Authorized Financial Services
                                              Digital Financial Services 

Master Lease Agreement No. 6713377

MASTER LEASE AGREEMENT dated as of October 23, 1997 by and between Digital 
Financial Services, a division of General Electric Capital Corporation 
(hereinafter, called "Lessor"), having its principal place of business at 
1400 Computer Drive, Westborough, Massachusetts 01581, and Netter Digital 
Entertainment, Inc. (hereinafter called "Lessee") having its principal place 
of business at 5125 Lankershim Boulevard , North Hollywood, CA 91601.

Lessee and Lessor hereby agree to the Terms and Conditions of Lease set forth 
below on pages 1 through 4, and further agree that the only amendment, 
modification or waiver of the terms hereof must be in writing signed by both 
parties.  THIS AGREEMENT AND EACH LEASE WILL BE GOVERNED BY THE LAWS OF THE 
COMMONWEALTH OF MASSACHUSETTS.

LESSEE: Netter Digital Entertainment, Inc. LESSOR: Digital Financial 
Services, a division of General Electric Capital Corporation

By:                                            By: 
                                                   (signature)          
(signature)

                                                    Diane T. O'Kane-McEntee

(Print Or Type Name)                                (Print Or Type Name)

                                                    Sr. Lease Administrator

(Print Or Type Title)                               (Print Or Type Title)

                        TERMS AND CONDITIONS OF LEASE
1.LEASE OF PROPERTY
     Lessor agrees to lease to Lessee, subject to the terms of this Master 
Lease Agreement (this 'Agreement) the equipment (the "Equipment") and/or 
software ("Software") listed on each schedule executed from time to time 
pursuant to this Agreement (each, an "Equipment Schedule").
     Each Equipment Schedule shall be substantially in either the form 
annexed hereto as Schedule "A" Commercial or Schedule "A" Tax Oriented, shall 
incorporate by reference therein all of the terms and conditions of this 
Agreement and shall include such other terms and conditions upon which the 
parties may agree.
     Each Equipment Schedule will constitute a separate agreement (each, a 
"Lease') for the lease of the Equipment and, if applicable, for the payment 
of any software license fee being financed ("Software License Fee") with 
respect to items of operating or application Software listed on such 
Equipment Schedule.
     Lessor and Lessee agree that each Lease is a "Finance Lease" as defined 
by Section 1 03 of Article 2A of the Uniform Commercial Code, and that Lessor 
has not selected, manufactured or supplied the Equipment and/or Software, and 
is acquiring the Equipment for the purposes of leasing it to Lessee pursuant 
to the Lease.

2. TERM
     The term of this Agreement shall commence on the date set forth above and 
shall continue in effect thereafter as long as any Lease entered into 
pursuant to this Agreement remains in effect.  The term of each Lease shall 
commence on the date the Equipment and/or Software is accepted by Lessee as 
set forth in Section 6 "Delivery and Lessee Acceptance" ("Commencement Date") 
and shall continue thereafter for the number of months/years set forth in 
such Lease ("Initial Term").

3. LEASE PAYMENTS
     As rent ("Lease Payments") for the Equipment and/or Software subject to 
any Lease, Lessee hereby agrees to pay the amounts specified in the related 
Equipment Schedule at the times specified therein.  LESSEE AND LESSOR 
ACKNOWLEDGE THAT EACH LEASE CONSTITUTES A NET LEASE AND SUCH LEASE PAYMENTS 
ARE TO BE MADE WITHOUT NOTICE OR DEMAND AND WITHOUT ABATEMENT, DEDUCTION OR 
SET-OFF OF ANY AMOUNT WHATSOEVER, AND LESSEE FURTHER ACKNOWLEDGES THAT ITS 
OBLIGATION TO PAY LEASE PAYMENTS AND ANY OTHER AMOUNTS OWING HEREUNDER AND 
UNDER ANY LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL.  LESSEE AGREES THAT NO 
LEASE ENTERED INTO IN CONNECTION WITH THIS AGREEMENT MAY BE TERMINATED EXCEPT 
AS EXPRESSLY PROVIDED HEREIN.
     Lease Payments shall be paid to Lessor at the address of Lessor set forth 
above or at such other address as Lessor may designate from time to time in 
writing or, if such Lease Payments are payable to an Assignee (as such term 
is defined in Section 1 7 hereof), then at the address designated from time 
to time by such Assignee in writing.
     Any Lease Payments or other sums payable under any Lease which are not 
paid when due shall be subject to a late charge of five cents ($.05) per 
dollar on and in addition to such Lease Payment or other sum, or such lesser 
amount as may be the maximum permitted by law, to compensate Lessor for 
additional collection costs not contemplated by the Lease.

4.  ASSIGNMENT OF PURCHASE DOCUMENTS
     Lessee hereby assigns to Lessor all of Lessee's rights and interest in 
and to: (a) the Equipment described in any Equipment Schedule and lb) any 
purchase order, contract or other documents (collectively, 'Purchase 
Documents) relating thereto that Lessee has entered into with the seller of 
the Equipment as specified in such Equipment Schedule (the 'Seller).  The 
foregoing assignment is an assignment of rights only, and Lessee shall remain 
liable for all obligations under the Purchase Documents except for the 
obligation to pay for the Equipment as described in Section 7 hereof.  If the 
Seller is not Digital Equipment Corporation, Lessee shall deliver to Lessor a 
writing acceptable to Lessor whereby Seller acknowledges, and provides any 
required consent to, such assignment.  If Lessee has not entered into any 
Purchase Document for the Equipment with Seller, Lessee authorizes Lessor to 
act as Lessee's agent to issue a purchase order to Seller for the Equipment 
and for associated matters and such purchase order shall be considered a 
Purchase Document for the purposes of this Section 4. By entering into the 
applicable Equipment Schedule, Lessee represents and warrants that Lessee 
either (y) has reviewed, approved and received a copy of the associated 
Purchase Documents or (z) has been informed by Lessor (i) of the identity of 
the Seller, (ii) that Lessee may have rights under the Purchase Documents and 
(iii) that Lessee may contact Seller for a description of such rights.

                                  -1-



5. SOFTWARE PRODUCT LICENSE AND FINANCING OF LICENSE FEE
     Lessee acknowledges that any Software listed on any Equipment Schedule or 
incorporated as a component of any Equipment listed on such Equipment 
Schedule is furnished to Lessee under separate software product license or 
licenses with the licensor thereof (Licensor'). -Any separately stated 
license fee for such Software is shown on the applicable Equipment Schedule 
as the Software License Fee.  Lessee's rights to the Software are governed by 
its license agreement with the Licensor.  Lessee shall have a continuing 
right to use the Software with the Equipment (or as otherwise provided) in 
accordance with the terms and conditions of such license agreement upon 
payment of all amounts due under the applicable Lease.

