Quasi-M/L2800 (9/94)

                           MASTER LEASE AGREEMENT
                                   (Quasi)

THIS MASTER LEASE AGREEMENT, dated as of  6/18/98  ("Agreement"), between
General Electric Capital Corporation, with an office at 44 Old Ridgebury 
Road, Danbury, CT 06810 (hereinafter called, together with its successors and
assigns, if any,"Lessor"), and Netter Digital Entertainment, Inc., a 
corporation organized and existing under the laws of the State of Delaware
with its mailing address and chief place of business at 5125 Lankershim Blvd., 
North Hollywood, CA 91601 (hereinafter called "Lessee").

                                WITNESSETH:
 
I. LEASING:
(a) Subject to the terms and conditions set forth below, Lessor agrees to
lease to Lessee, and Lessee agrees to lease from Lessor, the equipment
("Equipment") described in Annex A to any schedule hereto ("Schedule")  Terms
defined in a Schedule and not otherwise defined herein shall have the 
meanings ascribed to them in such Schedule. (b) The obligation of Lessor to
purchase Equipment from the manufacturer or supplier thereof ("Supplier") and
to lease the same to Lessee under any Schedule shall be subject to receipt by
Lessor, prior to the Lease Commencement Date (with respect to such Equipment), 
of each of the following documents in form and substance satisfactory to 
Lessor: (i) a Schedule relating to the Equipment then to be leased hereunder,
(ii) paid in full invoice or other evidence of ownership of the Equipment,
(iii) evidence of insurance which complies with the requirements of Section
IX, and (iv) such other documents as Lessor may reasonably request. As a 
further condition to such obligations of Lessor, Lessee shall, upon delivery 
of such Equipment (but not later than the Last Delivery Date specified in the
applicable Schedule) execute and deliver to Lessor a Certificate of
Acceptance (in the form of Annex C to the applicable Schedule) covering such 
Equipment. Lessor hereby appoints Lessee its agent for inspection and 
acceptance of the Equipment from the Supplier. Upon execution by Lessee of 
any Certificate of Acceptance, the Equipment described thereon shall be 
deemed to have been delivered to, and irrevocably accepted by, Lessee for 
lease hereunder.

II. TERM, RENT AND PAYMENT:
(a) The rent payable hereunder and Lessee's fight to use the Equipment shall
commence on the date of execution by Lessee of the Certificate of Acceptance
for such Equipment ("Lease Commencement Date"). The term of this Agreement 
shall be the period specified in the applicable Schedule. If any term is
extended, the word "term" shall be deemed to refer to all extended terms, 
and all provisions of this Agreement shall apply during any extended terms, 
except as may be otherwise specifically provided in writing. (b) Rent shall 
be paid to Lessor at its address stated above, except as otherwise directed 
by Lessor. Payments of rent shall be in the amount set forth in, and due in
accordance with, the provisions of the applicable Schedule. If one or more 
Advance Rentals are payable, such Advance Rental shall be (i) set forth on
the applicable Schedule, (ii) due upon acceptance by Lessor of such Schedule,
and (iii) when received by Lessor, applied to the first rent payment and 
the balance, if any, to the final rental payment(s) under such Schedule. In 
no event shall any Advance Rental or any other rent payments be refunded to 
Lessee. If rent is not paid within ten days of its due date, Lessee agrees to
pay a late charge of five cents ($0.05) per dollar on, and in addition to, 
the amount of such rent but not exceeding the lawful maximum, if any.

III. TAXES:
Lessee shall have no liability for taxes imposed by the United States of 
America or any State or political subdivision thereof which are on or 
measured by the net income of Lessor. Lessee shall report (to the extent that
it is legally permissible) and pay promptly all other taxes, fees and 
assessments due, imposed, assessed or levied against any Equipment (or the 
purchase, ownership, delivery, leasing, possession, use or operation thereof), 
this Agreement (or any rentals or receipts hereunder), any Schedule, Lessor 
or Lessee by any foreign, federal, state or local government or taxing 
authority during or related to the term of this Agreement, including, without
limitation, all license and registration fees, and all sales, use, personal 
property, excise, gross receipts, franchise, stamp or other taxes, imposts, 
duties and charges, together with any penalties, fines or interest thereon 
(all hereinafter called "Taxes"). Lessee shall (i) reimburse Lessor upon 
receipt of written request for reimbursement for any Taxes charged to or 
assessed against Lessor, (ii) on request of Lessor, submit to Lessor written
evidence of Lessee's payment of Taxes, (iii) send a copy thereof to Lessor.

