<PAGE>                                           
                                  UNITED STATES
                       Securities and Exchange Commission
                              Washington, DC 20549
                                        
                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
                                        
For the Quarterly Period Ended: January 31, 1997
                                       or
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934


For the transition period from                           to


                                         0-3255
                            (Commission File Number)
                                        
                                   JAYARK CORPORATION
             (Exact name of registrant as specified in its charter)
                                        
                  DELAWARE                                 13-1864519
(State or other jurisdiction of incorporation)  (IRS Employer Identification No)

                  Post Office Box 741528, Houston, Texas 77274
              (Address of principal executive offices ) (Zip Code)
                                        
                                  (713) 783-9184
              (Registrant's telephone number, including area code)

                                        
 (Former name,  former address and fiscal year,  if changed since last report.)

      Indicate by check mark whether the registrant (1) has filed all reports to
be  filed  by Section 13 or 15(d) of the Securities Exchange Act of 1934  during
the  preceding  12  months (or for such shorter period that the  registrant  was
required  to  file  such  reports), and (2) has  been  subject  to  such  filing
requirements for the past 90 days.

YES [X] NO [ ]

      Indicate the number of shares outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date:

               Class                    Outstanding at January 31, 1997
     Common Stock $0.30 Par Value                 9,221,199
                                        
<PAGE>                                  
                     Part. I
                     Item I.
                                                                       
       Jayark Corporation And Subsidiaries
           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                      Unaudited      Audited
                                                      01/31/97       04/30/97
<S>                                                 <C>           <C>
Assets
Current Assets                                        
    Cash and Cash Equivalents                          $484,425      $533,676
    Accounts Receivable-Trade, Less Allowance For     5,226,003     6,029,889
Doubtful Accounts
      of $635,833 in January 1997 and $808,427 in                            
April 1996
    Other Accounts Receivable                           332,414       478,120
    Federal and State Income Taxes Refundable                 0       695,501
    Inventories                                       8,443,272     8,654,377
    Deferred Federal Income Taxes                             0       295,798
    Other Current Assets                                276,482       303,436
Total Current Assets                                 14,762,596    16,990,797
                                                                             
Non Current Assets                                                           
    Property & Equipment, Less Accumulated              726,001       781,266
Depreciation and Amortization
    Excess of Cost Over Net Assets of Businesses        295,442       311,461
Acquired, Less Accum
      Amortization of $436,995 in January 1997 and                           
$420,975 in April 1996
    Deferred Federal Income Taxes                             0        52,063
Total Non-Current Assets                              1,021,443     1,144,790
                                                                             
Total Assets                                        $15,784,039   $18,135,587
                                                                             
Liabilities                                                                  
Current Liabilities                                                          
    Notes Payable & Lines of Credit                  $8,464,603    $9,051,585
    Notes Payable to Related Parties                  1,000,000       500,000
    Current Maturities of Long Term Debt                  1,754        38,558
    Accounts Payable                                  2,362,051     1,829,131
    Accrued Salaries and Deferred Compensation          277,923       128,990
    Commissions Payable                                 227,185       280,630
    Accrual Related to LCL Investment                   164,579     1,202,624
    Other Current Liabilities                           390,502       546,621
Total Current Liabilities                            12,888,597    13,578,139
                                                                             
Non Current Liabilities                                                      
    Long Term Debt, Excluding Current Maturities         14,019        72,020
    Subordinated Debentures                           1,400,000     1,400,000
    Other Long Term Liabilities, Related to LCL               0       500,000
Investment
Total Non Current Liabilities                         1,414,019     1,972,020
                                                                             
Total Liabilities                                    14,302,616    15,550,159
                                                                             
Commitments                                                                  
                                                                             
Stockholders' Equity                                                         
    Common Stock of $.30 Par Value.  Authorized       2,766,359     2,393,639
10,000,000 Shares;
      Issued 9,221,199 Shares in January 1997 and                            
7,978,799 Shares
      in April 1996                                                          
    Additional Paid-In Capital                        8,066,122     7,966,730
    Deficit                                          (9,351,058)   (7,774,941)
Total Stockholders' Equity                            1,481,423     2,585,428
                                                                             
Total Liabilities & Stockholders' Equity            $15,784,039   $18,135,587
                                                                             
 See accompanying notes to consolidated financial statements

</TABLE>
<PAGE>

     Jayark Corporation And Subsidiaries
    Consolidated Statements of Operations
                (Unaudited)

<TABLE>
<CAPTION>
                                  Three Months Ended       Nine Months Ended
                                  01/31/97   01/31/96     01/31/97   01/31/96
<S>                            <C>         <C>          <C>         <C>

Net Revenues                    $9,888,369 $11,700,055  $38,913,949 $32,665,793
                                                                            
Costs & Expenses:                                                           
    Cost of Revenues             8,387,580   9,966,570   31,932,458  26,083,118
    Selling, General and         2,231,730   2,342,543    7,437,483   7,047,227
Administrative
    Interest                       294,643     307,290      870,673     772,853
    Loss on Investment                   0   4,580,000            0   4,580,000
Other (Income) Expense               8,000           0      (70,549)    (75,000)
Total Costs & Expenses          10,921,953  17,196,403   40,170,065  38,408,198
                                                                            
Pre Tax Earnings (Losses)       (1,033,584) (5,496,348)  (1,256,116) (5,742,405)
                                                                            
Provision (Credit) for Income      320,113    (750,000)     320,113    (750,000)
Taxes
                                                                            
Net Income (Loss)              ($1,353,697)($4,746,348) ($1,576,229)($4,992,405)
                                                                            
Earnings (Loss) per Common Share    ($0.15)     ($0.59)      ($0.18)     ($0.63)
                                                                            
Weighted Average Common Shares   9,221,200   7,978,799    8,667,521   7,866,480
                                                                            
    See accompanying notes to consolidated financial statements

</TABLE>
<PAGE>

       Jayark Corporation And Subsidiaries
      Consolidated Statements of Cash Flows
            For The Nine Months Ended
                   (Unaudited)

<TABLE>
<CAPTION>
                                                        01/31/97     01/31/96
<S>                                                   <C>          <C>
Cash Flows From Operating Activities:
    Net Income (Loss)                                 ($1,576,229) ($4,992,405)
Adjustments to Reconcile Earnings (Loss) to Cash                             
From Operating Activities:
    Depreciation and Amortization of Property and         166,696      203,384
Equipment
    Amortization of Excess of Cost Over Net Assets         16,020       15,385
of Businesses Acquired
    Deferred Income Tax Expense (Benefit)                 347,861            0
Change In Assets and Liabilities Net of Effects                 0            0
From Acquisition of Subs:
    (Increase) Decrease in Accounts Receivable Net        949,592     (339,421)
    (Increase) Decrease in Inventories                    211,105   (2,298,712)
    (Increase) Decrease in Other Current Assets            26,954      239,426
    Increase (Decrease) in Accounts Payable               532,920      486,379
    Increase (Decrease) in Federal & State Income         695,501            0
Taxes Payable
    Increase (Decrease) in Accrued Salaries and           148,933       97,226
Deferred Compensation
    Increase (Decrease) in Commissions Payable            (53,445)    (112,053)
    Increase (Decrease) in Other Liabilities           (1,221,941)    2,145,634
          Net Cash Provided By (Used In) Operating        243,967    (4,555,157)
Activities
                                                                            
Cash Flows From Investing Activities:                                       
    Capital Expenditures for Property and                (111,431)     (119,281)
Equipment
    Investment In & Advances In Certain Assets                  0             0
Acquired
          Net Cash Provided By (Used In) Investing       (111,431)     (119,281)
Activities
                                                                            
Cash Flows From Financing Activities:                                       
    Payment of Notes Payable                             (586,982)    3,032,044
    Payment of Long Term Debt                             (94,805)      424,791
    Proceeds From Issuance of Notes Payable               500,000       500,000
    Proceeds From Issuance of Common Stock                      0             0
          Net Cash Provided By (Used In) Financing       (181,787)    3,956,835
Activities
                                                                            
          Net Increase (Decrease) in Cash and Cash        (49,251)     (717,603)
Equivalents
Cash & Cash Equivalents at Beginning of Year              533,676     1,176,698
Cash & Cash Equivalents at End of Year                   $484,425      $459,095
                                                                            
Supplemental Disclosures of Cash Flow Information:                          
    Cash Paid For:                                                          
       Interest                                           826,372       691,431
       Income Taxes                                             0             0
    Non-Cash Transactions:                                                  
       Common Stock Issued in Connection With LCL         472,112     1,156,863
Investment
                                                                            
 See accompanying notes to consolidated financial statements

</TABLE>
<PAGE>                              
                                        
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

1.    The  consolidated  balance sheet of Jayark Corporation  and  subsidiaries
  (the "Company"),  as  of  January 31, 1997, and the related consolidated
  statements  of operations  and  cash  flows  for the periods ended  January,
  1997  and  1996  are unaudited.  The  consolidated balance sheet as of April
  30, 1996 has  been  derived from  audited  financial statements. The
  consolidated financial  statements  should be  read  in  conjunction with the
  audited financial statements and footnotes for the year ended April 30, 1996,
  included in the Company's report on Form 10-K.

2.    The interim financial statements reflect all adjustments (consisting of
  only normal and recurring accruals and adjustments) which are, in the opinion
  of management, necessary to a fair statement of the results for the interim
  periods presented. The Company's operating results for any particular interim
  period may not be indicative of results for the full year.

3.    Certain reclassifications have been made in the 1996  financial statements
  to  conform them to and make them consistent with the presentation used in the
  1997 financial statements.

<PAGE>

                                     Item 2.
          Management's Discussion & Analysis of  Results of Operations
                                        
       Three Months Ended January 31, 1997 as compared to January 31, 1996
                                        
                                  NET REVENUES
                                        
      Consolidated Revenues of $9,888,000 represent a decrease of $1,812,000, or
15.5%,  as  compared  to the same period in 1996. The Audio Visual  subsidiary's
revenues  increased  $254,000,  or 10.2%, compared  to  last  year  due  to  the
continued  emphasis  on increasing direct sales as opposed to  rental  revenues,
thus  resulting  in  increased unit sales. The Household  subsidiary's  revenues
decreased $2,066,000, or 22.4%, as compared to the same period last year.   This
decrease  is primarily due to lower direct import sales as a result  of  a  soft
retail economy.
                                        
                                COST OF REVENUES
                                        
     Consolidated Cost of Revenues of $8,388,000 decreased $1,579,000, or 15.8%,
as  compared to the same period last year. The Audio Visual subsidiary's cost of
revenues  increased $216,000, or 10.4%, associated with the increase  in  sales.
The  cost  of  revenues  for the Household subsidiary decreased  $1,795,000,  or
22.7%, associated with the decrease in sales.
                                        
                                  GROSS MARGIN
                                        
Consolidated  Gross Margin of $1,501,000 was 15.2% of revenues, as  compared  to
14.8% for the same period last year.
                                        
                  SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
                                        
      Consolidated Expenses of $2,232,000 decreased $111,000 or 4.7% as compared
to  the  same  period last year. The Audio Visual subsidiary expenses  increased
$22,000  or  6.7%  when compared to the same period last year  as  a  result  of
increased  costs  associated with the rise in sales.  The  Household  subsidiary
expenses  decreased $96,000 or 5.2%. This decrease was due to the drop in  sales
which resulted in lower payroll, commissions, travel, and operating expenses.  A
decrease in corporate expenses of $36,000 or 20.9% accounted for the balance  of
the change in expenses.

<PAGE>

                                INTEREST EXPENSE
                                        
      Consolidated Interest Expense of $295,000 decreased $13,000, or 4.1%,  due
to decreased payments on the subordinated debt offset by increased borrowings.
                                        
                        LOSS ON ABANDONMENT OF INVESTMENT
                                        
      Consolidated Loss On Abandonment of Investment of $0, decreased $4,580,000
as  compared  to the same period last year.  This was a result of the  Company's
abandonment of its investment in and the writeoff of advances in certain  assets
and a business acquired in June, 1995.

                              PRE-TAX INCOME (LOSS)
                                        
      Consolidated  Pre-Tax Loss of ($1,034,000) was incurred as compared  to  a
loss of ($5,496,000) for the same period last year primarily due to the loss  on
abandonment of an investment and the writeoff of advances in certain assets  and
a  business acquired in June, 1995.  The remaining decrease of $117,000 resulted
from the drop in sales.
                                        
                                   NET INCOME
                                        
      Consolidated  Net  Loss  of ($1,354,000) as compared  to  a  net  loss  of
($4,746,000) during the same period last year occurred primarily as a result  of
the  loss on abandonment referred to above coupled with a decrease in the credit
for income taxes and reduced revenues.

<PAGE>

       Nine Months Ended January 31, 1997 as compared to January 31, 1996
                                        
                                  NET REVENUES
                                        
      Consolidated Revenues of $38,914,000 represent an increase of  $6,248,000,
or  19.1%, as compared to the same period in 1996. The Audio Visual subsidiary's
revenues increased $682,000, or 8.0%, compared to last year due to the continued
emphasis  on  increasing  direct  sales as  opposed  to  rental  revenues,  thus
resulting in increased unit sales at a lower gross profit margin as compared  to
rental  gross profit. The Household subsidiary's revenues increased  $5,566,000,
or  23.0%,  as compared to the same period last year. This increase is primarily
due to improved sales with the mass merchandisers.  The remaining increase is  a
result  of  the bulk sale of certain slow moving inventory which was sold  at  a
very low margin.
                                        
                                COST OF REVENUES
                                        
      Consolidated  Cost  of  Revenues of $31,932,000 increased  $5,849,000,  or
22.4%,  as  compared to the same period last year. The Audio Visual subsidiary's
cost  of  revenues increased $628,000, or 8.9%, associated with the increase  in
sales.  The  cost of revenues for the Household subsidiary increased $5,221,000,
or 27.4%, due to increased sales.
                                        
                                  GROSS MARGIN
                                        
Consolidated  Gross Margin of $6,981,000 was 17.9% of revenues, as  compared  to
20.1%  for the same period last year.  The Audio Visual subsidiary gross  margin
percent decreased from 17.1% to 16.4%, or 4.0% as compared with the same  period
last  year.  The Household subsidiary gross margin percent decreased from  21.2%
to  18.4%,  or  13.2% due to very low margins obtained from  the  bulk  sale  of
certain slow moving inventory.
                                        
                  SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
                                        
      Consolidated  Expenses  of  $7,437,000 increased  $390,000,  or  5.5%,  as
compared  to  the  same period last year. The Audio Visual  subsidiary  expenses
increased  $43,000, or 4.4%, when compared to the same period last year  due  to
increased  sales.   Household subsidiary expenses increased $363,000,  or  6.6%.
This  increase  was  due to commissions on higher sales, bank  service  charges,
warehousing  costs,  professional  fees, and increased  inventory  reserves.   A
decrease  in corporate expenses of $16,000 or 3.1% accounted for the balance  of
the change in expenses.

<PAGE>

                                INTEREST EXPENSE
                                        
      Consolidated Interest Expense of $871,000 increased $98,000, or 12.7%  due
to increased levels of borrowings.
                                        
                        LOSS ON ABANDONMENT OF INVESTMENT
                                        
      Consolidated Loss On Abandonment of Investment of $0, decreased $4,580,000
as  compared  to the same period last year.  This was a result of the  Company's
abandonment of its investment in and the writeoff of advances in certain  assets
and a business acquired in June, 1995.
                                        
                              PRE-TAX INCOME (LOSS)
                                        
      Consolidated Pre-Tax Losses of ($1,256,000) were incurred as compared to a
loss of ($5,742,000) for the same period last year.  This increase was primarily
due to the loss on abandonment of an investment and the writeoff of advances  in
certain assets and a business acquired in June, 1995.  The remaining decrease of
$94,000 occurred as a result of lower margins and increased costs.
                                        
                                   NET INCOME
                                        
      Consolidated  Net Losses of ($1,576,000) as compared  to  a  net  loss  of
($4,992,000) during the same period last year occurred primarily as a result  of
the  reason  referred to above coupled with a decrease in the credit for  income
taxes.
                                        
<PAGE>

                         LIQUIDITY AND CAPITAL RESOURCES
                                        
Working  capital  amounted  to  $1,874,000 at  January  31,  1997,  compared  to
$3,413,000  at  April 30, 1996.  The decrease is principally  due  to  the  loss
during the period.

Net  cash  provided by  operating activities was $244,000  in  1997, compared to
$4,555,000  net cash used in 1996.  The change was due principally to  decreases
in the net loss, inventories, accounts receivable,  and recognizing a future tax
refund.  This change was offset by increases in other liabilities.

Net cash used in investing activities was $111,000 in 1997, compared to $119,000
in 1995.

Net  cash  used  in  financing  activities was $181,000  in  1997,  compared  to
$3,957,000 net cash provided in 1996.  The change was principally due  to  notes
payable and long term debt.

In  January 1992, the Company renewed and extended a financing arrangement  with
State  Street  Bank  and  Trust Company ("SSB") to make  available  a  total  of
$20,300,000 in combination of revolving lines of credit and term loans. Over the
course  of  the next several years, the financing arrangement was  amended  with
availability ranging from $11,500,000 to $16,325,000 of which AVES had a line of
$1,500,000 with interest charged at prime plus 1%.

In  September  1996, the financing arrangement was further amended  to  increase
Rosalco's  line of credit from $10,000,000 to $11,000,000 with interest  charged
at prime plus 1 3/4%. The $1,000,000 seasonal overadvance was available  through
December  31,  1996,  and  thereafter  the  line  of  credit  reverted  back  to
$10,000,000.  In consideration for the seasonal advance, certain related parties
advanced  an  additional $500,000 to the Company in September  1996,  which  was
applied to Rosalco's outstanding line of credit.  The related party advances now
totaling $1,000,000 are payable on demand and interest is paid monthly at  prime
plus 2 1/2%.

FORBEARANCE AGREEMENT

On  March  12,  1997,  the Company entered into a Forbearance  and  Modification
Agreement  (the "Forbearance Agreement") with its primary lender  SSB.   In  the
Forbearance  Agreement  the  Company  acknowledges  that  Rosalco  was  not   in
compliance  with  certain loan covenants under its current financing  agreements
with  SSB.  The Forbearance Agreement provides Rosalco with a Line of Credit  of
$7,250,000 through April 15, 1997, $7,000,000 through May 15, 1997 and $6,750,00
after  May  16,  1997 until May 30, 1997, when the line of  credit  is  due  and
payable.  At the same time, the Company borrowed $1,100,000 from a newly created
entity,  substantially all of the equity of which is owned by certain  directors
and  principal shareholders of the Company.  The proceeds of this loan was  used

<PAGE>

to  pay down part of Rosalco's loan balance with SSB.    The $1,100,000 loan  is
payable on demand after May 30, 1997, provides interest at 8% per annum, payable
monthly,  and  is  secured by a pledge of the capital stock  of  AVES.   Certain
warrants to purchase Company common stock were also issued to the related  party
lender  in  conjunction with the $1,100,000 loan.  As part  of  the  Forbearance
Agreement,  the  Company's  unlimited guarantee to SSB  of  Rosalco's  loan  was
reduced to $200,000.

