Exhibit 10.11 FINOVA Forbearance Agreement

                              FORBEARANCE AGREEMENT

     This Forbearance  Agreement is entered into as of June 1, 1998 between OMNI
PRODUCTS,   INC.,  an  Oregon   corporation   ("Borrower")  and  FINOVA  CAPITAL
CORPORATION,  a Delaware  corporation,  formerly  known as  Greyhound  Financial
Corporation, a Delaware corporation ("Finova"),  with reference to the following
facts:

     A. Finova and the  Borrower  are parties to that  certain Loan and Security
Agreement dated April 26, 1994 (as amended, the "Loan Agreement").  (Capitalized
terms  used in this  Agreement,  which are not  defined  herein,  shall have the
meanings set forth in the Loan Agreement.  The Loan  Agreement,  this Agreement,
and all other present and future documents,  instruments and agreements relating
hereto or thereto are referred to in this Agreement,  collectively, as the "Loan
Documents".)

     B. Material  Events of Default have occurred and are  continuing  under the
Loan  Documents,  including  without  limitation  the following  (the  "Existing
Defaults"):  failure to comply with  Borrower's  net worth,  senior debt service
coverage and total debt service coverage financial covenants.

     C. Borrower has requested  that Finova defer taking action by reason of the
Existing  Defaults  and  continue to provide  financing  to the  Borrower  for a
limited  time.  Finova  is  willing  to do so for the term and on the  terms and
conditions set forth in this Agreement.

     NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Plan.  Attached hereto as Exhibit "A" is the forward  looking  Operating Plan
which Borrower has prepared and presented to Finova (the "Plan"). (The Plan does
not reflect the  proceeds  of the New Sub Debt (as  defined  below),  which will
reduce the cash shortfalls  shown in the Plan.  Accordingly,  the term "Plan" as
used  herein  means the Plan  attached as Exhibit  "A",  modified to reflect the
proceeds of the New Sub Debt.)  Borrower  represents  and warrants that the Plan
has been  prepared by the Borrower in  good-faith  and that the same  represents
reasonable   projections  and  expectations  as  to  performance  based  on  the
information available to Borrower.

2. Forbearance. Finova agrees to forbear from exercising its rights and remedies
under the Loan Documents,  as a result of the Existing  Defaults,  until 90 days
after the date of this Agreement (the  "Forbearance  Period"),  provided that no
Additional  Default (as defined below) shall occur.  In agreein~ to forbear from
exercising its rights and remedies,  Finova is not waiving the Existing Defaults

                                       29
<PAGE>


or any rights or remedies in  connection  therewith,  all of which are expressly
reserved.  The  Forbearance  Period may be extended from time to time by Finova,
but only by specific written agreements signed by Finova and Borrower; provided,
however,  that  a  Forbearance  Period  will  automatically  renew  if,  at  the
expiration  of the then  Forbearance  Period there is not then in existence  any
Additional Default.  The term "Forbearance  Period" shall include all extensions
of the  original  ninety-day  forbearance  period.  Upon the  expiration  of the
Forbearance  Period,  Finova may, at its option,  exercise any and all rights or
remedies in connection with the Existing Defaults, without further notice.


3. Continued Loans.

     3.1. Loans.  Notwithstanding the Existing Defaults,  Finova agrees,  during
the  Forbearance  Period,  to  continue  to provide  Loans to the  Borrower,  in
accordance  with,  and subject to all of the terms and  conditions set forth in,
the Loan Agreement and the other Loan Documents,  provided no Additional Default
(as defined below) has occurred.  After the expiration of the Forbearance Period
or upon the  occurrence of any  Additional  Default  (whichever  first  occurs),
without  limiting  Finova's  other rights or  remedies,  Finova may cease making
Loans or providing any other financial  accommodations to the Borrower,  without
further notice.