6. DELIVERY AND LESSEE ACCEPTANCE
     Lessee shall cause the Equipment and/or Software to be delivered to Lessee 
at the location shown on the applicable Equipment Schedule and Lessee shall 
accept the Equipment and/or Software as soon as it is delivered or, if 
acceptance criteria is specified in the applicable Purchase Documents or 
Software license, as soon as it has met such criteria.  Lessee shall evidence 
its acceptance of the Equipment and/or Software and commencement of the Lease 
with respect thereto by executing and delivering to Lessor a Certificate of 
Acceptance substantially in the form of Schedule B hereto.  By such execution 
and delivery, Lessee (a) represents and warrants that it has selected the 
Equipment and Software, lb) irrevocably accepts such Equipment and Software 
subject to the Lease, and (c) confirms the Commencement Date of the Lease.

7. PURCHASE OF EQUIPMENT
     Provided that no Event of Default (as defined in Section 22) exists, and no
event has occurred and is continuing that with notice or lapse of time or 
both constitutes an Event of Default, Lessor shall be obligated to purchase 
the Equipment from Seller and advance the Software License Fee to the 
Licensor, as the case may be, and to lease the same to the Lessee if (and 
only if) Lessor receives on or before the "Latest Commencement Date" set 
forth in the applicable Equipment Schedule, the related Certificate of 
Acceptance and said Equipment Schedule (both executed by the Lessee), and 
such other documents and assurances as Lessor may reasonably request.  If for 
any reason a Lease does not commence by such Latest Commencement Date, Lessor 
shall have no obligation to purchase the Equipment or advance the Software 
License Fee, and Lessor may reassign to Lessee all rights under the Purchase 
Documents and Lessee shall be liable to Seller and Licensor for any payment 
due under the Purchase Documents or any Software license documents, 
respectively.  Notwithstanding anything herein to the contrary, if there is a 
material adverse change in Lessee's financial condition prior to the 
Commencement Date of any Lease, Lessor may, upon notice, cancel its 
obligations under such Lease to lease the Equipment and/or Software to 
Lessee.

8. QUIET ENJOYMENT AND DISCLAIMER OF WARRANTIES
     (a) So long as Lessee shall not be in default of any of the provisions of 
this Agreement and any Lease, neither Lessor nor any Assignee of Lessor will 
disturb Lessee's quiet and peaceful possession of the Equipment and/or 
Software and Lessee's unrestricted use thereof for the purposes intended.
     (b) Disclaimer of Warranties: Lessee acknowledges that it has made the 
selection of each item of Equipment and Software based upon its own judgment 
and expressly disclaims any reliance upon statements made by Lessor. LESSOR 
MAKES NO EXPRESS OR IMPLIED WARRANTIES INCLUDING THOSE OF MERCHANTABILITY OR 
FITNESS FOR A PARTICULAR USE WITH RESPECT TO THE EQUIPMENT AND SOFTWARE AND 
HEREBY DISCLAIMS THE SAME.  LESSOR SHALL HAVE NO LIABILITY FOR ANY DAMAGES, 
WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, INCIDENTAL, EXEMPLARY OR 
CONSEQUENTIAL, INCURRED BY LESSEE AS A RESULT OF ANY DEFECT OR MALFUNCTION OF 
THE EQUIPMENT OR SOFTWARE.  LESSEE SHALL LOOK SOLELY TO THE EQUIPMENT SELLER 
OR SOFTWARE LICENSOR FOR ANY AND ALL CLAIMS RELATED TO THE EQUIPMENT OR 
SOFTWARE.  LESSEE UNDERSTANDS AND AGREES THAT NEITHER THE SELLER NOR THE 
LICENSOR NOR ANY SALESPERSON OR AGENT OF THEM IS AN AGENT OF LESSOR. NO 
SALESPERSON OR AGENT OF THE SELLER OR LICENSOR IS AUTHORIZED TO WAIVE OR 
ALTER THIS AGREEMENT OR ANY LEASE, AND NO REPRESENTATION BY THEM SHALL IN ANY 
WAY AFFECT LESSEE'S DUTY TO PAY THE LEASE PAYMENTS AND PERFORM ITS 
OBLIGATIONS UNDER ANY LEASE.  LESSOR HEREBY ASSIGNS TO LESSEE, FOR AND DURING 
THE TERM OF THE APPLICABLE EQUIPMENT SCHEDULE, ANY WARRANTY ON THE EQUIPMENT 
OR SOFTWARE PROVIDED BY THE SELLER OR LICENSOR.

9. TITLE, LOCATION AND INSPECTION
     Title to each item of Equipment leased hereunder shall remain with Lessor 
at all times and Lessee shall have no right, title or interest therein except as
expressly set forth in the Lease of such Equipment.  Lessee at its expense 
will protect and defend Lessor's title and the interest of any Assignee to 
the Equipment and will keep the Equipment free and clear from any and all 
claims, liens, encumbrances and legal processes of Lessee's creditors and 
other persons.
     Lessee shall not move any Equipment from the location shown on the 
applicable Equipment Schedule without in each instance obtaining Lessor's prior 
written consent thereto.  All items of Equipment shall at all times be and 
remain personal property notwithstanding that any such Equipment may now or 
hereafter be attached or fixed to realty.  Lessee shall keep all Equipment 
free from any marking or labeling which might be interpreted as a claim of 
ownership thereof by Lessee or any party other than Lessor or anyone so 
claiming through Lessor.
     Lessor shall have the right, upon reasonable prior notice to Lessee and 
during Lessee's regular business hours, to inspect the Equipment at its 
location.

     Lessee shall, upon request of Lessor, make Lessee's log and maintenance 
records pertaining to the Equipment available to Lessor for inspection.

10. RETURN OF EQUIPMENT
     Upon termination (by expiration or otherwise) of each Lease and unless the 
Equipment is purchased as provided in the applicable Equipment Schedule, 
Lessor or such other party as may be appointed by Lessor shall, at Lessee's 
sole cost and expense, de-install the Equipment and prepare the Equipment for 
return to Lessor.  Lessee shall, pursuant to Lessor's instructions and at 
Lessee's sole cost and expense (including, without limitation, expenses of 
transportation and in-transit insurance), return the Equipment to Lessor in 
the same operating order, repair, condition and appearance as when received, 
except for normal depreciation and wear and tear, and eligible for a 
maintenance contract with the manufacturer or the Equipment at standard 
rates.  Lessee shall return the Equipment to Lessor at such address within 
the continental United States as directed by Lessor.

