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                                                                    EXHIBIT 10.1
[LOGO]



                              TERM LOAN AGREEMENT

This Term Loan Agreement ("Agreement") is made and entered into this 16th day
of August 1996 by and between SANWA BANK CALIFORNIA (the "Bank") and DOVE
AUDIO, INC. (the "Borrower").

                                   SECTION I

                                  DEFINITIONS
1.01.    CERTAIN DEFINED TERMS.  Unless elsewhere defined in this Agreement the
following terms shall have the following meanings (such meanings to be
generally applicable to the singular and plural forms of the terms defined):

         A.      "BUSINESS DAY" shall mean a day, other than a Saturday or
         Sunday, on which commercial banks are open for business in California.

         B.      "COLLATERAL" shall mean the property in which the Bank is
         granted a security interest pursuant to provisions of the section 
         herein entitled "Collateral", together with any other personal or real
         property in which the Bank may be granted a lien or security interest 
         to secure payment of the Obligations.

         C.      "DEBT" shall mean all liabilities of the Borrower less
         Subordinated Debt.

         D.      "EFFECTIVE TANGIBLE NET WORTH" shall mean the Borrower's
         stated net worth plus Subordinated Debt but less all intangible assets
         of the Borrower (i.e., goodwill, trademarks, patents, copyrights, 
         organization expense and similar intangible items).

         E.      "ENVIRONMENTAL CLAIMS" shall mean all claims, however
         asserted, by any governmental authority or other person alleging
         potential liability or responsibility for violation of any
         Environmental Law or for release or injury to the environment or
         threat to public health, personal injury (including sickness, disease
         or death), property damage, natural resources damage, or otherwise
         alleging liability or responsibility for damages (punitive or
         otherwise), cleanup, removal, remedial or response costs, restitution,
         civil or criminal penalties, injunctive relief, or other type of
         relief, resulting from or based upon (i) the presence, placement,
         discharge, emission or release (including intentional and
         unintentional, negligent and non-negligent, sudden or non-sudden,
         accidental or non-accidental placement, spills, leaks, discharges,
         emissions or releases) of any Hazardous Materials at, in, or from
         property owned, operated or controlled by the Borrower, or (ii) any
         other circumstances forming the basis of any violation, or alleged
         violation, of any Environmental Law.

         F.      "ENVIRONMENTAL LAWS" shall mean all federal, state or local
         laws, statutes, common law duties, rules, regulations, ordinances and
         codes, together with all administrative orders, directed duties,
         requests, licenses, authorizations and permits of, and agreements
         with, any governmental authorities, in each case relating to
         environmental, health, safety and land use matters; including the
         Comprehensive Environmental Response, Compensation and Liability Act
         of 1980 ("CERCLA"), the Clean Air Act, the Federal Water Pollution
         Control Act of 1972, the Solid Waste Disposal Act, the Federal
         Resource Conservation and Recovery Act, the Toxic Substances Control
         Act, the Emergency Planning and Community Right-to-Know Act, the
         California Hazardous Waste Control Law, the California Solid Waste
         Management, Resource, Recovery and Recycling Act, the California Water
         Code and the California Health and Safety Code.

         G.      "ERISA" shall mean the Employee Retirement Income Security Act
         of 1974, as amended from time to time, including (unless the context
         otherwise requires) any rules or regulations promulgated thereunder.

         H.      "EVENT OF DEFAULT" shall have the meaning set forth in the
         section herein entitled "Events of Default".

         I.      "HAZARDOUS MATERIALS" shall mean all those substances which
         are regulated by, or which may form the basis of liability under any
         Environmental Law, including all substances identified under any
         Environmental Law as a pollutant, contaminant, hazardous waste,
         hazardous constituents special waste, hazardous substance, hazardous
         material, or toxic substance, or petroleum or petroleum derived
         substance or waste.

         J.      "INDEBTEDNESS" shall mean, with respect to the Borrower, (i)
         all indebtedness for borrowed money or for the deferred purchase price
         of property or services in respect of which the Borrower is liable,
         contingently or otherwise, as obligor, guarantor or otherwise, or in
         respect of which the Borrower otherwise assures a creditor against
         loss and (ii) obligations under leases which shall have been or should
         be, in accordance with generally accepted accounting principles,
         reported as capital leases in respect of which the Borrower is liable,
         contingently or otherwise, or in respect of which the Borrower
         otherwise assures a creditor against loss.

         K.      "OBLIGATIONS" shall mean all amounts owing by the Borrower to
         the Bank pursuant to this Agreement.

         L.      "PERMITTED LIENS" shall mean: (i) liens and security interests
         securing indebtedness owed by the Borrower to the Bank; (ii) liens for
         taxes, assessments or similar charges either not yet due or being
         contested in good faith, provided proper reserves are maintained
         therefor in accordance with generally accepted accounting procedure;
         (iii) liens of materialmen, mechanics, warehousemen, or carriers or
         other like liens arising in the ordinary course of business and
         securing obligations which are not yet delinquent; (iv) purchase money
         liens or purchase money security interests upon or in any property
         acquired or held by the Borrower in the ordinary course of business to
         secure indebtedness outstanding on the date hereof or permitted to be
         incurred pursuant to this Agreement; (v) liens and security interests
         which, as of the date hereof, have been disclosed to and approved by
         the Bank in writing; and (vi) those liens and security interests which
         in the aggregate constitute an immaterial and insignificant monetary
         amount with respect to the net value of the Borrower's assets.

         M.      "REFERENCE RATE" shall mean an index for a variable interest
         rate which is quoted, published or announced from time to time by the
         Bank as its reference rate and as to which loans may be made by the
         Bank at, below or above such reference rate.

         N.      "SUBORDINATED DEBT" shall mean such liabilities of the
         Borrower which have been subordinated to those owed to the Bank in a
         manner acceptable to the Bank.

1.02.    ACCOUNTING TERMS.  All references to financial statements, assets,
liabilities, and similar accounting items not specifically defined herein shall
mean such financial statements or such items prepared or determined in
accordance with generally accepted accounting principles consistently applied
and, except where otherwise specified, all financial data submitted pursuant to
this Agreement shall be prepared in accordance with such principles.

1.03.    OTHER TERMS.  Other terms not otherwise defined shall have the
meanings attributed to such terms in the California Uniform Commercial Code.





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                                   SECTION II

                               CREDIT FACILITIES

2.01.    COMMITMENT TO LEND.  Subject to the terms and conditions of this
Agreement and so long as no Event of Default occurs, the Bank agrees to extend
to the Borrower the credit accommodations that follow.

2.02.    TERM LOAN.  The Bank agrees to lend to the Borrower up to the maximum
amount of $1,365,447.27 (the "Term Loan").