     3.2. Temporary  Overadvance Facility.  Notwithstanding  anything in Section
2.1 of the Loan  Agreement or elsewhere  therein to the contrary,  commencing on
the date  hereof and  continuing  through  the  earlier of the  following  dates
("Permitted  Overadvance  Period"):  (i) June 1, 1999, or (ii) expiration of the
Forbearance  Period,  Borrower shall be entitled to maintain an Overadvance  (as
defined in Paragraph  2.1.1(b) (iv) of the Loan Agreement) in a total amount not
to exceed  $400,000  at any time  outstanding  without the  immediate  repayment
obligation  under  Paragraph  2.1.1(b)(iv)  of the Loan  Agreement.  The  unpaid
principal  balance of the Overadvances  pursuant hereto shall bear interest at a
rate equal to the Prime Rate plus 6.25% per annum,  calculated on the basis of a
360-day year for the actual number of days elapsed.

     3.3.  Deferral  of Regular  Principal  Payments  on Term  Loan.  During the
Forbearance Period,  Borrower shall not be obligated to make the regular monthly
principal payments on the Term Loan.  Interest shall continue to be paid monthly
on the Term Loan,  and principal and interest  shall  continue to be paid on the
Cap Ex Loans and all other Loans in accordance with the terms thereof. Principal
payments  shall be made  with  respect  to the Term  Loan as  provided  below in
Section  4.1  regarding  proceeds  of sale of  equipment  and real estate of the
Borrower.  Effective on July 15, 1998, the interest rate  applicable to the Term
Loan shall be increased by an additional 2% per annum.

                                       30
<PAGE>


     3.4. Fees. In  consideration  for Finova entering into this Agreement,  the
Borrower  agrees  to  pay  Finova  the  following  fees  (the  "Fees"):  (i)  an
Overadvance  Fee in an amount  equal to $12,000,  and (ii) a Term Loan Fee in an
amount equal to 3% of the unpaid principal  balance of the Term Loan at the date
hereof.  Borrower  acknowledges and agrees that the Fees are fully earned on the
date hereof and are non-refundable. The Fees are in addition to all interest and
all other fees  provided  for herein or in the other  Loan  Documents.  The Fees
shall be paid by the  Borrower  to  Finova in six  equal  monthly  installments,
commencing  on July 1, 1998 and  continuing  on the same day of each  succeeding
month  until  the  earlier  of the date  paid in full or the date an  Additional
Default  occurs  or the date the Loan  Agreement  terminates  by its terms or is
terminated, on which date the entire unpaid balance of the Fees shall be due and
payable.  Repayment  of the Term Loan shall not  trigger  any of the fees set in
Section 2.6 of the Loan Agreement.

     3.5.  Liquidation Fee. Finova shall be entitled to payment of an additional
fee, in the amount of $100,000,  if Borrower  ceases  operations for a period of
more than five (5) consecutive  days,  voluntarily or involuntarily  goes out of
business,  liquidates  substantially  all of its assets, or if Finova forecloses
its security interest in a material portion of the Collateral.

     3.6. Concentration Limit-Burlington Northern. Effective on the date hereof,
notwithstanding clause (xii) of the definition of Eligible Accounts set forth in
the Loan  Agreement,  Accounts with  Burlington  Northern as account  debtor may
constitute up to 40~/~~ of all Accounts of the Borrower and will be deemed to be
eligible for  borrowing  purposes  under the Loan  Agreement  provided that such
Accounts are otherwise determined to be Eligible Accounts.

4.  Additional Covenants of Borrower

     4.1. Sales of Equipment and Real Estate. Borrower shall proceed to sell its
excess real estate located at (i) 3901 5. Highway 1-45, Enis, Texas 75119,  (ii)
223 Wohlsen Way, Lancaster,  Pennsylvania 17603, (iii) 3911 Dayton St., McHenry,
Illinois 60050, and (iv) 870 Gold Flat Road, Nevada City,  California 95959, and
its  excess  equipment,  but  only  in good  faith  arm's  length  transactions.