IV. REPORTS:
(a) Lessee will notify Lessor in writing, within ten days after any tax or 
other lien shall attach to any Equipment, of the full particulars thereof and
of the location of such Equipment on the date of such notification. (b) 
Lessee will within 90 days of the close of each fiscal year of Lessee, 
deliver to Lessor. Lessee's balance sheet and profit and loss statement, 
certified by a recognized firm of certified public accountants. Upon request
Lessee will deliver to Lessor quarterly, within 90 days of the close 
of each fiscal quarter of Lessee, in reasonable detail, copies of Lessee's 
quarterly financial report certified by the chief financial officer of Lessee. 
(c) Lessee will permit Lessor to inspect any Equipment during normal business
hours. (d) Lessee will keep the Equipment at the Equipment Location 
(specified in the applicable Schedule) and will promptly notify Lessor of any
relocation of Equipment. Upon the written request of Lessor, Lessee will 
notify Lessor forthwith in writing of the location of any Equipment as of the
date of such notification. (e) Lessee will promptly and fully report to 
Lessor in writing if any Equipment is lost or damaged (where the estimated 
repair costs would exceed 10% of its then fair market value), or is otherwise
involved in an accident causing personal injury or property damage. (f) 
Within 60 days after any request by Lessor, Lessee will furnish a certificate 
of an authorized officer of Lessee stating that he has reviewed the activities 
of Lessee and that, to the best of his knowledge, there exists no default (as 
described in Section XI) or event A hich with notice or lapse of time (or both) 
would become such a default.

V. DELIVERY, USE AND OPERATION:
(a) All Equipment shall be shipped directly from the Supplier to Lessee. (b)
Lessee agrees that the Equipment will be used by Lessee solely in the conduct
of its business and in a manner complying with all applicable federal, state,
and local laws and regulations. (c) LESSEE SHALL NOT ASSIGN, MORTGAGE. SUBLET
OR HYPOTHECATE ANY EQUIPMENT, OR THE INTEREST OF LESSEE HEREUNDER, NOR SHALL 
LESSEE REMOVE ANY EQUIPMENT FROM THE CONTINENTAL UNITED STATES, WITHOUT THE 
PRIOR WRITTEN CONSENT OF THE LESSOR. (d) Lessee will keep the Equipment free
and clear of all liens and encumbrances other than those which are granted in 
favor of or result from acts of Lessor.


VI. SERVICE:
(a) Lessee will, at its sole expense, maintain each unit of Equipment in good
operating order, repair, condition and appearance in accordance with 
manufacturer's recommendations, normal wear and tear excepted. Lessee shall,
if at any time requested by Lessor, affix in a prominent position on each unit 
of Equipment plates, tags or other identifying labels showing ownership 
thereof by Lessee and Lessor's security interest therein. (b) Lessee will not, 
without the prior consent of Lessor, affix or install any accessory, equipment 
or device on any Equipment if such addition will impair the originally 
intended function or use of such Equipment. All additions, repairs, parts,
supplies, accessories, equipment, and devices furnished, attached or affixed 
to any Equipment which are not readily removable shall be made only in 
compliance with applicable law; and shall become subject to the lien of 
Lessor. Lessee will not, without the prior written consent of Lessor and 
subject to such conditions as Lessor may impose for its protection, affix or
install any Equipment to or in any other personal or real property. (c) Any 
alterations or modifications to the Equipment that may, at any time during the 
term of this Agreement, be required to comply with any applicable law, rule or 
regulation shall be made at the expense of Lessee.

VII. STIPULATED LOSS VALUE:
Lessee shall promptly and fully notify Lessor in writing if any unit of 
Equipment shall be or become worn out, lost, stolen, destroyed, irreparably 
damaged in the reasonable determination of Lessee, or permanently rendered 
unfit for use from any cause whatsoever (such occurrences being hereinafter 
called "Casualty Occurrences"). On the rental payment date next succeeding a 
Casualty Occurrence (the "Payment Date"), Lessee shall pay Lessor the sum of
(x) the Stipulated Loss Value of such unit calculated as of the rental payment 
date next preceding such Casualty Occurrence ("Calculation Date"); and (y) all 
rental and other amounts which are due hereunder as of the Payment Date. Upon 
payment of all sums due hereunder, the term of this lease as to such unit 
shall terminate and (except in the case of the loss, theft or complete
destruction of such unit) Lessor shall be entitled to recover possession of 
such unit.

VIII. LOSS OR DAMAGE:
Lessee hereby assumes and shall bear the entire risk of any loss, theft, 
damage to, or destruction of, any unit of Equipment from any cause whatsoever 
from the time the Equipment is shipped to Lessee.

IX. INSURANCE:
Lessee agrees, at its own expense, to keep all Equipment insured for such 
amounts and against such hazards as Lessor may require, including, but not 
limited to, insurance for damage to or loss of such Equipment and liability 
coverage for personal injuries, death or property damage, with Lessor named as 
additional insured and with a loss payable clause in favor of Lessor, as its
interest may appear, irrespective of any breach of warranty or other act or 
omission of Lessee. The insurance shall provide (i) liability coverage in an
amount equal to at least ONE MILLION U.S. DOLLARS ($1,000,000.00) total 
liability per occurrence, and (ii) casual ty/property damage coverage in an 
amount equal to the higher of the Stipulated Loss value or the full 
replacement cost of the Equipment; or at such other amounts as may be 
required by Lessor. All such policies shall be with companies, and on terms, 
satisfactory to Lessor. Lessee agrees to deliver to Lessor evidence of 
insurance satisfactory to Lessor. No insurance shall be subject to any 
co-insurance clause. Lessee hereby appoints Lessor as Lessee's attorney-in-
fact to make proof of loss and claim for insurance, and to make adjustments 
with insurers and to receive payment of and execute or endorse all documents,
checks or drafts in connection with payments made as a result of such 
insurance policies. Any expense of Lessor in adjusting or collecting 
insurance shall be borne by Lessee. Lessee will not make adjustments with 
insurers except (i) with respect to claims for damage to any unit of 
Equipment where the repair costs do not exceed 10% of such unit's fair market 
value, or (ii) with Lessor's written consent. Said policies shall provide 
that the insurance may not be altered or canceled by the insurer until after
thirty (30) days written notice to Lessor. Lessor may, at its option, apply 
proceeds of insurance, in whole or in part, to (i) repair or replace 
Equipment or any portion thereof, or (ii) satisfy any obligation of Lessee to 
Lessor hereunder.