         A.      PURPOSE.  The Term Loan shall be used to refinance existing
         debt to Four Point Entertainment, Inc.

         B.      INTEREST RATE.  Interest shall accrue on the outstanding
         principal balance under this Term Loan at a variable rate equal to the
         Bank's Reference Rate, as it may change from time to time, plus 1.750%
         per annum. (Such rate is referred to in this Section 2.02 as the
         "Variable Rate".) The Variable Rate shall be adjusted concurrently
         with any change in the Reference Rate.  Interest shall be calculated
         on the basis of 360 days per year but charged on the actual number of
         days elapsed.

         C.      PAYMENT OF INTEREST.  The Borrower hereby promises and agrees
         to pay interest monthly on the first day of each month, commencing on
         September 1, 1996.  If interest is not paid as it becomes due, without
         waiving any Event of Default occasioned by such non-payment, the Bank
         may, at its option but without any obligation to do so, add such
         unpaid interest to principal and it shall thereafter become and be
         treated as part of the principal and shall thereafter bear like
         interest.

         D.      REPAYMENT OF PRINCIPAL.  Unless sooner due in accordance with
         the terms of this Agreement, the Borrower hereby promises and agrees
         to pay principal in 11 monthly installments of $22,758.33 per
         installment, commencing on September 1, 1996 and continuing on the
         first day of each month thereafter.

         On August 1, 1997 the Borrower hereby promises and agrees to pay to
         the Bank in full the aggregate unpaid principal balance then
         outstanding, together with all accrued and unpaid interest thereon.

         Any payment received by the Bank shall, at the Bank's option, first be
         applied to pay any late fees or other fees then due and unpaid, and
         then to interest then due and unpaid and the remainder thereof (if
         any) shall be applied to reduce principal.

         E.      LATE FEE.  If any regularly scheduled payment of principal
         and/or interest (exclusive of the final payment upon maturity), or any
         portion thereof, under this Term Loan is not paid within ten (10)
         calendar days after it is due, a late payment charge equal to five
         percent (5%) of such past due payment may be assessed and shall be
         immediately payable.

         F.      FACILITY FEES.  The following fees for this facility shall be
         paid in cash upon execution of this Agreement or prior to funding of
         this facility: Loan Fees in the amount of $6,827.24.

         G.      AUTOMATIC PAYMENTS - AUTHORIZATION TO CHARGE ACCOUNT.  The
         Borrower hereby authorizes and instructs the Bank to charge $22,758.33
         plus accrued interest under this Term Loan facility against the
         undersigned's checking account number 2829-15507 on a monthly basis
         commencing on September 1, 1996, and to credit such amounts towards
         payments due under this Term Loan facility.  In the event there are
         not sufficient funds in such account on the day of the charge, the
         Bank is hereby authorized, at any time thereafter, to deduct, in
         addition to the amount indicated above, a late charge in accordance
         with the terms of this Term Loan facility.  This authorization shall
         remain in full force and effect until revoked by the undersigned in
         writing, or until all amounts due the Bank under this Term Loan
         facility are paid in full: provided however that the Bank reserves the
         right, at any time, to discontinue or suspend the taking of automatic
         payments hereunder.

         H.      TERM LOAN ACCOUNT.  The Bank shall maintain on its books a
         record of account in which the Bank shall make entries setting forth
         all payments made, the application of such payments to interest and
         principal, accrued and unpaid interest (if any) and the outstanding
         principal balance under the Term Loan (the "Term Loan Account").  The
         Bank shall provide the Borrower with a monthly statement of the
         Borrower's Term Loan Account, which statement shall be considered to
         be correct and conclusively binding on the Borrower unless the Bank is
         notified by the Borrower to the contrary within thirty (30) days after
         the Borrower's receipt of any such statement which is deemed to be
         incorrect.

                                  SECTION III

                                   COLLATERAL

3.01.    GRANT OF SECURITY INTEREST.  To secure payment and performance of all
of the Borrower's Obligations under this Agreement and the performance of all
the terms, covenants and agreements contained in this Agreement (and any and
all modifications, extensions and renewals of the Agreement) and in any other
document, instrument or agreement evidencing or related to the Obligations or
the Collateral, and also to secure all other liabilities, loans, guarantees,
covenants and dudes owed by the Borrower to the Bank, whether or not evidenced
by this or by any other agreement, absolute or contingent, due or to become
due, now existing or hereafter and howsoever created, the Borrower hereby
grants to the Bank a security interest in and to all of the following property:

         A.      EQUIPMENT.  All goods and equipment ("Equipment") now owned or
         hereafter acquired by the Borrower or in which the Borrower now has or
         may hereafter acquire any interest including, but not limited to, all
         machinery, furniture, furnishings, fixtures, tools, supplies and motor
         vehicles of every kind and description and all additions, accessions,
         improvements, replacements and substitutions thereto and thereof.

         B.      INVENTORY.  All inventory ("Inventory") now owned or hereafter
         acquired by the Borrower including, but not limited to, all raw
         materials, work in process, finished goods, merchandise, parts and
         supplies of every kind and description, including inventory
         temporarily out of the Borrower's custody or possession, together with
         all returns on accounts.

         C.      ACCOUNTS AND CONTRACT RIGHTS.  All accounts and contract
         rights now owned or hereafter created or acquired by the Borrower,
         including but not limited to, all receivables and all rights and
         benefits due to the Borrower under any contract or agreement.

         D.      GENERAL INTANGIBLES.  All general intangibles now owned or
         hereafter created or acquired by the Borrower, including but not
         limited to, goodwill, trademarks, trade styles, trade names, patents,
         patent applications, software, customer lists and business records.

         E.      CHATTEL PAPER AND DOCUMENTS.  All documents, instruments and
         chattel paper now owned or hereafter acquired by the Borrower.

         F.      MONIES AND OTHER PROPERTY IN POSSESSION.  All monies, and
         property of the Borrower now or hereafter in the possession of the
         Bank or the Bank's agents, or any one of them, including, but not
         limited to, all deposit accounts, certificates of deposit, stocks,
         bonds, indentures, warrants, options and other negotiable and
         non-negotiable securities and instruments, together with all stock
         rights, rights to subscribe, liquidating dividends, cash dividends,
         payments, dividends paid in stock, new securities or other property to
         which the Borrower may become entitled to receive on account of such
         property.






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3.02.    CONTINUING LIEN & PROCEEDS.  The Bank's security interest in the
Collateral shall be a continuing lien and shall include all proceeds and
products of the Collateral including, but not limited to, the proceeds of any
insurance thereon as well as all accounts, contract rights, documents,
instruments and chattel paper resulting from the sale or disposition of any
Equipment.