                                       31
<PAGE>


(Proceeds  of the sale of  equipment  and real  estate  are shown on the Plan as
reductions  in the  principal  amount of the Term Loan.) The entire  proceeds of
said sales, net of reasonable  expenses in connection  therewith (in the case of
equipment  not to exceed 4% of the gross sale  price),  net of real  property or
personal  property  taxes  and net of the sums due on the first  trust  deeds or
other liens or  assessments  which have priority over  Finova's  lien,  shall be
applied first to the unpaid principal  payments on the Term Loan (in the inverse
order of their maturity),  next to the unpaid  principal  payments on the Cap Ex
Loans (in the inverse order of their maturity), and next to the other Borrower's
Obligations in such order as Finova shall determine in its discretion.  Sales of
real estate shall be subject to the prior written approval of Finova.

     4.2. Additional Subordinated Debt.

          (a) On or before  July 15,  1998 (the "Sub Debt  Deadline"),  Borrower
shall raise at least  $250,000 cash  proceeds from the issuance of  subordinated
debt or stock of the Borrower (the "New Sub Debt").  Borrower may extend the Sub
Debt Deadline for up to three  additional  30-day  periods,  by paying Finova an
extension fee of $10,000 for each such 30-day extension. The extension fee shall
be payable on the first day of each 30-day extension period.  Borrower shall not
be entitled to any such extension if the applicable extension fee is not paid on
the date due.

          (b) The New Sub Debt shall be on such terms and  conditions  as Finova
shall  reasonably  specify,  shall be fully and completely  subordinated  to the
Borrower's  Obligations,  shall  remain so  subordinated  in the  event of,  and
during,  any  insolvency  proceeding  covering  Borrower and, until such time as
Borrower's  Obligations  have been fully,  completelY and  indefeasibly  paid in
full,  any  holder  of the New Sub Debt  shall  have no right to  accelerate  or
otherwise  enforce the Sub Debt.  100% of the proceeds of the New Sub Debt shall
be paid to Finova,  immediately upon receipt thereof, and shall be applied first
to any outstanding  Overadvances,  and next to outstanding  revolving loans with
respect Borrower's Accounts and Inventory.

     4.3. Subordination of Certain Outstanding Debt. On or before July 15, 1998,
Borrower  shall cause the  holders of the  indebtedness  of  Borrower  listed on
Exhibit  "B" to agree to  payment  terms with  respect  to such debt  reasonably
acceptable  to  Finova  and to  execute  and  deliver  to  Finova  subordination
agreements on Finova's standard form, with respect to such debt.

                                       32
<PAGE>


     4.4.  Consulting  Fees.  Borrower shall limit the consulting and other fees
paid to W. Cook,  Riptide Holdings,  Inc. and all other consultants to an amount
not to exceed a total of $15,000  per month,  from and after the date hereof and
continuing  until the  earlier  of: (i) one year  after the date  hereof or (ii)
payment in full of the Borrower's Obligations.  Thereafter,  so long as there is
any  outstanding  balance  under the Term Loan or any  outstanding  Overadvance,
Borrower shall advise Finova of any changes to said consulting fees.

5. "Additional  Default." As used in this Agreement,  "Additional Default" means
any of the  following:  (i) any material  default or Event of Default  under any
Loan  Document  which has  occurred as of this date,  is not listed in Recital B
above and was not known by Finova,  and which  individually  or in the aggregate
reduces or adversely affects the value of any of Finova's  Collateral by the sum
of $100,000 or more,  (ii) any  material  default or Event of Default  under any
Loan Document occurring after the date of this Forbearance Agreement (including,
without limitation, any breach of any term or provision of this Agreement) which
individually or in the aggregate  reduces or adversely  affects the value of any
of Finova's  Collateral by the sum of $100,000 or more, (iii) any failure of the
Borrower to meet the monthly  operating income and Term Loan principal  payments
projections set forth in the Plan by the dates specified, subject to a permitted
variance of not more than 20% on a cumulative  basis since May 1, 1998, and (iv)
any material breach of any  representation  or warranty in this Agreement or any
other Loan Document.  Without  limiting any other  provision of this  Agreement,
Finova may, in its sole and absolute  discretion,  waive an Additional  Default,
but only in a specific written waiver signed by Finova, and no such waiver shall
imply or  constitute  an  agreement  on the part of  Finova  to waive  any other
Additional  Defaults,  whether or not similar to the Additional  Default waived.
Borrower acknowledges that Finova's obligations to make Loans are subject to all
of the terms and  conditions in this  Agreement and the other Loan Documents and
that none of the same are modified by any amounts that may be shown on the Plan.
It is the  intent of the  parties  that any of the  Existing  Defaults  will not
constitute an Additional  Default unless such Existing  Default falls within the
definition of Additional  Default contained in subdivision (i) of this paragraph
5.