X. RETURN OF EQUIPMENT:
(a) Upon any expiration or termination of this Agreement or any Schedule, 
Lessee shall promptly, at its own cost and expense: (i) perform any testing 
and repairs required to place the affected units of Equipment in the same 
condition and appearance as when received by Lessee (reasonable wear and tear
excepted) and in good working order for their originally intended purpose; 
(ii) if deinstallation disassembly or crating is required, cause such units to 
be deinstalled disassembled and crated by an authorized manufacturer's 
representative or such other service person as is satisfactory to Lessor; and 
(iii) return such units to a location within the continental United States as 
Lessor shall direct. (b) Until Lessee has fully complied with the requirements 
of Section X(a) above, Lessee's rent payment obligation and all other 
obligations under this Agreement shall continue from month to month 
notwithstanding any expiration or termination of the lease term. Lessor may 
terminate such continued leasehold interest upon ten (10) days notice to 
Lessee.

XI. DEFAULT:
(a) Lessor may in writing declare this Agreement in default if Lessee breaches 
its obligation to pay rent or any other sum when due and fails to cure the 
breach within ten (10) days; Lessee breaches any of its insurance obligations
under Section IX; Lessee breaches any of its other obligations to Lessor 
hereunder or under any instrument, document or agreement between Lessor and 
Lessee and fails to cure that breach within thirty (30) days after written 
notice thereof-, any representation or warranty made by Lessee in connection
with this Agreement shall be false or misleading in any material respect; 
Lessee becomes insolvent or ceases to do business as a going concern; any 
Equipment is illegally used; or a petition is filed by or against Lessee 
under any bankruptcy or insolvency laws. Such declaration shall apply to all 
Schedules except as specifically excepted by Lessor. (b) After default at the 
request of Lessor, Lessee shall comply with the provisions of Section X(a). 
Lessee hereby authorizes Lessor to enter, with or without legal process, any 
premises where any Equipment is believed to be and take possession thereof 
Lessee shall, without further demand, forthwith pay to Lessor (i) as 
liquidated damages for loss of a bargain and not as a penalty, the Stipulated 
Loss Value of the Equipment (calculated as of the rental next preceding the 
declaration of default), and (ii) all rentals and other sums then due 
hereunder. Lessor may, but shall not be required to, sell Equipment at private 
or public sale, in bulk or in parcels, with or without notice, and without 
having the Equipment present at the place of sale; or Lessor may, but shall 
not be required to, lease, otherwise dispose of or keep idle all or part of the 
Equipment; and Lessor may use Lessee's premises for any or all of the 
foregoing without liability for rent, costs, damages or otherwise. The 
proceeds of sale, lease or other disposition, if any, shall be applied in the 
following order of priorities: (1) to pay all of Lessor's costs, charges and 
expenses incurred in taking, removing, holding, repairing and selling, leasing 
or otherwise disposing of Equipment; then, (2) to the extent not previously 
paid by Lessee, to pay Lessor all sums due from Lessee hereunder; then (3) to 
reimburse to Lessee any sums previously paid by Lessee as liquidated damages; 
and (4) any surplus shall be retained by Lessor. Lessee shall pay any 
deficiency in (1) and (2) forthwith. (c) The foregoing remedies are 
cumulative, and any or all thereof may be exercised in lieu of or in addition 
to each other or any remedies at law, in equity, or under statute. Lessee 
waives notice of sale or other disposition (and the time and place thereof), 
and the manner and place of any advertising. Lessee shall pay Lessor's actual 
attorney's fees incurred in connection with the enforcement, assertion, 
defense or preservation of Lessor's rights and remedies hereunder, or if 
prohibited by law, such lesser sum as may be permitted. Waiver of any default 
shall not be a waiver of any other or subsequent default. (d) Any default 
under the terms of this or any other agreement between Lessor and Lessee may 
be declared by Lessor a default under this and any such other agreement.



XII. ASSIGNMENT:
Lessor may, without the consent of Lessee, assign this Agreement or any 
Schedule. Lessee agrees that if Lessee receives written notice of an 
assignment from Lessor, Lessee will pay an rent and other amounts payable 
under any assigned Equipment Schedule to such assignee or as instructed by 
Lessor. Lessee further agrees to confirm in writing receipt of a notice of
assignment as may be reasonable requested by assignee. Lessee hereby waives 
and agrees not to assert against any such assignee any defense, set-off,
recoupment claim or counterclaim which Lessee has or may at any time have 
against Lessor for any reason whatsoever.