3.03.    EXCLUSION OF CONSUMER DEBT.  The Obligations and performance secured
hereby shall not include any indebtedness of the Borrower incurred for
personal, family or household purposes except to the extent any disclosure
required under any consumer protection law (including but not limited to the
Truth in Lending Act) or any regulation thereto, as now existing or hereafter
amended, is or has been given.

                                   SECTION IV

                              CONDITIONS PRECEDENT

4.01.    CONDITIONS PRECEDENT TO THE INITIAL EXTENSION OF CREDIT.  The
obligation of the Bank to make the initial extension of credit hereunder is
subject to the conditions precedent that the Bank shall have received before
the date of such extension of credit all of the following, in form and
substance satisfactory to the Bank:

         A.      AUTHORITY TO BORROW.  Evidence relating to the duly given
         approval and authorization of the execution, delivery and performance
         of this Agreement, all other documents, instruments and agreements
         required under this Agreement and all other actions to be taken by the
         Borrower hereunder or thereunder.

         B.      GUARANTORS.  Continuing guaranties in favor of the Bank, in
         form and substance satisfactory to the Bank, executed by Michael
         Viner, Deborah Raffin and Four Point Entertainment, Inc. (each a
         "Guarantor"), together with evidence that the execution, delivery and
         performance of the Guaranties by each Guarantor has been duly
         authorized.

         C.      LOAN FEES.  Evidence that any required loan fees and expenses
         as set forth above with respect to each credit facility have been paid
         or provided for by the Borrower.

         D.      AUDIT.  The opportunity to conduct an audit of the Borrower's
         books, records and operations and the Bank shall be satisfied as to
         the condition thereof.

         E.      MISCELLANEOUS DOCUMENTS.  Such other documents, instruments,
         agreements and opinions as are necessary, or as the Bank may
         reasonably require, to consummate the transactions contemplated under
         this Agreement, all fully executed.

4.02.    CONDITIONS PRECEDENT TO ALL EXTENSIONS OF CREDIT.  The obligation of
the Bank to make any extensions of credit to or on account of the Borrower
(including the initial extension of credit) shall be subject to the further
conditions precedent that, as of the date of each extension of credit and after
the making of such extension of credit:

         A.      REPRESENTATIONS AND WARRANTIES.  The representations and
         warranties set forth in the Section entitled "Representations and
         Warranties" herein and in any other document, instrument, agreement or
         certificate delivered to the Bank hereunder are true and correct.

         B.      COLLATERAL.  The security interest in the Collateral has been
         duly authorized, created and perfected with first priority and is in
         full force and effect and the Bank has been provided with satisfactory
         evidence of all filings necessary to establish such perfection and
         priority.

         C.      EVENT OF DEFAULT.  No event has occurred and is continuing
         which constitutes, or, with the lapse of time or giving of notice or
         both, would constitute an Event of Default.

         D.      SUBSEQUENT APPROVALS, ETC.  The Bank shall have received such
         supplemental approvals, opinions or documents as the Bank may
         reasonably request.

4.03.    REAFFIRMATION OF STATEMENTS.  For the purposes hereof, the Borrower's
acceptance of the proceeds of any extension of credit and the Borrower's
execution of any document or instrument evidencing or creating any Obligation
hereunder shall each be deemed to constitute the Borrower's representation and
warranty that the statements set forth above in this Section are true and
correct.

                                   SECTION V

                         REPRESENTATIONS AND WARRANTIES

The Borrower hereby makes the following representations and warranties to the
Bank, which representations and warranties are continuing:

5.01.    STATUS.  The Borrower is a corporation duly organized and validly
existing under the laws of the State of California and is properly licensed,
qualified to do business and in good standing in, and, where necessary to
maintain the Borrower's rights and privileges, has complied with the fictitious
name statute of every jurisdiction in which the Borrower is doing business.

5.02.    AUTHORITY.  The execution, delivery and performance by the Borrower of
this Agreement and any instrument, document or agreement required hereunder
have been duly authorized and do not and will not: (i) violate any provision of
any law, rule, regulation, writ, judgment or injunction presently in effect
affecting the Borrower; (ii) require any consent or approval of the
stockholders of the Borrower or violate any provision of the articles of
incorporation or by-laws of the Borrower; or (iii) result in a breach of or
constitute a default under any material agreement to which the Borrower is a
party or by which it or its properties may be bound or affected.

5.03.    LEGAL EFFECT.  This Agreement constitutes, and any document,
instrument or agreement required hereunder when delivered will constitute,
legal, valid and binding obligations of the Borrower enforceable against the
Borrower in accordance with their respective terms.

5.04.    FICTITIOUS TRADE STYLES.  The Borrower currently uses no fictitious
trade styles in connection with its business operations.  The Borrower shall
notify the Bank  within thirty (30) days of the use of any fictitious trade
style at any future date, indicating the trade style and state(s) of its use.

5.05.    FINANCIAL STATEMENTS.  All financial statements, information and other
data which may have been and which may hereafter be submitted by the Borrower
to the Bank are true, accurate and correct and have been and will be prepared
in accordance with generally accepted accounting principles consistently
applied and accurately represent the Borrower's financial condition and, as
applicable, the other information disclosed therein.  Since the most recent
submission of any such financial statement, information or other data to the
Bank, the Borrower represents and warrants that no material adverse change in
the Borrower's financial condition or operations has occurred which has not
been fully disclosed to the Bank in writing.

5.06.    LITIGATION.  Except as have been disclosed to the Bank in writing,
there are no actions, suits or proceedings pending or, to the knowledge of the
Borrower, threatened against or affecting the Borrower or the Borrower's
properties before any court or administrative agency which, if determined
adversely to the Borrower, would have a material adverse effect on the
Borrower's financial condition, operations or the Collateral.

5.07.    TITLE TO ASSETS.  The Borrower has good and marketable title to all of
its assets (including, but not limited to, the Collateral) and the same are not
subject to any security interest, encumbrance, lien or claim of any third
person except for Permitted Liens.

5.08. ERISA.  If the Borrower has a pension, profit sharing or retirement plan
subject to ERISA, such plan has been and will continue to be funded in
accordance




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with its terms and otherwise complies with and continues to comply with the
requirements of ERISA.

5.09.    TAXES.  The Borrower has filed all tax returns required to be filed
and paid all taxes shown thereon to be due, including interest and penalties,
other than taxes which are currently payable without penalty or interest or
those which are being duly contested in good faith.