6. Acknowledgment of Default. Borrower acknowledges that: (i) material Events of
Default have occurred and  presently  exist under the Loan  Documents,  (ii) the
unpaid  principal  balance of the Borrower's  Obligations is $2,924,688.15 as of
June 1, 1998 plus interest  accruing after J;une 1, 1998, plus reasonabie  costs
and  attorneys  fees as set forth in the Loan  Documents;  (iii) the  Borrower's
Obligations  are due and owing from  Borrower  to Finova  without  any  defense,
offset or counterclaim of any kind; (iv) pursuant to the Loan Documents,  to the
best of  Borrower's  knowledge,  Finova  has a valid  perfected  first  priority
security interest in all of the Borrower's present and future accounts,  general

                                       33
<PAGE>


intangibles,   inventory,  equipment,  documents,  instruments,  and  all  other
property and assets of the  Borrower  described  in the Loan  Agreement  and the
proceeds and  products  thereof  (collectively,  the  "Collateral"),  subject to
Permitted Liens; (v) subject to the forbearance agreement set forth in Section 2
above,  Finova  has  the  rightto  take  immediate  possession  of  all  of  the
Collateral,  pursuant to the Loan Documents and to exercise all other rights and
remedies  granted to it under the Loan  Documents and by law; and (vi) Finova is
not  obligated  to make any  additional  Loans to the  Borrower,  under the Loan
Documents or otherwise, except as specifically provided in this Agreement.

7. General Release.

     7.1.  General  Release.  In  consideration  for Finova  entering  into this
Agreement,  the Borrower  hereby  irrevocably  releases  and forever  discharges
Finova, and its successors, assigns, agents, shareholders,  directors, officers,
employees,  agents,  attorneys,  parent corporations,  subsidiary  corporations,
affiliated corporations,  affiliates, and each of them, from any and all claims,
debts, liabilities, demands, obligations, costs, expenses, actions and causes of
action, of every nature and description,  known or reasonably known to Borrower,
which  Borrower now has or at any time may hold, by reason of any matter,  cause
or thing  occurred,  done,  omitted or  suffered to be done prior to the date of
this  Agreement   (collectively,   the  "Released   Claims").   Borrower  hereby
irrevocably  waives the  benefits of  California  Civil Code  Section 1542 which
provides:  "A general  release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing  the release,
which if known by him must have  materially  affected  his  settlement  with the
debtor." This release is fully effective on the date hereof.

     7.2.  Additional  Waivers.  Borrower  irrevocably  waives and affirmatively
agrees  not to allege or  otherwise  pursue  any and all  defenses,  affirmative
defenses, counterclaims, claims, causes of action, set-offs or other rights that
they may have as of the date hereof  relating to the  Borrower's  Obligations or
the Loan  Documents,  including  (but not  limited  to) any right to contest any
Events of Default which have been declared or could have been declared by Finova
at the date hereof,  any provision of any of the Loan  Documents,  Finova's lien
and security  interest  under the Loan  Documents,  and any acts or omissions of
Finova in connection with the Loan Documents. Borrower ackno~edges and agrees to
~e continuing authenticity and enforceability of the Loan Documents and ratifies
and confirms  the Loan  Documents  in their  entirety,  and agrees that the Loan
Documents shall remain in full force and effect until all Borrower's Obligations
have been paid and  performed in full (except that no further loans will be made
to the  Borrower  under  the  Loan  Dpcuments,  except  as  set  forth  in  this
Agreement).