In  addition, on March 13, 1997, the AVES Line of Credit with SSB was refinanced
with  the proceeds of a new lending arrangement with BSB Bank and Trust  Company
("BSB"). AVES' new line of credit of $1,250,000 bears interest at prime  plus  1
1/2%, and is partially guaranteed by a director and principal stockholder of the
Company.   As  part  of  this  transaction, as well  as  under  the  Forbearance
Agreement, AVES was released by SSB from its guarantee of the obligations of the
Company  and  Rosalco.  Likewise, the Forbearance Agreement  provides  that  any
claim  SSB  may have in respect of the Company's $200,000 guarantee of Rosalco's
obligations, may not be enforced against the assets or capital stock of AVES.

During 1996, the Company's Rosalco operations had substantial losses caused by a
very  soft retail environment, slower deliveries from overseas suppliers, credit
restraints on customers, as well as a change in product mix.  In 1997, Rosalco's
losses  continued due to low margins caused by competitive pressures  and  price
reductions.

As  a result of these losses, the Company has experienced substantial reductions
in  its  working  capital and cash positions.  Financial  flexibility  has  been
substantially  diminished.  The Rosalco Forbearance and  Modification  Agreement
expires   May  31,  1997.   The  Company  is  pursuing  a  number  of  financing
alternatives for Rosalco including equity investment, refinancing,  or  possible
sale.   There  can  be  no  assurances that the Company will  be  successful  in
consummating these financing alternatives.  If it is not successful, and if  SSB
does  not  continue to extend credit to the Company, it may not have  sufficient
liquidity to continue the operations of Rosalco.

LCL MATTERS

During  August  1995,  Jayark,  LCL and Rosalco, a  wholly-owned  subsidiary  of
Jayark,  entered  into  a  Reimbursement Agreement with  certain  related  third
parties  to  provide  to The CIT Group/Commercial Services,  Inc.  ("CIT"),  the
primary  lender to LCL, irrevocable standby letters of credit and  cash  in  the
aggregate  amount of $1,700,000 to serve as additional collateral against  which
CIT  would  lend  additional working capital to LCL pursuant  to  CIT's  lending
arrangements with LCL.

In  consideration for providing the additional collateral, the  guarantors  have
received  shares of common stock of the Company in proportion to the  amount  of
additional  collateral  initially  provided  by  them.   Excluding  the   shares
attributable  to Rosalco, the Company issued a total of 282,400  shares  of  its
common stock to the guarantors.

<PAGE>

The  arrangement with CIT for the additional financing secured by the additional
collateral expired on February 28, 1996.  The arrangement indicated that on that
date,  in the event that CIT shall have applied any of the additional collateral
to  LCL's  obligations  to  CIT,  LCL would reimburse  the  guarantors  for  the
collateral so applied by CIT.  In July 1996, CIT notified the parties  that  CIT
was applying the additional collateral to LCL's obligations.

As  a  result  of the application of the collateral by CIT, the guarantors  have
received  shares  of  common  stock  of  the  Company.   Excluding  the   shares
attributable  to Rosalco, the Company issued a total of 960,000  shares  of  its
common stock to the guarantors.

<PAGE>                                 
                                        
                           PART II. OTHER INFORMATION

ITEM 6.   Exhibits and Reports on Form 8-K.
     
     (a)  Exhibits -
     
     10(25)     Forbearance  and Modification Agreement dated  March  12,  1997,
          between  Jayark Corporation, Rosalco, Inc., AVES Audio Visual Systems,
          Inc.,  David  L. Koffman, and State Street Bank and Trust  Company  of
          Boston, Massachusetts.
     
     10(26)     Stock  Pledge  Agreement dated March 12,  1997,  between  Jayark
          Corporation  and  State  Street  Bank and  Trust  Company  of  Boston,
          Massachusetts.
     
     10(27)     Subordination  Agreement dated March 12,  1997,  between  Jayark
          Corporation, Rosalco, Inc., AVES Audio Visual Systems, Inc., David  L.
          Koffman,   and  State  Street  Bank  and  Trust  Company  of   Boston,
          Massachusetts.
     
     10(28)     Revolving  Note dated March 12, 1997 between Jayark  Corporation
          and A-V Texas Holding, LLC.
     
     10(29)      Stock   Pledge  Agreement  dated March 12, 1997  between Jayark
          Corporation and A-V Texas Holding, LLC.
     
     10(30)     Stock Warrant to purchase 3,666,667 shares of common stock dated
          March 12, 1997 between Jayark Corporation and A-V Texas Holding, LLC.
     
     10(31)     Commercial  Security Agreement dated February 18, 1997,  between
          AVES Audio Visual Systems, Inc. and BSB Bank and Trust Company.
     
     10(32)    Promissory Note dated February 18,1997, between AVES Audio Visual
          Systems, Inc. and BSB Bank and Trust Company.
     
     10(33)    Commercial Guaranty dated February 18, 1997, between AVES  Audio
          Visual Systems, Inc., David L. Koffman and BSB Bank and Trust Company.
     
     10(34)   Subordinated Promissory Note dated March 12, 1997 between Rosalco,
          Inc. and Jayark Corporation.
     
     
     (b)  Report on Form 8-K - None
     
<PAGE>

                                   Signatures

Pursuant  to  the  requirements of the Securities  Exchange  Act  of  1934,  the
registrant  has  duly  caused this report to be signed  on  its  behalf  by  the
undersigned thereunto duly authorized.

                                   JAYARK CORPORATION
                                   Registrant

     /s/  David L. Koffman                                  March 21, 1997

     David L. Koffman, President
     Chief Executive Officer

     /s/ Robert C. Nolt                                     March 21, 1997

     Robert C. Nolt
     Chief Financial Officer

<PAGE>

                                EXHIBIT 10(25)
                                --------------

                     FORBEARANCE AND MODIFICATION AGREEMENT
                     
     This FORBEARANCE AGREEMENT (this "Agreement") is made this 12th day of
March, 1997, among State Street Bank and Trust Company (the "Bank"), Rosalco,
Inc. (the "Borrower"), AVES Audio Visual Systems, Inc. ("AVES"), Jayark
Corporation ("Jayark"), and David L. Koffman (the "Limited Guarantor").
     WHEREAS, the Bank has made extensions of credit to the Borrower pursuant to
a certain Loan and Security Agreement (All Assets), dated as of April29, 1996,
between the Borrower and the Bank (the "Loan Agreement");
     WHEREAS, the Obligations (as defined in the Loan Agreement) of the Borrower
to the Bank pursuant to the Loan Agreement are evidenced by, among other things,
a $10,000,000 Note-Grid-Fluctuating Interest, dated as of April 29, 1996, made 
by the Borrower in favor of the Bank (the "Note");
     WHEREAS, all obligations of the Borrower to the Bank, including without
limitation the Obligations, are guaranteed by AVES and Jayark pursuant to a
certain Multi-Entity Guaranty (Unlimited), dated as of April 26, 1996, made by
AVES, Jayark and the Borrower in favor of the Bank (the "Multi-Entity
Guaranty");
     WHEREAS, the Limited Guarantor executed and delivered to the Bank a Limited
Guaranty, dated as of October31, 1996, pursuant to which the Limited Guarantor
guarantied to the Bank all obligations of the Borrower or AVES to the Bank, the
liability under which was limited to an amount not exceeding $500,000 in the
aggregate (the "Limited Guaranty");

<PAGE>

     WHEREAS, certain defaults and events of default, more particularly
     described on Schedule A attached hereto (the "Specified Defaults"), have
     occurred and are continuing;
     WHEREAS, notwithstanding the foregoing, the Borrower, AVES, Jayark and the
     Limited Guarantor have requested that the Bank forbear from demanding
     payment in full of the Obligations;
     WHEREAS, in response to such request, the Bank has agreed to refrain from
     exercising its rights and remedies under the Loan Agreement, the Note, the
     Multi-Entity Guaranty and the Limited Guaranty, all security agreements
     securing the Obligations (as defined in the Loan Agreement), and all other
     agreements and documents relating to the Obligations (collectively, the
     "Loan Documents") until the Forbearance Termination Date (as hereinafter
     defined), upon the following terms and conditions.
     NOW, THEREFORE, for good and valuable consideration, the receipt and
     sufficiency of which are hereby acknowledged, the parties hereto hereby
     agree as follows:
     Section 1.     Ratification of Existing Agreements.
          (a)  All of the Obligations as evidenced by or otherwise arising under
          the Loan Documents, except as otherwise expressly modified in this
          Agreement upon the terms set forth herein, are, by each party's
          execution of this Agreement, ratified and confirmed in all respects.
          The Borrower confirms that the Bank has a first priority perfected
          security interest in all of the collateral described in the Loan
          Documents, which collateral secures all of the Obligations.  Jayark
          hereby specifically acknowledges and consents to this Agreement and
          ratifies and confirms in all respects its obligations under the Multi-
          Entity Guaranty (as amended hereby).  In addition, by the execution of
          this Agreement, the Borrower and Jayark represent and warrant that no

<PAGE>

          counterclaim, right of set-off or defense of any kind exists or is
          outstanding with respect to any of such Obligations.
          (b)  Notwithstanding anything contained in Section 1(a) to the
          contrary, the enforcement directly or indirectly by the Bank of the
          Multi-Entity Guaranty as against Jayark shall be limited to all assets
          of Jayark other than (i) Jayark's ownership interest in the stock of
          AVES, and (ii) any assets of AVES in the possession of Jayark,
          including, without limitation, accounts, accounts receivable,
          inventory, equipment, furniture and , fixtures; provided, however, in
          the event that the Bank is required to disgorge all or a portion of
          the $1,100,000 Loan (as hereinafter defined) as a result of a claim
          made against the Bank under the provisions of the Bankruptcy Code (11
          U.S.C. 101 et. seq.) or other applicable law, the Bank's claim
          against AVES in any such proceeding shall not be limited by the terms
          of this Section.
     Section 2.     Amount of Obligations.  As of the date hereof, the Borrower
     and Jayark acknowledge and agree that the outstanding principal amount of
     the Obligations under the Loan Documents  is equal to $7,640,384.82, the
     accrued but unpaid interest, which continues to accrue, totals $21,223.29,
     the undrawn amount of all letters of credit issued by the Bank pursuant to
     the Loan Documents is $282,878.55, and all fees, costs and expenses
     (including legal fees) total $35,000.
     Section 3.     Existing Defaults.  The Borrower and Jayark agree and
     acknowledge that (i) the Obligations and the Loan Documents are currently
     in default as a result of the Specified Defaults, and (ii) the Bank is
     entitled to exercise all of its rights and remedies thereunder and under
     applicable law.

<PAGE>

            Section 4.     Forbearance.  Subject to the terms
     and conditions set forth herein, and in consideration of the
     representations, warranties and agreements made by the Borrower and Jayark
     herein, the Bank agrees to forbear from exercising its rights and remedies
     under the Loan Documents until that certain date (the "Forbearance
     Termination Date") which is the earliest to occur of:
          (a)  Subject to a one business day cure period after notice from the
          Bank, the failure of the Borrower or Jayark to comply with any terms
          applicable to such party set forth in this Agreement;
          (b)  The failure of any representation or warranty made by the
          Borrower, AVES, Jayark or the Limited Guarantor herein to have been
          true and complete as of the date made.
          (c)  The occurrence of any material adverse change in the financial
          condition of the Borrower after the date of this Agreement, as
          determined by the Bank in its reasonable discretion;
          (d)  The commencement by the Borrower, AVES, Jayark or the Limited
          Guarantor or any affiliate thereof of any litigation against the Bank
          or any affiliate of the Bank in connection with or related to this
          Agreement or any of the Loan Documents;
          (e)  After any applicable notice and cure period, (i) the occurrence
          after the date of this Agreement of any Event of Default under the
          Loan Documents (as amended hereby), including, without limitation, any
          of the Specified Defaults, or (ii) the continuance after the date of
          this Agreement of any Event of Default under the Loan Documents (as
          amended hereby), including, without limitation, any of the Specified
          Defaults, which first occurred prior to the date of this Agreement;

<PAGE>

          (f)  The termination of the employment of the Recovery Group as
          financial advisor to the Borrower (unless a replacement reasonably
          satisfactory to the Bank has been immediately retained by the
          Borrower);
          (g)  May 30, 1997.
     On and after the Forbearance Termination Date, (i) the Bank shall not be
     required to make any further advances to the Borrower under the Loan
     Documents, (ii) all of the Obligations shall become immediately due and
     payable in full, without any further notice to the Borrower or Jayark,
     (iii) the Bank shall be free in its sole and absolute discretion to proceed
     to enforce any or all of its rights under or in respect of this Agreement,
     the Loan Documents and applicable law in order to collect and realize upon
     the Obligations, and (iv) interest shall accrue on the Obligations until
     paid in full, without further notice to the Borrower or Jayark, at the
     default rate of interest provided in the Loan Documents.  Nothing contained
     herein shall constitute a waiver or release of any of the Specified
     Defaults.
     Section 5.     Conditions Precedent.  The forbearance obligations of the
     Bank shall be subject to the prior satisfaction, on or before the date
     hereof, of the following conditions precedent:
          (a)  The Borrower shall have received an unsecured subordinated loan
          from Jayark in the minimum amount of $1,100,000 (the "$1,100,000
          Loan"), in a form acceptable to the Bank and its legal counsel,
          $1,000,000 of the proceeds of which will be applied to the Obligations
          pursuant to the Loan Documents, and (i) $100,000 of the proceeds of
          the $1,100,000 Loan shall be delivered directly to the Bank to be held
          in a separate cash collateral account at the Bank, (ii) the Borrower
          hereby grants a security interest to the Bank in such cash collateral
          which shall secure the Borrower's obligations under this Agreement and

<PAGE>

          the Loan Documents, and (iii) upon the occurrence of the Forbearance
          Termination Date or an event which with the passage of time or the
          giving of notice, or both, would result in the Forbearance Termination
          Date, the Bank may in its sole discretion apply such cash collateral
          to the obligations under this Agreement or the Loan Documents.
          (b)  The Borrower shall have paid all of the fees and expenses of
          counsel for the Bank, and all of the fees and expenses of its own
          counsel.
          (c)  The Borrower shall have provided the Bank with evidence in form
          and substance satisfactory to the Bank of the Borrower, AVES and
          Jayark's corporate or other power and authority to execute and deliver
          this Agreement and all related documents and to perform the terms
          thereof.
          (d)  The Bank shall have received a stock pledge agreement, in form
          satisfactory to the Bank in its sole and absolute discretion, granting
          to the Bank as security for the Obligations a first priority security
          interest in all of the stock of the Borrower, along with the original
          stock certificates evidencing such ownership and stock powers executed
          in blank.
          (e)  All obligations of AVES to the Bank pursuant to the Loan and
          Security Agreement (All Assets), dated as of April29, 1996, between
          AVES and the Bank, the $1,500,000 Note-Grid-Fluctuating Interest,
          dated as of April29, 1996, made by AVES in favor of the Bank, and all
          documents executed and delivered in connection therewith (the "AVES
          Loan Documents") shall have been indefeasibly paid in full.
          (f)  The Borrower shall have executed and delivered a Lock-box
          Agreement in form and substance satisfactory to the Bank.
          (g)  The Borrower shall have delivered a Borrowing Base Certificate in
          the form of Exhibit A attached to the Loan Agreement to the Bank as of
          the date hereof.

<PAGE>

          (h)  The Borrower shall have delivered financial projections for the
          120-day period following the date of this Agreement, including balance
          sheet, profit and loss statement and statement of cash flows (each of
          which shall be presented on a week-by-week basis), in form and
          substance satisfactory to the Bank.
          (i)  The Borrower and each of Jayark and the Limited Guarantor shall
          deliver to the Bank a subordination agreement with respect to any
          existing or future indebtedness of the Borrower owing to such parties,
          in form and substance satisfactory to the Bank.  If the Borrower is or
          becomes indebted to any of its affiliates (as defined in the Loan
          Agreement), the Borrower and such affiliate shall deliver to the Bank
          a subordination agreement with respect to such indebtedness, in form
          and substance satisfactory to the Bank.
     Section 6.     Covenants.  Without any prejudice or impairment whatsoever
     to any other rights and remedies of the Bank contained in the Loan
     Agreement, the Note or in any of the other Loan Documents, the Borrower
     covenants and agrees with the Bank as follows:
          (a)  The Borrower will deliver to the Bank an inventory assessment
          plan, developed with assistance by and in conjunction with its
          financial advisor, on or before March 31, 1997 or such other date as
          may be mutually agreeable to the Borrower and the Bank..
          (b)  The Borrower shall continue to employ at least one day per week
          the Recovery Group as financial advisor, or a replacement financial
          advisor reasonably acceptable to the Bank, whose responsibilities
          shall include periodically assessing the business operations and
          assets of the Borrower and assisting the Borrower in its efforts to
          enhance revenue and cash flow throughout the term of this Agreement.
          The financial advisor shall also be responsible for assisting the
          Borrower in developing and implementing a plan to provide for the
          payment in full of all Obligations no later than May 30, 1997.  Such

<PAGE>

          plan shall be delivered to the Bank no later than April 15, 1997.
          Upon the occurrence and during the continuance of a default under this
          Agreement or of an Event of Default (as defined in the Loan
          Agreement), the Bank shall have the right, at its sole discretion, but
          at the sole cost of the Borrower, to require the Borrower to employ,
          at any frequency reasonably determined by the Bank, the Recovery Group
          as financial advisor, or a replacement financial advisor reasonably
          acceptable to the Bank, whose responsibilities shall include, but not
          be limited to, continually assessing the business operations, business
          prospects and assets of the Borrower and assisting the Borrower in its
          efforts to enhance revenue and cash flow.
          (c)  The Borrower shall at all times be in compliance with all of the
          terms, covenants and provisions contained in this Agreement and the
          Loan Documents, as they may be amended hereby, and all of the
          representations and warranties contained in this Agreement shall be
          correct and complete as of the date made.
          (d)  The Borrower and Jayark shall at any time or from time to time
          execute and deliver such further instruments, and take such further
          action as the Bank may reasonably request, in each case to further
          affect the purposes of this Agreement or any of the Loan Documents,
          including, without limitation, the execution and delivery of
          additional UCC-1 Financing Statements to be filed with the county
          recorder having jurisdiction over the Borrower's chief executive
          office located in Jeffersonville, Indiana.  In addition, the Borrower
          will use its reasonable efforts, such efforts to be documented in
          writing, to obtain a landlord waiver in form and substance acceptable
          to the Bank to be signed by the Borrower's landlord within fifteen
          (15) days of the date of this Agreement relating to the Borrower's
          lease of warehouse space in Rancho Dominguez, California.  The
          Borrower's failure, through no fault of its own, to obtain such
          landlord waiver shall not constitute a default under this Agreement.