XIII. NET LEASE; NO SET-OFF, ETC:
This Agreement is a net lease. Lessee's obligation to pay rent and other
amounts due hereunder shall be absolute and unconditional. Lessee shall not be 
entitled to any abatement or reductions of, or set-offs against, said rent or 
other amounts, including, without limitation, those arising or allegedly 
arising out of claims (present or future, alleged or actual, and including 
claims arising out of strict tort or negligence of Lessor) of Lessee against 
Lessor under this Agreement or otherwise. Nor shall this Agreement terminate 
or the obligations of Lessee be affected by reason of any defect in or damage
to, or loss of possession, use or destruction of, any Equipment from 
whatsoever cause. It is the intention of the parties that rents and other 
amounts due hereunder shall continue to be payable in all events in the 
manner and at the times set forth herein unless the obligation to do so shall 
have been terminated pursuant to the express terms hereof.

XIV. INDEMNIFICATION:
(a) Lessee hereby agrees to indemnify, save and keep harmless Lessor, its 
agents, employees, successors and assigns from and against any and all losses, 
damages, penalties, injuries, claims, actions and suits, including legal 
expenses, of whatsoever kind and nature, in contract or tort, whether caused 
by the active or passive negligence of Lessor or otherwise, and including, but 
not limited to, Lessor's strict liability in tort, arising out of (i) the 
selection, manufacture, purchase, acceptance or rejection of Equipment, the 
ownership of Equipment during the term of this Agreement, and the delivery, 
lease, possession, maintenance, uses, condition, return or operation of 
Equipment (including, without limitation, latent and other defects, whether 
or not discoverable by Lessor or Lessee and any claim for patent, trademark or 
copyright infringement or environmental damage) or (ii) the condition of 
Equipment sold or disposed of after use by Lessee, any sublessee or employees 
of Lessee.  Lessee shall, upon request, defend any actions based on, or 
arising out of, any of the foregoing. (b) All of Lessor's rights, privileges 
and indemnities contained in this Section XIV shall survive the expiration or 
other termination of this Agreement and the rights, privileges and indemnities 
contained herein are expressly made for the benefit of, and shall be 
enforceable by Lessor, its successors and assigns.

XV. DISCLAIMER:
LESSEE ACKNOWLEDGES THAT IT HAS SELECTED THE EQUIPMENT WITHOUT ANY ASSISTANCE 
FROM LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR DOES NOT MAKE, HAS NOT MADE, NOR 
SHALL BE DEEMED TO MAKE OR HAVE MADE, ANY WARRANTY OR REPRESENTATION, EITHER 
EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE EQUIPMENT LEASED 
HEREUNDER OR ANY COMPONENT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY 
WARRANTY AS TO DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR 
WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR OPERATION, 
SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT, OR TITLE. All such risks, 
as between Lessor and Lessee, are to be borne by Lessee. Without limiting the 
foregoing, Lessor shall have no responsibility or liability to Lessee or any 
other person with respect to any of the following, regardless of any 
negligence of Lessor (i) any liability, loss or damage caused or alleged to be 
caused directly or indirectly by any Equipment, any inadequacy thereof, any 
deficiency or defect (latent or otherwise) therein, or any other circumstance 
in connection therewith; (ii) the use, operation or performance of any 
Equipment or any risks relating thereto; (iii) any interruption of service, 
loss of business or anticipated profits or consequential damages; or (iv) the 
delivery, operation, servicing, maintenance, repair, improvement or 
replacement of any Equipment. If, and so long as, no default exists under this 
Lease, Lessee shall be, and hereby is, authorized during the term of this 
Lease to assert and enforce, at Lessee's sole cost and expense, from time to 
time, in the name of and for the account of Lessor and/or Lessee, as their 
interests may appear, whatever claims and rights Lessor may have against any 
Supplier of the Equipment.

XVI. REPRESENTATIONS AND WARRANTIES OF LESSEE:
Lessee hereby represents and warrants to Lessor that on the date hereof and 
on the date of execution of each Schedule: (a) Lessee has adequate power and 
capacity to enter into, and perform under, this Agreement and all related 
documents (together, the "Documents") and is duly qualified to do business 
wherever necessary to carry on its present business and operations, including
the jurisdiction(s) where the Equipment is or is to be located. (b) The 
Documents have been duly authorized, executed and delivered by Lessee and 
constitute valid, legal and binding agreements, enforceable in accordance 
with their terms, except to the extent that the enforcement of remedies
therein provided may be limited under applicable bankruptcy and insolvency 
laws. (c) No approval, consent or withholding of objections is required from 
any governmental authority or instrumentality with respect to the entry into 
or performance by Lessee of the Documents except such as have already been 
obtained. (d) The entry into and performance by Lessee of the Documents will 
not: (i) violate any judgment, order, law or regulation applicable to Lessee
or any provision of Lessee's Certificate of Incorporation or By-Laws; or (ii) 
result in any breach of, constitute a default under or result in the creation 
of any lien, charge, security interest or other encumbrance upon any Equipment 
pursuant to any indenture, mortgage, deed of trust, bank loan or credit 
agreement or other instrument (other than this Agreement) to which Lessee is a 
party. (e) There are no suits or proceedings pending or threatened in court or 
before any commission, board or other administrative agency against or 
affecting Lessee, which will have a material adverse effect on the ability of 
Lessee to fulfill its obligations under this Agreement. (f) The Equipment 
accepted under any Certificate of Acceptance is and will remain tangible 
personal property. (g) Each Balance Sheet and Statement of Income delivered 
to Lessor has been prepared in accordance with generally accepted accounting 
principles, and since the date of the most recent such Balance Sheet and 
Statement of Income, there has been no material adverse change. (h) Lessee is 
and will be at all times validly existing and in good standing under the laws 
of the State of its incorporation (specified in the first sentence of this 
Agreement). (i) The Equipment will at all times be used for commercial or 
business purposes.