11. USE AND MAINTENANCE
     Lessee shall use the Equipment in a good and careful manner and in 
compliance with applicable operating instructions and all applicable laws and 
regulations, including without limitation all applicable environmental laws 
and regulations, and for no purpose other than that for which such Equipment 
was designed.
     Lessee, at its sole cost and expense, shall maintain the Equipment in good 
repair, condition and working order, shall enter into and maintain in full 
force and effect during the term of the applicable Lease a standard 
maintenance contract with the Seller or such other party reasonably 
acceptable to Lessor, and shall comply with all of its obligations contained 
therein.  Lessee shall, at Lessor's request, provide Lessor with a copy of 
such maintenance contract.  All parts furnished in connection with such 
maintenance or repairs shall become property of Lessor and part of the 
Equipment for all purposes hereof.

12. ALTERATIONS AND ATTACHMENTS
     Without the prior written consent of Lessor, Lessee shall not make any 
alterations, modification or attachments to the Equipment.  All such 
permitted alterations, modifications and attachments made to the Equipment 
which cannot be readily removed without materially damaging the functional 
capabilities or economic value of the Equipment shall become the property of 
the Lessor and a part of the Equipment for all purposes hereof.

                                 -2-

13. INSURANCE
     For the entire term of each Lease and until Lessee returns or purchases the
Equipment pursuant to the terms of such Lease, Lessee shall obtain and 
maintain at its own expense, (a) insurance against the loss of or damage to 
the Equipment including, without limitation, loss by fire or other casualty, 
and (b) public liability and property damage insurance.  All such insurance 
shall be in such amounts, in such form and with such insurers as shall be 
satisfactory to Lessor.  Each insurance policy will name Lessee as an insured 
and Lessor as an additional insured and loss payee, and shall contain a 
clause requiring the insurer to give Lessor at least thirty (30) days prior 
written notice of any alteration in the terms of such policy or of the 
cancellation thereof.  Lessee shall furnish to Lessor a certificate of 
insurance or other evidence showing that such insurance coverage is in 
effect.  Lessee further agrees to give Lessor prompt notice of any insurance 
claims made or to be made pursuant to this Section.  Lessee shall immediately 
upon notice from Lessor cause any Assignee to be named as additional insured 
and/or loss payees, as their interests may appear, under any insurance policy 
carried by Lessee with respect to the Equipment.

14. TAXES
     In addition to Lease Payments as provided for herein, Lessee shall pay when
due all fees, assessments and sales, use, property, excise and other taxes or 
levies of whatever nature now or hereafter imposed by any governmental body 
or agency upon any Lease or any Equipment and/or Software; provided, however, 
Lessee shall not be liable for any corporate franchise taxes and/or taxes 
imposed upon the net income of Lessor.  Applicable sales and use taxes will 
be added to the Lease Payments unless Lessee provides evidence of direct 
payment authority or an exemption certificate valid in the state to which the 
Equipment will be shipped.

15. RISK OF LOSS
     Lessee hereby assumes and bears the entire risk of loss, theft, damage to 
or destruction of the Equipment during the continuance of the applicable Lease.
No such event shall relieve Lessee from its obligation to make Lease Payments 
or to perform any of its other obligations or pay any other sums payable by 
Lessee or under such Lease, except if such Lease terminates pursuant to 
Subsection (c) below.
     In the event of loss or damage to any Equipment, Lessee shall immediately 
give notice thereof to Lessor and Lessee shall, at the option of Lessor:
     (a) place such Equipment in good repair, condition and working order, or
     (b) replace such Equipment with identical Equipment in good repair, 
         condition and working order, with clear title thereto in Lessor, or 
     (c) pay to Lessor in cash within thirty (30) days after demand therefor an 
amount equal to the total Lease Payments and other sums then due and owing under
such Lease and either (i) the appropriate sum (herein called "Stipulated Loss 
Value") set forth in the applicable Lease or (ii) if no such Stipulated Loss 
Value is so set forth in said Lease, the amount of all Lease Payments remaining 
and to become due thereunder with respect to the affected Equipment plus the 
option price contained in any applicable purchase option set forth in said Lease
and the amount equal to any increased tax liability to Lessor, including 
interest and penalties, arising from the loss to Lessor of any Federal tax 
benefits under the Internal Revenue Code of 1986, as may be amended, with 
respect to such Lease and the affected Equipment.
     Upon payment by Lessee as aforesaid, Lessor shall transfer to Lessee, 
WITHOUT RECOURSE OR WARRANTY, EXPRESS OR IMPLIED (except for usual warranties of
title), all of Lessor's right, title and interest, if any, in such Equipment 
on an "AS IS", "WHERE IS" basis.  The proceeds of any insurance payable with 
respect to any loss or damage to the Equipment shall be applied at the option 
of Lessor either towards (i) Lessee's replacement, restoration or repair of 
the Equipment or (ii) payment of any of Lessee's other obligations under the 
applicable Lease.  Lessee hereby appoints Lessor as Lessee's attorney-in-fact 
to make claim for, or receive payment of and execute and endorse all 
documents, checks or drafts issued with respect to such loss or damage under 
any insurance policy relating thereto.

16. NO ASSIGNMENT BY LESSEE
     LESSEE SHALL NOT TRANSFER, SELL, ASSIGN, SUBLET, SUBLICENSE, PLEDGE OR 
OTHERWISE DISPOSE OF, ENCUMBER OR SUFFER A LIEN OR ENCUMBRANCE UPON OR 
AGAINST LESSEE'S INTEREST IN ANY LEASE OR THE EQUIPMENT WITHOUT IN EACH SUCH 
INSTANCE OBTAINING THE PRIOR WRITTEN CONSENT OF LESSOR THERETO.  Any attempt 
by Lessee to do any of the foregoing without such consent shall be null and 
void.  Lessor's consent to any of the foregoing acts shall not constitute 
consent to any other similar act nor shall such consent relieve Lessee from 
its duty to fully perform all of its agreements, covenants and conditions set 
forth in such Lease.

