COMERICA LEASING, A DIVISION OF COMERICA BANK
LEASE FINANCING AGREEMENT
LEASE FINANCING AGREEMENT dated as of April 8,1998, by and between 
COMERICA LEASING, A DIVISION OF COMERICA BANK, a Michigan Banking 
corporation, with its principal office located at 29201 Telegraph 
Road, Southfield, Michigan, 48034, and with local offices located at 
55 Almaden Boulevard, lst Floor, San Jose, California 95113 (herein 
"CLCB") and NETTER DIGITAL ENTERTAINMENT, INC. , a Delaware 
corporation of 5125 Lankershim Blvd., North Hollywood, CA 91601 
(herein called "Lessee").

Upon the terms and conditions contained herein, CLCB agrees to lease 
to Lessee, and Lessee agrees to lease from CLCB, and grant to CLCB a 
security interest in, the Equipment described in the Lease 
Schedule(s) executed from time to time by the parties and thereby 
made a part hereof.  "Schedule" as used herein includes each of such 
Lease Schedules, together with any amendments, attachments and 
exhibits thereto, each of which shall be deemed to be a part of this 
Capital Lease Financing Agreement and collectively referred to as 
the "Agreement" and/or "Lease Agreement".  "Equipment" as used 
herein shall mean all the Equipment which shall be subject to the 
term of this Agreement as identified on the Schedules and/or 
Exhibits attached hereto or referenced herein or otherwise 
incorporated by reference.  Individual pieces of such Equipment 
shall be referred to as "Item(s)" or "Item(s) of Equipment".

1. LEASE STATUS AND EFFECTIVE DATE.  The terms and provisions of 
this Agreement shall be effective as of the date Lessee certifies in 
writing that the Equipment has been delivered to and accepted by 
Lessee or as of the date CLCB confirms to the seller or supplier of 
the Equipment the purchase of or the purchase order for the 
Equipment, whichever occurs first, and shall continue for the period 
specified in the Schedule pertaining to the Equipment unless sooner 
terminated as provided hereunder (herein called the "Term").  The 
rental payments shall be payable as set forth in each Schedule.  The 
parties agree that this Agreement represents a financing arrangement 
referred to as a "Lease Financing Agreement" to which the relevant 
provisions of Article 9 (Secured Transactions) of the Michigan 
Uniform Commercial Code (MCLA Section 440.9101 ET SEO) are 
applicable.

2. RENT, TAXES, ETC.  The amount and terms of payment of the rental 
for the Equipment shall be as provided for in the Schedule 
pertaining thereto.  Lessee shall also pay and discharge when due, 
whether payable by or billed or assessed to CLCB or Lessee, all 
license fees, assessments, and sales, use, property, excise and 
other taxes now or hereafter imposed by any federal, state or local 
government upon or with respect to this Agreement, any of the 
Equipment or payments hereunder (excluding only taxes based solely 
on CLCB's net income), together with any interest or penalties in 
connection therewith.  The parties agree that the Lessee shall 
include the Items of Equipment in the ad valorem tax returns to be 
filed by the Lessee in the applicable states or localities and that 
CLCB shall not include the Items of Equipment in any ad valorem tax 
returns filed by them in such states or localities.  Lessee agrees 
to comply with all state and local laws requiring the filing of any 
tax returns or any reports relating to the Equipment and promptly 
furnish to CLCB evidence of such filings and payment of the taxes.

3. WARRANTY.  CLCB warrants that it has received whatever title was 
conveyed to CLCB by CLCB's predecessor in title to such Equipment.  
CLCB further warrants that during the term of the Lease, if no 
default has occurred, Lessee's use of the Equipment shall not be 
interrupted by CLCB or anyone claiming solely through or under CLCB 
regarding matters not related to this Agreement or the transactions 
contemplated thereby.

Lessee acknowledges and agrees that (i) the Equipment is of a size, 
design, capacity and manufacture selected by Lessee, (ii) CLCB is 
not a manufacturer thereof, nor a manufacturer's agent, nor a dealer 
in property of such kind as the Equipment, and (iii) as between CLCB 
and Lessee, LESSEE LEASES THE EQUIPMENT AS IS AND THAT CLCB HAS NOT 
MADE, NOR DOES IT MAKE, ANY REPRESENTATION OR WARRANTY OR AGREEMENT 
WITH RESPECT TO THE FITNESS, MERCHANTABILITY, CONDITION, QUALITY, 
DURABILITY OR SUITABILITY OF THE EQUIPMENT IN ANY RESPECT INCLUDING 
ITS FITNESS FOR THE PURPOSES AND USES OF LESSEE, OR AS TO CLCB'S 
TITLE THERETO OR LESSEE'S RIGHT TO QUIET ENJOYMENT OF THE SAME 
(EXCEPT AS SPECIFICALLY SET FORTH HEREIN), OR ANY OTHER 
REPRESENTATION OR WARRANTY OR AGREEMENT OF ANY KIND OR CHARACTER, 
EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT THERETO, ALL OF 
WHICH ARE HEREBY SPECIFICALLY DISCLAIMED.  Lessee acknowledges that 
Lessee has reviewed and approved the Purchase Order, Supply Contract 
or Purchase Agreement covering the Equipment purchased from the 
seller or supplier thereof for lease to Lessee.