<PAGE>

          (e)  On a weekly basis, the Borrower shall deliver a report to the
          Bank with respect to any inventory of the Borrower which is in transit
          to or from a warehouse maintained by the Borrower, including, without
          limitation, any inventory purchased by the Borrower which is being
          transported by ocean going vessel to a port in the United States,
          setting forth the following: (i) a description and the amount of such
          inventory, (ii) the name of the shipper, (iii) the carrier which is
          transporting such inventory, and (iv) the shipping charges owed to
          such carrier for such shipment and the total amount unpaid to such
          carrier for all shipments to date.  To the extent that such inventory
          is represented by a bill of lading, the Borrower shall immediately
          deliver such bill of lading to the Bank on demand.
          (f)  The Borrower shall deliver the following financial information to
          the Bank, in form and substance satisfactory to the Bank: (i) on a
          daily basis, a listing of the Borrower's sales for the previous day,
          (ii) on a weekly basis, a cash flow report, showing the cash flow for
          the Borrower for the period from the date of this Agreement through
          the date of such cash flow report, with comparisons to the amounts
          budgeted for such period, a listing of the inventory of the Borrower,
          and a completed Borrowing Base Certificate in the form of  Exhibit A
          attached to the Loan Agreement, (iii) on a monthly basis, within
          twenty (20) days of the end of each calendar month, an aging of the
          accounts receivable of the Borrower, an aging of the accounts payable
          of the Borrower, and a listing of the inventory of the Borrower, (iv)
          on a monthly basis, within thirty (30) days of the end of each
          calendar month, a consolidating balance sheet, profit and loss
          statement and statement of cash flows of the Borrower, together with a
          Certificate of No Defaults, signed by the President or the Chief
          Financial Officer of the Borrower in the form of Exhibit A attached
          hereto, and (v) any other financial information requested by the Bank
          from time to time.  During normal business hours, the Borrower shall

<PAGE>

          permit the Bank or its designated agents to inspect the books and
          records of the Borrower and to make copes therefrom, all at the cost
          and expense of the Borrower.
          (g)  The Borrower shall not request, and the Bank shall not be
          required to issue, letters of credit to be issued by the Bank which
          have expiration dates later than May 30, 1997.
          (h)  The Borrower shall, on demand, pay all of the fees and expenses
          of counsel for the Bank.
          (i)  If, at any time and for any reason, the aggregate amount of the
          outstanding loans made to the Borrower pursuant to the Loan Documents
          exceeds the lesser of the Credit Limit or the Borrowing Base (as
          defined in the Loan Agreement as amended hereby), then the Borrower
          shall, within one business day after demand by the Bank, pay to the
          Bank, in cash, the amount of such loans in excess of the Credit Limit.
     Section 7.     Amendment and Modifications to Loan Agreement.  The Loan
     Agreement is hereby amended and modified in the following respects:
          (a)  Section 5(a)(4) of the Loan Agreement is hereby amended
          in its entirety as follows:
          (4)  the lesser of:
               (i) an amount equal to (a) $2,750,000 from the date
               hereof through and including March 31 1997 or (b)
               $2,500,000 thereafter; or
               
               (ii)forty-five percent (45%) of all Eligible Inventory
               (as defined below) consisting of finished goods located
               in warehouses, in transit or which have been ordered
               pursuant to a purchase order backed by a letter of
               credit issued by the Bank, but which have not yet been
               negotiated (exclusive of Inventory in Transit covered
               by subsection (3) above); MINUS
          
<PAGE>

          (b)  Section 5(a)(5) of the Loan Agreement is hereby amended in its
          entirety as follows:
          (5)  one hundred percent (100%) of the aggregate amount then undrawn
          on all outstanding letters of credit and Banker's Acceptances issued
          by the Bank for the account of the Borrower, which shall in no event
          exceed $750,000.
          
          (c)  Section 5(b) of the Loan Agreement is hereby amended in its
          entirety to read as follows:
          (b)  The term "Credit Limit" as used herein shall mean, (i)
          during the period prior to and including April 15, 1997, an
          amount equal to $7,250,000, (ii) during the period from
          April 16, 1997 through and including May 15, 1997, an amount
          equal to $7,000,000, and (iii) after May 16, 1997, an amount
          equal to $6,750,000.
          
          (d)  Section 12(h) of the Loan Agreement is hereby amended by deleting
          the phrase "forty-five (45) days" and inserting, in its place, the
          phrase "thirty (30) days".
          (e)  Section 14(g) of the Loan Agreement is hereby amended in its
          entirety to read as follows:
               (g) (Liens) create, permit to be created or suffer to
               exist any lien, encumbrance, charge, security interest or
               any other type of preferential arrangement, or grant a
               negative pledge to any party other than the Bank
               (collectively, "Lien") upon any of the Collateral or any
               other property of Borrower, now owned or hereafter
               acquired, except: (i) landlords', carriers',
               warehousemen's, mechanics' and other similar Liens
               arising by operation of law in the ordinary course of
               Borrower's business; which secure indebtedness not yet
               due and payable, (ii) arising out of pledges or deposits
               under worker's compensation, unemployment insurance, old
               age pension, social security, retirement benefits or
               other similar legislation; (iii) purchase money Liens
               arising in the ordinary course of business (so long as
               the indebtedness secured thereby does not exceed the
               lesser of the cost or fair market value of the property
               subject thereto, and such Lien extends to no other
               property); (iv) those Liens and encumbrances set forth on
               Schedule "B" annexed hereto; and (v) in favor of Bank;

<PAGE>

          (f) Section 14(l) of the Loan Agreement is hereby amended in its
          entirety to read as follows:
               (l) (Transactions with Affiliates) enter into any lease
               or other transaction with any shareholder, officer,
               subsidiary, parent, any subsidiary of any parent, any
               affiliate or any affiliate of any parent, on terms any
               less favorable than those which might be obtained from
               persons who (or entities which) are not such a
               shareholder, officer, subsidiary, parent or affiliate;
               provided, however, Borrower shall not make any payments
               to its parent corporation in any one month in excess of
               $20,000 in consideration for services to be provided to
               the Borrower by Jayark Corporation, which payments shall
               be subject to that certain Subordination Agreement, dated
               as of even date herewith;
               
     Section 8.     Amendment and Modification to Multi-Entity Guaranty.
     Section 1 of the Multi-Entity Guaranty is hereby amended by
     inserting the following at the end thereof:
               Notwithstanding anything to the contrary contained in
               this Guaranty, (i) the liability of AVES hereunder shall
               be terminated, and (ii) the liability of Jayark
               Corporation hereunder with respect to the Obligations
               owing by Rosalco, Inc. shall be the sum of all such
               Obligations up to but not exceeding Two Hundred Thousand
               Dollars ($200,000) in the aggregate, which amount shall
               specifically include:  (i) all costs and expenses
               (including court costs and legal expenses) reasonably
               incurred or expended by the Bank in connection with this
               Guaranty and the enforcement hereof, (ii) all interest on
               amounts recoverable under this Guaranty from the time
               such amounts become due until payment at the rate
               applicable to the Obligations owing by Rosalco, Inc, and
               (iii) any other amounts due and owing under this
               Guaranty.  Each payment by Jayark Corporation pursuant to
               this Guaranty on account of the Obligations of Rosalco,
               Inc. shall reduce the liability of Jayark Corporation
               hereunder by a like amount.  The dealings of the Bank
               with any Customer need not be limited to any particular
               sum notwithstanding the limitation herein upon the
               liability of Jayark Corporation.  The Bank shall not take
               any action to collect upon or enforce this Guaranty
               against Jayark Corporation on account of the Obligations
               of Rosalco, Inc. until the expiration of forty-five (45)
               days from the date that the Bank first makes written
               demand upon Jayark for payment of such Obligations
               pursuant to this Guaranty.

<PAGE>

     Section 9.     Accumulated Operating Cash Flow.  The Borrower shall
     have attained a minimum of the following Accumulated Operating Cash
     Flow as of the each of the following dates:

                                        Minimum Accumulated
          Attainment Date               Operating Cash Flow
          
          March 31, 1997                   $ 25,000
          April 30, 1997                   $425,000

Accumulated Operating Cash Flow shall be calculated on a consistent basis in
accordance with the calculations contained in Exhibit B attached hereto.
     Section 10.    Release.  Each of the Borrower, AVES, Jayark and the Limited
     Guarantor, on its own behalf and on behalf of its prospective shareholders,
     directors, employees and agents and their successors and assigns, hereby
     waive, release and discharge the Bank and all directors, officers,
     employees, attorneys and agents of the Bank, from any and all claims,
     demands, actions or causes of action arising out of or in any way relating
     to the Loan Documents or the AVES Loan Documents and any documents,
     agreements, dealings or other matters connected with the Loan Documents or
     the AVES Loan Documents, including without limitation all known and unknown
     matters, claims, transactions or things occurring prior to the date of this
     Agreement relating to the Loan Documents or the AVES Loan Documents.  AVES
     specifically and expressly represents and warrants to the Bank that AVES
     has no claims, counterclaims, rights of set-off, defenses of any kind,
     demands, actions or causes of action arising out of or in any way relating
     to the Loan Documents or the AVES Loan Documents or any documents,
     agreements, dealings or other matters connected with the Loan Documents or
     the AVES Loan Documents, including without limitation all known and unknown
     matters, claims, transactions or things occurring prior to the date of this
     Agreement relating to the Loan Documents or the AVES Loan Documents.  The
     Limited Guarantor specifically and expressly represents and warrants to the
     Bank that the Limited Guarantor has no claims, counterclaims, rights of set
     off, defenses of any kind, demands, actions or causes of action arising out
     of or in any way relating to the Loan Documents or the AVES Loan Documents
     and any documents, agreements, dealings or other matters connected with the
     Loan Documents or the AVES Loan Documents, including without limitation all
     known and unknown matters, claims, transactions or things occurring prior
     to the date of this Agreement relating to the Loan Documents or the AVES
     Loan Documents.

<PAGE>

     Section 11.    Representations and Warranties.
          (a)  All of the representations and warranties made by the Borrower in
          the Loan Agreement are true and correct as of the date hereof as if
          made on and as of the date hereof, except to the extent that any of
          such representations and warranties relate by their terms to a prior
          date or except as otherwise disclosed in writing to the Bank on or
          before such date; and the Borrower has no actual knowledge that any
          other representations and warranties made by the Borrower in the Loan
          Documents are not true and correct on and as of the date hereof.
          (b)  Neither the execution and delivery of this Agreement, nor the
          consummation of the transactions herein contemplated, nor the
          compliance with the provisions hereof will violate any provisions of
          the Articles of Organization or Bylaws of the Borrower, AVES or
          Jayark, or any law, statute or regulation, or any order or decree of
          any court or governmental instrumentality, or will conflict with, or
          result in a breach of, or constitute a default under, any indenture,
          mortgage, deed of trust, agreement or other instrument to which the
          Borrower, AVES, Jayark or the Limited Guarantor is a party or by which
          any of them or any of their property may be bound, or, except as
          contemplated under this Agreement, result in the creation or
          imposition of any mortgage, pledge, security interest, encumbrance,

<PAGE>

          lien, charge, attachment, judgment, levy, or other condition having
          the practical effect of any of the foregoing upon any property of the
          Borrower, AVES, Jayark and the Limited Guarantor.
          (c)  The Borrower, AVES and Jayark have the corporate power and
          authority to execute, deliver and carry out the terms and provisions
          of this Agreement and the other documents executed in connection
          herewith or contemplated hereby (collectively, the "Forbearance
          Documents"), and the Borrower, AVES and Jayark have taken or caused to
          be taken all necessary corporate action to authorize the execution,
          delivery and performance of this Agreement and the Forbearance
          Documents.  This Agreement and each of the Forbearance Documents
          constitute the legal, valid and binding obligations of the Borrower,
          AVES, Jayark and the Limited Guarantor and are enforceable in
          accordance with their respective terms.
          (d)  To the best knowledge of the Borrower, there are no material
          Events of Default under the Loan Documents existing as of the date
          hereof other than the Events of Default listed as items 1-13 on
          Schedule A attached hereto
     Section 12.    Forbearance Fee.  Commencing on the date hereof, and until
     the Obligations are paid in full, the Borrower shall pay to the Bank a fee
     equal to $20,000 per month (the "Forbearance Fee"), payable in advance on
     the first day of each month beginning with the month of March , 1997 (which
     initial Forbearance Fee shall be due and payable on the date hereof),
     provided, that one-half of the amount of each required payment of the
     Forbearance Fee shall be deferred and paid on the Forbearance Termination
     Date, provided further, that if the Borrower repays the Obligations in full
     prior to the Forbearance Termination Date, the deferred portion of the
     Forbearance Fee will be waived.  The Forbearance Fee replaces the $7,500
     monthly administrative fee currently being charged pursuant to the Loan
     Documents.

<PAGE>

     Section 13.    Consent to Appointment of Receiver.  In addition to all of
     the other rights and remedies available to the Bank under this Agreement
     and the Loan Documents, on or after the Forbearance Termination Date, each
     of the Borrower and Jayark expressly consents to the appointment of a
     receiver as requested by the Bank in its sole discretion for its properties
     and business in any state or federal court proceeding or administrative
     proceeding.  The Borrower will take no action to contest, object to or
     otherwise interfere with the request for or appointment of a receiver and
     the Borrower shall cooperate fully in making all of its books and records
     available to a receiver and in giving such receiver dominion and control
     over all properties, business records and business of the Borrower.  If the
     Bank requests the appointment of a receiver, the Borrower will promptly
     execute all documents required by the Bank to evidence the Borrower's
     consent to such appointment.  The Bank shall provide the Borrower with
     seven (7) business days prior written notice of any request by the Bank for
     the appointment of a receiver.  The Bank's right to require a receiver for
     Borrower's properties and business shall be in addition to, and not in lieu
     or limitation of, the Bank's other rights and remedies under the Loan
     Documents, this Agreement or otherwise and may be executed by the Bank
     prior to, concurrently with, or successive to any other rights and remedies
     available.
     Section 14.    No Waiver.  Except as otherwise expressly provided for in
     this Agreement, nothing in this Agreement shall extend to or affect in any
     way any of the obligations of the Borrower or Jayark or any of the Bank's
     rights and remedies arising under the Loan Documents.  The acceptance by
     the Bank of any partial payment of any amount due shall not constitute a
     waiver of the rights of the Bank to collect the remaining portion thereof.
     Section 15.    Release of AVES.  Upon compliance with the conditions
     precedent set forth in Section 5 hereof, the obligations of AVES as a

<PAGE>

     guarantor under the Multi-Entity Guaranty shall be terminated and the Bank
     hereby waives, releases and discharges AVES from all claims, demands,
     actions or causes of action arising out of or relating to the Multi-Entity
     Guaranty.  The Borrower has advised the Bank that the loan to Jayark will
     be secured by a pledge of AVES common stock.
     Section 16.    Release of the Limited Guarantor.  Upon compliance with the
     conditions precedent set forth in Section 5 hereof, the obligations of the
     Limited Guarantor as a guarantor under the Limited Guaranty shall be
     terminated and the Bank hereby waives, releases and discharges the Limited
     Guarantor from all claims, demands, actions or causes of action arising out
     of or relating to the Limited Guaranty.
     Section 17.    Expenses.  The Borrower agrees to pay to the Bank on the
     date hereof and upon demand from time to time hereafter (a)an amount equal
     to any and all reasonable out-of-pocket costs or expenses (including
     reasonable legal fees and disbursements) incurred or sustained by the Bank
     in connection with the administration of credit extended by the Bank to the
     Borrower or the preservation of or enforcement of its rights under the Loan
     Documents or in respect of any of the Borrower's other obligations to the
     Bank.  The Borrower hereby authorizes and directs the Bank, upon five (5)
     day's notice from the Bank, to charge the Borrower's deposit accounts at
     the Bank for all such costs and expenses.
     Section 18.    Notices.  All notices, demands or other communications
required or permitted hereunder shall be in writing and shall be telecopied
(followed by overnight mail), personally delivered or sent by registered or
certified mail, postage-prepaid, return receipt requested, or by receipted
overnight delivery service to the addressee, at its address set forth below:

<PAGE>

If to the Borrower:                     With a copy to:

     Rosalco, Inc.                           Robert Nolt
     257 America Place                       300 Plaza Drive
     Jeffersonville, IN 47130                Vestal, NY 13850
     Fax:  (812) 284-6658                    Fax:  (607) 797-7103

If to Jayark, AVES or the                    With a copy to:
Limited Guarantor:

     c/o David L. Koffman                    Robert Nolt
     300 Plaza Drive                         300 Plaza Drive
     Vestal, NY 13850                        Vestal, NY 13850
     Fax:  (607) 797-7103                    Fax:  (607) 797-7103

If to the Bank:                              With a Copy to;

     State Street Bank and Trust Company     Mintz, Levin, Cohn, Ferris,
     225 Franklin Street                     Glovsky and Popeo, P.C.
     Boston, MA 02110                        One Financial Center
     Attention:  John D. Gaziano, Jr., V.P.  Boston, MA 02111
     Attention:  James M. Benninger, V.P.    Attention:  Paul J. Ricotta
     Fax: (617) 664-4176                     Fax:  (617) 542-2241
   
or at such other address as shall be designated by any of the foregoing parties
in a written notice to the other parties complying as to delivery with the terms
of this Section.  All such communications shall be deemed received (i) in the
case of hand delivery, on the day of delivery, (ii) in the case of overnight
mail or overnight courier service, on the next business day after such
communication is mailed, postage prepaid, or placed in the hands of such courier
service for delivery, (iii) in the case of telecopy, on the day the sender
receives electronic confirmation that a facsimile has been successfully
transmitted to the recipient thereof, and (iv) in the case of registered or
certified mail, on the fifth business day after such communication is mailed,
postage prepaid, with the United States Postal Service.