17. ASSIGNMENT BY LESSOR
     Lessee acknowledges that Lessor may (i) sell and assign its interest in 
each Lease, the Lease Payments due thereunder and the Equipment and Software 
listed therein, in whole or in part to an assignee (the 'Assignee) which may 
be represented by a bank or trust company acting as a trustee of such 
Assignee.  LESSEE ACKNOWLEDGES THAT ANY ASSIGNMENT OR TRANSFER BY LESSOR OR 
ANY ASSIGNEE SHALL NOT MATERIALLY CHANGE LESSEE'S OBLIGATIONS UNDER THE 
ASSIGNED LEASE.
     Any Assignee shall be entitled to enforce all the rights so assigned but 
shall be under no obligation to Lessee to perform any of Lessor's obligations 
under the assigned Lease, the sole remedy of Lessee being against Lessor with 
Lessee's rights against Lessor being unaffected except as provided herein.
     Lessee agrees that upon notice of assignment of this Lease, it shall pay 
directly to the Assignee, unconditionally, all amounts which become due 
hereunder.  Lessee specifically covenants and agrees that it will not assert 
against any Assignee any claims by way of abatement, defense, set-off, 
counterclaim, recoupment or otherwise which Lessee may have against Lessor or 
any third party and LESSEE SHALL NOT ASSERT AGAINST SUCH ASSIGNEE IN ANY 
ACTION FOR LEASE PAYMENTS OR OTHER MONIES PAYABLE HEREUNDER ANY DEFENSE 
EXCEPT THE DEFENSE OF PAYMENT TO SUCH ASSIGNEE.

18. REPRESENTATIONS AND WARRANTIES OF LESSEE
     Lessee hereby represents, warrants and covenants that, with respect to this
Agreement and each Lease executed pursuant hereto:
     (a) the execution, delivery and performance thereof by Lessee have been 
duly authorized by all necessary corporate action and shall not contravene any 
law or the provisions of any agreement to which Lessee is bound;
     (b) the individual executing such was duly authorized to do so;
     (c) this Agreement and each such Lease constitute legal, valid and binding 
agreements of Lessee enforceable in accordance with their
respective terms;
     (d) all financial statements furnished to Lessor are true and correct in 
all material respects and Lessee shall furnish Lessor with its annual
audited financial statements and such other financial information as Lessor 
may reasonably request from time to time;
     (e) the Equipment is personal property and when subjected to use by the 
Lessee will not be or become a fixture under applicable law; and
     (f) the Equipment and/or Software will be used for business or commercial 
purposes only, and not for consumer, personal, home, family,
or agricultural purposes.

19. GENERAL INDEMNITY
     Lessee shall and does hereby agree to defend, indemnify and hold Lessor and
any Assignee harmless from and against any and all claims, costs, expenses, 
damages and liabilities, including reasonable attorneys' fees, arising out of 
or pertaining to the lease, possession, ownership, licensing, operation, 
control, use, maintenance, delivery or return of the Equipment and Software.  
Lessor and any Assignee may, at its option and at its sole expense, 
participate in any such action with counsel of its own choice.  The 
provisions of this Section shall survive any expiration or other termination 
of this Agreement and any Lease.

20.	FURTHER ASSURANCES

     If requested by Lessor, Lessee shall promptly secure, execute, and/or 
deliver to Lessor such further documents and take such further action
as Lessor shall deem necessary or desirable to carry out the intent and 
purpose of this Agreement or any Lease and to protect Lessor's interest in 
the Equipment and/or Software.  Lessor is hereby authorized by Lessee, at 
Lessee's expense, to cause this Agreement, any Lease or any other statement 
or instrument showing the interest of Lessor and any Assignee in the 
Equipment to be filed and Lessee agrees to execute and deliver Uniform 
Commercial Code financing statements or other documents reasonably requested 
by Lessor for such purpose.



21. NOTICES
     All notices and other communications made or required to be given under 
this Agreement and any Lease shall be in writing and shall be deemed given upon 
receipt when sent certified mail, return receipt requested, postage prepaid, 
if to Lessor, at the address set forth in the applicable Equipment Schedule 
with a copy to any Assignee at the addresses) set forth in any notice thereof 
given to Lessee and if to Le,%see, at the address set forth in the applicable 
Equipment Schedule or to such other addresses) as either party shall 
hereafter designate by notice to the other.

22. DEFAULT
     The occurrence of any one or more of the following events (each herein 
called"An event of Default") shall constitute a default under this called 
agreement:
     (a)	default by Lessee in the payment of any Lease Payments or other sum 
payable by Lessee under any Lease which continues for ten (10) days after 
the due date for such payment; or 
     (b) default by Lessee or any guarantor of Lesse in the performance of any 
other term, covenant or conditionof this agreement or any Lease or garanty of 
Lessee's obligations hereunder or thereunder; or the inaccuracy in any 
material respect of any representation or warranty made by Lessee or any such 
guarantor ("Guarantor') hereunder or thereunder or in any document or 
certificate furnished to Lessor in connection herewith or therewith, and such 
default or inaccuracy continues for a period of fifteen (15) days after 
written notice thereof from Lessor; or
     (c)	Lessee or Guarantor shall become insolvent or bankrupt or make an 
assignment for the benefit of creditors or consent to the appointment of a 
trustee or receiver or either shall be appointed for Lessee or Guarantor or 
for a substantial part of its property without its consent, or bankruptcy, 
arrangement, reorganization or insolvency proceedings shall be instituted by 
or against Lessee or Guarantor, or Lessee or Guarantor shall dissolve or 
otherwise terminate its corporate existence or sell, transfer or dispose of 
all or substantially all of its assets or stock; or
     (d)	Lessee shall be in default under any other lease, equipment 
schedule or other agreement at any time executed with Lessor or any Assignee.