                                                Lessee's Initials

CLCB agrees to assign, without warranty or representation as to 
legality or validity, to Lessee, at Lessee's request and so long as 
there has been no default hereunder, all rights which CLCB may have 
against the seller of the Equipment by reason of and arising out of 
the purchase of such Equipment, including any implied or express 
warranties respecting the Equipment.

4. ACCEPTANCE; NET LEASE.  Acceptance by Lessee of the Equipment 
shall be conclusively presumed upon delivery of the Equipment to 
Lessee.  If CLCB so requests, Lessee will furnish CLCB with a 
Certificate of Equipment Acceptance in CLCB's form.  This Agreement 
is a "net lease" and Lessee's obligation to pay rental and other 
amounts payable hereunder shall be absolute and unconditional and 
shall not be subject to any abatement, reduction, setoff, defense, 
or counterclaim whatsoever (and lessee hereby waives all of the 
foregoing to any extent permitted by law), including, but not 
limited to, abatements or reductions due to any present or future 
claims of Lessee against CLCB hereunder or otherwise.  Nor, except 
as otherwise expressly provided herein, shall this Agreement 
terminate or the obligations of Lessee hereunder be affected, by 
reason of any defect in, damage to, or loss or destruction of any of 
the Equipment from any cause whatsoever, including any defect in the 
condition, design, operation or fitness for use of the Equipment, 
any liens, encumbrances, security interests or rights of others with 
respect to any of the Equipment, the taking or requisitioning of the 
Equipment by condemnation or otherwise, the
prohibition by government action of Lessee's use of the Equipment, 
the interference with such use by any private person or corporation, 
the invalidity or unenforceability or lack of due authorization or 
other infirmity of this Agreement.

5. DELIVERY AND INSTALLATION.  Unless otherwise agreed in writing, 
all insurance, transportation, rigging, drayage, installation and 
other charges in connection with the delivery and installation of 
the Equipment, or with the removal to another location, are to be 
paid by Lessee.

6. CARE AND USE OF EQUIPNWNT.  Lessee (i) shall, at its expense, 
maintain the Equipment in good operating condition, repair, and 
appearance, and protect the same from deterioration, ordinary wear 
and tear excepted; (ii) shall use the Equipment in the regular 
course of its business only within its normal capacity, without 
abuse, and in a manner contemplated by the manufacturer and required 
by any insurers thereof, and (iii) shall cause the Equipment at all 
times to be in compliance with all applicable governmental rules and 
regulations and laws.  Lessee shall not make modifications, 
alterations, or additions to the Equipment without the prior written 
consent of CLCB and no such modifications, alterations or additions 
shall be made which adversely affect the value or utility of the 
Equipment.

7. DAMAGE TO EQUIPMENT.  Lessee hereby assumes all risks of loss, 
theft, damage, or destruction, partial or complete, of the Equipment 
from any and every cause whatsoever commencing with delivery of the 
Equipment to Lessee, an agent of Lessee or to a carrier consigned 
for shipment to Lessee or an agent of Lessee, whichever is earlier.  
Lessee agrees to give prompt written notice to CLCB in the event of 
any loss of, or damage to, any Equipment.  The total or partial 
destruction of any Equipment or the total or partial loss of use or 
possession thereof to Lessee shall not release or relieve Lessee 
from any obligation of Lessee hereunder which shall remain in full 
force and effect.  In the event of damages of any kind whatever to 
any Equipment, Lessee at its expense (except to the extent of any 
proceeds of insurance provided by Lessee which shall have been 
received by CLCB as a result of such loss, theft, damage, or 
destruction), and at the option of CLCB, shall either (a) place the 
same in good repair, condition and working order, or (b) replace the 
same with a like item of equipment acceptable to CLCB and in good 
repair, condition and working order and of equivalent value which 
shall become Equipment hereunder free and clear of all liens, and 
Lessee shall execute a new Schedule and other documents deemed 
appropriate by CLCB to evidence such replacement, or (c) pay CLCB 
the amount shown as the "Principal Balance" in the Amortization 
Schedule for the Equipment, attached to the Schedule pertaining to 
such Equipment or thereafter furnished to the Lessee by Lessor which 
schedule shall be based on the same assumptions used by Lessor in 
initially pricing the transaction.  Upon replacement or payment as 
provided for in clauses (b) and (c) hereof this Agreement shall 
terminate with respect to such Items of Equipment so paid for or 
replaced and CLCB shall release its security interest therein.

