EXHIBIT 10.16
                          [LETTERHEAD OF IMPERIAL BANK]
                                      NOTE

$ 350,000.00              Beverly Hills, California            November 15, 1996

On November 15, 1999,  and as  hereinafter  provided,  for value  received.  the
undersigned  promises  to pay to IMPERIAL  BANK  ("Bank") a  California  banking
corporation,  or order, at its Beverly Hills Regional office,  the principal sum
of $350,000.00 or such sums up to the maximum if so stated,  as the Bank may now
or hereafter advance to or for the benefit of the undersigned in accordance with
the terms hereof,  together with  interest  from date of  disbursement  or N/A,
whichever  is later,  on the unpaid  principal  balance [ ] at the rate of     %
per year [X] at the rate of 0.000% per year in  excess  of the rate of  interest
which Bank has  announced as its prime  lending rate (the "Prime  Rate").  which
shall  vary  concurrently  with any  change  in such  Prime  Rate,  or $ 250.00,
whichever is greater.  Interest shall be computed at the above rate on the basis
of the actual number of days during which the principal  balance is outstanding,
divided by 360, which shall, for interest  computation  purposes,  be considered
one year.

Interest  shall be payable [X] monthly [ ] quarterly [ ] included with principal
[ ] in addition to principal [ ],  beginning  December  15, 1996,  and if not so
paid shall become a part of the  principal.  All payments shall be applied first
to any late  charges  owing,  then to  interest  and the  remainder,  If any, to
principal.  [X] (If  checked),  Principal  shall be payable in  installments  of
$11,000.00 or more,  each  installment on the 15th day of each month,  beginning
December 15, 1996.  Advances not to exceed any unpaid  balance  owing at any one
time equal to the maximum amount  specified  above, may be made at the option of
Bank.

Any partial prepayment shall be applied to the installments,  if any, in inverse
order of maturity Should default be made in the payment of principal or Interest
when due, or in the performance or observance,  when due. of any item,  covenant
or  condition  of any deed of  trust,  security  agreement  or  other  agreement
(Including  amendments  or  extensions  thereof)  securing or pertaining to this
note,  at the option of the  holder  hereof and  without  notice or demand,  the
entire balance of principal and accrued interest then remaining unpaid shall (a)
become immediately due and payable, and (b) thereafter bear interest, until paid
in full, at the increased rate of 5% per year In excess of the rate provided for
above, as it may vary from time to time.

Defaults  shall  include,  but not be limited to. the failure of the maker(s) to
pay  principal  or interest  when due;  the filing as to each  person  obligated
hereon,  whether as maker,  co-maker,  endorser or  guarantor  (individually  or
collectively  referred  to as  the  "Obligor")  of a  voluntary  or  involuntary
petition under the provisions of the Federal Bankruptcy Act; the issuance of any
attachment  or  execution  against  any asset of any  Obligor;  the death of any
Obligor or any  deterioration  of the  financial  condition of any Obligor which
results in the holder hereof considering itself, in good faith, insecure.

[X] If any installment payment,  interest payment principal payment or principal
balance payment due hereunder is delinquent ten or more days,  Obligor agrees to
pay Bank a late charge in the amount of 5% of the payment so due and unpaid,  in
addition to the payment; but nothing in this paragraph is to be construed as any
obligation  on the part of the  holder  of this note to  accept  payment  of any
payment past due or less than the total unpaid principal balance after maturity.

If this note is not paid when due,  each  Obligor  promises to pay all costs and
expenses of  collection  and  reasonable  attorneys  fees incurred by the holder
hereof on account of such  collection,  plus interest at the rate  applicable to
principal,  whether or not suit is filed  hereon.  Each Obligor shall be jointly
and  severally  liable  hereon  and  consents  to  renewals,   replacements  and
extensions of time for payment hereof,  before, at, or after maturity;  consents
to the acceptance, release or substitution of security for this note; and waives
demand and  protest  and the right to assert any  statute  of  limitations.  Any
married  person who signs this note  agrees  that  recourse  may be had  against
separate  property for any obligations  hereunder.  The  indebtedness  evidenced
hereby  shall be payable in lawful  money of the  United  States.  In any action
brought under or arising out of this note, each Obligor,  including successor(s)
or  assign(s)  hereby  consents to the  application  of  California  law, to the
jurisdiction  of any  competent  court  within the State of  California,  and to
service of process by any means authorized by California law.

No single or  partial  exercise  of any  power  hereunder,  or under any deed of
trust,  security  agreement or other  agreement  in  connection  herewith  shall
preclude  other or further  exercises  thereof or to  exercise of any other such
power.  The holder  hereof shall at all times have the right to proceed  against
any  portion of the  security  for this note in such order and in such manner as
such holder may consider appropriate, without waiving any rights with respect to
any of the  security.  Any delay or omission on the part of the holder hereof in
exercising any right hereunder,  or under any deed of trust,  security agreement
or other agreement, shall not operate as a waiver of such right, or of any other
right,  under  this  note or any  deed of  trust,  security  agreement  or other
agreement in connection herewith

Notwithstanding  the amount  specified for the monthly  payment,  the amount due
monthly shall never be less than interest accrued.

                                 CAPITAL TITLE AGENCY.  INC.

                                 By: /s/ Donald R.  Head
                                    ------------------------------------------
                                    Donald R.  Head, Chairman of the Board/CEO