23. REMEDIES
     (a)	Upon the occurrence of any one or more Events of Default 
(hereinafter the 'Default Date'), and at any time thereafter, Lessor may, at
its option	and without notice, exercise any remedy afforded by law 
(including those of equitable relief) and/or any one or more of the following
remedies:	(i) enter the premises where the Equipment and/or Software is 
located and repossess the same without any process of law and without
any liability for storage or otherwise (except that Lessor shall be liable 
for damages resulting from the negligence of Lessor or its agents in any such 
entry or repossession); (ii) terminate this Agreement upon written notice to 
Lessee, with respect to all or any Leases entered into hereunder (which 
termination shall be without prejudice to any of Lessor's other rights 
hereunder); (iii) demand immediate payment of the following which Lessor and 
Lessee expressly acknowledge and agree shall constitute fair damages for 
breach of this Lease (Damages'): the sum of (x) the total amount of all Lease 
Payments payable from the Default Date to the end of the Initial Term (or if 
such Default Date occurs during any renewal thereof, then to the expiration 
of such renewal term), discounted to present value as of the Default Date, 
plus (y) the Equipment's anticipated residual value at the end of the Initial 
Term or if renewed, at the end of any renewal term, discounted to present 
value as of the Default Date, all of which shall become immediately due and 
payable; or (iv) retain, sell or lease the Equipment.  If the Equipment is 
sold, then Lessor shall apply to the Damages the proceeds of such sale.  If 
the Equipment is re-leased, Lessor shall apply to the Damages the total 
stipulated lease payments under the new lease to the end of the initial Term 
of the Lease in default or any renewal term thereof if applicable, discounted 
to present value as of the Default Date.  For the purposes of this Section 
23, discounted present value shall be computed on the basis of the lease 
charge rate inherent in the Lease.
     (b) In any event Lessee shall pay to Lessor on demand (i) all costs, 
including reasonable attorneys' fees, incurred by Lessor in collecting any
sums	due from Lessee, or in protecting, repossessing, storing, moving, 
repairing, preparing for sale or lease and in selling or leasing the 
Equipment (ii)	all past due Lease Payments, late charges and other amounts due 
but unpaid as of the Default Date; and (iii) an amount equal to any increased
tax liability to Lessor, including interest and penalties, arising from the 
loss to Lessor of any Federal tax benefits under the Internal Revenue Code of 
1986, as may be amended, with respect to this Agreement or any Lease, 
including but not limited to any increased tax liability due to any 
disallowance or recapture of all or any portion of any Accelerated Cost 
Recovery System deductions or interest deductions whether such disallowance 
or recapture is caused by an Event of Default or by Lessor's exercise of any 
of its remedies hereunder.
     (c)	Each of Lessor's remedies provided herein or by law, shall be 
cumulative to and not exclusive of every other remedy, and remedies may be 
exercised simultaneously or cumulatively in Lessor's discretion.  No failure 
or delay by Lessor to exercise any right or remedy shall be a waiver thereof, 
nor shall any written waiver or consent extend to any instance other than the 
one for which it is given.

24.	MISCELLANEOUS
     (a)	Lessor and Lessee acknowledge that there are no agreements or 
understandings, written or oral, between Lessor and Lessee with respect to 
the Equipment and/or Software except as set forth herein and in each Lease 
and that each such Lease, incorporating the terms of this Agreement, contains 
the entire agreement between Lessor and Lessee with respect thereto.  Neither 
this Agreement nor any Lease may be altered, modified, terminated or 
discharged except by a writing signed by both parties.
     (b) TIME IS OF THE ESSENCE WITH RESPECT TO EACH LEASE EXECUTED PURSUANT 
HERETO.
     (c)	The captions set forth herein and in each Equipment Schedule are 
for convenience only and shall not define or limit any of the terms herein or 
therein.
     (d)	Each Lease shall become effective and binding as of the date each 
is accepted by Lessor in the Commonwealth of Massachusetts, and, upon such 
date such Lease shall be binding upon and inure to the benefit of both 
parties hereto and their respective legal representatives, successors and 
assigns, unless otherwise expressly provided herein. 
     (e)	All agreements, representations, indemnities and warranties made by 
Lessee in this Agreement or any Lease, or any document delivered pursuant 
hereto or thereto shall be for the benefit of Lessor and any Assignee and 
shall survive the expiration or sooner termination of this Agreement or such 
Lease.
     (f)	EACH OF LESSEE AND LESSOR WAIVES TRIAL BY JURY IN ANY LITIGATION 
ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT, ANY LEASE EXECUTED 
PURSUANT HERETO, OR ANY TRANSACTION CONTEMPLATED HEREBY.  To the extent 
permitted by applicable law, Lessee hereby waives any and all rights and 
remedies conferred on Lessee by Sections 508 through 522 of Article 2A of the 
Uniform Commercial Code.  To the extent permitted by applicable law, Lessee 
also hereby waives any rights now or hereafter conferred by statute or 
otherwise which may require Lessor to sell, lease or otherwise use any 
Equipment or Software in mitigation of Lessor's damages hereunder or which 
may otherwise limit or modify any of Lessor's rights or remedies hereunder.  
No omission or delay by Lessor at any time to enforce any right or remedy 
reserved to it or to require performance by Lessee of any of the terms, 
covenants or provisions of this Agreement or any Lease at the times 
designated herein or therein, shall be a waiver of any such right or remedy 
to which Lessor is entitled, nor shall it in any way affect the right of 
Lessor to thereafter enforce such provisions.
     (g)	If any term or provision of this Agreement or any Lease or the 
application thereof to any person or circumstance shall to any extent be held 
invalid or unenforceable, the remainder of this Agreement or such Lease or 
the application of such term or provision to persons or circumstances other 
than those as to which it is held invalid or unenforceable shall not be 
affected thereby and each term and provision, of this Agreement and any such 
Lease shall be valid and enforceable to the fullest extent permitted by law.
     (h)	If requested by Lessor, Lessee, upon execution of this Agreement 
and thereafter upon execution of each Lease shall provide -Lessor with 
certified resolutions and an opinion from Lessee's counsel addressed to 
Lessor and if requested by Lessor to any Assignee with respect to the 
representations and warranties contained in this Agreement and such Lease and 
shall also supply such other documents as Lessor or such Assignee may 
reasonably request.
     (i)	If more than one Lessee is named in this Agreement or in any 
Lease, the liability of each such Lessee shall be joint and several.





Digital Financial Services


Schedule A	(Tax Oriented)	Financial Services


 Equipment Schedule No. 001 dated as of October 23 , 1997 ("Lease")
	To Master Lease Agreement No. 6713377 dated as of	October 23 , 1997
	between Digital Financial Services and Netter Digital
	Entertainment, Inc. (Agreement)

	LESSEE:     LEGAL NAME:	           Netter Digital Entertainment, Inc.
	            TRADE NAME (if any):
            	ADDRESS:              	5125 Lankershim Boulevard
                                   	North Hollywood, CA 91601

	Address for Invoices:

	Person to Contact Regarding Invoices:

LESSOR:	     NAME:	                 Digital Financial Services,
                                    a division of General Electric 
                                    Capital Corporation
            	ADDRESS:	              1400 Computer Drive
                                   	Westborough, Massachusetts 01581

                                    Attention:	Operations Manager

A.	The Latest Commencement Date for this Lease, as described in 
Section 7 of the Agreement, is January 15, 1998.

B.	LEASE PAYMENTS:
     Lessee agrees to pay Lease Payments pursuant to and in the manner 
stated in Section 3 of the Agreement.  Unless Lessee has exercised the
option in the following paragraph, the first Lease Payment shall be 
due and paid on the Commencement Date, and all subsequent Lease 
Payments shall be due and paid on the same day of each subsequent pay 
riod in the amounts set forth below.