8. INDENMITY.  Lessee shall promptly defend, indemnify, and hold 
CLCB harmless from and against (a) any and all loss of or damage to 
the,Equipment, usual wear and tear excepted; (b) any claim, cause of 
action, liability (including, but not limited to, negligence, tort 
and strict liability), damages, cost or expenses (including 
reasonable attorneys' fees) which may arise or be incurred in any 
manner in favor of any person relating to the Equipment or any part 
thereof, including, by way of example but not of limitation, claims 
arising out of or incident to the construction, design, purchase, 
delivery, installation, ownership, sale, leasing or return of the 
Equipment or as a result of its use, maintenance, repair, operation 
or condition thereof, whether or not any claimed defects in such 
Equipment are latent or are discoverable; (c) any claim, cause of 
action, cost or expense which may arise or be incurred by reason of 
or as a result of any act or omission of Lessee for itself or as 
agent for CLCB hereunder, and (d) any claim, cause of action, cost 
or expense arising from alleged patent infringement.  The 
obligations of Lessee herein contained shall survive the expiration 
of this Agreement as to any loss, damages, claims, causes of action, 
liabilities, costs or expenses based on or arising out of events or 
conditions occurring or existing during the Term
 .
9. ISURANCE.  Lessee will carry insurance with such insurers and in 
such amounts as shall be satisfactory to CLCB, which shall include 
but not be limited to all insurance required by law, on the 
Equipment covering all risks of loss in an amount not less than the 
full replacement cost thereof and comprehensive public liability and 
property damage insurance in respect of the operation and use of the 
Equipment IN AN AMOUNT ADEQUATE TO PROTECT CLCB.  Each such 
insurance policy shall provide as follows: (a) with respect to the 
risk of loss, insurance on the Equipment, that (i) coverage is in 
effect at the premises where the Equipment is located and while in 
transit to and from such location, (ii) CLCB, as a secured party, 
shall be insured as its interest may appear, (iii) all losses will 
be adjusted directly with CLCB, (iv) all amounts payable thereunder 
will be payable to CLCB, (v) the interest of CLCB will at all times 
be insured regardless of any breach of violation by Lessee of any 
warranties, declarations or conditions contained in such policy, 
(vi) the policy may be canceled only after 30 days written notice to 
CLCB; (b) as to the insurance for public liability and property 
damage incurred by others, that (i) CLCB, as a secured party, is an 
additional insured thereunder, (ii) all provisions of such policy, 
except the limits of liability, will operate in the same manner as 
if there were a separate policy covering each insured, and (iii) the 
policy may be canceled only after 30 days written notice to CLCB.  
The proceeds of the physical damage insurance on the Equipment shall 
be applied pursuant to Section 7 hereof.  Lessee shall pay the 
premiums for all insurance and deliver evidence of such payment, 
together with the policies, or duplicates thereof, to CLCB.  In case 
of failure of Lessee to procure or maintain insurance as herein 
specified, CLCB may, at its option, obtain such insurance, in which 
event the cost thereof shall be payable to CLCB forthwith as 
additional rent hereunder.

10. GRANT OF SECURITY INTEREST.  Lessee hereby assigns, pledges and 
grants to CLCB a continuing security interest in the Equipment, the 
Agreement and all interests and matters of any nature whatsoever 
arising therefrom to secure all payment due under this Agreement and 
any indebtedness of Lessee to CLCB from time to time outstanding as 
evidenced by the Agreement and under such other leases or notes or 
other evidence of indebtedness made by Lessee and delivered to CLCB 
from time to time, and any and all other advances, commitments to 
loan or lease, accruals, extensions and renewals of credit owing by 
Lessee to CLCB whether present or future as the case may be and to 
secure Lessee's prompt, full and faithful performance and observance 
of all the provisions to be kept, observed or performed by Lessee 
under the Agreement and under any other leases, notes, agreements 
executed by Lessee and delivered to CLCB.  The security interest 
granted hereby shall also cover the cash and non-cash proceeds of 
the Equipment, including the proceeds of any hazard or casualty 
insurance relating thereto.  The creation of an interest in proceeds 
is not construed to give Lessee any right to dispose of any of the 
Equipment.