                                       34
<PAGE>


     7.3. No Prior Assignments. Borrower represents and warrants that it has not
assigned to any person,  partnership,  corporation, or other entity any Released
Claim.  In the event that the  foregoing  representation  and warranty is, or is
purported to be, untrue, then the Borrower agrees to indemnify and hold harmless
Finova against, and to pay, any and all actions, demands, obligations, causes of
action, decrees,  awards, claims,  liabilities,  losses and costs, including but
not limited to reasonable expenses of investigation,  reasonable attorneys' fees
of counsel of Finova's choice and costs,  which Finova may sustain or incur as a
result of the breach or purported  breach of the  foregoing  representation  and
warranty.

8. Bankruptcy and Related Waivers. Borrower acknowledges that a material part of
the  consideration  to Finova in entering  into this  Agreement is to settle and
resolve disputes between the parties in an expeditious way and to avoid, for all
parties,  the economic  detriment  and the costs and expenses of a bankruptcy or
reorganization proceeding.  Accordingly, as a material part of the consideration
to Finova in entering into this Agreement, Borrower agrees as follows:

BORROWER  WAIVES  ANY RIGHT TO FILE,  AND AGREES  NOT TO FILE,  ANY  BANKRUPTCY,
REORGANIZATION,  DISSOLUTION OR SIMILAR PROCEEDING, INCLUDING WITHOUT LIMITATION
ANY VOLUNTARY  PROCEEDING UNDER CHAPTER 11 OF THE UNITED STATES  BANKRUPTCY CODE
(THE  "BANKRUPTCY  CODE"),  AND BORROWER  AGREES NOT TO INDUCE ANY OTHER PERSON,
FIRM,   CORPORATION  OR  OTHER  ENTITY  TO  FILE  ANY  INVOLUNTARY   BANKRUPTCY,
REORGANIZATION,  DISSOLUTION OR SIMILAR PROCEEDING, INCLUDING WITHOUT LIMITATION
ANY INVOLUNTARY  PROCEEDING  UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AND NOT TO
COOPERATE IN OR CONSENT TO ANY SUCH FILING.

9. General Provisions.

     9.1.  Integration;  Amendment.  This Agreement and the other Loan Documents
set forth in full the terms of agreement between the parties and are intended as
the full, complete and exclusive contract governing the relationship between the
parties.  This  Agreement  and the  other  toan  Documents  supersede  all other
discussions,    promises,    representations,    warranties,    agreements   and
understandings between the parties. All of the Borrower's  Obligations,  and all
of the Loan  Documents and all terms and  provisions  thereof shall  continue in

                                       35
<PAGE>


full force and effect and the same are hereby  ratified  and  confirmed  (except
that,  by  reason  of  the  defaults  of the  Borrower,  Finova  has no  further
obligation  to make any Loans to the Borrower  under any of the Loan  Documents,
except as set forth in this  Agreement).  This  Agreement may not be modified or
amended,  nor may any rights hereunder be waived,  except in a writing signed by
the party against whom enforcement of the  modification,  amendment or waiver is
sought.

     9.2.  Investigation.  Each  of the  parties  acknowledges  that  it and its
counsel  have had an adequate  opportunity  to make  whatever  investigation  or
inquiry they may deem  necessary or  desirable  in  connection  with the subject
matter of this  Agreement  prior to the  execution  hereof and the  delivery and
acceptance of the consideration  specified herein.  Each party acknowledges that
(i)  each  has  been  represented  by  independent  counsel  of its  own  choice
throughout  all of  the  negotiations  which  preceded  the  execution  of  this
Agreement,  (ii) each has executed  this  Agreement  with the consent and on the
advice of such  independent  legal  counsel,  and (iii) each has  executed  this
Agreement voluntarily and knowingly.

     9.3. Waivers.  Any waiver of any condition in, or breach of, this Agreement
or any of the other Loan Documents in a particular instance shall not operate as
a  waiver  of  other  or  subsequent  conditions  or  breaches  of the same or a
different  kind.  Finovas  exercise or failure to exercise any rights under this
Agreement or any of the other Loan Documents in a particular  instance shall not
operate as a waiver of its right to  exercise  the same or  different  rights in
subsequent instances.

     9.4.  Binding Effect.  This Agreement shall be binding upon and shall inure
to the  benefit of the  parties  hereto  and their  respective  heirs,  personal
representatives,  successors and assigns,  provided,  however, that Borrower may
not assign or transfer any rights hereunder without the prior written consent of
Finova.