Payment Amount $13,407.36             Payment Period Monthly

      Option to have Lease Payments due on the first day of the month: 
If the box at the beginning of this paragraph is checked, and 
Lessee has initialed its agreement at the bottom of this 
paragraph, then Lease Payments will be due on the first day of 
the month, commencing on the first day of the month following the 
Commencement Date (the"First Payment Due Date").  If this option 
is elected, Lessee agrees to pay interim rent equal to the Lease 
Payment prorated on a daily basis, for each day from the 
Commencement Date to the First Payment Due Date.  Such interim 
rent payment will be due on the First Payment Due Date with the 
first Lease Payment.

Lessee's Initials

C. TERM:
The Initial term of this Equipment Schedule shall be for a period 
of Twenty Four (24) months

D.	END OF TERM OPTIONS; NOTICE:
     Lessee shall have the options to return the Equipment, purchase the 
Equipment or renew this Lease at the end of the Initial Term and each 
renewal period, if any, subject to the conditions described in this Lease.  
Lessee must provide Lessor with notice, at least ninety (90) days 
prior to the expiration of the Initial Term or then current renewal 
term (as applicable), of its intention to exercise an option to 
purchase or renew, or to return the Equipment in accordance with 
Section 1 0 of the Agreement (Notice of Intent).  If such Notice of 
Intent is not provided to the Lessor at least ninety (90) days prior 
to the expiration of such term, Lessee shall continue to pay Lease 
Payments to Lessor in the amount and at the times specified during the 
Initial Term or such renewal term until the later of (i) the 
expiration of ninety days following Lessor's receipt of Lessee's 
Notice of Intent (Notice Period), or (ii) the purchase of the 
Equipment pursuant to Paragraph F of this Equipment Schedule or the 
return of the Equipment in accordance with Section 1 0 of the 
Agreement.  If an option to renew is exercised, the renewal term shall 
commence upon the later of the expiration of the Notice Period or the 
expiration of the Initial Term or then current renewal term, if any.

E.	RENEWAL OPTIONS:
     Lessee shall have the right to renew this Lease as to all, but not 
less than all, of the Equipment and Software listed herein for three 
(3) successive periods of one (1) year each, upon the same terms and conditions 
contained herein, except that Lease Payments shall be the then fair 
market rental value thereof.  Fair market rental value shall be 
determined by mutual agreement between Lessor and Lessee or if a 
dispute arises, then by an independent appraiser selected by Lessor, 
at Lessee's expense.  Fair market rental value shall be paid on a 
monthly or yearly basis as directed by Lessor.

     Lessee's renewal options are contingent upon the following: (i) Lessee 
shall provide Lessor with Lessee's Notice of Intent to renew not less 
than ninety (90) days prior to the expiration of the Initial Term or 
the renewal term, as the case may be, and (ii) at the time of the 
giving of such notice and the commencement of said renewal term, no 
default or Event of Default hereunder or under the Agreement or any 
other agreement between Lessor and Lessee shall have occurred and be 
continuing, in Lessor's sole determination.  Failure to exercise a 
preceding option shall preclude Lessee from exercising any subsequent 
options.

F.	PURCHASE OPTION:
     Subject to the conditions stated herein, Lessor hereby grants to 
Lessee a non-assignable option to purchase all, but not less than all, 
of the Equipment described in this Lease at the expiration of the Initial
Term or and Renewal hereof for an amount equal to the then fair market value of 
the Equipment (herein the 'Option Price).  The fair market value of 
the Equipment shall be determined by mutual agreement between the 
parties or if a dispute arises, then by an independent appraiser 
selected by Lessor, at Lessee's expense.

       Lessee's right to purchase said Equipment is contingent upon all 
of the following:
     (i)   no default or Event of Default on the part of Lessee under 
           this Lease, the Agreement or any other agreement between Lessor 
           and Lessee shall have occurred and be continuing in Lessor's sole
           determination; and 
     (ii)  Lessor shall have received Lessee's Notice of Intent to 
           purchase at least ninety 190) days prior to the date upon which 
           the Initial Term or renewal term expires, as the case may be; and
     (iii) at least thirty (30) days prior to the expiration date of 
           the Initial Term or renewal term, as the case may be, Lessor 
           shall have received in cash a sum equal to (i) the Option Price 
           and (ii) all taxes, whether currently in existence or hereafter 
           enacted, which shall be or become due and payable directly or 
           indirectly as a result of the sale or transfer of the Equipment, 
           except Lessee may provide Lessor with a certificate of exemption 
           or other similar document with respect to such taxes.

     It is expressly understood by the parties hereto that any purchase 
hereunder SHALL BE WITHOUT REPRESENTATIONS OR WARRANTIES, EXPRESS 
OR IMPLIED, on the part of Lessor and that Lessor sells the Equipment 
hereunder on a "AS IS," "WHERE IS" basis.

G.	TAX INDEMNIFICATION
     This Lease has been entered into on the assumption that Lessor shall 
be entitled to certain deductions, credits, and other tax benefits as 
are provided in the Internal Revenue Code of 1986, including amendments as may 
occur (the "Code"), to an owner or property including without 
limitation, depreciation deductions and interest deductions with 
respect to any debt incurred to finance the purchase of the Equipment.  
If, as a result of any acts or omissions by Lessee or as a result of 
any changes in the Code (including any changes in the marginal 
corporate income tax rate), the regulations issued thereunder or the 
administrative or judicial interpretations thereof, Lessor's projected 
after-tax economic return resulting from ownership and lease of the 
Equipment hereunder is reduced, then Lessee's Lease Payments shall be 
increased in an amount (based on Lessor's reasonable calculations) 
sufficient to providethe same net after-tax economic return as if such 
acts or omissions or changes had not occurred.  Appropriate increases 
shall also be made in any applicable Stipulated Loss Value Rider to 
this Lease.

H.	ADDITIONAL TERMS:
     The terms contained on the Riders listed herein and attached hereto 
shall be applicable and constitute a part of this Lease: Float to 
Acceptance Rider and Rider No.11: TPOptions.