11. PERFECTION OF SECURITY INTEREST.  In order to perfect and 
maintain CLCB's security interest in the Equipment, the Agreement 
and all interests of any nature whatsoever arising therefrom and as 
further assurance to CLCB, Lessee shall execute and deliver to CLCB, 
concurrently with Lessee's execution of the Agreement, and promptly 
at any time or times thereafter at the request of CLCB, all 
financing statements, continuation financing statements, assignments 
of lease, certificates of title, applications of vehicle or other 
titles, affidavits, reports, financial statements and all other 
documents and information which CLCB may request, in a form 
satisfactory to CLCB; and Lessee shall promptly pay all costs 
associated therewith, including, but not limited to, filing and 
recording fees.

12. TITLE.  The Lessee, as between CLCB and the Lessee, shall and 
hereby does retain full legal title to the Equipment.  Lessee
acknowledges that the Equipment is and will be at all times remain 
personal property regardless of how installed or attached to the 
premises.

13. COVENANTS AND REPRESENTATIONS.  Lessee shall keep the Equipment 
free and clear of all levies, liens, charges and encumbrances except 
for the security interest of CLCB as provided for herein.  During 
the Term, Lessee shall not, without CLCB's prior written consent, 
remove the Equipment from the location set forth in the Schedule 
pertaining thereto, part with possession or control of the 
Equipment, or sublease, sell, assign, pledge, mortgage or otherwise 
encumber the Equipment or any part thereof.  CLCB shall be entitled 
to inspect the Equipment and all records of Lessee pertaining 
thereto upon request and during normal business hours.  Lessee shall 
not consolidate with or merge into any other business entity or 
convey, transfer or lease substantially all of its assets as an 
entirety to any third party without the prior written consent of 
CLCB being first obtained.  Lessee shall not without the prior 
written consent of Lessor: (i) consolidate with or merge into any 
other business entity; (ii) convey, transfer or lease substantially 
all of its assets as an entirety to any third party; or (iii) become 
a party to a leveraged buy-out.  In the event that Lessee is a party 
to a leveraged buy-out, merger, consolidation, sale or lease of 
substantially all of its assets, or any other significant corporate 
changes, unless Lessor's prior written consent is given, such event 
shall constitute a Casualty Loss; and in such event, Lessee shall 
pay Lessor the amount shown in the "Principal Balance" in the 
Amortization Schedule plus any other amounts owing by Lessee in 
accordance with the terms of the Lease for the Equipment if attached 
to the Schedule pertaining to such Equipment or thereafter furnished 
by Lessor to Lessee based on the same assumptions used in initially 
pricing the transaction.  Upon the receipt of such amount by Lessor, 
this Agreement shall terminate and Lessee shall take title to the 
Equipment AS IS,
WHERE IS, WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY 
MATTER WHATSOEVER.  Any consent ofLessor shall be in its sole 
discretion.

Lessee warrants and represents that (i) there currently are no 
pending or threatened actions or proceedings before any court, 
administrative agency or other tribunal or body or judgments which 
may materially adversely affect Lessee's financial condition or 
business operations ("Adverse Actions") and that during the Term, 
Lessee shall promptly advise CLCB, in writing, of the commencement 
or threatened commencement of any such Adverse Actions; (ii) Lessee 
has the full power and authority to enter into this Agreement, and 
has taken all requisite actions to authorize this transaction, the 
acceptance of delivery of the Equipment and the performance of the 
obligations of Lessee hereunder; and (iii) the signatories hereto 
are duly authorized to sign on behalf of Lessee, and upon execution, 
the Agreement shall be the valid, legal and binding obligation of 
Lessee enforceable pursuant to its terms and will not constitute a 
breach of any other agreement to which Lessee is a party.

14. LABELS.  Lessee shall affix any labels furnished by CLCB 
denoting CLCB's interest and keep the same upon a prominent place 
and clearly readable on each item of Equipment.  Lessee may place a 
number on any Equipment for its identification purposes, but shall 
not otherwise mark the Equipment.

15. ACTS OF GOD, ETC.  CLCB shall not be liable or in default for 
any delay or failure of performance hereunder resulting, directly or 
indirectly, from acts of God, civil or military authority, acts of 
public enemy, war, accidents, fires, explosions, earthquakes, 
floods, the elements, strikes, labor disputes, shortages of parts, 
materials, labor on transportation or any cause beyond CLCB's 
control.