<PAGE>

    Section 19. Miscellaneous.
          (a)  This Agreement shall be binding and shall be deemed effective
          only when executed by all of the parties hereto.
          (b)  This Agreement shall bind and inure to the benefit of the
          respective successors and assigns of each of the parties hereto;
          provided, however, neither the Borrower, AVES, Jayark nor the Limited
          Guarantor may assign this Agreement or any rights or obligations
          hereunder, and any prohibited assignment shall be absolutely void.
          Without notice to or consent of the Borrower, AVES, Jayark or the
          Limited Guarantor, the Bank may assign this Agreement and its rights
          and duties hereunder.  The parties hereto do not intend that any of
          the benefits of this Agreement shall inure to any third party, and no
          third party shall be a third party beneficiary hereof.
          (c)  Headings and section numbering contained in this Agreement have
          been set forth herein for convenience only.
          (d)  Each provision of this Agreement shall be severable from every
          other provision of this Agreement for the purposes of determining the
          legal enforceability of such provision, and the unenforceability of
          any provision of this Agreement shall not invalidate the
          enforceability of any other provision of this Agreement.
          (e)  This Agreement constitutes the entire Agreement among the parties
          hereto with respect to the Bank's forbearance of its rights and
          remedies under the Loan Documents.
          (f)  This Agreement cannot be changed or terminated orally, but only
          by a writing signed by all of the parties hereto.
          (g)  This Agreement supersedes all prior agreements, understandings
          and negotiations relating to the Bank's forbearance as provided
          herein, all of which are merged into this Agreement.

<PAGE>

          (h)  This Agreement may be executed in any number of counterparts each
          of which, when executed and delivered, shall be deemed to be an
          original and all of which, when taken together, shall constitute but
          one and the same Agreement.
     Section 20.  Continuing Effect.  Except as specifically modified hereby,
the Loan Documents shall remain in full force and effect, and the Borrower and
Jayark acknowledge and agree to comply with all of the provisions of the Loan
Documents, as modified hereby.
     Section 21.  No Future Commitments.  The Borrower, AVES, Jayark and the
Limited  Guarantor acknowledge that while the Bank may agree to review a plan or
plans for restructuring of the existing obligations, the Bank has not agreed or
committed to enter into such restructuring.  Nothing contained in this Agreement
shall be deemed to constitute the Bank's agreement that the

<PAGE>

Bank will agree to any restructuring.  The Borrower, AVES, Jayark and the
Limited Guarantor acknowledge and agree that they are not relying upon any
expectation that the Bank will agree to any restructuring in the future.  The
Borrower, AVES, Jayark and the Limited  Guarantor further acknowledge and agree
that, absent a written modification of the terms of this Agreement in accordance
with the provisions hereof, the Obligations shall become due and payable in full
in cash on the Forbearance Termination Date.
     Section 22.    WAIVER OF JURY TRIAL.  THE BORROWER HEREBY WAIVES ITS RIGHT
     TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY
     DISPUTE IN CONNECTION WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OF THE
     BORROWER'S OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH
     OBLIGATIONS.
     Section 23.    Governing Law.  This Agreement shall be governed and
construed in accordance with the laws of The Commonwealth of Massachusetts.
     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be duly executed by its duly authorized officer as of the day and year first
above written.

WITNESS:                           ROSALCO, INC.
                         
Name: /s/ Mary Cifaratta           Name: /s/ David L. Koffman
                                   Its:  Chairman

<PAGE>

WITNESS:                           STATE STREET BANK AND TRUST COMPANY
                            
Name: /s/ Paul J. Ricotta          Name: /s/ James M. Benninger
                                   Its:  Vice President
                              
WITNESS:                           JAYARK CORPORATION
                         
Name: /s/ Mary Cifaratta           Name: /s/ David L. Koffman
                                   Its: Chairman                        
                              
WITNESS:                           Agreed to solely with respect to Sections
                                   4(d), 5(j), 10, 11(b),11(c), 16, 19(b) and
                                   21 hereof:

Name: /s/ Mary Cifaratta           Name: /s/ David L. Koffman
                                   Its: Limited Guarantor                      

                                   Agreed to solely with respect to Sections
                                   4(d), 5(d), 5(f), 10, 11(b), 11(c), 15, 19(b)
                                   and 21 hereof:

WITNESS:                           AVES AUDIO VISUAL SYSTEMS, INC.
                         
Name: /s/ Mary Cifaratta           Name: /s/ David L. Koffman
                                   Its: Chief Executive Officer                

<PAGE>
                        
                                   SCHEDULE A
                                        
                               SPECIFIED DEFAULTS

     Prior to and as of the date hereof but not after the date hereof, the
Borrower is in default of the following financial covenants:

          1.   Section 14(b) of the Loan and Security Agreement (All Assets)
               (the "Loan Agreement") with respect to the Debt to Capital Base;
          
          2.   Section 14(c) of the Loan Agreement with respect to the Current
               Ratio;
          
          3.   Section 14(d) of the Loan Agreement with respect to Minimum Net
               Earnings; and
          
          4.   Section 14(i) of the Loan Agreement with respect to loans made by
               the Borrower.
          
          5.   Section 14(j) of the Loan Agreement with respect to the guaranty
               of indebtedness.
          
          6.   Section 14(l) of the Loan Agreement with respect to leases with
               shareholders or affiliates of the Borrower.
          
          7.   Section 15(c) of the Loan Agreement with respect to violations of
               the Loan Documents
          
          8.   Section 15(f) of the Loan Agreement with respect to liens of
               creditors.
          
          9.   Section 15(l) of the Loan Agreement with respect to material
               adverse changes in the financial condition of the Borrower.
          
          10.  Section 15(o) of the Loan Agreement with respect to changes in
               the identify of the management of the Borrower.
          
          11.  Section 15(u) of the Loan Agreement with respect to the
               occurrence of an event of default by a guarantor
          
          12.  Section 15(x) of the Loan Agreement with respect to the
               occurrence of an event of default under the Loan and Security
               Agreement (All Assets) between AVES and the Bank on account of
               the occurrence of an event of default under the Loan Documents.

<PAGE>

          13.  Section 5(a) of the Loan Agreement with respect to the aggregate
               principal amount of the loan.
          
     The Borrower has informed the Bank that prior to and as of the date hereof
     but not after the date hereof, the Borrower may be in default of other
     covenants and obligations under the Loan Documents.  The Bank acknowledges
     that these additional defaults, although not enumerated, shall constitute
     Specified Defaults.

<PAGE>

                                    EXHIBIT A
                                        
                       FORM OF CERTIFICATE OF NO DEFAULTS
                                        
     I do hereby certify to State Street Bank and Trust Company (the "Bank")
that I have reviewed the Forbearance and Modification Agreement dated as of
March 12, 1997 among the Bank, Rosalco, Inc., AVES Audio Visual Systems, Inc.,
Jayark Corporation and David L. Koffman (the "Forbearance Agreement") and the
Loan Documents (as defined therein); I further certify that I have caused the
investigations necessary to make this certification; I further certify that to
the best of my knowledge no default under the Forbearance Agreement or Event of
Default (as defined in the Loan Documents) exists as of the date hereof [or
describing such default or Event of Default if one exists].

     Dated:    This 12th day of March, 1997

                                        Name: /s/ David L. Koffman
                                        Title: Chairman

<PAGE>

                                    EXHIBIT B

                                  ROSALCO, INC.
                                    11-FEB-97

                 12-MAR      14-MAR         21-MAR        28-MAR         04-APR

Revenue                     542,850        814,278       856,393        271,425
Gross Profit                 74,101        111,152       116,901         37,051
Gross Margin                  13.7%          13.7%         13.7%          13.7%
Operating Inc                35,921        (10,087)     (169,272)      (116,561)
EBT                         (17,674)       (10,087)     (169,272)      (116,561)

OCF                          49,611        (80,155)      107,618       (258,207)
Accum                        49,611        (30,544)       77,074       (181,133)

Interest                    (53,595)
Proceeds                  1,000,000        
NCF                         996,016        (80,155)      107,618       (258,207)
Accum                       996,016        915,881     1,023,479        765,272

OCF-tested monthly                                        77,074

Covenant                                               > $25,000

Collateral
A/R 1/2       3,727,993   2,841,502      3,098,677     3,193,475      3,120,995
A/R other     1,131,216   1,147,922      1,251,818     1,290,113      1,260,832
Cust L/C        116,183     300,000        300,000       300,000        300,000
Inventory     5,738,715   6,120,075      5,758,351     5,360,590      5,607,545
Total        10,714,110  10,409,499     10,406,844    10,144,178     10,289,372

Rates                         
A/R 1/2             90%         90%            90%           90%            90%
A/R other           80%         80%            80%           80%            80%
Cust L/C            90%         90%            90%           90%            90%
Inventory           45%         45%            45%           45%            45%

Availability
A/R 1/2       3,355,195   2,557,352      2,788,809     2,874,128      2,808,896
A/R other       904,973     918,338      1,001,453     1,032,090      1,006,668
Cust L/C        104,565     270,000        270,000       270,000        270,000
Inventory     2,582,422   2,750,000      2,591,258     2,412,268      2,500,000
Total         6,947,158   6,495,889      6,651,520     6,588,483      6,587,561

Borrowings
(proceeds)     (150,000)   (150,000)      (150,000)     (150,000)      (150,000)
Line          6,790,385   6,319,290      6,399,445     6,291,826      6,550,034
L/C's           282,879     250,000        250,000       250,000        250,000
Total         6,923,264   6,419,290      6,499,445     6,391,826      6,650,034

Excess Avail     23,892      76,389        152,075       196,657        (62,473)

Monthly Max
Borrowings                                             6,499,445
Inventory                                              6,120,075
Inv. Avail                                             2,750,000


                       11-APR         18-APR        25-APR         02-MAY

Revenue                407,138        542,850       678,563        814,276
Gross Profit            59,627         84,903       112,880        143,558
Gross Margin             14.6%          15.6%         16.6%          17.6%
Operating Inc           39,322        (30,942)       50,210       (254,925)
EBT                     (9,549)       (30,942)       50,210       (254,925)

OCF                    228,260        330,694       175,275       (230,323)
Accum                   47,127        377,821)      553,096        322,773 

Interest               (48,871)
Proceeds             1,000,000        
NCF                    179,389        330,694       175,275       (230,323)
Accum                  944,661      1,275,355     1,450,630      1,220,307

OCF-tested monthly                                  553,096

Covenant                                          >$500,000

Collateral
A/R 1/2              3,050,079      2,902,574     2,757,906      2,947,960
A/R other            1,232,184      1,172,594     1,114,150      1,190,929
Cust L/C               300,000        300,000       300,000        300,000
Inventory            5,504,194      6,372,113     5,284,003      5,192,245
Total               10,088,457      9,747,281     9,466,059      9,631,134

Rates                         
A/R 1/2                    90%            90%           90%            90%
A/R other                  80%            80%           80%            80%
Cust L/C                   90%            90%           90%            90%
Inventory                  45%            45%           45%            45%

Availability
A/R 1/2              2,745,071      2,612,317     2,482,115      2,653,164
A/R other              985,747        938,075       891,320        952,743
Cust L/C               270,000        270,000       270,000        270,000
Inventory            2,476,887      2,417,451     2,382,301      2,336,610
Total                6,477,706      6,237,843     6,025,737      6,212,417

Borrowings
(proceeds)            (150,000)      (150,000)     (150,000)      (150,000)
Line                 6,370,645      6,039,951     6,884,878      6,094,999
L/C's                  250,000        250,000       250,000        250,000
Total                6,470,645      6,139,951     5,964,676      6,194,999

Excess Avail             7,051         97,892        61,051         17,418

Monthly Max
Borrowings                                        6,650,034
Inventory                                         6,607,545
Inv. Avail                                        2,500,000


                  09-MAY      16-MAY      23-MAY      30-MAY        TOTAL

Revenue           421,177     561,569     842,354     982,747     7,735,620
Gross Profit       78,444     111,632     167,448     195,356     1,293,053
Gross Margin        18.6%       19.9%       19.9%       19.9%         15.7%
Operating Inc      58,139      (8,394)    129,343    (169,693)     (448,919)
EBT                10,897      (8,394)    129,343    (169,693)     (598,827)

OCF               240,034     329,535     243,718    (723,734)      412,328
Accum             562,807     892,342   1,136,060     412,328

Interest          (47,242)
Proceeds                 
NCF               192,792     329,535     243,718    (723,734)    1,262,618
Accum           1,413,099   1,742,634   1,988,352   1,262,618

OCF-tested monthly                                 

Covenant                                         

Collateral
A/R 1/2         2,874,208   2,721,030   2,712,520   3,143,688
A/R other       1,161,134   1,099,253   1,095,815   1,270,000
Cust L/C          300,000     300,000     300,000     300,000
Inventory       5,120,001   5,030,928   4,897,313   4,741,273
Total           9,455,343   9,151,209   9,005,648   9,454,981

Rates                         
A/R 1/2               90%         90%         90%         90%
A/R other             80%         80%         80%         80%
Cust L/C              90%         90%         90%         90%
Inventory             45%         45%         45%         45%

Availability
A/R 1/2         2,686,787   2,448,927   2,441,268   2,829,319
A/R other         928,907     879,402     876,652   1,018,000
Cust L/C          270,000     270,000     270,000     270,000
Inventory       2,304,000   2,263,917   2,203,791   2,133,573
Total           6,089,695   5,882,248   5,791,711   6,248,892

Borrowings
(proceeds)       (150,000)   (150,000)   (150,000)   (150,000)
Line            5,902,207   5,572,673   5,328,955   6,052,689
L/C's             250,000     250,000     250,000     250,000
Total           6,002,207   5,672,873   5,428,955   6,152,689

Excess Avail       87,488     189,573     362,768      98,203

Monthly Max
Borrowings                                          6,194,999
Inventory                                           5,192,245
Inv. Avail                                          2,336,510

 Proceeds          March        April       May
$  150,000          45%          45%        45%
   850,000
$1,000,000

<PAGE>

                                EXHIBIT 10(26)
                                --------------

STOCK PLEDGE AGREEMENT

      This  STOCK  PLEDGE  AGREEMENT  (as  amended,  amended  and
restated, supplemented or otherwise modified from time  to  time,
this  "Agreement"), dated as of March 12, 1997, is made by JAYARK
CORPORATION a New York corporation, with its principal  place  of
business  at  300  Plaza  Drive,  Vestal,  New  York  13850  (the
"Pledgor"),  in  favor of STATE STREET BANK  AND  TRUST  COMPANY,
having  an  office at 225 Franklin Street, Boston,  Massachusetts
02110 (the "Secured Party").

       WHEREAS,  the  Secured  Party  intends  to  enter  into  a
Forbearance   and   Modification  Agreement   (the   "Forbearance
Agreement"),  dated  of even date herewith,  with  Rosalco,  Inc.
f/k/a  Rosalco Acquisition Corporation (the "Borrower"),  whereby
the  Secured Party will agree to forbear from exercising  certain
rights  and  remedies  against  the  Borrower,  a  wholly   owned
subsidiary  of the Pledgor, on account of defaults under  certain
credit  facilities extended by the Secured Party to the Borrower,
which  credit facilities are evidenced by, among other things,  a
certain Loan and Security Agreement (the "Loan Agreement"), dated
as of April 29, 1996, between the Borrower and the Secured Party,
and  a  $10,000,000 Note-Grid-Fluctuating Interest (the  "Note"),
dated as of April 29, 1996, made by the Borrower in favor of  the
Secured Party.

     WHEREAS, it is a condition precedent to the effectiveness of
the  Forbearance  Agreement that the holder  of  the  outstanding
capital  stock of the Borrower shall pledge its stock  to  secure
the payment and performance of all of the Secured Obligations (as
hereinafter defined).

      WHEREAS, the Pledgor is the legal and beneficial  owner  of
the  shares  of  capital  stock of  the  Borrower  as  listed  on
Schedule  A attached hereto (collectively, the "Pledged Shares"),
which  shares constitute all of the issued and outstanding shares
of all classes of capital stock of the Borrower.

      NOW,  THEREFORE, in consideration of the foregoing premises
and  for  other good and valuable consideration, the receipt  and
sufficiency of which are hereby acknowledged, the parties  hereto
agree as follows:

      Section 1.  Pledge.  The Pledgor hereby pledges and  grants
to  the  Secured  Party  a  continuing  first  priority  security
interest  in  all  of  the Pledgor's now  existing  or  hereafter
arising  right,  title  and interest  in  and  to  the  following
property  (collectively, the "Pledged Collateral") to secure  all
of the Secured Obligations:

           (i)  the Pledged Shares (which to the extent permitted
     by  law  are,  and  shall remain at  all  times  until  this
     Agreement  terminates,  certificated  securities)  and   any
     interest of the Pledgor in the entries on the books  of  any
     financial intermediary pertaining to the Pledged Shares;

           (ii)  all  additional shares of stock of the  Borrower
     from  time  to  time acquired by the Pledgor in  any  manner
     (which  to the extent permitted by law are, and shall remain
     at  all  times until this Agreement terminates, certificated
     securities), which shares shall be deemed to be part of  the
     Pledged  Shares,  and any interest of  the  Pledgor  in  the
     entries   on   the  books  of  any  financial   intermediary
     pertaining to such additional shares;

<PAGE>

           (iii)      all  dividends,  cash,  options,  warrants,
     rights,  instruments,  distributions,  returns  of  capital,
     income,  profits and other property, interests  or  proceeds
     from   time   to  time  received,  receivable  or  otherwise
     distributed  or owing to the Pledgor in respect  of,  or  in
     exchange   for,   any   or  all  of   the   Pledged   Shares
     (collectively, "Distributions"); and

           (iv)  all  Proceeds (as defined under the  UCC  as  in
     effect  in any relevant jurisdiction or under other relevant
     law)  of  any of the foregoing (i)-(iii), including, without
     limitation,  any  and  all (a) proceeds  of  any  insurance,
     indemnity,  warranty or guarantee payable to the Pledgor  at
     any  time  with  respect to any of the  Pledged  Collateral,
     (b)  payments  (in  any form whatsoever)  made  or  due  and
     payable  to  the Pledgor in connection with any requisition,
     confiscation, condemnation, seizure or forfeiture of all  or
     any  part  of  the  Pledged Collateral by  any  governmental
     authority  (or any person or entity acting on  behalf  of  a
     governmental   authority),   (c)  instruments   representing
     obligations to pay amounts in respect of any Pledged Shares,
     and  (d) other amounts at any time paid or payable under  or
     in connection with any of the Pledged Collateral.