I.	MODIFICATIONS:
     In the event that additions and/or deletions to the Equipment and/or 
Software listed herein are made prior to the Commencement Date as a 
result ofa written direction or change order issued by Lessee and accepted by 
Lessor, Lessee authorizes Lessor to modify the Equipment and Software 
listed in herein to reflect such additions or deletions and to adjust 
the Lease Payment amount and any other affected terms accordingly.  
Lessor will deliver to Lessee a written notice containing any final 
terms that differ from those set forth in this Equipment Schedule.

J.	MASTER LEASE AGREEMENT:
     This Lease is entered into pursuant to the Agreement identified above.  
Except to the extent expressly modified hereby, the parties hereto by 
theirexecution and delivery hereof, reaffirm and incorporate herein by 
reference all of the terms, covenants and conditions of said Agreement 
as if such terms, covenants and conditions were fully set forth in 
this Equipment Schedule.  All of the capitalized words used herein or 
in the Riders annexed hereto shall have the meanings ascribed to them 
in the Agreement unless otherwise expressly stated herein or therein.

K.	EQUIPMENT AND SOFTWARE:

Equipment:	
Quantity       Model No./Description                     	Equipment Cost
1		            DA-5 1 HAB-FB AlphaServer
               4100 51400 Drawer Digital UNIX
               w/peripherals per attached 
               Quotation No. 98Dl NZ0052	                 $180,000.00
2		            DA-51 HAA-FB AlphaServer 
               4100 5/400 Drawer Windows NT	
               w/peripherals per attached
               Quotation No. 98Dl NZ0053-01               	$80,000.00
1            		FN-NCDNP-AB ClearVISN Site Package 
               w/peripherals per
               attached Quotation No. 98DEQAOO28-08	       $93,609.50

               Total Equipment Costs:                     $353,609.50
Software:
Quantity       Model No./Description                   Software License Fee







                        Total Software License Fees:

        Total Equipment Costs and Software License Fees:    $353,609.50

	L.	LOCATION OF EQUIPMENT	  ADDRESS:	5125 Lankershim Boulevard
			                         COUNTY:	Los Angeles County
			                         CITY, STATE & ZIP:	North Hollywood, CA 91601

M.	COUNTERPARTS:
     This Equipment Schedule may be executed in any number of counterparts, 
each of which shall be sequentially numbered.  No security interest in
this Lease may be created through the transfer or possession of any 
counterpart other than Counterpart No. 1 of this Equipment Schedule, 
but no transfer or possession of the Agreement will be required to 
create a security interest in the Lease evidenced by this Equipment 
Schedule.

LESSEE:	Netter Digital Entertainment, Inc.	LESSOR:	Digital Financial Services,
				                                       a division of	General Electric Corp.

       	By:		                              By:

      	 (Signature)	                      (Signature)
                                        		Diane T. O'Kane-McEntee
       	(Print Or Type Name)	             (Print Or Type Name)

                                          Sr. Lease Administrator
       	(Print Or Type Title)	            (Print Or Type Title)

	Federal Tax ID or Social Security Number: 95-3392054





Digital Financial Services


Schedule A	(Tax Oriented)	Financial Services


 Equipment Schedule No. 002 dated as of April 17, 1998 ("Lease")
	To Master Lease Agreement No. 6713377 dated as of	October 23 , 1997
	between Digital Financial Services and Netter Digital
	Entertainment, Inc. (Agreement)

	LESSEE:     LEGAL NAME:	           Netter Digital Entertainment, Inc.
	            TRADE NAME (if any):
            	ADDRESS:              	5125 Lankershim Boulevard
                                   	North Hollywood, CA 91601

	Address for Invoices:

	Person to Contact Regarding Invoices:

LESSOR:	     NAME:	                 Digital Financial Services,
                                    a division of General Electric 
                                    Capital Corporation
            	ADDRESS:	              1400 Computer Drive
                                   	Westborough, Massachusetts 01581

                                    Attention:	Operations Manager

A.	The Latest Commencement Date for this Lease, as described in 
Section 7 of the Agreement, is July 14, 1998.

B.	LEASE PAYMENTS:
     Lessee agrees to pay Lease Payments pursuant to and in the manner 
stated in Section 3 of the Agreement.  Unless Lessee has exercised the
option in the following paragraph, the first Lease Payment shall be 
due and paid on the Commencement Date, and all subsequent Lease 
Payments shall be due and paid on the same day of each subsequent pay 
riod in the amounts set forth below.

Payment Amount $11,461.60             Payment Period Monthly

      Option to have Lease Payments due on the first day of the month: 
If the box at the beginning of this paragraph is checked, and 
Lessee has initialed its agreement at the bottom of this 
paragraph, then Lease Payments will be due on the first day of 
the month, commencing on the first day of the month following the 
Commencement Date (the"First Payment Due Date").  If this option 
is elected, Lessee agrees to pay interim rent equal to the Lease 
Payment prorated on a daily basis, for each day from the 
Commencement Date to the First Payment Due Date.  Such interim 
rent payment will be due on the First Payment Due Date with the 
first Lease Payment.

Lessee's Initials

C. TERM:
The Initial term of this Equipment Schedule shall be for a period 
of Twenty Eight (28) months

D.	END OF TERM OPTIONS; NOTICE:
     Lessee shall have the options to return the Equipment, purchase the 
Equipment or renew this Lease at the end of the Initial Term and each 
renewal period, if any, subject to the conditions described in this Lease.  
Lessee must provide Lessor with notice, at least ninety (90) days 
prior to the expiration of the Initial Term or then current renewal 
term (as applicable), of its intention to exercise an option to 
purchase or renew, or to return the Equipment in accordance with 
Section 1 0 of the Agreement (Notice of Intent).  If such Notice of 
Intent is not provided to the Lessor at least ninety (90) days prior 
to the expiration of such term, Lessee shall continue to pay Lease 
Payments to Lessor in the amount and at the times specified during the 
Initial Term or such renewal term until the later of (i) the 
expiration of ninety days following Lessor's receipt of Lessee's 
Notice of Intent (Notice Period), or (ii) the purchase of the 
Equipment pursuant to Paragraph F of this Equipment Schedule or the 
return of the Equipment in accordance with Section 1 0 of the 
Agreement.  If an option to renew is exercised, the renewal term shall 
commence upon the later of the expiration of the Notice Period or the 
expiration of the Initial Term or then current renewal term, if any.

E.	RENEWAL OPTIONS:
     Lessee shall have the right to renew this Lease as to all, but not 
less than all, of the Equipment and Software listed herein for three 
(3) successive periods of one (1) year each, upon the same terms and conditions 
contained herein, except that Lease Payments shall be the then fair 
market rental value thereof.  Fair market rental value shall be 
determined by mutual agreement between Lessor and Lessee or if a 
dispute arises, then by an independent appraiser selected by Lessor, 
at Lessee's expense.  Fair market rental value shall be paid on a 
monthly or yearly basis as directed by Lessor.