16. SECURITY DEPOSIT.  CLCB may at its option require a deposit of 
advance rentals ("Security Deposit") and Lessee hereby agrees to pay 
any Security Deposit provided for in any Schedule upon request of 
CLCB.  Any Security Deposit may be applied at the option of CLCB, 
toward the payment of any obligation of Lessee to CLCB under this 
Agreement or toward the payment of any other debt, obligation or 
liability of Lessee to CLCB and any unapplied balance thereof may be 
applied by CLCB to the rental installments hereunder or inverse 
order of maturity.  The Security Deposit may be commingled with 
CLCB's general funds and Lessee shall not be entitled to any 
interest thereon.

17. DEFAULT.  Each of the following events shall constitute an 
"Event of Default" hereunder: (a) Lessee fails to make payment of 
any rent or other sum due to CLCB as and when required hereunder and 
such failure shall continue for a period of ten (10) days; (b) 
Lessee fails to procure or maintain insurance on the Equipment as 
required herein; (c) Lessee fails in the performance or observance 
of any of the other covenants, conditions or agreements to be 
performed or observed by it under this Agreement and such failure 
shall continue uncured for seven (7) days after written notice 
thereof to Lessee by CLCB; (d) Lessee defaults in any obligation to 
Comerica Bank or any of its subsidiaries; (e) Lessee defaults in the 
payment of any obligation of Lessee for money borrowed from a third 
party; (f) Lessee ceases doing business, becomes insolvent, conimits 
an act of bankruptcy or becomes the subject of any proceeding under 
the Federal Bankruptcy Code; (g) any representation or warranty made 
by Lessee under this Agreement or any supplement, amendment, or 
addition thereto, or in any document or certificate furnished CLCB 
in connection herewith or pursuant hereto shall prove to be 
incorrect at any time in any material respect; (h) judgments 
aggregating more than One Thousand and 00/100 ($1,000.00) Dollars 
shall be entered against Lessee; (i) CLCB in good faith considers 
that the prospect of payment or performance of the Lessee's 
obligations under this Agreement has been impaired; and (j) Lessee 
creates, incurs, assumes, or suffers to exist any mortgage, lien, 
pledge, or other encumbrance or attachment of any kind whatsoever 
upon, affecting or with respect to the Equipment or this Agreement 
or any of CLCB's interests thereunder.

18. REMEDIES.  Upon the happening of an Event of Default, CLCB may 
at its option undertake one or more of the following actions: (1) 
proceed by appropriate court action or actions to enforce 
performance by Lessee of the applicable covenants and provisions of 
this Agreement or to recover damages for the breach thereof; (2) 
terminate this Agreement as to any or all Items of Equipment, 
without prejudice to CLCB's rights in respect to obligations then 
accrued and remaining unsatisfied as well as the remedies and claims 
referred to herein; (3) declare all unpaid rent immediately due and 
payable; (4) directly, or by its agents, enter upon the premises of 
Lessee or other premises where the Equipment may be located and 
without liability for suit, action or other proceeding by Lessee, 
take possession of all such Equipment and thereupon Lessee's right 
to possession thereof shall absolutely cease and terminate and this 
Agreement shall terminate as to all such Equipment.  LESSEE HEREBY 
EXPRESSLY WAIVES TO THE EXTENT PERMITTED BY LAW (a) NOTICE AND THE 
RIGHT TO AHEARING PRIOR TO SUCH RETAKING OF POSSESSION, AND (b) ANY 
DIRECT OR CONSEQUENTIAL DAMAGESOCCASIONED BY SUCH TAKING OF 
POSSESSION; (5) elect to sell or release any or all Items of 
Equipment and recover from the Lessee as liquidated damages for the 
Lessee's default hereunder the "Principal Balance" in the 
Amortization Schedule, on the date the sale or re-lease is 
consummated.  The amount received by CLCB upon sale of such Items of 
Equipment shall be deducted from said liquidated damage amount, and 
upon re-lease of such Items of Equipment, the aggregate rentals to 
be received by CLCB over the term(s) of such re-lease, discounted by 
5% per annum, shall be deducted from said liquidated damage amount; 
(6) upon demand made to the Lessee, receive prompt payment from 
Lessee of an amount equal to the "Principal Balance" in the 
Amortization Schedule for the Equipment rental payment date next 
preceding the date such demand is made, plus all rent and any other 
amounts owing by Lessee hereunder to and including the date such 
notice is given; provided upon receipt of payment in full of such 
amount, CLCB shall tender to the Lessee a bill of sale for the Items 
of Equipment then subject to this Agreement without any warranties 
or representations regarding or relating to the Items for which the 
bill of sale is tendered; (7) avail itself of any other remedy or 
remedies provided for by any statute or otherwise available at law, 
in equity or in bankruptcy or insolvency proceedings.  In addition 
to any and all remedies and damages set forth herein, Lessee shall 
also pay to CLCB all costs and expenses incurred by CLCB as a result 
of Lessee's default, including without limitation, all reasonable 
attorneys' fees and all costs and expenses incurred in searching 
for, taking, removing, keeping, storing, repairing, restoring, 
selling or re-leasing any Items of Equipment, and impositions 
relating thereto, as well as any reasonable attorneys' fees and 
costs incurred subsequent to an Event of Default relating to this 
Agreement, including, but not limited to, all collection efforts, 
negotiations, documentation preparation and examination of CLCB's 
rights and remedies.  CA-03/95