      Section  2.  Secured Obligations.  This Agreement  secures,
and the Pledged Collateral is collateral security for, the prompt
payment  and  performance in full when  due,  whether  at  stated
maturity,  by  acceleration  or  otherwise  (including,   without
limitation, the payment of interest and other amounts which would
accrue  and  become  due  but for the filing  of  a  petition  in
bankruptcy  or the operation of the automatic stay under  Section
362(a)  of  the  Bankruptcy Code) of (i) all obligations  of  the
Pledgor now or hereafter existing under or in respect of the Loan
Agreement, the Note and the Forbearance Agreement, and  (ii)  all
obligations of the Pledgor now or hereafter existing under or  in
respect  of this Agreement (the obligations described in  clauses
(i)  and  (ii)  are  collectively referred  to  as  the  "Secured
Obligations").

       Section   3.    Delivery  of  Pledged   Collateral.    All
certificates,   agreements   or   instruments   representing   or
evidencing  the Pledged Collateral, to the extent not  previously
delivered  to  the Secured Party, shall immediately upon  receipt
thereof  by the Pledgor be delivered to and held by or on  behalf
of  the  Secured  Party pursuant hereto.  All Pledged  Collateral
shall  be in suitable form for transfer by delivery and shall  be
accompanied   by  duly  executed  instruments  of   transfer   or
assignment  in blank (with signatures appropriately  guaranteed),
all in form and substance satisfactory to the Secured Party.  The
Secured  Party  shall  have the right,  at  any  time  after  the
occurrence  and during the continuance of any default  under  the
Forbearance Agreement, with or without notice to the Pledgor, (i)
to  endorse, assign or otherwise transfer, or to register in  the
name  of the Secured Party or any of its nominees, any or all  of
the   Pledged  Collateral,  and  (ii)  to  exchange  certificates
representing or evidencing Pledged Collateral for certificates of
smaller or larger denominations.

      Section  4.   Representations and Warranties.  The  Pledgor
represents and warrants as follows:

      (a)  The Pledgor is, and at the time of any delivery of any
Pledged  Collateral to the Secured Party will be, the  legal  and
beneficial   owner  of  the  Pledged  Collateral.   All   Pledged
Collateral is and will be owned by the Pledgor free and clear  of
any lien or other encumbrance except for the lien created by this
Agreement.

<PAGE>

      (b)   The Pledgor has full power, authority and legal right
to  pledge all the Pledged Collateral pursuant to this Agreement.
This   Agreement  constitutes  the  legal,  valid   and   binding
obligation  of  the Pledgor, enforceable against the  Pledgor  in
accordance with its terms.

     (c)  No consent of any party, and no consent, authorization,
approval,  or  other action by, and no notice to or filing  with,
any  governmental authority or other person or entity is required
either  (a)  for  the  pledge  by  the  Pledgor  of  the  Pledged
Collateral  pursuant  to this Agreement  or  for  the  execution,
delivery or performance of this Agreement by the Pledgor, (b) for
the  exercise by the Secured Party of the voting or other  rights
provided  for in this Agreement, or (c) for the exercise  by  the
Secured   Party  of  the  remedies  in  respect  of  the  Pledged
Collateral pursuant to this Agreement.

      (d)  All of the Pledged Shares have been, and to the extent
hereafter issued will be, duly authorized and validly issued  and
fully paid and nonassessable.

      (e)   As of the date hereof, (a) the Pledged Shares of  the
Borrower  identified on Schedule A constitute all of  the  issued
and  outstanding shares of capital stock of the Borrower, and (b)
Schedule  A  constitutes a true and complete description  of  the
Pledged Shares.

      (f)   The  Pledgor has delivered to the Secured  Party  all
certificates  representing the Pledged Shares, and such  delivery
of  the  Pledged Collateral pursuant to this Agreement creates  a
valid  and  perfected  first priority security  interest  in  the
Pledged   Collateral  securing  the  payment   of   the   Secured
Obligations.

      (g)   All  information  set forth herein  relating  to  the
Pledged Collateral is accurate and complete in all respects.

      (h)   The pledge of the Pledged Collateral pursuant to this
Agreement does not violate Regulation G, T, U or X of the Federal
Reserve Board.

     Section 5.  Covenants

      (a)   The  Pledgor  shall not (i) sell, convey,  assign  or
otherwise dispose of, or grant any option, right or warrant  with
respect to, any of the Pledged Collateral, (ii) create or  permit
to  exist  any lien or other encumbrance upon or with respect  to
any  Pledged Collateral other than the lien and security interest
granted   to   the  Secured  Party  under  this   Agreement,   or
(iii)  permit  the Borrower to merge, consolidate or  change  its
legal  form, except as expressly permitted by the Loan  Agreement
and  unless all of the outstanding capital stock of the surviving
or  resulting  corporation is, upon such merger or consolidation,
pledged  hereunder and no cash, securities or other  property  is
distributed  in respect of the outstanding shares  of  any  other
constituent corporation.

      (b)   The Pledgor shall (i) cause the Borrower not to issue
any stock or securities in addition to or in substitution for the
Pledged Shares, except to the Pledgor, all of which shall  be  in
certificated  form, and (ii) pledge hereunder,  immediately  upon
its  acquisition (directly or indirectly) thereof,  any  and  all
additional  stock or securities which are required to be  pledged
hereunder.

<PAGE>

      (c)   At any time and from time to time, at the expense  of
the  Pledgor, the Pledgor shall promptly execute and deliver  all
further  instruments  and  documents, including  supplemental  or
additional  UCC-1  financing statements,  and  take  all  further
action  that  may  be  necessary or that the  Secured  Party  may
request,  in order to perfect and protect any pledge or  security
interest  granted or purported to be granted hereby or to  enable
the Secured Party to exercise and enforce its rights and remedies
hereunder with respect to any Pledged Collateral.

      (d)   The  Pledgor at all times will be the sole beneficial
owner of the Pledged Collateral.

      (e)   The  Pledgor  shall,  upon obtaining  any  additional
Pledged Shares of the Borrower, promptly (and in any event within
five (5) business days) deliver to the Secured Party all original
certificates   representing  such  additional   Pledged   Shares,
together with appropriate stock powers signed in blank.  All such
additional  Pledged Shares shall, for all purposes hereunder,  be
considered Pledged Collateral.

     Section 6.  Voting Rights; Distributions; Etc.

       (a)   So  long  as  no  default  hereunder  or  under  the
Forbearance Agreement shall have occurred and be continuing,  the
Pledgor  shall  be entitled to exercise any and  all  voting  and
other  consensual rights pertaining to the Pledged Shares or  any
part  thereof for any purpose not inconsistent with the terms  or
purpose  of  this Agreement; provided, however, that the  Pledgor
shall  not in any event exercise such rights in any manner  which
may have an adverse effect on the value of the Pledged Collateral
or the security intended to be provided by this Agreement.

      (b)   Upon the occurrence and during the continuance  of  a
default hereunder or under the Forbearance Agreement, all  rights
of the Pledgor to exercise the voting and other consensual rights
it  would  otherwise be entitled to exercise pursuant to  Section
6(a)  hereof  shall immediately cease, and all such rights  shall
become  vested  in the Secured Party, which shall thereupon  have
the  sole  right  to  exercise such voting and  other  consensual
rights.

     (c)  Without waiving, modifying or otherwise derogating from
any  prohibition  against  the making  of  Distributions  by  the
Borrower  as  provided in the Loan Agreement,  the  Note  or  the
Forbearance  Agreement, all Distributions made by  the  Borrower,
whether prior to, or after the occurrence of a default under  the
Forbearance Agreement, shall be delivered directly to the Secured
Party for application to the Secured Obligations.

      (d)  The Pledgor shall, at the Pledgor's expense, from time
to  time,  execute  and deliver to the Secured Party  appropriate
instruments as the Secured Party may request in order  to  permit
the  Secured Party to exercise the voting and other rights  which
it  may  be entitled to exercise pursuant to Section 6(b)  hereof
and  to  receive  all Distributions which it may be  entitled  to
receive pursuant to Section 6(c) hereof.

      (e)   All  Distributions which are received by the  Pledgor
contrary to the provisions of this Agreement shall be received in
trust  for  the benefit of the Secured Party, shall be segregated
from  other  funds of the Pledgor and shall immediately  be  paid
over  to the Secured Party as Pledged Collateral in the same form
as so received (with any necessary endorsement).

<PAGE>

      Section  7.   Remedies upon Default; Decisions Relating  to
Exercise of Remedies.

      (a)   If  any  default hereunder or under  the  Forbearance
Agreement  shall  have  occurred and be continuing,  the  Secured
Party  shall  have  the right, in addition to  other  rights  and
remedies provided for herein or otherwise available to it  to  be
exercised  from  time  to  time, (i)  to  retain  and  apply  any
Distributions  to the Secured Obligations, and (ii)  to  exercise
all  the rights and remedies of a secured party on default  under
the  UCC  in effect in any applicable jurisdiction at that  time,
and  the  Secured Party may also in its sole discretion,  without
notice except as specified below, sell the Pledged Collateral  or
any  part  thereof  (including, without limitation,  any  partial
interest in the Pledged Shares) in one or more parcels at  public
or private sale, at any exchange, broker's board or at any of the
Secured Party's offices or elsewhere, for cash, on credit or  for
future delivery, and at such price or prices and upon such  other
terms  as  the  Secured  Party may deem commercially  reasonable,
irrespective of the impact of any such sales on the market  price
of  the  Pledged Collateral.  The Secured Party  or  any  of  its
affiliates  may  be the purchaser of any or all  of  the  Pledged
Collateral  at  any  such sale and shall  be  entitled,  for  the
purpose  of  bidding  and making settlement  or  payment  of  the
purchase  price for all or any portion of the Pledged  Collateral
sold  at  such  sale,  to  use  and  apply  any  of  the  Secured
Obligations as a credit on account of the purchase price  of  any
Pledged  Collateral.   Each purchaser  at  any  such  sale  shall
acquire the property sold absolutely free from any claim or right
on the part of the Pledgor, and the Pledgor hereby waives (to the
full  extent  permitted by law) all rights  of  redemption,  stay
and/or  appraisal  which it now has or may at  any  time  in  the
future  have  under any rule of law or statute  now  existing  or
hereafter enacted.  The Pledgor acknowledges and agrees that,  to
the  extent  notice of sale shall be required by  law,  five  (5)
business days' notice to the Pledgor of the time and place of any
public  sale or the time after which any private sale  is  to  be
made shall constitute reasonable notification.  The Secured Party
shall  not  be  obligated to make any sale of Pledged  Collateral
regardless  that  a  notice of sale may  have  been  given.   The
Secured Party may adjourn any public or private sale from time to
time  by  announcement at the time and place fixed therefor,  and
such  sale may, without further notice, be made at the  time  and
place  to  which it was so adjourned.  The Pledgor hereby  waives
any  claims  against the Secured Party arising by reason  of  the
fact that the price at which any Pledged Collateral may have been
sold  at such a private sale was less than the price which  might
have  been  obtained at a public sale, even if the Secured  Party
accepts  the first offer received and does not offer such Pledged
Collateral to more than one offeree.

       (b)   The  Pledgor  agrees  that,  by  reason  of  certain
prohibitions contained in the Securities Act of 1933, as  amended
(the "Securities Act"), and applicable state securities laws, the
Secured Party may be compelled, with respect to any sale  of  all
or  any  part  of the Pledged Collateral, to limit purchasers  to
persons  or  entities  who will agree,  among  other  things,  to
acquire  the  Pledged  Collateral  for  their  own  account,  for
investment  and  not  with a view to the distribution  or  resale
thereof.   The  Pledgor acknowledges that any such private  sales
may be at prices and on terms less favorable to the Secured Party
than   those  obtainable  through  a  public  sale  without  such
restrictions  (including, without limitation, a  public  offering
made  pursuant  to a registration statement under the  Securities
Act),  and, notwithstanding such circumstances, agrees  that  any
such  private  sale  shall be deemed  to  have  been  made  in  a
commercially reasonable manner and that the Secured  Party  shall
have no obligation to engage in public sales and no obligation to
delay  the sale of any Pledged Collateral for the period of  time
necessary  to permit the issuer thereof to register it under  the
Securities Act or under applicable state securities laws, even if
such issuer would agree to do so.

<PAGE>

      (c)   If the Secured Party determines to exercise its right
to  sell  any  or  all  of the Pledged Collateral,  upon  written
request,  the  Pledgor shall from time to  time  furnish  to  the
Secured  Party  all  such information as the  Secured  Party  may
request  in  order  to  determine the number  of  Pledged  Shares
included  in  the Pledged Collateral which may  be  sold  by  the
Secured Party as exempt transactions under the Securities Act and
the  rules  of the Securities and Exchange Commission thereunder,
as the same are from time to time in effect.

      (d)   In  addition to any of the other rights and  remedies
hereunder, the Secured Party shall have the right to institute  a
proceeding seeking specific performance in connection with any of
the agreements or obligations hereunder.

      (e)  The surplus realized, if any, upon the liquidation  of
the  Pledged  Collateral shall be distributed in accordance  with
section 9-504 of the Uniform Commercial Code.

      Section  8.   Attorney-in-Fact.  Upon  the  occurrence  and
continuation  of  an Event of Default, the Pledgor  appoints  the
Secured  Party its attorney-in-fact with an interest,  with  full
authority in the place and stead of the Pledgor and in  the  name
of  the  Pledgor, or otherwise, from time to time in the  Secured
Party's  discretion,  to  take any  action  and  to  execute  any
instrument consistent with the terms of this Agreement which  the
Secured  Party may deem necessary or advisable to accomplish  the
purposes of this Agreement.  The foregoing grant of authority  is
a power of attorney coupled with an interest and such appointment
shall be irrevocable for the term of this Agreement.  The Pledgor
hereby ratifies all that such attorney shall lawfully do or cause
to be done by virtue hereof.

      Section  9.  Reasonable Care.  The Secured Party  shall  be
deemed  to  have  exercised reasonable care in  the  custody  and
preservation of the Pledged Collateral in its possession  if  the
Pledged Collateral is accorded treatment substantially equivalent
to  that  which  the  Secured Party, in its individual  capacity,
accords  its  own property consisting of similar  instruments  or
interests, it being understood that the Secured Party  shall  not
have responsibility for, among other things, (i) ascertaining  or
taking  action  with  respect to calls,  conversions,  exchanges,
maturities,  tenders  or other matters relating  to  any  Pledged
Collateral, whether or not the Secured Party has or is deemed  to
have  knowledge of such matters, (ii) taking any necessary  steps
to  preserve rights against any person or entity with respect  to
any   Pledged  Collateral,  or  (iii)  selling,  liquidating   or
disposing  of  the Pledged Collateral, or agreeing to  allow  the
Pledgor to do any of the same, in order to preserve the value  of
the Pledged Collateral.

      Section 10.  Obligations Absolute.  All obligations of  the
Pledgor   hereunder   shall   be   absolute   and   unconditional
irrespective of (i) any bankruptcy, reorganization or the like of
the  Borrower, (ii) any lack of validity or enforceability of the
Loan  Agreement,  the  Note,  the Forbearance  Agreement  or  any
related documents, (iii) any change in the time, manner or  place
of payment of, or in any other term of, all or any of the Secured
Obligations, or any other amendment or waiver of, or any  consent
to   any  departure  from  the  Loan  Agreement,  the  Note,  the
Forbearance  Agreement  or  any  related  documents,   (iv)   any
exchange,  release or non-perfection of any other collateral,  or
any release or amendment or waiver of or consent to any departure
from any guaranty, for all or any of the Secured Obligations;  or
(v)  any  other circumstances which might otherwise constitute  a
defense  available  to,  or a discharge of,  the  Borrower.   The
Pledgor hereby waives any and all suretyship defenses.

<PAGE>

      Section  11.   No  Release.   Nothing  set  forth  in  this
Agreement  shall (i) relieve the Pledgor from the performance  of
any  term, covenant, condition or agreement on the Pledgor's part
to  be  performed or observed under or in respect of any  of  the
Pledged Collateral or from any liability to any person or  entity
under  or  in respect of any of the Pledged Collateral,  or  (ii)
impose  any obligation on the Secured Party to perform or observe
any  such term, covenant, condition or agreement on the Pledgor's
part  to  be  so  performed  or observed,  or  (iii)  impose  any
liability  on  the Secured Party for any act or omission  on  the
part  of  the Pledgor relating thereto or for any breach  of  any
representation  or warranty on the part of the Pledgor  contained
in this Agreement.

      Section 12.  Termination.  When all the Secured Obligations
(other  than  Secured  Obligations in the  nature  of  continuing
indemnities and expense reimbursement obligations not yet due and
payable)  have  been indefeasibly paid in full in cash  and  have
been   terminated,   this   Agreement  shall   terminate.    Upon
termination of this Agreement, the Secured Party shall, upon  the
written  request  and  at the expense of the  Pledgor,  forthwith
assign, transfer and deliver to the Pledgor, against receipt  and
without recourse to or warranty by the Secured Party, such of the
Pledged  Collateral as may be in the possession  of  the  Secured
Party  and  as  shall  not have been sold  or  otherwise  applied
pursuant  to the terms hereof, and, if applicable, shall  execute
UCC  termination  statements on Form UCC-3.   The  Secured  Party
shall have no responsibility to undertake any other actions  upon
termination of this Agreement except as provided in this Section.

     Section 13.  Indemnity.

     (a)  The Pledgor agrees to indemnify, reimburse and hold the
Secured  Party and its respective successors, assigns, employees,
agents  and servants (collectively, "Indemnitees") harmless  from
and  against  any  and  all  liabilities,  obligations,  damages,
injuries,  penalties, claims, demands, actions, suits,  judgments
and  any  and  all  reasonable out of pocket costs  and  expenses
(including,  without limitation, reasonable attorneys'  fees  and
expenses)  of  whatsoever kind and nature  imposed  on,  asserted
against,  or  incurred  by  any of the  Indemnitees  in  any  way
relating  to  or  arising out of this Agreement  or  in  any  way
connected   with   the   administration   of   the   transactions
contemplated  hereby  or the enforcement  of  any  of  the  terms
hereof,  or  the  preservation of any rights hereunder;  provided
that  the  Pledgor  shall  have no obligation  to  an  Indemnitee
hereunder to the extent it is finally judicially determined  that
such   indemnified  liabilities  arise  solely  from  the   gross
negligence  or  willful  misconduct  of  such  Indemnitee.   Upon
written  notice  by  any  Indemnitee  of  the  assertion  of   an
indemnified  claim  hereunder,  the  Pledgor  shall  assume  full
responsibility for the defense thereof.  If any action,  suit  or
proceeding  arising from any of the foregoing is brought  against
any   Indemnitee,  the  Pledgor  shall,  if  requested  by   such
Indemnitee, resist and defend such action, suit or proceeding  or
cause  the same to be resisted and defended by counsel reasonably
satisfactory  to such Indemnitee.  Each Indemnitee shall,  unless
any  other  Indemnitee  has  made the request  described  in  the
preceding sentence and such request has been complied with,  have
the  right  to  employ its own counsel (or internal  counsel)  to
investigate and control the defense of any matter covered by  the
indemnity set forth in this Section, and the fees and expenses of
such counsel shall be paid by the Pledgor; provided that, only to
the  extent  no conflict exists between or among the Indemnitees,
as  reasonably  determined by the Indemnitees, the Pledgor  shall
not  be  obligated to pay the fees and expenses of more than  one
counsel  for  all  Indemnitees as a group  with  respect  to  any
indemnified claim.