     Lessee's renewal options are contingent upon the following: (i) Lessee 
shall provide Lessor with Lessee's Notice of Intent to renew not less 
than ninety (90) days prior to the expiration of the Initial Term or 
the renewal term, as the case may be, and (ii) at the time of the 
giving of such notice and the commencement of said renewal term, no 
default or Event of Default hereunder or under the Agreement or any 
other agreement between Lessor and Lessee shall have occurred and be 
continuing, in Lessor's sole determination.  Failure to exercise a 
preceding option shall preclude Lessee from exercising any subsequent 
options.

F.	PURCHASE OPTION:
     Subject to the conditions stated herein, Lessor hereby grants to 
Lessee a non-assignable option to purchase all, but not less than all, 
of the Equipment described in this Lease at the expiration of the Initial
Term or and Renewal hereof for an amount equal to the then fair market value of 
the Equipment (herein the 'Option Price).  The fair market value of 
the Equipment shall be determined by mutual agreement between the 
parties or if a dispute arises, then by an independent appraiser 
selected by Lessor, at Lessee's expense.

       Lessee's right to purchase said Equipment is contingent upon all 
of the following:
     (i)   no default or Event of Default on the part of Lessee under 
           this Lease, the Agreement or any other agreement between Lessor 
           and Lessee shall have occurred and be continuing in Lessor's sole
           determination; and 
     (ii)  Lessor shall have received Lessee's Notice of Intent to 
           purchase at least ninety 190) days prior to the date upon which 
           the Initial Term or renewal term expires, as the case may be; and
     (iii) at least thirty (30) days prior to the expiration date of 
           the Initial Term or renewal term, as the case may be, Lessor 
           shall have received in cash a sum equal to (i) the Option Price 
           and (ii) all taxes, whether currently in existence or hereafter 
           enacted, which shall be or become due and payable directly or 
           indirectly as a result of the sale or transfer of the Equipment, 
           except Lessee may provide Lessor with a certificate of exemption 
           or other similar document with respect to such taxes.

     It is expressly understood by the parties hereto that any purchase 
hereunder SHALL BE WITHOUT REPRESENTATIONS OR WARRANTIES, EXPRESS 
OR IMPLIED, on the part of Lessor and that Lessor sells the Equipment 
hereunder on a "AS IS," "WHERE IS" basis.

G.	TAX INDEMNIFICATION
     This Lease has been entered into on the assumption that Lessor shall 
be entitled to certain deductions, credits, and other tax benefits as 
are provided in the Internal Revenue Code of 1986, including amendments as may 
occur (the "Code"), to an owner or property including without 
limitation, depreciation deductions and interest deductions with 
respect to any debt incurred to finance the purchase of the Equipment.  
If, as a result of any acts or omissions by Lessee or as a result of 
any changes in the Code (including any changes in the marginal 
corporate income tax rate), the regulations issued thereunder or the 
administrative or judicial interpretations thereof, Lessor's projected 
after-tax economic return resulting from ownership and lease of the 
Equipment hereunder is reduced, then Lessee's Lease Payments shall be 
increased in an amount (based on Lessor's reasonable calculations) 
sufficient to providethe same net after-tax economic return as if such 
acts or omissions or changes had not occurred.  Appropriate increases 
shall also be made in any applicable Stipulated Loss Value Rider to 
this Lease.

H.	ADDITIONAL TERMS:
     The terms contained on the Riders listed herein and attached hereto 
shall be applicable and constitute a part of this Lease: Float to 
Acceptance Rider and Rider No.11: TPOptions.

I.	MODIFICATIONS:
     In the event that additions and/or deletions to the Equipment and/or 
Software listed herein are made prior to the Commencement Date as a 
result ofa written direction or change order issued by Lessee and accepted by 
Lessor, Lessee authorizes Lessor to modify the Equipment and Software 
listed in herein to reflect such additions or deletions and to adjust 
the Lease Payment amount and any other affected terms accordingly.  
Lessor will deliver to Lessee a written notice containing any final 
terms that differ from those set forth in this Equipment Schedule.

J.	MASTER LEASE AGREEMENT:
     This Lease is entered into pursuant to the Agreement identified above.  
Except to the extent expressly modified hereby, the parties hereto by 
theirexecution and delivery hereof, reaffirm and incorporate herein by 
reference all of the terms, covenants and conditions of said Agreement 
as if such terms, covenants and conditions were fully set forth in 
this Equipment Schedule.  All of the capitalized words used herein or 
in the Riders annexed hereto shall have the meanings ascribed to them 
in the Agreement unless otherwise expressly stated herein or therein.

K.	EQUIPMENT AND SOFTWARE:

Equipment:	
Quantity       Model No./Description                     	Equipment Cost
2              CT-RENDT_WC Render Tower System
               WNT w/Peripherals per attatched 
               Wyle Quotation #989W1202T6                  $92,700.00
6              CT-RENDT-WX Render Tower Upgrade
               WNT w/peripherals per attatched Wyle
               Quotation #989W1202T6                      $232,200.00

               Total Equipment Costs:                     $324,900.00
Software:
Quantity       Model No./Description                   Software License Fee







                        Total Software License Fees:

        Total Equipment Costs and Software License Fees:    $324,900.00

	L.	LOCATION OF EQUIPMENT	  ADDRESS:	5125 Lankershim Boulevard
			                         COUNTY:	Los Angeles County
			                         CITY, STATE & ZIP:	North Hollywood, CA 91601

M.	COUNTERPARTS:
     This Equipment Schedule may be executed in any number of counterparts, 
each of which shall be sequentially numbered.  No security interest in
this Lease may be created through the transfer or possession of any 
counterpart other than Counterpart No. 1 of this Equipment Schedule, 
but no transfer or possession of the Agreement will be required to 
create a security interest in the Lease evidenced by this Equipment 
Schedule.

LESSEE:	Netter Digital Entertainment, Inc.	LESSOR:	Digital Financial Services,
				                                       a division of	General Electric Corp.

       	By:		                              By:

      	 (Signature)	                      (Signature)
                                        		Diane T. O'Kane-McEntee
       	(Print Or Type Name)	             (Print Or Type Name)

                                          Sr. Lease Administrator
       	(Print Or Type Title)	            (Print Or Type Title)

	Federal Tax ID or Social Security Number: 95-3392054