In the event of any termination of this Agreement under this Section 
18, it is understood that CLCB shall be entitled to retain all sums 
duly received by it and shall be entitled to recover all rentals 
accrued and unpaid for the period up to and including the date of 
such termination, as well as all other additional sums which 
pursuant to the Agreement are payable by Lessee or for which Lessee 
is liable or in respect of which Lessee agreed to indemnify CLCB, 
which may then be owing and unpaid.

19. LESSEE'S WAIVERS.  To the extent permitted by applicable law, 
Lessee hereby waives any and all rights including but not limited to 
Lessee's rights to: (i) cancel this Agreement; (ii) repudiate this 
Agreement; (iii) reject the Equipment; (iv) revoke acceptance of the 
Equipment; (v) recover damages from CLCB for any breaches of 
warranty or for any other reason; (vi) a security interest in the 
Equipment in Lessee's possession or control for any reason; (vii) 
deduct all or any part of any claimed damages resulting from CLCB's 
default, if any, under this Agreement; (viii) accept partial 
delivery of the Equipment; (ix) "cover" by making any purchase or 
lease or of contract to purchase or lease Equipment in substitution 
for those due from CLCB; (x) recover any general, special, 
incidental or consequential damages, for any reason whatsoever; (xi) 
specific performance, replevin, detinue, sequestration, claim and 
delivery or the like for any Equipment identified to this Agreement.  
To the extent permitted by applicable law, Lessee also hereby waives 
any rights now or hereafter conferred by statute or otherwise which 
may require CLCB to sell, lease or otherwise use any Equipment in 
mitigation of CLCB's damages as set forth in Paragraph 18 of this 
Agreement or which may otherwise limit or modify any of CLCB's 
rights or remedies under Paragraph 18.

20. WAIVER OF JURY TRIAL.  Lessee hereby knowingly, voluntarily and 
intelligently waives its constitutional right to a trial by jury 
with respect to any claim, dispute, conflict, or contention, if any, 
as may arise under this Lease Agreement or under any documents 
executed in connection herewith and agrees that any litigation 
between the parties concerning this Lease Agreement and the related 
documents shall be heard by a court of competent jurisdiction 
sitting without a jury.  Lessee hereby confirms to Lessor that it 
has reviewed the effect of this waiver of jury trial with competent 
legal counsel of its choice, or has been afforded the opportunity to 
do so, prior to signing this Lease Agreement and the related 
documents and acknowledges and agrees that Lessor is relying upon 
its waiver in entering into this Lease Agreement.

21. ASSIGNMENT.  LESSEE SHALL HAVE NO RIGHT TO ASSIGN THIS AGREEMENT 
OR ANY INTEREST HEREIN WITHOUT THE PRIOR WRITTEN CONSENT OF CLCB 
HAVING FIRST BEEN OBTAINED.  CLCB may at any time assign for 
security or otherwise to any person or entity all or part of its 
right, title and interest in, under and to this Agreement, all or 
part of the rents and other sums at any time due or to become due or 
at any time owing or payable by Lessee hereunder, and in and to the 
Equipment covered hereby and the Security Deposit or any part 
thereof.  After written notice of such assignment given by CLCB or 
such assignee to Lessee, all sums payable by Lessee shall be paid by 
Lessee to such assignee.  No such assignee shall be obligated to 
perform any duty, covenant or condition required to be observed or 
performed by CLCB.  Lessee agrees to acknowledge such assignment in 
writing within fifteen (15) days after receiving written notice 
thereof from the assignee or CLCB.  In the event of any such 
assignment, Lessee agrees that Lessee will not assert against any 
such assignee any claims by way of abatement, defense, setoff, 
counterclaim, recoupment or otherwise which Lessee may have by 
reason of any default of CLCB hereunder or under any other 
agreement, and no covenant, warranty or representation of CLCB as to 
the Equipment or any other matter shall in any way affect Lessee's 
duty to pay the rent and perform its other obligations exactly as 
set forth in this lease.