5.10.  ENVIRONMENTAL COMPLIANCE.  The operations of the Borrower comply, and
during the term of this Agreement will at all times comply, in all respects
with all Environmental Laws: the Borrower has obtained licenses, permits,
authorizations and registrations required under any Environmental Law
("Environmental Permits") and necessary for its ordinary operations, all such
Environmental Permits are in good standing, and the Borrower is in compliance
with all material terms and conditions of such Environmental Permits; neither
the Borrower nor any of its present properties or operations are subject to any
outstanding written order from or agreement with any governmental authority nor
subject to any judicial or docketed administrative proceeding, respecting any
Environmental Law, Environmental Claim or Hazardous Material; there are no
Hazardous Materials or other conditions or circumstances existing, or arising
from operations prior to the date of this Agreement, with respect to any
property of the Borrower that would reasonably be expected to give rise to
Environmental Claims; provided however, that with respect to property leased
from an unrelated third party, the foregoing representation is made to the best
knowledge of the Borrower.  In addition, (i) the Borrower does not have or
maintain any underground storage tanks which are not properly registered or
permitted under applicable Environmental Laws or which are leaking or disposing
of Hazardous Materials off-site, and (ii) the Borrower has notified all of its
employees of the existence, if any, of any health hazard arising from the
conditions of their employment and have met all notification requirements under
Title III of CERCLA and all other Environmental Laws.

                                   SECTION VI

                                   COVENANTS

The Borrower covenants and agrees that, during the term of this Agreement, and
so long thereafter as the Borrower is indebted to the Bank under this
Agreement, the Borrower shall, unless the Bank otherwise consents in writing:

6.01.    PRESERVATION OF EXISTENCE; COMPLIANCE WITH APPLICABLE LAWS.  Maintain
and preserve its existence and all rights and privileges now enjoyed; not
liquidate or dissolve, merge or consolidate with or into, or acquire any other
business organization; and conduct its business in accordance with all
applicable laws, rules and regulations.

6.02.    MAINTENANCE OF INSURANCE.  Maintain insurance in such amounts and
covering such risks as is usually carried by companies engaged in similar
businesses and owning similar properties in the same general areas in which the
Borrower operates and maintain such other insurance and coverages as may be
required by the Bank.  All such insurance shall be in form and amount and with
companies satisfactory to the Bank.  With respect to insurance covering
properties in which the Bank maintains a security interest or lien, such
insurance shall be in an amount not less than the full replacement value
thereof, at the Bank's request, shall name the Bank as loss payee pursuant to a
loss payable endorsement satisfactory to the Bank and shall not be altered or
canceled except upon ten (10) days' prior written notice to the Bank.  Upon the
Bank's request, the Borrower shall furnish the Bank with the original policy or
binder of all such insurance.

6.03.    MAINTENANCE OF COLLATERAL AND OTHER PROPERTIES.  Except for Permitted
Liens, the Borrower shall keep and maintain the Collateral free and clear of
all levies, liens, encumbrances and security interests (including but not
limited to, any lien of attachment, judgement or execution) and defend the
Collateral against any such levy, lien, encumbrance or security interest;
comply with all laws, statutes and regulations pertaining to the Collateral and
its use and operation; execute, file and record such statements, notices and
agreements, cake such actions and obtain such certificates and other documents
as necessary to perfect, evidence and continue the Bank's security interest in
the Collateral and the priority thereof; maintain accurate and complete records
of the Collateral which show all sales, claims and allowances; and properly
care for, house, store and maintain the Collateral in good condition, free of
misuse, abuse and deterioration, other than normal wear and tear.  The Borrower
shall also maintain and preserve all its properties in good working order and
condition in accordance with the general practice of other businesses of
similar character and size, ordinary wear and tear excepted.

6.04.    LOCATION AND MAINTENANCE OF EQUIPMENT.

         A.      LOCATION.  The Equipment shall at all times be in the
         Borrower's physical possession, shall not be held for sale or lease
         and shall be kept only at the following location(s): 8955 Beverly
         Boulevard, West Hollywood, CA 90048 and 120 Woodbine Street,
         Bergenfield, NJ 07621.

         The Borrower shall not secrete, abandon or remove, or permit the
         removal of, the Equipment, or any part thereof, from the locations)
         shown above or remove or permit to be removed any accessories now or
         hereafter placed upon the Equipment.

         B.      EQUIPMENT SCHEDULES.  Upon the Bank's demand, the Borrower
         shall immediately provide the Bank with a complete and accurate
         description of the Equipment including, as applicable, the make,
         model, identification number and serial number of each item of
         Equipment.  In addition, the Borrower shall immediately notify the
         Bank of the acquisition of any new or additional Equipment or the
         replacement of any existing Equipment and shall supply the Bank with a
         complete description of any such additional or replacement Equipment.

         C.      MAINTENANCE OF EQUIPMENT.  The Borrower shall, at the
         Borrower's sole cost and expense, keep and maintain the Equipment in a
         good state of repair and shall not destroy, misuse, abuse, illegally
         use or be negligent in the care of the Equipment or any part thereof.
         The Borrower shall not remove, destroy, obliterate, change, cover,
         paint, deface or alter the name plates, serial numbers, labels or
         other distinguishing numbers or identification marks placed upon the
         Equipment or any part thereof by or on behalf of the manufacturer, any
         dealer or rebuilder thereof, or the Bank.  The Borrower shall not be
         released from any liability to the Bank hereunder because of any
         injury to or loss or destruction of the Equipment.  The Borrower shall
         allow the Bank and its representatives free access to and the right to
         inspect the Equipment at all times and shall comply with the terms and
         conditions of any leases covering the real property on which the
         Equipment is located and any orders, ordinances, laws, regulations or
         rules of any federal, state or municipal agency or authority having
         jurisdiction of such real property or the conduct of business of the
         persons having control or possession of the Equipment.

         D.      FIXTURES.  The Equipment is not now and shall not at any time
         hereafter be so affixed to the real property on which it is located as
         to become a fixture or a part thereof.  The Equipment is now and shall
         at all times hereafter be and remain personal property of the
         Borrower.

6.05.    LOCATION AND QUALITY OF INVENTORY.  The Inventory (i) is now and shall
at all times hereafter be of good and merchantable quality and free from
defects; (ii) is not now and shall not at any time hereafter be stored with a
bailee, warehouseman or similar party without the Bank's prior written consent
and, in such event, the Borrower will concurrently therewith cause any such
bailee, warehouseman or similar party to issue and deliver to the Bank, in form
acceptable to the Bank, warehouse receipts in the Bank's name evidencing the
storage of inventory; (iii) shall at all times be in the Borrower's physical
possession; (iv) shall not be held by others on consignment, sale on approval,
or sale or return; and (v) shall be kept only at the following locations(s):
8955 Beverly Boulevard, West Hollywood, CA 90048 and 120 Woodbine Street,
Bergenfield, NJ 07621.