XVII. OWNERSHIP FOR TAX PURPOSES, GRANT OF SECURITY INTEREST; USURY SAVINGS:
(a) For income tax purposes, the parties hereto agree that it is their mutual
intention that Lessee shall be considered the owner of the Equipment. 
Accordingly, Lessor agrees (i) to treat Lessee as the owner of the Equipment 
on its federal income tax return, (ii) not to take actions or positions 
inconsistent with such treatment on or with respect to its federal income tax 
return, and (iii) not to claim any tax benefits available to an owner of the 
Equipment on or with respect to its federal income tax return. The foregoing 
undertakings by Lessor shall not be violated by Lessor's taking a tax position 
inconsistent with the forgoing sentence to the extent such a position is 
required by law or is taken through inadvertence so long as such inadvertent
tax position is reversed by Lessor promptly upon its discovery.  Lessor shall 
in no event be liable to Lessee if Lessee fails to secure any of the tax 
benefits available to the owner of the Equipment.  (b) Lessee hereby grants to 
Lessor a first security interest in the Equipment, together with all 
additions, attachments, accessions, accessories and accessions thereto whether 
or not furnished by the Supplier of the Equipment and any and all 
substitutions, replacements or exchanges therefore, and any and all insurance 
and/or other proceeds of the property in and against which a security interest 
is granted hereunder. Notwithstanding anything to the contrary contained 
elsewhere in this Agreement, to the extent that Lessor asserts a purchase 
money security interest in any items of Equipment ("PMSI Equipment"): (i) the 
PMSI Equipment shall secure only those sums which have been advanced by Lessor 
for the purchase of the PMSI Equipment, or the acquisition of rights therein, 
or the use thereof (the "PMSI Indebted ness "), and (ii) no other Equipment 
shall secure the PMSI Indebtedness. (c) It is the intention of the parties 
hereto to comply with any applicable usury laws to the extent that any 
Schedule is determined to be subject to such laws; accordingly, it is agreed 
that, notwithstanding any provision to the contrary in any Schedule or the 
Lease, in no event shall any Schedule require the payment or permit the 
collection of interest in excess of the maximum amount permitted by applicable 
law. If any such excess interest is contracted for, charged or received under 
any Schedule or the Lease, or in the event that all of the principal balance 
shall be prepaid, so that under any of such circumstances the amount of 
interest contracted for, charged or received under any Schedule or the Lease 
shall exceed the maximum amount of interest permitted by applicable law, then 
in such event (a) the provisions of this paragraph shall govern and control, 
(b) neither Lessee nor any other person or entity now or hereafter liable for 
the payment hereof shall be obligated to pay the amount of such interest to 
the extent that it is in excess of the maximum amount of interest permitted by 
applicable law, (c) any such excess which may have been collected shall be 
either applied as a credit against the then unpaid principal balance or 
refunded to Lessee, at the option of the Lessor, and (d) the effective rate of 
interest shall be automatically reduced to the maximum lawful contract rate 
allowed under applicable law as now or hereafter construed by the courts 
having jurisdiction thereof. It is further agreed that without limitation of 
the foregoing, all calculations of the rate of interest contracted for, 
charged or received under any Schedule or the Lease which are made for the 
purpose of determining whether such rate exceeds the maximum lawful contract 
rate, shall be made, to the extent permitted by applicable law, by amortizing, 
prorating, allocating and spreading in equal parts during the period of the 
full stated term of the indebtedness evidenced hereby, all interest at any 
time contracted for, charged or received from Lessee or otherwise by Lessor 
in connection with such indebtedness; provided, however, that if any 
applicable state law is amended or the law of the United States of America 
preempts any applicable state law, so that it becomes lawful for Lessor to 
receive a greater interest per annum rate than is presently allowed, the 
Lessee agrees that, on the effective date of such amendment or preemption, as 
the case may be, the lawful maximum hereunder shall be increased to the 
maximum interest per annum rate allowed by the amended state law or the law of 
the United States of America.