22. FURTHER ASSURANCES.  Lessee hereby makes, constitutes and 
appoints CLCB its true and lawful attorney-in-fact with full power 
of substitution to take any action in furtherance of this Agreement, 
including, without limitation, the signing of financing statements, 
endorsing of instruments, and the execution and delivery of all 
documents and agreements necessary to obtain or accomplish any 
protection for or collection or disposition of any part of the 
Equipment.  Such appointment shall be deemed irrevocable and coupled 
with an interest.  Lessee also agrees to furnish CLCB: (1) an audit 
report containing a balance sheet, income statement, and statement 
of sources and uses of funds prepared by independent certified 
public accountants, or other accountants acceptable by CLCB within 
one hundred twenty (120) days after the close of each fiscal year of 
Lessee occurring after the date of Lease; (2) balance sheets as of 
the end of each quarterly period of Lessee's fiscal years, income 
statement and statement of sources and uses of funds certified as 
accurate by an officer of Lessee within forty-five (45) days after 
the close of each quarterly period, unless more frequent reports are 
requested by CLCB in its sole discretion; and (3) prompt written 
notice of any material adverse change in Lessee's financial 
condition or business operations, whether pending or threatened.  
The Lessee agree(s) that COMERICA LEASING, A DIVISION OF COMERICA 
BANK may provide information relating to Lessee regarding the 
Agreement to COMERICA LEASING, A DIVISION OF COMERICA BANK's parent, 
affiliates, subsidiaries and service providers and to Federal or 
State regulators as may be required by law.

23. LATE RENTAL PAYMENTS.  In the event that Lessee should fail to 
pay any part of the lease payments or any other sum required to be 
paid hereunder within ten (10) days after the due date thereof, 
Lessee shall pay to CLCB, in addition to the amount due, a sum equal 
to 5 % of the total monthly payment for each month or part thereof 
for which said lease payments or other sums shall be delinquent, but 
in no event shall such charge exceed the highest lawful amount 
chargeable.

24. MISCELLANEOUS.  All obligations of Lessee hereunder shall 
continue until full performance thereof has been rendered.  Any 
cancellation or termination by CLCB pursuant to the provisions 
hereof shall not release Lessee from any obligations to CLCB.  If 
there is more than one Lessee named herein, the liability of each 
shall be joint and several.  THIS AGREEMENT AND ALL SCHEDULES 
CONSTITUTE THIS ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH 
RESPECT TO THE EQUIPMENT.  THIS LEASE MAY NOT BE AMENDED EXCEPT BY A 
WRITING SIGNED BY CLCB AND LESSEE AND SHALL BE BINDING UPON AND 
INURE TO THE BENEFIT OF THE PARTIES HERETO, THEIR PERMITTED 
SUCCESSORS AND ASSIGNS.

                                               Lessee's Initials


A failure by CLCB to require strict performance by Lessee of any 
terms, covenants or agreements herein shall not be construed as a 
consent or waiver of any other breach of the same or of any other 
term, covenant or agreement herein.  All notices and other 
communications made or required to be given pursuant to this 
Agreement shall be in writing and shall be mailed, certified, return 
receipt requested, postage prepaid, to the party's address as set 
forth herein or such other address as such party shall have 
designated in writing.  If any provision of this Agreement is 
prohibited by, or is unlawful or unenforceable under any applicable 
law of any jurisdiction, such provision shall, as to such 
jurisdiction, be ineffective to the extent of such prohibition 
without invalidating the remaining provisions hereof, provided, 
however, that any such prohibition in any jurisdiction shall not 
invalidate such provision in any other jurisdiction; and provided, 
further, that where the provisions of any such applicable law may be 
waived, they are waived by Lessee to the full extent permitted by 
law so that the remaining provisions of this Agreement shall be 
deemed to be a valid and binding agreement in accordance with its 
terms.

LESSEE ACKNOWLEDGES THAT LESSOR IS COMERICA BANK DOING BUSINESS 
UNDER THE ASSUMED NAME COMERICA LEASING, AND THAT COMERICA LEASING 
OPERATES AS A DIVISION OF COMERICA BANK AND DOES NOT HAVE AN 
INDEPENDENT CORPORATE STANDING.

25. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND 
GOVERNED BY THE LAWS OF THE STATE OF MICHIGAN.  LESSEE AGREES TO 
SUBMIT TO THE JURISDICTION OF THE STATE AND/OR FEDERAL COURTS IN THE 
STATE OF MICHIGAN.  THE VENUE FOR ANY PROCEEDING ARISING OUT OF OR 
RELATING TO THIS AGREEMENT SHALL BE DEEMED PROPER IF SUCH PROCEEDING 
IS BROUGHT IN A FEDERAL OR STATE COURT IN MICHIGAN SELECTED SOLELY 
BY CLCB.  SERVICE OF PROCESS MAY BE MADE BY MAILING A SUMMONS AND 
COMPLAINT BY FIRST CLASS MAIL, POSTAGE PREPAID TO THE LAST KNOWN 
ADDRESS OF THE LESSEE, TOGETHER WITH THEIR PROMPT SERVICE BY MAIL 
UPON THE SECRETARY OF STATE FOR THE STATE OF MICHIGAN.