6.06.    PAYMENT OF OBLIGATIONS AND TAXES.  Make timely payment of all
assessments and taxes and all of its liabilities and obligations including, but
not limited to, trade payables, unless the same are being contested in good
faith by appropriate proceedings with the appropriate court or regulatory
agency.  For purposes hereof, the Borrower's issuance of a check, draft or
similar instrument without delivery to the intended payee shall not constitute
payment.

6.07. INSPECTION RIGHTS.  At any reasonable time and from time to time permit
the Bank or any representative thereof to examine and make copies of the
records




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<PAGE>   5
and visit the properties of the Borrower and to discuss the business and
operations of the Borrower with any employee or representative thereof.  If the
Borrower now or at any time hereafter maintains any records (including, but not
limited to, computer generated records and computer programs for the generation
of such records) in the possession of a third party, the Borrower hereby agrees
to notify such third party to permit the Bank free access to such records at
all reasonable times and to provide the Bank with copies of any records it may
request, all at the Borrower's expense, the amount of which shall be payable
immediately upon demand.  In addition, the Bank may, at any reasonable time and
from time to time, conduct inspections and audits of the Collateral and the
Borrower's accounts payable, the cost and expenses of which shall be paid by
the Borrower to the Bank upon demand.

6.08.    REPORTING REQUIREMENTS.  Deliver or cause to be delivered to the Bank
in form and detail satisfactory to the Bank:

         A.      ANNUAL STATEMENTS.  Not later than 90 days after the end of
         each of the Borrower's fiscal years, a copy of the annual financial
         report of the Borrower for such year, which report shall be a CPA
         audited report.

         B.      TAX RETURNS.  Not later than 30 days after filing, a copy of
         the Borrower's federal income tax returns filed for such year.

         C.      RECEIVABLES AND PAYABLES AGINGS.  Not later than 20 days after
         the end of each fiscal quarter and not later than 90 days after the end
         of each fiscal year, a copy of the Borrower's accounts receivables
         agings and accounts payables agings.

         D.      10K REPORT.  Not later than 10 days after filing, a copy of
         the Borrower's 10K report filed for such year.

         E.      10-QSB.  Not later than 10 days after filing, a copy of the
         Borrower's 10 QSB report filed for such year.

         F.      OTHER INFORMATION.  Promptly upon the Bank's request, such
         other information pertaining to the Borrower, the Collateral, or any
         Guarantor as the Bank may reasonably request.

6.09.    PAYMENT OF DIVIDENDS.  The Borrower shall not declare or pay any
dividends on any class of its stock now or hereafter outstanding except
dividends payable solely in the corporation's capital stock.

6.10.    REDEMPTION OR REPURCHASE OF STOCK.  The Borrower shall not redeem or
repurchase any class of its corporate stock now or hereafter outstanding.

6.11.    ADDITIONAL INDEBTEDNESS.  Not, after the date hereof, create, incur or
assume, directly or indirectly, any liability or indebtedness other than (i)
indebtedness owed or to be owed to the Bank or (ii) indebtedness to trade
creditors incurred in the ordinary course of the Borrower's business.

6.12.    LOANS.  Not make any loans or advances or extend credit to any third
person, including, but not limited to, directors, officers, shareholders,
partners, employees, affiliated entities or subsidiaries of the Borrower,
except for credit extended in the ordinary course of the Borrower's business as
presently conducted.

6.13.    TRANSFER ASSETS.  Not sell, contract for sale, transfer, convey,
assign, lease or sublet any assets of the Borrower, including, but not limited
to, the Collateral, except in the ordinary course of business as presently
conducted by the Borrower, and then, only for full, fair and reasonable
consideration.

6.14.    CHANGE IN THE NATURE OF BUSINESS.  Not make any material change in the
Borrower's financial structure or in the nature of the Borrower's business as
existing or conducted as of the date of this Agreement.

6.15.  FINANCIAL CONDITION.  Maintain at all times:

         A.      NET WORTH.  A minimum Effective Tangible Net Worth of not less
         than $11,000,000.00 on a combined basis with Four Point Entertainment.
         Inc.

         B.      QUICK RATIO.  A ratio of the sum of cash, cash equivalents and
         accounts to current liabilities of not less than 0.75 to 1.00 on a
         combined basis with Four Point Entertainment, Inc.

         C.      DEBT SERVICE COVERAGE RATIO.  A minimum debt service coverage
         ratio of not less than 2.00 to 1.00 where debt service coverage ratio
         is defined as net profit after tax plus depreciation plus capital
         contributions divided by current portion of long term debt.

         D.      DEBT TO NET WORTH RATIO.  A Debt to Effective Tangible Net
         Worth ratio of not more than 1.00 to 1.00 on a combined basis with
         Four Point Entertainment, Inc.

6.16.    COMPENSATION OF EMPLOYEES.  Compensate the employees of the Borrower
for services rendered at an hourly rate at least equal to the minimum hourly
rate prescribed by any applicable federal or state law or regulation.

6.17.  ENVIRONMENTAL COMPLIANCE.  The Borrower shall:

         A.      Conduct the Borrower's operations and keep and maintain all of
         its properties in compliance with all Environmental Laws.

         B.      Give prompt written notice to the Bank, but in no event later
         than 10 days after becoming aware, of the following: (i) any
         enforcement, cleanup, removal or other governmental or regulatory
         actions instituted, completed or threatened against the Borrower or
         any of its affiliates or any of its respective properties pursuant to
         any applicable Environmental Laws, (ii) all other Environmental
         Claims, and (iii) any environmental or similar condition on any real
         property adjoining or in the vicinity of the property of the Borrower
         or its affiliates that could reasonably be anticipated to cause such
         property or any part thereof to be subject to any restrictions on the
         ownership, occupancy, transferability or use of such property under
         any Environmental Laws.

         C.      Upon the written request of the Bank, the Borrower shall
         submit to the Bank, at its sole cost and expense, at reasonable
         intervals, a report providing an update of the status of any
         environmental, health or safety compliance, hazard or liability issue
         identified in any notice required pursuant to this Section.

         D.      At all times indemnify and hold harmless the Bank from and
         against any and all liability arising out of any Environmental Claims.

6.18.    NOTICE.  Give the Bank prompt written notice of any and all (i) Events
of Default; (ii) litigation, arbitration or administrative proceedings to which
the Borrower is a party and in which the claim or liability exceeds $100,000.00
or which affects the Collateral; (iii) any change in the place of business of
the Borrower or the acquisition of more than one place of business by the
Borrower; (iv) any proposed or actual change in the name, identity or business
nature of the Borrower; (v) any change in the location of the Equipment or
Inventory; and (vi) other matters which have resulted in, or might result in a
material adverse change in the Collateral or the financial condition or
business operations of the Borrower.