XVIII. EARLY TERMINATION:
(a) On or after the First Termination Date (specified in the applicable 
Schedule), Lessee may, so long as no default exists hereunder, terminate this 
Agreement as to all (but not less than all) of the Equipment on such Schedule 
as of a Rent Payment Date ("Termination Date") upon at least 90 days prior 
written notice to Lessor. (b) Lessee shall, and Lessor may, solicit cash bids 
for the Equipment on an AS IS, WHERE IS BASIS without recourse to or warranty 
from Lessor, express or implied ("AS IS BASIS"). Prior to the Termination Date, 
Lessee shall (i) certify to Lessor any bids received by Lessee and (ii) pay to
Lessor (A) the Termination Value (calculated as of the rental due on the 
Termination Date) for the Equipment, and (B) all rent and other sums due and 
unpaid as of the Termination Date. (c) Provided that all amounts due hereunder 
have been paid on the Termination Date, Lessor shall (i) sell the Equipment 
on an AS IS BASIS for cash to the highest bidder and (ii) refund the proceeds 
of such sale (net of any related expenses) to Lessee up to the amount of the 
Termination Value. If such sale is not consummated, no termination shall occur 
and Lessor shall refund the Termination Value (less any expenses incurred by 
Lessor) to Lessee. (d) Notwithstanding the foregoing, Lessor may elect by 
written notice, at any time prior to the Termination Date, not to sell the 
Equipment. In that event, on the Termination Date Lessee shall (i) return the 
Equipment (in accordance with Section X) and (ii) pay to Lessor all amounts 
required under Section XVIII(b) less the amount of the highest bid certified 
by Lessee to Lessor.

XIX. EARLY PURCHASE OPTION:
(a) Provided that the Lease has not been earlier terminated and provided 
further that Lessee is not in default under the Lease or any other agreement 
between Lessor and Lessee, Lessee may, UPON AT LEAST 30 DAYS BUT NO MORE THAN 
270 DAYS PRIOR WRITTEN NOTICE TO LESSOR OF LESSEE'S IRREVOCABLE ELECTION TO 
EXERCISE SUCH OPTION, purchase all (but not less than all) of the Equipment 
listed and described in this schedule on any Rent Payment Date following the 
First Termination Date as set forth in this Schedule, and prior to the date 
which is the scheduled expiration of this Lease (the "Early Purchase Date"), 
for a price equal to (i) the Termination Value (calculated as of the Early 
Purchase Date) for the Equipment, and (ii) all rent and other sums due and 
unpaid as of the Purchase Date (the "Early Option Price"), plus all applicable 
sales taxes on an AS IS BASIS. (The purchase option granted by this subsection 
shall be referred to herein as the "Early Purchase Option"). (b) If Lessee 
exercises its Early Purchase Option with respect to the Equipment leased 
hereunder, then on the Early Purchase Date, Lessee shall pay to Lessor any 
rent and other sums due and unpaid on the Early Purchase Date and Lessee shall 
pay the Early Option Price, plus all applicable sales taxes, to Lessor in 
cash.

XX. PURCHASE OPTION:
(a) So long as no default exists hereunder and the lease has not been earlier 
terminated, Lessee may at lease expiration purchase all (but not less than 
all) of the Equipment in any Schedule on an AS IS, WHERE IS BASIS for cash 
equal to the amount indicated in such Schedule (the "Option Payment"). The 
Option Payment shall be due and payable in immediately available funds on the 
Expiration Date. (b) Lessee shall be deemed to have waived this option unless 
it provides Lessor with written notice of its irrevocable election to exercise 
the same not less than 90 days prior to the Expiration Date.

XXI. MISCELLANEOUS:
(a) LESSEE HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY 
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, 
THIS LEASE, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN LESSEE AND 
LESSOR RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED 
TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN LESSEE 
AND LESSOR. The scope of this waiver is intended to be all encompassing of any 
and all disputes that may be filed in any court (including, without 
limitation, contract claims, tort claims, breach of duty claims, and all other 
common law and statutory claims). THIS WAIVER IS IRREVOCABLE MEANING THAT IT 
MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO 
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS 
LEASE, ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING 
TO THIS TRANSACTION OR ANY RELATED TRANSACTION. In the event of litigation, 
this Lease may be filed as a written consent to a trial by the court. (b) 
Unless and until Lessee exercises its rights under Section XIX above, nothing 
herein contained shall give or convey to Lessee any right, title or interest 
in and to any Equipment except as a lessee. Any cancellation or termination by 
Lessor, pursuant to the provision of this Agreement, any Schedule supplement 
or amendment hereto, or the lease of any Equipment hereunder, shall not 
release Lessee from any then outstanding obligations to Lessor hereunder. All 
Equipment shall at all times remain personal property of Lessor regardless of 
the degree of its annexation to any real property and shall not by reason of 
any installation in, or annexation to, real or personal property become a part 
thereof. (c) Time is of the essence of this Agreement. Lessor's  failure at
any time to require strict performance by Lessee of any of the provisions 
hereof shall not waive or diminish Lessor's right thereafter to demand strict 
compliance therewith. Lessee agrees, upon Lessor's request, to execute any 
instrument necessary or expedient for filing, recording or perfecting the 
interest of Lessor. All notices required to be given hereunder shall be deemed 
adequately given if sent by registered or certified mail to the addressee at 
its address stated herein, or at such other place as such addressee may have 
designated in writing. This Agreement and any Schedule and Annexes thereto 
constitute the entire agreement of the parties with respect to the subject 
matter hereof. NO VARIATION OR MODIFICATION OF THIS AGREEMENT OR ANY WAIVER 
OF ANY OF ITS PROVISIONS OR CONDITIONS, SHALL BE VALID UNLESS IN WRITING AND
SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE PARTIES HERETO. 	