                                                Lessee's Initials
26. OTHER CONDITIONS.
                     COMERICA LEASING, A DIVISION OF COMERICABANK
                     (Lessor)


By:
                    Mark H. Freund

Its:	Vice President

Dated:	April 8, 1998

WITNESSES:                     NETTER DIGITAL ENTERTAINMENT, INC.
                               (Lessee)


By:
                   Chad Kalebic 

                                   Its: Chief Financial Officer

                                    Dated: April 8, 1998 

                     CA-01/97


Dated April 8, 1998          Lease Agreement No.9818
                                    Schedule No. 001

COMERICA LEASING, A DIVISION OF COMERICA BANK

LEASE SCBEDULE

1. DESCRIPTION OF LEASE: Lease Agreement dated April 8. 1998, by and 
between COMERICA LEASING, A DIVISION OF COMERICA BANK (herein "CLCB") 
as Lessor, and NETTER DIGITAL ENTERTAINMENT, INC. as Lessee (herein 
called "Lease Agreement").

2. DESCRIPTION OF EQUIPMENT:

"As further described on attached Exhibit A".

3. LOCATION: The equipment described above shall be located at 5125 
Lankershim Blvd., North Hollywood, CA 91601

4. TERM; RENTAL: The Term of the Lease Agreement for the Equipment 
described in this Schedule shall be in accordance with the provisions 
of the Lease Agreement and shall continue until all rental payments 
are fully paid.  Lessee agrees to pay CLCB as rental payments 
aggregating $233,585.28 plus any applicable sales and/or use taxes 
thereon payable in 36 monthly payments of $6,488.48 each, plus any 
applicable sales and/or use taxes commencing May 15, 1998, and on the 
same calendar day of each succeeding like period until fully paid.  
THE RENTAL PAYMENTS SHALL BE REMITTED TO CLCB AT P.O. DRAWER 67-042, 
DETROIT, MICHIGAN 48267, unless CLCB specifies otherwise in writing.

5. INSURANCE: Lessee agrees to maintain adequate property damage 
insurance in accordance with the terms of the Lease Agreement, but in 
any event not less than the sum of the payments due, protecting CLCB 
as a loss payee.  The minimum amount indicated above shall not be 
construed to imply such amount will be or is adequate, but rather as 
a minimum amount.

6. UCC 2A: In accordance with Section 2A of the Michigan Uniform 
Commercial Code (MCLA Section 440.3101 et seq.) ("UCC") Lessee 
acknowledges either (a) that Lessee has reviewed and approved any 
written Supply Contract (as defined by UCC Section 2A-103(i)(y)) 
covering the Equipment purchased from the "Supplier" (as defmed by 
UCC Section 2A103(i)(x)) thereof for lease to Lessee or (b) that 
Lessor has informed or advised Lessee, in writing, either previously 
or by this Lease Schedule of the following: (i) the identity of the 
supplier; (ii) that the Lessee may have rights under the Supply 
Contract; and (iii) that the Lessee may contact the Supplier for a 
description of any such rights lessee may have under the Supply 
Contract.

Lessee acknowledges that Lessee has reviewed and approved the 
Purchase Order, Supply Contract or Purchase Agreement covering the 
Equipment purchased from the seller or supplier thereof for lease to 
Lessee.
Lessee's Initials:

7. ADDITIONAL CONDITIONS: At the end of the Lease term, Lessee may 
purchase the equipment for $1.00 provided no event of default shall 
have occurred and been left unremedied.

LESSEE ACKNOWLEDGES THAT LESSOR IS A DIVISION OF COMERICA BANK AND 
NOT A SEPARATE BODY CORPORATE.

The foregoing is hereby approved and agreed to by the undersigned as 
a Schedule to and a part of the Lease Agreement, the provisions of 
which are hereby incorporated herein by reference and which shall 
govern, notwithstanding anything contrary or inconsistent herein.

COMERICA LEASING,               NETTER DIGITAL ENTERTAINMENT, INC.
A DIVISION OF COMERICA BANK 
(Lessor)                        (Lessee) 
                                Address: 5125 Lankershim, Blvd 
                                North Hollywood, CA 91601

By:                                       By:
Mark H.Freund                             Chad Kalebic
Its: /Vice President                      Its: Chief Financial 
Officer

06AP-1-97