                                      (5)
<PAGE>   6
                                  SECTION VII

                               EVENTS OF DEFAULT

Any one or more of the following described events shall constitute an event of
default under this Agreement:

7.01.    NON-PAYMENT.  The Borrower shall fail to pay any Obligations within 10
days of when due.

7.02.    PERFORMANCE UNDER THIS AND OTHER AGREEMENTS.  The Borrower shall fail
in any material respect to perform or observe any term, covenant or agreement
contained in this Agreement or in any document, instrument or agreement
evidencing or relating to any indebtedness of the Borrower (whether owed to the
Bank or third persons), and any such failure (exclusive of the payment of money
to the Bank under this Agreement or under any other document, instrument or
agreement, which failure shall constitute and be an immediate Event of Default
if not paid when due or when demanded to be due) shall continue for more than
30 days after written notice from the Bank to the Borrower of the existence and
character of such Event of Default.

7.03.    REPRESENTATIONS AND WARRANTIES; FINANCIAL STATEMENTS.  Any
representation or warranty made by the Borrower under or in connection with
this Agreement or any financial statement given by the Borrower or any
Guarantor shall prove to have been incorrect in any material respect when made
or given or when deemed to have been made or given.

7.04.    INSOLVENCY.  The Borrower or any Guarantor shall: (i) become insolvent
or be unable to pay its debts as they mature; (ii) make an assignment for the
benefit of creditors or to an agent authorized to liquidate any substantial
amount of its properties or assets; (iii) file a voluntary petition in
bankruptcy or seeking reorganization or to effect a plan or other arrangement
with creditors; (iv) file an answer admitting the material allegations of an
involuntary petition relating to bankruptcy or reorganization or join in any
such petition; (v) become or be adjudicated a bankrupt; (vi) apply for or
consent to the appointment of, or consent that an order be made, appointing any
receiver, custodian or trustee for itself or any of its properties, assets or
businesses; or (vii) any receiver, custodian or trustee shall have been
appointed for all or a substantial part of its properties, assets or businesses
and shall not be discharged within 30 days after the date of such appointment.

7.05.    EXECUTION.  Any writ of execution or attachment or any judgment lien
shall be issued against any property of the Borrower and shall not be
discharged or bonded against or released within 30 days after the issuance or
attachment of such writ or lien.

7.06.    REVOCATION OR LIMITATION OF GUARANTY.  Any Guaranty shall be revoked
or limited or its enforceability or validity shall be contested by any
Guarantor, by operation of law, legal proceeding or otherwise or any Guarantor
who is a natural person shall die.

7.07.    SUSPENSION.  The Borrower shall voluntarily suspend the transaction of
business or allow to be suspended, terminated, revoked or expired any permit,
license or approval of any governmental body necessary to conduct the
Borrower's business as now conducted.

7.08.    CHANGE IN OWNERSHIP.  There shall occur a sale, transfer, disposition
or encumbrance (whether voluntary or involuntary), or an agreement shall be
entered into to do so, with respect to more than 10% of the issued and
outstanding capital stock of the Borrower.

7.09.    IMPAIRMENT OF COLLATERAL.  There shall occur any injury or damage to
all or any part of the Collateral or all or any part of the Collateral shall be
lost, stolen or destroyed. which changes cause the Collateral, in the sole and
absolute judgement of the Bank, to become unacceptable as to character and
value.

                                  SECTION VIII

                              REMEDIES ON DEFAULT

Upon the occurrence of any Event of Default, the Bank may, at its sole
election, without demand and upon only such notice as may be required by law:

8.01.    ACCELERATION.  Declare any or all of the Borrower's indebtedness owing
to the Bank, whether under this Agreement or under any other document,
instrument or agreement, immediately due and payable, whether or not otherwise
due and payable.

8.02.    CEASE EXTENDING CREDIT.  Cease extending credit to or for the account
of the Borrower under this Agreement or under any other agreement now existing
or hereafter entered into between the Borrower and the Bank.

8.03.    TERMINATION.  Terminate this Agreement as to any future obligation of
the Bank without affecting the Borrower's obligations to the Bank or the Bank's
rights and remedies under this Agreement or under any other document,
instrument or agreement.

8.04.    SEGREGATE COLLECTIONS.  Require the Borrower to segregate all
collections and proceeds of the Collateral so that they are capable of
identification and to deliver such collections and proceeds to the Bank, in
kind, without commingling, at such times and in such mariner as required by the
Bank.

8.05.    RECORDS OF COLLATERAL.  Require the Borrower to periodically deliver
to the Bank records and schedules showing the status, condition and location of
the Collateral and such contracts or other matters which affect the Collateral.
In connection herewith, the Bank may conduct such audits or other examination
of such records, including, but not limited to, verification of balances owing
by any account debtor of the Borrower, as the Bank, in its sole and absolute
discretion, deems necessary.

8.06.  NOTIFICATION OF ACCOUNT DEBTORS.

         A.      Notify any or all of the Borrower's Account Debtors, or any
         buyers or transferees of the Collateral or other persons of the Bank's
         interest in the Collateral and the proceeds thereof and instruct such
         person(s) to hereafter make any payment due the Borrower directly to
         the Bank.

         B.      The Borrower hereby irrevocably and unconditionally appoints
         the Bank as its attorney-in-fact to: (i) endorse the Borrower's name
         on any notes, acceptances, checks, drafts, money orders or other
         evidence of payment that may come into the Bank's possession; (ii)
         sign the Borrower's name on any invoice or bill of lading relating to
         any of the Collateral; (iii) notify post office authorities to change
         the address for delivery of mail addressed to the Borrower to such
         address as the Bank may designate and take possession of and open mail
         addressed to the Borrower and remove therefrom, proceeds of and
         payments on the Collateral; and (iv) demand, receive and endorse
         payment and give receipts, releases and satisfactions for and sue for
         all money payable to the Borrower.  All of the preceding may be done
         either in the name of the Bank or in the name of the Borrower with the
         same force and effect as the Borrower could have done had this
         Agreement not been entered into.

         C.      Require the Borrower to indicate on the face of all invoices
         (or such other documentation as may be specified by the Bank relating
         to the sale, delivery or shipment of goods giving rise to the account)
         that the account has been assigned to the Bank and that all payments
         are to be made directly to the Bank at such address as the Bank may
         designate.

8.07.  COMPROMISE.  Grant extensions, compromise claims and settle any account
for less than the amount owing thereunder, all without notice to the Borrower
or





                                      (6)
<PAGE>   7
any obligor on or guarantor of the Obligations.