(d) in case of a failure of Lessee to comply with any provision of this 
Agreement, Lessor shall have the right, but shall not be obligated to, effect 
such compliance, in whole or in part; and all moneys spent and expenses and 
obligations incurred or assumed by Lessor in effecting such compliance shall 
constitute additional rent due to Lessor within five days after the date 
Lessor sends notice to Lessee requesting payment. Lessor's effecting such 
compliance shall not be a waiver of Lessee's default- (e) Any rent or other 
amount not paid to Lessor when due hereunder shall bear interest, both before 
and after any judgment or termination hereof, at the lesser of eighteen 
percent per annum or the maximum rate allowed by law. Any provisions in this 
Agreement and any Schedule which are in conflict with any statute, law or 
applicable rule shall be deemed omitted, modified or altered to conform 
thereto.

IN WITNESS WHEREOF, Lessee and Lessor have caused this Agreement to be 
executed by their duly authorized representatives as of the date first above 
written. 



LESSOR:			                              			LESSEE:
 
General Electric Capital Corporation 						Netter Digital Entertainment, Inc.

By: /s/  Richard Lamy                      By: /s/  Chad Kalebic

Name:    Richard Lamy                 					Name:    Chad Kalebic
Title:   Risk Analyst				                		Title:   CFO






2803 Quasi FXD E.S.

                            EQUIPMENT SCHEDULE
                        (Quasi Lease - Fixed Rate)
  
                             SCHEDULE NO. 001

                           DATED THIS    6/18/98
                         TO MASTER LEASE AGREEMENT
             	             DATED AS OF   6/18/98
		
Lessor & Mailing Address:             		 Lessee & Mailing Address:

General Electric Capital Corporation 		  Netter Digital Entertainment, Inc.
44 Old Ridgebury Road 		                 5125 Lankershim Blvd.
Danbury, CT 06810 		                     North Hollywood, CA 91601

Capitalized terms not defined herein shall have the meanings assigned to them 
in the Master Lease Agreement identified above ("Agreement", said Agreement 
and this Schedule being collectively referred to as "Lease").


A. Equipment

Pursuant to the terms of the Lease, Lessor agrees to acquire and lease to 
Lessee the Equipment listed on Annex A attached hereto and made a part Hereof.

B. Financial Terms

1.	 Advance Rent (if any):   *
2.	 Capitalized Lessor's Cost:  $373,810.98.
3.	 Basic Term Lease Rate Factor:  *
4.	 Daily Lease Rate Factor:   *
5.	 Basic Term (No. of Months):   36.
6.	 Basic Term Commencement Date:   6/18/98
7.	 Equipment Location:   5125 Lankershim Blvd., North Hollywood, CA, 91601.
8.	 Lessee Federal Tax ID No:   953392054.
9.	 Supplier: 	Computer Network & Communication, New Tek, Band Pro Film Video. 
10.	Last Delivery Date:  _____________
11	 First Termination or Purchase Date:   Thirty-six (36) months after the 
    Basic Term Commencement Date.
12	 Interest Rate:   *
13. Lessee agrees and acknowledges that the Capitalized Lessor's Cost of the 
    Equipment as stated on the Schedule is equal to the fair market value of 
    the Equipment on the date hereof.
14	 Option Payment:   $101.00

C.	Term and Rent

1.  Interim Rent.  For the period from and including the Lease Commencement 
Date to the Basic Term Commencement Date ("Interim Period"),Lessee shall pay 
as rent ("Interim Rent") for each unit of Equipment, die product of the Daily
Lease Rate Factor times the Capitalized Lessor's Cost of such unit times the 
number of days in the Interim Period. Interim Rent shall be due on Not 
Applicable.

2.  Basic Term Rent. Commencing on 8/1/98 and on the same day of each month 
thereafter (each, a "Rent Payment Date") during the Basic Term, Lessee shall
pay as rent(" Basic Term Rent") the product of the Basic Term Lease Rate 
Factor times the Capitalized Lessor's cost of all Equipment on this Schedule.

3.  Adjustment to Capitalized Lessor's Cost. Lessee hereby irrevocably 
authorizes Lessor to adjust the Capitalized Lessor's Cost up or down by no
more than 10% to account for equipment change orders, equipment returns, 
invoicing errors, and similar matters. Lessee acknowledges and agrees that the 
Rent shall be adjusted as a result of such change in the Capitalized Lessor's 
Cost (pursuant to paragraphs I and 2 above). Lessor shall send Lessee a 
written notice stating the final Capitalized Lessor's Cost, if different from 
that disclosed on this Schedule.

D.	Insurance

1. Public Liability:   $1,000,000 total liability per occurrence.

2. Casualty and Property Damage:  An amount equal to the higher of the 
   Stipulated Loss Value or the full replacement cost of the Equipment.


E.	Interest Rate:  Interest shall accrue from the Lease Commencement Date 
   through and including the date of termination of the Lease.