     9.5.  Costs and Expenses.  Borrower shall  reimburse  Finova for all of the
reasonable costs, fees and expenses  (including  without  limitation  reasonable
attorneys fees) which Finova has incurred or hereafter incurs in connection with
the  negotiation,  drafting or  enforcement of this  Agreement,  or otherwise in
connection with this Agreement or the other Loan Documents, whether or not there
is any litigation between the parties hereto.

     9.6. No Third Party  Beneficiaries.  This  Agreement  does not create,  and
shall not be construed as creating,  any rights  enforceable by any person not a
party to this Agreement.

                                       36
<PAGE>


     9.7. Separability. If any provision of this Agreement is held by a court of
competent  jurisdiction to be invalid,  illegal or unenforceable,  the remaining
provisions of this Agreement shall nevertheless remain in full force and effect.

     9.8. Time of the Essence. Time is of the essence of each of the obligations
of the parties under, and each of the provisions of, this Agreement.
                  
     9.9. Headings;  CounterDarts. The headings in this Agreement are solely for
convenience and shall be given no effect in the  construction or  interpretation
of this Agreement. This Agreement may be executed in any number of counterparts,
which together shall constitute one and the same agreement.

     9.10. Governing Law; Forum Selection.  This Agreement is being entered into
in the State of California.  This Agreement shall be governed by the laws of the
State of California.  As a material part of the consideration to the parties for
entering  into this  Agreement,  each  party (1) agrees  that,  at the option of
Finova,  all actions and proceedings  based upon,  arising out of or relating in
any way directly or indirectly to, this Agreement shall be litigated exclusively
in courts located  within Los Angeles  County,  California,  (2) consents to the
jurisdiction  of any such court and  consents  to the  service of process in any
such action or proceeding by personal  delivery,  first-class mail, or any other
method permitted by law, and (3) waives any and all rights to transfer or change
the venue of any such  action or  proceeding  to any court  located  outside Los
Angeles County, California.

     9.11.  Interpretation.  Notwithstanding the fact that one party has drafted
it, each side has  participated  in the  negotiation  of and  revisions  to this
Agreement,  and no rule of  interpretation  will be applied by one party against
the other.

     9.12.  MUTUAL WAIVER OF RIGHT TO JURY TRIAL.  EACH PARTY TO THIS  AGREEMENT
HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON,
ARISING  OUT OF, OR IN ANY WAY  RELATING  TO: (i) THIS  AGREEMENT  OR ANY OF THE
OTHER  LOAN  DOCUMENTS;  OR (ii) ANY  OTHER  PRESENT  OR  FUTURE  INSTRUMENT  OR

                                       37
<PAGE>


AGREEMENT BETWEEN OR AMONG THEM; OR (iii) ANY CONDUCT,  ACTS OR OMISSIONS OF ANY
PARTY TO THIS AGREEMENT OR ANY OF THEIR DIRECTORS,  OFFICERS, EMPLOYEES, AGENTS,
ATTORNEYS OR ANY OTHER  PERSONS  AFFILIATED  WITH THEM; IN EACH OF THE FOREGOING
CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.

FINOVA CAPITAL CORPORATION                  OMNI PRODUCTS, INC.
By                                          By
Title                                       Title


                                            By
                                            Title


                                       38
<PAGE>


                                 Acknowledgment

     The  undersigned,  parties to  subordination  agreements in favor of FINOVA
Capital  Corporation,  hereby  acknowledge  that their  consent to the foregoing
Agreement is not required,  but the  undersigned  nevertheless do consent to the
foregoing  Agreement and agree that their  respective  subordination  agreements
shall  remain  in  full  force  and  effect.   The  undersigned  agree  that  no
modifications,  amendments or waivers of any of the  provisions of the foregoing
Agreement   shall  require  the  further  consent  of  the   undersigned.   This
Acknowledgment may be executed in counterparts. The signature of the undersigned
shall be fully  effective  even if other  persons  named below fail to sign this
Acknowledgment.




James R. Coonan                                      Steve Rosendahl


                                       39