8.08.    PROTECTION OF SECURITY INTEREST.  Make such payments and do such acts
as the Bank, in its sole judgment, considers necessary and reasonable to
protect its security interest or lien in the Collateral.  The Borrower hereby
irrevocably authorizes the Bank to pay, purchase, contest or compromise any
encumbrance, lien or claim which the Bank, in its sole judgment, deems to be
prior or superior to its security interest.  Further, the Borrower hereby
agrees to pay to the Bank, upon demand therefor, all expenses and expenditures
(including attorneys' fees) incurred in connection with the foregoing.

8.09.    FORECLOSURE.  Enforce any security interest or lien given or provided
for under this Agreement or under any security agreement, mortgage, deed of
trust or other document relating to the Collateral, in such manner and such
order, as to all or any part of the Collateral, as the Bank, in its sole
judgment, deems to be necessary or appropriate and the Borrower hereby waives
any and all rights, obligations or defenses now or hereafter established by law
relating to the foregoing.  In the enforcement of its security interest or
lien, the Bank is authorized to enter upon the premises where any Collateral is
located and take possession of the Collateral or any part thereof, together
with the Borrower's records pertaining thereto, or the Bank may require the
Borrower to assemble the Collateral and records pertaining thereto and make
such Collateral and records available to the Bank at a place designated by the
Bank.  The Bank may sell the Collateral or any portions thereof, together with
all additions, accessions and accessories thereto, giving only such notices and
following only such procedures as are required by law, at either a public or
private sale, or both, with or without having the Collateral present at the
time of sale, which sale shall be on such terms and conditions and conducted in
such manner as the Bank determines in its sole judgment to be commercially
reasonable.  Any deficiency which exists after the disposition or liquidation
of the Collateral shall be a continuing liability of any obligor on or any
guarantor of the Obligations and shall be immediately paid to the Bank.

8.10.    APPLICATION OF PROCEEDS.  All amounts received by the Bank as proceeds
from the disposition or liquidation of the Collateral shall be applied to the
Borrower's indebtedness to the Bank as follows: first, to the costs and
expenses of collection, enforcement, protection and preservation of the Bank's
lien in the Collateral, including court costs and reasonable attorneys' fees,
whether or not suit is commenced by the Bank; next, to those costs and expenses
incurred by the Bank in protecting, preserving, enforcing, collecting, selling
or disposing of the Collateral; next, to the payment of accrued and unpaid
interest on all of the Obligations; next, to the payment of the outstanding
principal balance of the Obligations; and last, to the payment of any other
indebtedness owed by the Borrower to the Bank.  Any excess Collateral or excess
proceeds existing after the disposition or liquidation of the Collateral will
be reminded or paid by the Bank to the Borrower.

8.11.    NON-EXCLUSIVITY OF REMEDIES.  Exercise one or more of the Bank's
rights set forth herein or seek such other rights or pursue such other remedies
as may be provided by law, in equity or in any other agreement now existing or
hereafter entered into between the Borrower and the Bank, or otherwise.

                                   SECTION IX

                            MISCELLANEOUS PROVISIONS

9.01.    DEFAULT INTEREST RATE.  If an Event of Default has occurred and is
continuing, the Bank, at its option, may require the Borrower to pay to the
Bank interest on any Indebtedness or amount payable under this Agreement at a
rate which is 3% in excess of the rate or rates otherwise then in effect under
this Agreement.

9.02.    RELIANCE.  Each warranty, representation, covenant and agreement
contained in this Agreement shall be conclusively presumed to have been relied
upon by the Bank regardless of any investigation made or information possessed
by the Bank and shall be cumulative and in addition to any other warranties,
representations, covenants or agreements which the Borrower shall now or
hereafter give, or cause to be given, to the Bank.

9.03.    DISPUTE RESOLUTION.

         A.      DISPUTES.  It is understood and agreed that, upon the request
         of any party to this Agreement, any dispute, claim or controversy of
         any kind, whether in contract or in tort, statutory or common law,
         legal or equitable, now existing or hereinafter arising between the
         parties in any way arising out of, pertaining to or in connection
         with: (i) this Agreement, or any related agreements, documents or
         instruments, (ii) all past and present loans, credits, accounts,
         deposit accounts (whether demand deposits or time deposits), safe
         deposit boxes, safekeeping agreements, guarantees, letters of credit,
         goods or services, or other transactions, contracts or agreements of
         any kind, (iii) any incidents, omissions, acts, practices, or
         occurrences causing injury to any party whereby another party or its
         agents, employees or representatives may be liable, in whole or in
         part, or (iv) any aspect of the past or present relationships of the
         parties, shall be resolved through a two-step dispute resolution
         process administered by the Judicial Arbitration & Mediation Services,
         Inc. ("JAMS") as follows:

         B.      STEP I - MEDIATION.  At the request of any party to the
         dispute, claim or controversy, the matter shall be referred to the
         nearest office of JAMS for mediation, which is an informal,
         non-binding conference or conferences between the parties in which a
         retired judge or justice from the JAMS panel will seek to guide the
         parties to a resolution of the case.

         C.      STEP II - ARBITRATION (CONTRACTS NOT SECURED BY REAL
         PROPERTY).  Should any dispute, claim or controversy remain unresolved
         at the conclusion of the Step I Mediation Phase, then (subject to the
         restriction at the end of this subparagraph) all such remaining
         matters shall be resolved by final and binding arbitration before a
         different judicial panelist, unless the parties shall agree to have
         the mediator panelist act as arbitrator.  The hearing shall be
         conducted at a location determined by the arbitrator in Los Angeles,
         California (or such other city as may be agreed upon by the parties)
         and shall be administered by and in accordance with the then existing
         Rules of Practice and Procedure of JAMS and judgement upon any award
         rendered by the arbitrator may be entered by any State or Federal
         Court having jurisdiction thereof.  The arbitrator shall determine
         which is the prevailing party and shall include in the award that
         party's reasonable attorneys' fees and costs.  This subparagraph shall
         apply only if, at the time of the submission of the matter to JAMS,
         the dispute or issues involved do not arise out of any transaction
         which is secured by real property collateral or, if so secured, all
         parties consent to such submission.

         As soon as practicable after selection of the arbitrator, the
         arbitrator or the arbitrator's designated representative, shall
         determine a reasonable estimate of anticipated fees and costs of the
         arbitrator, and render a statement to each party setting forth that
         party's pro-rata share of said fees and costs.  Thereafter, each party
         shall, within 10 days of receipt of said statement, deposit said sum
         with the arbitrator.  Failure of any party to make such a deposit
         shall result in a forfeiture by the non-depositing party of the right
         to prosecute or defend the claim which is the subject of the
         arbitration, but shall not otherwise serve to abate, stay or suspend
         the arbitration proceedings.