<PAGE>

      (b)   If  and  to  the extent that the obligations  of  the
Pledgor under this Section are unenforceable for any reason,  the
Pledgor  hereby  agrees to make the maximum contribution  to  the
payment  and satisfaction of such obligations that is permissible
under applicable law.

      (c)   The  obligations  of the Pledgor  contained  in  this
Section  shall survive the termination of this Agreement and  the
discharge of the Secured Obligations.

      (d)   Any  amounts paid by any Indemnitee as to which  such
Indemnitee  has  the  right  to  reimbursement  shall  constitute
Secured Obligations secured by the Pledged Collateral.

     Section 14.  Expenses.  Upon demand, the Pledgor will pay to
the  Secured  Party the amount of any and all reasonable  out  of
pocket  expenses, including the reasonable fees and  expenses  of
its  counsel and the reasonable fees and expenses of any  experts
and  agents, which the Secured Party may incur in connection with
(i)  the  collection of the Secured Obligations, (ii) the custody
or  preservation of, or the sale of, collection  from,  or  other
realization  upon,  any  of  the Pledged  Collateral,  (iii)  the
exercise or enforcement of any of the rights of the Secured Party
hereunder,  or  (iv)  the failure by the Pledgor  to  perform  or
observe any of the provisions hereof.  All amounts payable by the
Pledgor under this Section shall be due upon demand and shall  be
part of the Secured Obligations.  The Pledgor's obligations under
this Section shall survive the termination of this Agreement  and
the discharge of the Pledgor's other obligations hereunder.

     Section 15.  No Waiver; Cumulative Remedies.

      (a)   No  failure  on  the part of  the  Secured  Party  to
exercise, no course of dealing with respect to, and no  delay  on
the part of the Secured Party in exercising, any right, power  or
remedy hereunder shall operate as a waiver thereof; nor shall any
single  or  partial exercise of any such right, power  or  remedy
hereunder preclude any other or further exercise thereof  or  the
exercise  of  any  other right, power or  remedy.   The  remedies
herein  provided  are  cumulative and are not  exclusive  of  any
remedies provided by law.

      (b)   In  the event the Secured Party shall have instituted
any  proceeding to enforce any right, power or remedy under  this
instrument  by  foreclosure, sale, entry or otherwise,  and  such
proceeding  shall  have been discontinued or  abandoned  for  any
reason,  then and in every such case, the Pledgor and the Secured
Party shall be restored to their respective former positions  and
rights hereunder with respect to the Pledged Collateral, and  all
rights,  remedies and powers of the Secured Party shall  continue
as if no such proceeding had been instituted.

      Section  16.   Modifications  in  Writing.   No  amendment,
modification,  supplement, termination or waiver  of  or  to  any
provision of this Agreement, nor consent to any departure by  the
Pledgor therefrom, shall be effective unless the same shall be in
writing  and  signed by the Secured Party.  Any  such  amendment,
modification, supplement, termination, waiver or consent shall be
effective  only  in the specific instance and  for  the  specific
purpose  for  which  made  or  given.   Except  where  notice  is
specifically required by this Agreement, no notice to  or  demand
on the Pledgor in any case shall entitle the Pledgor to any other
or further notice or demand in similar or other circumstances.

<PAGE>

      Section 17.  Addresses for Notices.  All notices, requests,
demands and other communications provided for hereunder shall  be
in  writing and shall be telecopied (followed by overnight mail),
personally  delivered or sent by registered  or  certified  mail,
postage  prepaid,  return  receipt  requested,  or  by  receipted
overnight  delivery service to the addressee, at its address  set
forth below:

     If to the Pledgor:  Jayark Corporation
                         300 Plaza Drive
                         Vestal, NY  13850

                         Attention:   David  L. Koffman, President
                         Fax: 607-797-7103

     If  to  the Secured Party :  State Street Bank and  Trust Company
                                  225 Franklin Street
                                  Boston, MA  02110

                         Attention:   John D. Gaziano, Jr.,  Vice President
                                      James  M.  Benninger,  Vice President
                                      Fax:  (617) 664-4176

or  at  such other address as shall be designated by any  of  the
foregoing  parties  in  a written notice  to  the  other  parties
complying  as  to delivery with the terms of this  Section.   All
such  communications shall be deemed received (i) in the case  of
hand  delivery,  on  the day of delivery, (ii)  in  the  case  of
overnight mail or overnight courier service, on the next business
day  after  such  communication is mailed,  postage  prepaid,  or
placed  in the hands of such courier service for delivery,  (iii)
in  the  case  of  telecopy,  on  the  day  the  sender  receives
electronic  confirmation that a facsimile has  been  successfully
transmitted  to the recipient thereof, and (iv) in  the  case  of
registered  or  certified mail, on the fifth business  day  after
such  communication is mailed, postage prepaid, with  the  United
States Postal Service.

      Section  18.  Assignment.  This Agreement shall be  binding
upon  the  Pledgor, its successors and assigns, and shall  inure,
together  with  the  rights and remedies  of  the  Secured  Party
hereunder,  to the benefit of the Secured Party and each  of  its
successors, transferees and assigns.  No other person  or  entity
(including,  without  limitation,  any  other  creditor  of   the
Pledgor)  shall have any interest herein or any right or  benefit
with  respect hereto.  The Pledgor may not assign its  rights  or
obligations under this Agreement to any other person  or  entity.
The  Secured  Party may assign or otherwise transfer  its  rights
under  this  Agreement or any indebtedness held by it secured  by
this  Agreement  to any other person or entity,  and  such  other
person  or  entity  shall thereupon become vested  with  all  the
benefits in respect thereof granted to the Secured Party.

      Section  19.   Governing  Law.   This  Agreement  shall  be
governed  by,  and shall be construed and enforced in  accordance
with,  the  laws  of  the Commonwealth of Massachusetts,  without
regard to its principles of conflicts of laws.

<PAGE>

       Section   20.   Consent  to  Jurisdiction.   All  judicial
proceedings  brought  against the Pledgor with  respect  to  this
Agreement  may  be  brought  in any state  or  federal  court  of
competent jurisdiction in the Commonwealth of Massachusetts  and,
by  execution and delivery of this Agreement, the Pledgor accepts
for  itself and in connection with its properties, generally  and
unconditionally, the nonexclusive jurisdiction of  the  aforesaid
courts.

      Section 21.  Severability of Provisions.  Any provision  of
this  Agreement  which  is  prohibited or  unenforceable  in  any
jurisdiction  shall, as to such jurisdiction, be  ineffective  to
the  extent  of  such  prohibition  or  unenforceability  without
invalidating  the  remaining provisions hereof or  affecting  the
validity  or  enforceability  of  such  provision  in  any  other
jurisdiction.

      Section 22.  Execution in Counterparts.  This Agreement and
any  amendments, waivers, consents or supplements hereto  may  be
executed  in any number of counterparts and by different  parties
hereto  in separate counterparts, each of which when so  executed
and  delivered shall be deemed to be an original,  but  all  such
counterparts   together  shall  constitute  one  and   the   same
agreement.

      Section 23.  Headings.  The Section headings used  in  this
Agreement  are  for convenience of reference only and  shall  not
affect the construction of this Agreement.

      Section  24.  WAIVER OF TRIAL BY JURY.  THE PARTIES  HERETO
IRREVOCABLY  WAIVE TRIAL BY JURY IN CONNECTION  WITH  ANY  MATTER
ARISING OUT OF THIS AGREEMENT.

     IN WITNESS WHEREOF, the Pledgor has caused this Agreement to
be  duly  executed  and  delivered as of  the  date  first  above
written.

WITNESS:                           JAYARK CORPORATION
                         
Name: /s/ Mary Cifaratta           Name: /s/ David L. Koffman
                                   Title: President

ACCEPTED:

STATE STREET BANK AND TRUST COMPANY

Name: /s/ James M. Benninger
Title: Vice President

<PAGE>

SCHEDULE A
                                                              
 CLASS       PAR      CERTIFICATE     NUMBER     PERCENTAGE OF ALL CAPITAL
OF STOCK    VALUE       NO(S).      OF  SHARES        STOCK OF ISSUER
 Common     $0.10         1            1000                100%

<PAGE>
      
                                EXHIBIT 10(27)
                                --------------
 
SUBORDINATION AGREEMENT

      This Subordination Agreement (this "Agreement") is made  as
of  this 12th day of March, 1997, by and among ROSALCO, INC. (the
"Borrower"), JAYARK CORPORATION, AVES AUDIO VISUAL SYSTEMS,  INC.
and  DAVID L. KOFFMAN (collectively, the "Subordinated Lenders"),
and STATE STREET BANK AND TRUST COMPANY (the "Senior Lender").

      WHEREAS,  the Borrower and the Senior Lender  have  entered
into  a  Forbearance and Modification Agreement (the "Forbearance
Agreement"),  dated  of even date herewith,  whereby  the  Senior
Lender  will  make  certain accommodations to the  Borrower  with
respect  to  obligations  of the Borrower  owing  to  the  Senior
Lender.

      WHEREAS,  the  Borrower is the wholly owned  subsidiary  of
Jayark Corporation;

      WHEREAS, Jayark Corporation has made an unsecured  loan  to
the  Borrower,  evidenced by a promissory note (the "Subordinated
Note"),  dated  March  11,  1997,  in  the  principal  amount  of
$1,100,000;

      WHEREAS, the Subordinated Lenders may make additional loans
and advances to the Borrower;

      WHEREAS, as a condition precedent to the willingness of the
Senior Lender to enter into the Forbearance Agreement, the Senior
Lender  has  required  that  each  of  the  Subordinated  Lenders
subordinate  the  obligations  of  the  Borrower  owing  to   the
Subordinated   Lenders,   including,  without   limitation,   the
Subordinated Note.

      NOW,  THEREFORE, in consideration of the foregoing and  for
other   good   and  valuable  consideration,  the   receipt   and
sufficiency  of which are hereby acknowledged, the parties  agree
as follows:

     Section 1.  Definitions.

     "Senior Debt" shall mean:

      (a)   the  amount  of  all  loans and  other  indebtedness,
obligations  and liabilities from time to time outstanding  under
that  certain Loan and Security Agreement (All Assets), dated  as
of April 29, 1996, between the Borrower and the Senior Lender, as
evidenced   by  that  certain  $10,000,000  Note-Grid-Fluctuating
Interest,  dated  as  of  April 29,  1996,  and  the  Forbearance
Agreement,  as  the  same  may  be amended,  modified,  extended,
renewed,  refinanced, replaced or refunded, in whole or in  part,
including  any  interest accruing after the commencement  of  any
proceeding   by  or  against  the  Borrower  under  the   federal
bankruptcy laws, or similar laws, as now or hereafter in  effect,
and any interest that would have accrued but for the commencement
of  such proceedings, whether or not such interest is allowed  or
allowable  as a claim in such proceeding, and all fees, expenses,
charges,  attorney's fees, costs of collection, letter of  credit
obligations or other sums chargeable to the Borrower  under  such
documents,  whether  now existing or hereafter  arising,  whether
primary   or  secondary,  absolute  or  contingent,  matured   or
unmatured; and

<PAGE>

      (b)   All  obligations (contingent or otherwise) under  all
agreements  and instruments heretofore or hereafter securing  the
obligations  of  the  Borrower in respect  of  the  Senior  Debt,
including any guaranty thereof by any person or entity; and

      (c)   Any  and  all  other  indebtedness,  obligations  and
liabilities  of  the  Borrower of any nature whatsoever,  now  or
hereafter  outstanding,  in favor of the Senior  Lender,  whether
primary   or  secondary,  absolute  or  contingent,  matured   or
unmatured.

     "Subordinated Debt" shall mean:

      (a)  The monetary obligations of the Borrower to any of the
Subordinated  Lenders of any nature whatsoever, now or  hereafter
outstanding,   whether   primary  or   secondary,   absolute   or
contingent,  matured or unmatured, including, without limitation,
pursuant  to  the Subordinated Note, as the same may be  amended,
modified, extended, renewed, refinanced, replaced or refunded  in
whole or in part; and

      (b)   All  obligations (contingent or otherwise) under  all
agreements  and instruments heretofore or hereafter securing  the
obligations of the Borrower in respect of the Subordinated  Debt,
including any guaranty thereof by any person or entity; and

      (c)   Any  and  all  other  indebtedness,  obligations  and
liabilities  of  the  Borrower of any nature  whatsoever  now  or
hereafter  outstanding  in  favor of  the  Subordinated  Lenders,
whether primary or secondary, absolute or contingent, matured  or
unmatured.

     Section 2.  Subordination.  The Borrower, for itself and its
successors  and assigns, covenants and agrees, and  each  of  the
Subordinated   Lenders   and  each  successor   holder   of   the
Subordinated  Debt by its acceptance thereof, likewise  covenants
and  agrees  that,  notwithstanding any other  provision  of  the
Subordinated   Debt  to  the  contrary,  the   payment   of   the
Subordinated  Debt  is and shall be subordinated  and  junior  in
right  of  payment to the prior payment in full  of  all  of  the
Senior  Debt at any time outstanding, to the extent  and  in  the
manner set forth herein.  In furtherance of the foregoing, except
to  the  extent set forth in Section 3 hereof, until all  of  the
Senior Debt has been paid in full, (i) the Borrower shall not  at
any  time  make or give to the Subordinated Lenders, directly  or
indirectly,  any  payment  (including,  without  limitation,  any
payment  of  principal,  interest,  late  charges,  or  costs  of
collection) or item of value on account of the Subordinated Debt;
and  (ii)  the  Subordinated Lenders shall not at  any  time  (w)
demand,  accept, take, receive or retain, directly or  indirectly
(including, without limitation, through the exercise of any right
of  setoff, counterclaim or crossclaim), any payment or  item  of
value  on  account  of the Subordinated Debt, including,  without
limitation, any security interest, lien or collateral assignment,
(x)  accelerate any payment due under the Subordinated Debt,  (y)
commence  any  action  to  collect the Subordinated  Debt  or  to
realize  upon  any  of  the collateral or security  securing  the
Subordinated Debt, or (z) exercise any of its rights or  remedies
against any third-party, including any guarantors, on account  of
the Subordinated Debt.

     Section 3.  Distribution Events.

       (a)    In  the  event  of  any  insolvency  or  bankruptcy
proceedings,   or  any  receivership,  liquidation,  foreclosure,
reorganization  or  other  similar  proceedings   in   connection
therewith,  relative to the Borrower or to any of its properties,
or,  in  the  event of any proceedings for voluntary liquidation,
dissolution,  sale of all or substantially all of the  assets  of

<PAGE>

the Borrower, bulk sale, winding up of the Borrower, distribution
or  marshaling  of  its assets, assignment  for  the  benefit  of
creditors  or  any  composition with creditors of  the  Borrower,
whether  or  not involving insolvency or bankruptcy (any  of  the
foregoing events being hereinafter referred to as a "Distribution
Event"),  then  and in any such event, all Senior Debt  shall  be
paid  in  full  in cash (or in another manner acceptable  to  the
Senior  Lender) before any payment or distribution of  any  sort,
whether  in cash, securities or other property, shall be made  on
account   of   the  Subordinated  Debt.   Any  such  payment   or
distribution on the Subordinated Debt which would,  but  for  the
provisions  hereof,  be  payable or deliverable  to  any  of  the
Subordinated Lenders, shall be paid or delivered directly to  the
Senior  Lender,  until all Senior Debt shall have  been  paid  in
full.

      (b)  Each of the Subordinated Lenders agrees that it shall,
at  its own expense, take all actions necessary to prove the full
amount   of  the  Subordinated  Debt  in  connection   with   any
Distribution  Event,  and  the  Subordinated  Lenders  shall  not
expressly,  by  implication  or by  inaction,  waive,  modify  or
compromise  any  claim in connection with any Distribution  Event
without the prior written consent of the Senior Lender.

      (c)   Upon  the occurrence of any Distribution  Event,  the
Senior Lender is hereby irrevocably appointed and constituted the
true  and  lawful  attorney-in-fact for each of the  Subordinated
Lenders with full power and substitution to act in the place  and
stead of the Subordinated Lenders for the following purposes: (i)
to  collect  any  dividends, payments,  securities,  instruments,
property or distributions which would otherwise be payable to any
of   the  Subordinated  Lenders,  (ii)  to  prove  each  of   the
Subordinated  Lender's  claims  and  to  file  any  necessary  or
appropriate  proofs of claim, (iii) to accept or reject,  to  the
extent  to  which  each  of  the Subordinated  Lenders  would  be
entitled  to  accept  or reject, any plan  of  reorganization  or
arrangement,  (iv)  to  vote for any trustee  in  any  bankruptcy
proceeding, and (v) in general, to do any act which  any  of  the
Subordinated Lenders might otherwise do.  This power of attorney,
being  coupled with an interest, shall be irrevocable  until  the
Senior Debt has been fully paid in cash.
      Section  4.   Limit  on  Right  of  Action.   Each  of  the
Subordinated  Lenders agrees that so long as any  amount  of  the
Senior  Debt  remains outstanding, the Subordinated Lenders  will
not  take any action to accelerate or demand the payment  of  the
Subordinated  Debt, or collect (whether or not  through  judicial
proceedings)   upon  the  Subordinated  Debt,  or  foreclose   or
otherwise  realize  on  any security or  guaranty  given  by  the
Borrower  or  any  person or entity to secure  or  guarantee  the
Subordinated  Debt, until the occurrence of a Distribution  Event
(subject, however, to the provisions of Section 3 hereof).

