercial Bank, California and made a 
part thereof


So long as this Guaranty remains in effect, the undersigned Guarantor agrees as 
follows:

1. Should Guarantor pledge, assign, encumber or otherwise give a security 
Interest in any portion of s assets, whether now owned or hereafter acquired.,  
Guarantor will provide Bank notification.


2. Within 45 days after the end of each calendar quarter, the Guarantor will 
deliver to Bank its internally prepared consolidating and consolidated 
statements with a compliance certificate and copies of current 10-Q reports.

3. Within ninety days after the end of each fiscal year, the Guarantor will 
deliver to Bank a CPA audited consolidating and consolidated fiscal year end
statement, with a current 10-K report.

4. At the end of each calendar quarter the Guarantor will maintain minimum 
working capital of at least $400,000.00.

5. At the end of each calendar quarter the Guarantor's ratio of total 
liabilities to Extended Net Worth shall be no greater than 1.25:1.00.

The undersigned Guarantor acknowledges that it will be an Event of Default under
the Loan and Security Agreement of even date if it should breach any, of the 
foregoing covenants, that all Indebtedness of Borrower to Bank- may be called 
due and payable in the event of such default, and that in such event Bank will 
have the right to call due all of Guarantor's obligation under this Agreement.