         D.      STEP II - TRIAL BY COURT REFERENCE (CONTRACTS SECURED BY REAL
         PROPERTY).  If the dispute, claim or controversy is not one required
         or agreed to be submitted to arbitration, as provided in the above
         subparagraph, and has not been resolved by Step I mediation, then any
         remaining dispute, claim or controversy shall be submitted for
         determination by a trial on Order of Reference conducted by a retired
         judge or justice from the panel of JAMS appointed pursuant to the
         provisions of Section 638(l) of the California Code of Civil
         Procedure, or any amendment, addition or successor section thereto, to
         hear the case and report a statement of decision thereon.  The parties
         intend this general reference agreement to be specifically enforceable
         in accordance with said section.  If the parties are unable to agree
         upon a member of the JAMS panel to act as referee, then one shall be
         appointed by the Presiding Judge of the county wherein the hearing is
         to be held.  The parties shall pay in advance, to the referee, the
         estimated reasonable fees and costs of the reference, as may be
         specified in advance by the referee.  The parties shall initially
         share equally, by paying their proportionate amount of the estimated
         fees and costs of the reference.  Failure of any party to make such a
         fee deposit shall result in a forfeiture by the non-depositing party
         of the right to prosecute or defend any cause of action which is the
         subject of the reference, but shall not otherwise serve to abate, stay
         or suspend the reference proceeding.



<PAGE>   8
         E.      PROVISIONAL REMEDIES, SELF HELP AND FORECLOSURE.  No provision
         of, or the exercise of any rights under any portion of this Dispute
         Resolution Provision, shall limit the right of any party to exercise
         self help remedies such as set off, foreclosure against any real or
         personal property collateral, or the obtaining of provisional or
         ancillary remedies, such as injunctive relief or the appointment of a
         receiver, from any court having jurisdiction before, during or after
         the pendency of any arbitration.  At the Bank's option, foreclosure
         under a deed of trust or mortgage may be accomplished either by
         exercise of power of sale under the deed of trust or mortgage, or by
         judicial foreclosure.  The institution and maintenance of an action
         for provisional remedies, pursuit of provisional or ancillary remedies
         or exercise of self help remedies shall not constitute a waiver of the
         right of any party to submit the controversy or claim to arbitration.

9.04.    WAIVER OF JURY.  The Borrower and the Bank hereby expressly and
voluntarily waive any and all rights, whether arising under the California
constitution, any rules of the California Code of Civil Procedure, common law
or otherwise, to demand a trial by jury in any action, matter, claim or cause
of action whatsoever arising out of or in any way related to this Agreement or
any other agreement, document or transaction contemplated hereby.

9.05.    RESTRUCTURING EXPENSES.  In the event the Bank and the Borrower
negotiate for, or enter into, any restructuring, modification or refinancing of
the Indebtedness under this Agreement for the purposes of remedying an Event of
Default, The Bank, may require the Borrower to reimburse all of the Bank's
costs and expenses incurred in connection therewith, including, but not limited
to reasonable attorneys' fees and the costs of any audit or appraisals required
by the Bank to be performed in connection with such restructuring, modification
or refinancing.

9.06.    ATTORNEYS' FEES.  In the event of any suit, mediation, arbitration or
other action in relation to this Agreement or any document, instrument or
agreement executed with respect to, evidencing or securing the indebtedness
hereunder, the prevailing party, in addition to all other sums to which it may
be entitled, shall be entitled to reasonable attorneys' fees.

9.07.    NOTICES.  All notices, payments, requests, information and demands
which either party hereto may desire, or may be required to give or make to the
other party shall be given or made to such party by hand delivery or through
deposit in the United States mail, postage prepaid, or by Western Union
telegram, addressed to the address set forth below such party's signature to
this Agreement or to such other address as may be specified from time to time
in writing by either Party to the other.

9.08.    WAIVER.  Neither the failure nor delay by the Bank in exercising any
right hereunder or under any document, instrument or agreement mentioned herein
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right hereunder or under any document, instrument or agreement mentioned
herein preclude other or further exercise thereof or the exercise of any other
right; nor shall any waiver of any right or default hereunder or under any
other document, instrument or agreement mentioned herein constitute a waiver of
any other right or default or constitute a waiver of any other default of the
same or any other term or provision.

9.09, CONFLICTING PROVISIONS.  To the extent that any of the terms or
provisions contained in this Agreement are inconsistent with those contained in
any other document, instrument or agreement executed pursuant hereto, the terms
and provisions contained herein shall control.  Otherwise, such provisions
shall be considered cumulative.

9.10. BINDING EFFECT; ASSIGNMENT.  This Agreement shall be binding upon and
inure to the benefit of the Borrower and the Bank and their respective
successors and assigns, except that the Borrower shall not have the right to
assign its rights hereunder or any interest herein without the Bank's prior
written consent.  The Bank may sell, assign or grant participations in all or
any portion of its rights and benefits hereunder.  The Borrower agrees that, in
connection with any such sale, grant or assignment, the Bank may deliver to the
prospective buyer, participant or assignee financial statements and other
relevant information relating to the Borrower and any guarantor.

9.11.    JURISDICTION.  This Agreement, any notes issued hereunder, the rights
of the parties hereunder to and concerning the Collateral, and any documents,
instruments or agreements mentioned or referred to herein shall be governed by
and construed according to the laws of the State of California, to the
jurisdiction of whose courts the parties hereby submit.

9.12.    HEADINGS.  The headings set forth herein are solely for the purpose of
identification and have no legal significance.

9.13.    ENTIRE AGREEMENT.  This Agreement and all documents, instruments and
agreements mentioned herein constitute the entire and complete understanding of
the parties with respect to the transactions contemplated hereunder.  All
previous conversations, memoranda and writings between the parties or
pertaining to the transactions contemplated hereunder that are not incorporated
or referenced in this Agreement or in such documents, instruments and
agreements are superseded hereby.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as
of the date first hereinabove written.



BANK:                                       BORROWER:


SANWA BANK CALIFORNIA                       DOVE AUDIO, INC.

BY:  /s/ JUDI A. VOGEL                      BY: /s/  MICHAEL VINER
   ---------------------------------           ---------------------------------
   JUDI A. VOGEL, AUTHORIZED OFFICER           MICHAEL VINER, PRESIDENT/CHAIRMAN


ADDRESS:                                    ADDRESS:

Sherman Oaks Office   
15165 Ventura Boulevard                     8955 Beverly Boulevard            
Sherman Oaks, CA 91403                      West Hollywood, CA 90048






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