      Section 5.  Marshaling.  In foreclosing or realizing on the
Senior  Lender's security interests in the assets of the Borrower
securing  the  Senior  Debt or in any other assets  securing  the
Senior  Debt, the Senior Lender may proceed in any manner and  in
any  order which the Senior Lender, in its sole discretion, shall
choose,  even though a higher price might have been  realized  if
the  Senior Lender had proceeded to foreclose or realize  on  its
security interests in another manner or order.  The Senior Lender
shall  not be required to marshal is claims against one  or  more
assets securing the Senior Debt.

      Section  6.  Turnover; Power of Attorney.  If  any  of  the
Subordinated Lenders shall receive any payment or other  item  of
value  on account of the Subordinated Debt in violation  of  this
Agreement,  (i) the Subordinated Lenders shall hold such  payment
or  other item of value in trust for the Senior Lender and  shall
turn  over  to  the Senior Lender in the exact form received  all
cash,  checks, drafts, notes and other items of payment or value,
and (ii) the Subordinated Lenders and the Borrower hereby appoint

<PAGE>

the  Senior  Lender  their true and lawful attorney-in-fact  with
full power of substitution, in their names or otherwise, for  the
sole  benefit of the Senior Lender, to endorse the  name  of  the
Subordinated Lenders and/or the Borrower on such checks,  drafts,
notes,  or  other  items of payment.  The powers  vested  in  the
Senior Lender pursuant to this paragraph are, and shall be deemed
to  be,  coupled  with  an  interest and irrevocable  until  full
payment of the Senior Debt.

       Section   7.   Security  Interest  in  Subordinated   Debt
Instruments.  Each of the Subordinated Lenders hereby  grants  to
the Senior Lender a first priority lien and security interest  in
all  of  its right, title and interest in the Subordinated  Debt.
The  Subordinated  Lenders shall deliver all original  promissory
notes  or writings evidencing the Subordinated Debt to the Senior
Lender,  endorsed  to the order of the Senior Lender,  including,
without  limitation, the Subordinated Note.  Upon the payment  in
full  in cash of the Senior Debt, the Senior Lender shall endorse
without recourse the Subordinated Debt instruments, including all
such  promissory notes, to the order of the Subordinated Lenders,
and shall return such instruments to the Subordinated Lenders.

      Section 8.  Amendment or Waiver of Subordinated Debt.   The
provisions   of  this  Agreement  and  the  provisions   of   the
Subordinated Debt, including without limitation, the Subordinated
Note,  may  not  be amended or waived without the  prior  written
consent of the Senior Lender.

      Section 9.  No Transfer.  None of the Subordinated  Lenders
has,  or will, assign, transfer, sell or further subordinate  any
of the Subordinated Debt, or create, incur or suffer to exist any
security  interest,  lien or encumbrance  upon  the  Subordinated
Debt, or otherwise dispose of any of the Subordinated Debt.

      Section  10.   Reinstatement of Subordination.   If,  after
payment in whole or in part of the Senior Debt, any claim is ever
made on the Senior Lender for repayment or recovery of all or any
portion of any such payment, and the Senior Lender repays all  or
a  portion  of  such  payment  (the  "Disgorged  Payment"),  this
Agreement  shall be reinstated and shall apply to  the  Disgorged
Payment to the same extent as if the Disgorged Payment had  never
originally  been  received by the Senior Lender,  notwithstanding
any termination or cancellation of this Agreement.  If any of the
Subordinated Lenders has received any payment or item of value on
account of the Subordinated Debt, which payment or item of  value
would  not  have  been  made  if the Disgorged  Payment  had  not
originally  been paid to the Senior Lender, then the Subordinated
Lenders  shall, upon demand, turn over such payment  or  item  of
value to the Senior Lender.

       Section  11.   Continuing  Offer.   This  Agreement  shall
constitute a continuing offer to the holders of the Senior  Debt,
whether  now existing or hereafter arising, and all such  holders
shall  be  entitled  to the benefits of this  Agreement  and  may
enforce the provisions hereof.

      Section  12.   Survival  of  Rights.   The  terms  of  this
Agreement,  the subordination effected hereby and the  rights  of
any  present  or future holders of the Senior Debt shall  not  be
affected by:  (i) any amendment of, or addition or supplement to,
the  Senior  Debt,  or  any agreements or documents  securing  or
guaranteeing   any   of  the  Senior  Debt  (including,   without
limitation,  increases  to the principal  amount  of  the  Senior
Debt), (ii) any exercise, non-exercise or delay in exercising any
right, power or remedy under or in respect of the Senior Debt  or
any  instrument  or agreement relating thereto,  or  securing  or
guaranteeing any of same, or (iii) any waiver, consent,  release,
indulgence,  extension, renewal, modification  or  other  action,
inaction  or  omission  in respect of  the  Senior  Debt  or  any

<PAGE>

instrument  or  agreement relating thereto, or which  secures  or
guarantees any of the same, in each instance whether or  not  any
of the Subordinated Lenders shall have had notice or knowledge of
any of the foregoing.

      Section 13.  Further Assurances.  The Borrower and each  of
the  Subordinated  Lenders, for themselves and  their  respective
successors  and  assigns, agree to execute  and  deliver  to  the
Senior  Lender,  at  the  expense of the Borrower,  such  further
documents and instruments and to take such further action as  the
Senior  Lender  or the Subordinated Lenders may at  any  time  or
times reasonably request in order to carry out the provisions and
intent of this Agreement.

     Section 14.  No Liability.

      (a)   The  Senior  Lender shall have no  responsibility  to
advise  the  Subordinated  Lenders of any  information  known  or
knowable  to the Senior Lender regarding the financial  condition
of  the  Borrower or of any circumstances bearing on the risk  of
non-payment  of  the Senior Debt, the Subordinated  Debt  or  any
other indebtedness of the Borrower.

      (b)   The  powers conferred on the Senior  Lender  by  this
Agreement are solely to protect the Senior Lender's interest  and
shall not impose upon the Senior Lender any duty to exercise  any
such power.  The Senior Lender shall be under no duty to exercise
or  refrain  from  exercising any power in order  to  protect  or
preserve  the rights of the Subordinated Lenders or the Borrower,
including,  without  limitation, the  taking  of  any  action  or
inaction  (i) impairing any collateral securing the Senior  Debt,
or (ii) enforcing the Senior Lender's rights and remedies against
the  Borrower pursuant to the Senior Debt.  Nothing contained  in
this  Agreement  or otherwise shall be deemed to  constitute  the
Senior  Lender  the partner, joint venturer or fiduciary  of  the
Subordinated  Lenders,  nor to create any fiduciary  relationship
between the Senior Lender and the Subordinated Lenders.

      Section  15.   Representations.  Each of  the  Subordinated
Lenders hereby represents that:

      (a)   Each  of  the Subordinated Lenders  has  full  power,
authority  and  the legal right to execute, deliver  and  perform
this  Agreement, and the execution, delivery and  performance  of
this   Agreement  has  been  duly  authorized  by  all  necessary
corporate action, does not require any approval or consent of any
trustee or the holders of any indebtedness or obligations of  the
Subordinated Lenders, and will not violate any provision  of  any
law, governmental regulation, order or decree or any provision of
any indenture, mortgage, contract or other agreement to which any
of  the  Subordinated Lenders is a party or by which  it  may  be
bound.

      (b)  No consent, license, approval or authorization of,  or
registration    or    declaration    with,    any    governmental
instrumentality, domestic or foreign, is required  in  connection
with  the  execution, delivery and performance  by  each  of  the
Subordinated Lenders of this Agreement.

     (c)  This Agreement constitutes the legal, valid and binding
obligation  of  each of the Subordinated Lenders, enforceable  in
accordance  with  its  terms, except as  limited  by  bankruptcy,
insolvency  or  other similar laws affecting the  enforcement  of
creditors' rights generally.

      (d)   The Subordinated Note has been entered into for  good
and  valuable consideration and constitutes the only evidence  of
the  Subordinated Debt as of the date hereof.  The  Borrower  has
not  granted  any  security  interest  or  lien  to  any  of  the
Subordinated Lenders which secures the Subordinated Debt, and  no

<PAGE>

third-party  has  given any guaranty to any of  the  Subordinated
Lenders with respect to the Subordinated Debt.

     Section 16.  Miscellaneous.

      (a)   Waivers.   Each of the Subordinated Lenders  and  the
Borrower hereby waive notice of, acceptance of, and reliance upon
this  Agreement, notice of any default, notice of any  extensions
or  renewals, releases of collateral or other indulgences of  any
character,  and  all  other  notices to  which  the  Subordinated
Lenders  and the Borrower otherwise might be entitled.   Each  of
the  Subordinated  Lenders  and the Borrower  further  waive  all
rights to presentment, protest, and notice of nonpayment, and all
suretyship defenses and defenses in the nature thereof.  No delay
or  omission by the Senior Lender in exercising any of its rights
shall  operate as a waiver of such rights or any other right.   A
waiver by the Senior Lender on any one occasion shall not operate
as  a  waiver on any future occasion.  All of the Senior Lender's
rights and remedies, whether arising out of this Agreement or any
other agreement, instrument or paper, shall be cumulative and may
be exercised singularly or concurrently.

      (b)  Amendments.  This Agreement may not be waived, changed
or  discharged  orally, but only by an agreement in  writing  and
signed by all of the parties hereto.

      (c)   Addresses  for Notices. etc.  All notices,  requests,
demands and other communications provided for hereunder shall  be
in  writing and shall be telecopied (followed by overnight mail),
personally  delivered or sent by registered  or  certified  mail,
postage  prepaid,  return  receipt  requested,  or  by  receipted
overnight  delivery service to the addressee, at its address  set
forth below:

          If to the Borrower:      Rosalco, Inc.
                                   257 America Place
                                   Jeffersonville, IN  47130

                                   Attention:  David L. Koffman, President
                                   Fax: 812-284-6658

     If to the Subordinated Lenders:    c/o Jayark Corporation
                                        300 Plaza Drive
                                        Vestal, NY  13850

                                   Attention:  David L. Koffman, President
                                   Fax:607-797-7103

     If  to  the Senior Lender:    State Street Bank and Trust Company
                                   225 Franklin Street
                                   Boston, MA  02110

                                Attention:  John D. Gaziano, Jr., Vice President
                                            James M. Benninger, Vice President
                                Fax:  (617) 664-4176

<PAGE>

or  at  such other address as shall be designated by any  of  the
foregoing  parties  in  a written notice  to  the  other  parties
complying  as  to delivery with the terms of this  Section.   All
such  communications shall be deemed received (i) in the case  of
hand  delivery,  on  the day of delivery, (ii)  in  the  case  of
overnight mail or overnight courier service, on the next business
day  after  such  communication is mailed,  postage  prepaid,  or
placed  in the hands of such courier service for delivery,  (iii)
in  the  case  of  telecopy,  on  the  day  the  sender  receives
electronic  confirmation that a facsimile has  been  successfully
transmitted  to the recipient thereof, and (iv) in  the  case  of
registered  or  certified mail, on the fifth business  day  after
such  communication is mailed, postage prepaid, with  the  United
States Postal Service.

        (d)     Successors   and   Assigns.     The    covenants,
representations, warranties and agreements herein set forth shall
be  binding  upon each of the Subordinated Lenders, the  Borrower
and  their  successors, heirs and permitted  assigns,  and  shall
inure to the benefit of the Senior Lender and its successors  and
assigns.

      (e)   Conflicts.   In the event that any provision  of  the
Subordinated   Debt  conflicts  with  the  provisions   of   this
Agreement, the provisions of this Agreement shall control.

      (f)   Counterparts.  This Agreement may be executed in  any
number  of  counterparts,  each  of  which  shall  be  deemed  an
original, but all of which together shall constitute one and  the
same original instrument.

      (g)   Headings.   Section headings in  this  Agreement  are
included  herein for convenience of reference only and shall  not
constitute a part of this Agreement for any other purpose.

      (h)   Governing Law.  This Agreement shall be governed  by,
and construed in accordance with, the laws of the Commonwealth of
Massachusetts, without regard to its principles of  conflicts  of
laws.

      IN  WITNESS WHEREOF, the parties hereto have executed  this
Agreement as of the date first above written.

WITNESS:                           ROSALCO, INC.
                         
Name: /s/ Mary Cifaratta           Name: /s/ David L. Koffman
                                   Title: Chairman

<PAGE>

WITNESS:                           JAYARK CORPORATION

Name: /s/ Mary Cifaratta           Name: /s/ David L. Koffman
                                   Title: President

WITNESS:                           AVES AUDIO VISUAL SYSTEMS, INC.

Name: /s/ Mary Cifaratta           Name: /s/ David L. Koffman
                                   Title: Chief Executive Officer


WITNESS:

Name: /s/ Mary Cifaratta           Name: /s/ David L. Koffman

WITNESS:                           STATE STREET BANK AND TRUST COMPANY

Name: /s/ Paul J. Ricotta          Name: /s/ James M. Benninger
                                   Title: Vice President

<PAGE>

                                EXHIBIT 10(28)
                                --------------

This Note and each replacement Note shall bear the following legend:  The
Securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended, or registered or qualified under the "blue
sky" laws of any State.  The securities may not be pledged, hypothecated,
assigned, sold or transferred unless registered under that Act and registered or
qualified under the blue sky laws as may be applicable or unless, in the opinion
of counsel reasonably satisfactory to the Company, exemptions from such laws are
available.
         
                                REVOLVING NOTE

$1,100,000                                 Vestal, New York
                                           March 12, 1997

          Jayark Corporation, a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company"), for value
received, hereby promises to pay to the order of A-V Texas Holding, LLC or
registered assigns the principal amount of up to One Million One Hundred
Thousand ($1,100,000) Dollars as shall be set forth from time to time on the
attached grid to this Note and the Company hereby authorizes the Holder of this
Note to endorse and make notation on the attached grid to evidence borrowings
outstanding from time to time under this Note.  Each such endorsement shall
constitute evidence of the accuracy thereof, absent manifest error.  The Company
may borrow and prepay under this Note from time to time, provided, however,
total principal borrowings under this Note may not exceed $1,100,000 at any one
time.  The total principal outstanding and accrued and unpaid interest shall be
due and payable on the earlier of (i) demand (provided that no demand may be
made prior to May 23, 1997) or (ii) the calling for payment, whether by
acceleration, demand, default, maturity or otherwise of that certain Loan and
Security Agreement (All Assets), dated as of April 29, 1996 made by State Street

<PAGE>

Bank and Trust Company, as lender, and Rosalco, Inc., as borrower.  All payments
of principal and interest hereunder shall be in such coin or currency of the
United States of America as at the time of payment shall be legal tender for
public and private debts, at the principal office of the Company, in Vestal, New
York.   The Company further agrees to pay interest (computed on the basis of a
360-day year of twelve 30-day months) at said office of the Company, in like
coin or currency, on the portion outstanding of such principal amount from time
to time from the date hereof, monthly, in arrears on the first day of each month
commencing March 1, 1997, at the rate of eight (8%) percent per annum until such
unpaid portion of such principal amount shall have become due and payable.  To
the extent principal is not paid on maturity, whether by demand or otherwise,
interest shall accrue on the then outstanding principal amount at the rate
fourteen (14%) percent per annum thereafter and, so far as may be lawful, on any
overdue installment of interest, at the rate of fourteen (14%) percent per
annum.

          1.       Exchanges and Transfers of the Note.

          1.1.     Register; Transfer or Exchange of Notes.  The Company shall
keep at its office or agency maintained in Vestal, New York a register in which
the Company shall provide for the registration of this Note and for the
registration of transfer of the Note.  The Holder of this Note may, at its

<PAGE>

option and either in person or by duly authorized attorney, surrender the same
for registration of transfer or exchange at such office and, without expense to
such Holder (other than transfer taxes, if any), receive in exchange therefor a
new Note, dated as of the date to which interest has been paid on the Note so
surrendered, for the same aggregate unpaid principal amount as this Note for
transfer or exchange and registered in such name or names as may be designated
by such Holder.  Every Note so made and delivered in exchange for any Note shall
in all other respects be in the same form and have the same terms as the Note so
surrendered for transfer or exchange.

          1.2.     Loss, Theft, Destruction or Mutilation of Notes.  Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note and, in the case of any such loss, theft
or destruction, upon receipt of an indemnity bond in such reasonable amount as
the Company may determine (or if such Note is held by the original Holder, of an
unsecured indemnity agreement reasonably satisfactory to the Company) or, in the
case of any such mutilation, upon surrender an cancellation of such Note, the
Company will make and deliver, in lieu of such lost, stolen, destroyed or
mutilated Note, a new Note of like tender and unpaid principal amount and dated
as of the date to which interest has been paid on the Note so lost, stolen,
destroyed or mutilated.

          1.3.     Registered Holders.  The Company may deem and treat the

<PAGE>

person in whose name any Note is registered as the absolute owner and holder of
such Note for the purpose of receiving payment of the principal of and interest
on such Note and for the purpose of any notices, waivers or consents thereunder,
whether or not such Note shall be overdue, and the Company shall not be affected
by notice to the contrary.  Payments with respect to any Note shall be made only
to the registered Holder thereof.

          2.       Surrender of the Note.

          2.1.     Surrender of Notes.  The Company may, as a condition of
payment of the principal of, and interest on, this Note, on maturity, whether by
demand or otherwise, require the surrender hereof.

          3.       Covenants.

          3.1.     To Pay Principal and Interest.  The Company covenants and
agrees that so long as this Note shall be outstanding it will comply with the
following:
               (a)  The Company will, and will cause any subsidiaries, to keep
proper books of record and account in which full, true and correct entries will
be made of its transactions in accordance with generally accepted accounting
principles.

               (b)  The Company will, and will cause each of its subsidiaries
to,

<PAGE>

     A.  pay and discharge promptly or cause to be paid and discharged promptly
all taxes, assessments and governmental charges or levies imposed upon it or
upon it income or profits or upon any of its property, real, personal or mixed,
or upon any part thereof, before the same shall become in default, as well as
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien or change upon its property; provided, however, that neither
the Company nor any subsidiary shall be required to pay any such tax,
assessment, charge, levy or claim if the amount, applicability or validity
thereof shall currently be contested in good faith by appropriate proceedings
and if the Company or such subsidiary, as the case may be, shall have set aside
on its books reserves (provided for and segregated to the extent required by
generally accepted accounting principles) deemed by it adequate with respect
thereto;

     B.  maintain and keep or cause to be maintained and kept its properties in
good repair, working order and condition, and from time to time make or cause to
be made all needful and proper repairs, renewals, replacements and improvements
so that the business carried on in connection therewith may be properly and
advantageously conducted at all times.