     Except as expressly modified hereby, all terms and provisions of the 
Agreement shall remain in full force and effect.  This Schedule is not binding 
or effective with respect to the Agreement or Equipment until executed on 
behalf of Lessor and Lessee by authorized representatives of Lessor and 
Lessee, respectively.

IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be executed 
by their duly authorized representatives as of the date first 
above written.

LESSOR:                                 	LESSEE:
General Electric Capital Corporation	    Netter Digital Entertainment, Inc.

By:  /s/  Richard Lamy                   By:  /s/  Chad Kalebic

Name:     Richard Lamy                   Name:     Chad Kalebic
Title:    Risk Analyst                   Title:    Chief Financial Officer





 2803 Quasi FXD E.S.
                          	EQUIPMENT SCHEDULE
			                     (Quasi Lease - Fixed Rate)

		                          SCHEDULE NO. 002
	                                                    
	                          DATED THIS  7/1/98
		                                                   
		                      TO MASTER LEASE AGREEMENT

	                       DATED AS OF June 18,1998


Lessor & Mailing Address:				            	Lessee & Mailing Address:

General Electric Capital Corporation 					Netter Digital Entertainment, Inc.
44 Old Ridgebury Road                					5125 Lankershim Blvd.
Danbury, CT 06810					                    North Hollywood, CA 91601

	

Capitalized terms not defined herein shall have the meanings assigned to them
in the Master Lease Agreement identified above ("Agreement"; said Agreement 
and this Schedule being collectively referred to as "Lease").

A.	Equipment

Pursuant to the terms of the Lease, Lessor agrees to acquire and lease to 
Lessee the Equipment listed on Annex A attached hereto and made a part hereof.

B. Financial Terms

1.	  Advance Rent (if any):  *
2.	  Capitalized Lessor's cost: $451,671.37.
3.	  Basic Term Lease Rate Factor:  *
4.	  Daily Lease Rate Factor:  *
5.	  Basic Term (No. of Months):  36
6.	  Basic Term Commencement Date:  7/1/98
7.	  Equipment Location:   5125 Lankershim Blvd., North Hollywood, CA 91601.
8.	  Lessee Federal Tax ID No: 953392054.
9.	  Supplier: 	RFX, Band Pro Field Video, Reflections in Video, NewTek 
     Partners, Computer Network & Communications, Westfall	Interior Systems 3 
     Point Digital.
10.  Last Delivery Date:   7/1/98
11.	 First Termination or Purchase Date:  Thirty-six (36) months after the 
     Basic Term Commencement Date.
12.	 Interest Rate:  *
13.	 Lessee agrees and acknowledges that the Capitalized Lessor's Cost of the
     Equipment as stated on the Schedule is equal to the fair market value of
     the Equipment on the date hereof.
14.	 Option Payment: $1.00

C.	Term and Rent

   1. Interim Rent.  For the period from and including the Lease Commencement
      Date to the Basic Term Commencement Date ("Interim  Period"),
      Lessee shall pay as rent ("Interim Rent") for each unit of Equipment, 
      the product of the Daily Lease Rate Factor times the Capitalized
      Lessor's Cost of such unit times the number of days in the Interim 
      Period.   Interim Rent shall be due on Not Applicable.

   2. Basic Term Rent. Commencing on 7/1/98 and on the same day of each month
      thereafter (each, a "Rent Payment Date") during the Basic Term, Lessee 
      shall pay as rent ("Basic Term Rent") the product of the Basic Term 
      Lease Rate Factor times the Capitalized Lessor's Cost of all Equipment 
      on this Schedule.

   3. Adjustment to Capitalized Lessor's Cost. Lessee hereby irrevocably 
      authorizes Lessor to adjust the Capitalized Lessor's Cost up or down by
      no more than 10% to account for equipment change orders, equipment 
      returns, invoicing errors, and similar matters. Lessee acknowledges and
      agrees that the Rent shall be adjusted as a result of such change in the 
      Capitalized Lessor's Cost (pursuant to paragraphs 1 and 2 above). Lessor 
      shall send Lessee a written notice stating final Capitalized Lessor's 
      Cost if different from that disclosed on this Schedule.



D.	Insurance

   1. Public Liability: $1,000,000 total liability per occurrence.
 
   2. Casualty and Property Damage: An amount equal to the higher of the 
   Stipulated Loss Value or the full replacement cost of the Equipment.

E.	Interest Rate:  Interest shall accrue from the Lease Commencement Date 
   through and including the date of termination of the Lease.

Except as expressly modified hereby, all terms and provisions of the Agreement 
shall remain in full force and effect. This Schedule is not binding or 
effective with respect to the Agreement or Equipment until executed on behalf
of Lessor and Lessee by authorized representatives of Lessor and Lessee, 
respectively.

IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be executed 
by their duty authorized representatives as of the date first above written.

LESSOR:
General Electric Capital Corporation

By:  /s/  Richard Lamy

Name:     Richard Lamy
Title:    Risk Analyst

 

LESSEE: Netter Digital Entertainment, Inc.

By:  /s/  Chad Kalebic

Name:     Chad Kalebic 
Title:    Chief Financial Officer