               (c)  The Company will, and will cause each of its subsidiaries to

<PAGE>

maintain insurance in such extent and against such hazards and liabilities as is
commonly maintained by companies similarly situated.

               (d)  The Company will not sell, lease, transfer or otherwise
dispose of any substantial part of its properties and assets or consolidate with
or merge into any person or permit any
person to merge into it without the consent of the Holder, which consent will
not be unreasonably withheld.

          4.       Events of Default.

          4.1.     Events of Default.  If one or more of the following events,
herein called Events of Default, shall happen for any reason whatsoever and
whether such happening shall be voluntary or involuntary or come about or be
effected by operation of law or pursuant to or in compliance with any judgment,
decree or order of any court of any order, rule or regulation of any
administrative or governmental body) and be continuing:

               (a)  Default shall be made in the payment of the principal of
this Note, when and as the same shall become due and payable after the passage
of a grace period of ten (10) days, whether at maturity, on demand or at a date
fixed for prepayment or by acceleration or otherwise; or
               (b)  Default shall be made in the payment of any installment of

<PAGE>

interest on this Note according to its tenor when and as the same shall become
due and payable and such default shall continue for a period of 10 days; or
               (c)  Default shall be made in the due observance or performance
of any covenant, condition or agreement on the part of the Company contained in
this Note; or

               (d)  The Company shall be adjudicated a bankrupt or insolvent, or
shall consent to the appointment of a receiver, trustee or liquidator of itself
or of any material part of its property, or shall admit in writing its inability
to pay its debts generally as they come due, or shall make a general assignment
for the benefit of creditors, or shall file a voluntary petition or an answer
seeking reorganization or arrangement in a proceeding under any bankruptcy law
(as now or hereafter in effect) or an answer admitting the material allegations
of a petition filed against the Company in any such proceeding, or shall, by
voluntary petition, answer or consent, seek relief under the provisions of any
other now existing or future bankruptcy or other similar law providing for the
reorganization or winding up of corporations, or the Company or its directors or
majority stockholders shall take action looking to the dissolution or
liquidation of the Company; or
               (e)  An order, judgment or decree shall be entered by any court
of competent jurisdiction appointing, without the consent of the Company, a
receiver, trustee or liquidator of the Company or of any material part of its

<PAGE>

property, and such receiver, trustee or liquidator shall not have been removed
or discharged within 90 days thereafter, or any material part of the property of
the Company shall, in any judicial proceeding, be sequestered and shall not be
returned to the possession of the Company within 90 days thereafter; or
               (f)  A petition against the Company in a proceeding under any
bankruptcy law (as now or hereinafter in effect) shall be filed and shall not be
dismissed within 30 days after such filing, or, in case the approval of such
petition by a court of competent jurisdiction is required, shall be filed and
approved by such a court as properly filed and such approval shall not be
withdrawn or the proceeding dismissed within 30 days thereafter, or if, under
the provisions of any other similar law providing for reorganization or winding
up of corporations and which may apply to the Company, any court of competent
jurisdiction, custody or control of the Company or of any material part of its
property and such jurisdiction, custody or control shall not be relinquished or
terminated within 30 days thereafter; or
               (g)  The Company or any subsidiary of the Company shall be
declared in default in the payment of principal or interest on any evidence of
indebtedness for money borrowed (other than this Note) and such default shall
continue for more than the period of grace, if any, therein specified, unless
such default shall have been cured or waived prior to such indebtedness becoming
or being declared to be due and payable prior to its stated maturity, or default

<PAGE>

shall continue for more than the period of grace, if any, therein specified, or
default in the performance or observance of any other term, condition or
agreement contained in any such evidence of indebtedness for money borrowed or
in any agreement relating thereto if as a result of such default such evidence
of indebtedness is declared to be due and payable prior to its stated maturity;

then, in any such event, any registered holder or holders of this Note may
declare this Note to be immediately due and payable and upon such declaration
the same shall become and be immediately due and payable, together with accrued
interest thereon, anything in this Note to the contrary notwithstanding.

          4.2.     Suits for Enforcement.  In case any one or more of the
Events of Default specified in 4.1 shall happen and be continuing, the Holder
of this Note may, pursuant to the provisions of 4.1, declare this Note to be
immediately due and payable, may proceed to protect and enforce its rights by
suit in equity, action at law and/or by other appropriate proceeding, whether
for the specific performance (to the extent permitted by law) of any covenant or
agreement contained in this Note, or in aid of the exercise of any power granted
in this Note, or may proceed to enforce the payment of this Note or to enforce
any other legal or equitable right of holder of this Note.  Nothing contained in
this 4.2 or in 4.1 shall in any manner impair that absolute and unconditional
right of the holder of this Note to receive payment of the principal of and

<PAGE>

interest, on this Note when the same shall become due and payable in accordance
with the terms thereof, and to institute suit for the enforcement of such
payment.

          4.3.     Remedies Cumulative.  No remedy herein conferred upon the
Holder of this Note is intended to be exclusive of any other remedy, and each
and every such remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or
by statute or otherwise.

          4.4.     Remedies Not Waived.  No course of dealing between the
Company and the Holder of this Note shall operate as a waiver of any right of
such holder hereunder or under such Note, and no delay on the part of such
holder in exercising any right hereunder or thereunder shall so operate.

          5.       Costs of Collection.  In case of a default in the payment of
any principal of or interest on this Note, the Company will pay to the holder
hereof such further amount as shall be sufficient to cover the costs and
expenses of collection, including (without limitation) reasonable attorneys'
fees.

          6.       Legend.  This Note and each replacement Note shall bear the
following legend:
               The Securities represented by this certificate have not been

<PAGE>

registered under the Securities Act of 1933, as amended, or registered or
qualified under the "blue sky" laws of any State.  The securities may not be
pledged, hypothecated, assigned, sold or transferred unless registered under
that Act and registered or qualified under the blue sky laws as may be
applicable or unless, in the opinion of counsel reasonably satisfactory to the
Company, exemptions from such laws are available.

          7.       Covenants Bind Successors and Assigns.  All the covenants,
stipulations, promises and agreements in this Note contained by or on behalf of
the Company shall bind its successors and assigns, whether so expressed or not.
This Note may only be assigned by the Holder to affiliates of the Holder.

          8.       Governing Law.  This Note shall be governed by and construed
in accordance with the laws of the State of New York.

          9.  Security.  This Note is secured by, and entitled to the benefits
of that certain Pledge Agreement dated the date hereof, each made by the Company
in favor of the Holder of this Note.

          10.      Notice.  Any notice pursuant to this Note shall be made by
registered or certified mail:

          If to the Holder at the address shown on the register maintained by

<PAGE>

the Company pursuant to 1.1 of this Note.

          If to the Company:

          300 Plaza Drive
          Vestal, New York  13850

          11.      Headings.  The headings of the sections and subsections of
this Note are inserted for convenience only and do not constitute a part of this
Note.

          IN WITNESS WHEREOF, Jayark Corporation has caused this Note to be
signed in its corporate name by one of its officers thereunto duly authorized
and this Note to be dated as of the day  and year first above written.


                                        JAYARK CORPORATION



                                   By: /s/ David L. Koffman
                                   Title: President
      
<PAGE>
                                EXHIBIT 10(29)
                                --------------

STOCK PLEDGE AGREEMENT

     This STOCK PLEDGE AGREEMENT (as amended, amended and restated, supplemented
or  otherwise modified from time to time, this "Agreement"), dated as  of  March
12,  1997,  is  made  by  JAYARK, CORPORATION, a New York  corporation, with its
principal  place  of business at 300 Plaza Drive, Vestal, New  York  13850  (the
"Pledgor"),  in favor of A-V Texas Holding, LLC, having an office at  300  Plaza
Drive, Vestal, New York 13850 (the "Secured Party")

      WHEREAS,  the  Secured  Party  intends to  make  a  loan  to  the  Pledgor
(the"Loan") in the original principal amount of up to $1,100,000 to be evidenced
by a Revolving Note (the "Note") to be dated the date hereof

      WHEREAS,  the Pledgeor is the legal and beneficial owner of the shares  of
capital  stock of AVES Audio Visual Systems, Inc. ("AVES") as listed on Schedule
A  attached hereto (collectively, the "Pledged Shares"), which shares constitute
all of the issued and outstanding shares of all classes of capital sock of AVES.

      WHEREAS,  it  is a condition precedent to the making of the Loan  and  the
acceptance by the Secured Party of the Note that the Pledgor pledge the  Pledged
Shares  to  secure the payment and performance of all of the Secured Obligations
(as hereinafter defined).

      NOW,  THEREFORE, in consideration of the foregoing premises and for  other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

      Section  1. Pledge.  The Pledgor hereby pledges and grants to the  Secured
Party a continuing first priority security interest in all of the Pledgor's  now
existing  or hereafter arising right, title and interest in and to the following
property  (collectively, the "Pledged Collateral") to secure all of the  Secured
Obligations:

           (i)   the Pledged Shares; (which in the extent permitted by law  are,
     and shall remain at all times until this Agreement terminates, certificated
     securities and any interest of the Pledgor in the entries on the  books  of
     any financial intermediary pertaining to the Pledged Shares;

           (ii)   all  additional  shares of stock of AVES  from  time  to  time
     acquired by the Pledgor in any manner (which to the extent permitted by law
     are,  and  shall  remain  at  all times until  this  Agreement  terminates,
     certificated securities), which shares shall be deemed to be  part  of  the

<PAGE>

     Pledged Shares, and any interest of the Pledgor in the entries on the books
     of any financial intermediary pertaining to such additional shares;

           (iii)  all  dividends, cash, options, warrants, rights,  instruments,
     distributions,  returns  of capital, income, profits  and  other  property,
     interests  or proceeds from time to time received, receivable or  otherwise
     distributed or owning to the Pledgor in respect of, or in exchange for, any
     or all of the Pledged Shares (collectively, "Distributions"); and

           (iv)   all  Proceeds (as defined under the UCC as in  effect  in  any
     relevant  law)  of  any  of  the  foregoing (i)-(iii),  including,  without
     limitation, any and all (a) proceeds of any insurance, indemnity,  warranty
     or  guarantee payable to the Pledgor at any time with respect to any of the
     Pledged  Collateral, (b) payments (in any form whatsoever) made or due  and
     payable  to  the  Pledgor  in  connection with  any  part  of  the  Pledged
     Collateral by any governmental authority (or any person or entity acting on
     behalf   of   a   governmental  authority),  (c)  instruments  representing
     obligations to pay amounts in respect of any Pledged Shares, and (d)  other
     amounts at any time paid or payable under or in connection with any of  the
     Pledged Collateral.

      Section 2.  Secured Obligations.  This Agreement secures, and the  Pledged
Collateral  is  collateral security for, the prompt payment and  performance  in
full  when  due,  whether  at  stated maturity,  by  acceleration  or  otherwise
(including, without limitation, the payment of interest and other amounts  which
would  accrue  and become due but for the filing of a petition in bankruptcy  or
the operation of the automatic stay under Section 362(a) of the Bankruptcy Code)
of  (i)  all  obligations of the Pledgor now or hereafter existing under  or  in
respect of the Loan and the Note, and (ii) all obligations of the Pledgor now or
hereafter  existing  under  or  in respect of this  Agreement  (the  obligations
described  in clauses (i) and (ii) are collectively referred to as the  "Secured
Obligations").

      Section  3.  Delivery of pledged Collateral.  All certificates, agreements
or  instruments representing or evidencing the pledged Collateral, to the extent
not  previously delivered to the Secured Party, shall immediately  upon  receipt
thereof  by the Pledgor be delivered to and held by or on behalf of the  Secured
Party  pursuant  hereto.  All Pledged Collateral shall be in suitable  form  for
transfer  by  delivery and shall be accompanied by duly executed instruments  of
transfer or assignment in blank (with signatures appropriately guaranteed),  all
in  form  and  substance satisfactory to the Secured Party.  The  Secured  Party
shall  have  the  right,  at  any  time after  the  occurrence  and  during  the
continuance  of  any  default under the Note, with  or  without  notice  to  the
Pledgor,  (i)  to endorse, assign or otherwise transfer, or to register  in  the

<PAGE>

name  of  the  Secured Party or any of its nominees, any or all of  the  Pledged
Collateral, and (ii) to exchange certificates representing or evidencing Pledged
Collateral for certificates of smaller or larger denominations.

      Section  4.   Representation and Warranties.  The Pledgor  represents  and
warrants as follows:

      (a)   The  Pledgor  is,  and at the time of any delivery  of  any  Pledged
Collateral to the Secured Party will be, the legal and beneficial owner  of  the
Pledged  Collateral.  All Pledged Collateral is and will be owned by the Pledgor
free  and clear of any lien or other encumbrance except for the lien created  by
this Agreement.

      (b)   The Pledgor has full power, authority and legal right to pledge  all
the  Pledged  Collateral pursuant to this Agreement.  This Agreement constitutes
the  legal, valid and binding obligation of the Pledgor, enforceable against the
Pledgor in accordance with its terms.

      (c)  No consent of any party, and no consent, authorization, approval,  or
other action by, and not notice to or filing with, any governmental authority or
other person or entity is required either (a) for the pledged by the Pledgor  of
the pledged Collateral pursuant to this Agreement or for the execution, delivery
or  performance  of this Agreement by the Pledgor, (b) for the exercise  by  the
Secured  Party of the voting or other rights provided for in this Agreement,  or
(c)  for  the  exercise by the Secured Party of the remedies in respect  of  the
Pledge Collateral pursuant to this Agreement.

      (d)   All  of  the  Pledged Shares have been, and to the extent  hereafter
issued  will  be,  duly  authorized  and  validly  issued  and  fully  paid  and
nonassessable.

      (e)   As of the date hereof, (a) the Pledged Shares of AVES identified  on
Schedule  A constitute all of issued and outstanding shares of capital stock  of
AVES,  and  (b)  Schedule A constitutes a true and complete description  of  the
Pledged Shares.

      (f)   The  Pledgor  has  delivered to the Secured Party  all  certificates
representing  the  Pledged Shares, and such delivery of the  Pledged  Collateral
pursuant to this Agreement creates a valid and perfected first priority security
interest  in  the  Pledged  Collateral  securing  the  payment  of  the  Secured
Obligations.

     (g)  All information set forth herein relating to the Pledged Collateral is
accurate and complete in all respects.

      (h)   The pledge of the Pledged Collateral pursuant to this Agreement does
not violate Regulation G, T, U or X of the Federal Reserve Board.

<PAGE>

     Section 5.  Covenants

     (a)  The Pledgor shall not (i) sell, convey, assign or otherwise dispose of
,  or  grant  any  option, right or warrant with respect to any of  the  Pledged
Collateral, (ii) create or permit to exist any lien or other encumbrance upon or
with respect to any Pledged Collateral other than the lien and security interest
granted  to  the  Secured Party under this Agreement, or (iii)  permit  AVES  to
merge,  consolidate or change its legal form, except as expressly  permitted  by
the  Secured  Party  and  unless all of the outstanding  capital  stock  of  the
surviving  or  resulting  corporation is, upon  such  merger  or  consolidation,
pledged  hereunder and no cash, securities or other property is  distributed  in
respect of the outstanding shares of any other constituent corporation.

      (b)  The Pledgor shall (i) cause AVES not to issue any stock or securities
in addition to or in substitution for the Pledged Shares, except to the Pledgor,
all  of  which  shall  be  in  certificated form,  and  (ii)  pledge  hereunder,
immediately upon its acquisition (directly or indirectly) thereof, any  and  all
additional sock or securities which are required to be pledged hereunder.

      (c)  At any time and form time to time, at the expense of the Pledgor, the
Pledgor  shall  promptly  execute  and  deliver  all  further  instruments   and
documents, including supplemental or additional UCC-1 financing statements,  and
take  all  further  action that may be necessary or that the Secured  Party  may
request, in order to perfect and protect any pledge or security interest granted
or purported to be granted hereby or to enable the Secured Party to exercise and
enforce   its  rights  and  remedies  hereunder  with  respect  to  any  Pledged
Collateral.

      (d)   The  Pledgor at all times will be the sole beneficial owner  of  the
Pledged Collateral.

     (e)  The Pledgor shall, upon obtaining any Pledged Shares of AVES, promptly
(and  in  any event within five (5) business days) deliver to the Secured  Party
all  original certificates representing such additional Pledged Shares, together
with  appropriate  stock  powers signed in blank.  All such  additional  Pledged
Shares shall, for all purposes hereunder, be considered Pledged Collateral.

     Section 6. Voting Rights; Distributions; Etc.

      (a)  So long as no default hereunder or under the Note shall have occurred
and  be continuing, the Pledgor shall be entitled to exercise any and all voting
and other consensual rights pertaining to the Pledged Shares or any part thereof
for  any  purpose not inconsistent with the terms or purpose of this  Agreement;
provided, however, that the Pledgor shall not in any event exercise such  rights
in  any  manner  which may have an adverse effect on the value  of  the  Pledged

<PAGE>

Collateral or the security intended to be provided by this Agreement.

      (b)  Upon the occurrence and during the continuance of a default hereunder
or  under  the Note, all rights of the Pledgor to exercise the voting and  other
consensual rights it would otherwise be entitled to exercise pursuant to Section
7(a) hereof shall immediately cease, and all such rights shall be come vested in
the  Secured  Party, which shall thereupon have the sole right to exercise  such
voting and other consensual rights.

       (c)   Without  waiving,  modifying  or  otherwise  derogating  form   any
prohibition against the making of distributions by AVES, all distributions  made
by  AVES, whether prior to, or after the occurrence of a default under the Note,
shall  be delivered directly to the Secured Party for application to the Secured
Obligations.

      (d)   The  Pledgor  shall, at the Pledgor's expense, from  time  to  time,
execute  and deliver to the Secured Party appropriate instruments as the Secured
Party  may  request in order to permit the Secured Party to exercise the  voting
and  other rights which it may be entitled to exercise pursuant to Section  7(b)
hereof  and  to  receive all Distributions which it may be entitled  to  receive
pursuant to Section 7(c) hereof.

      (d)   All Distributions which are received by the Pledgor contrary to  the
provisions of this Agreement shall be received in trust for the benefit  of  the
Secured  Party,  shall be segregated from other funds of the Pledgor  and  shall
immediately  be paid over the Secured Party as Pledged Collateral  in  the  same
from as to received (with any necessary endorsement).

      Section  7.   Remedies  upon Default; Decisions Relating  to  Exercise  of
Remedies.

      (a)  If any default hereunder or under the Note shall have occurred and be
continuing, the Secured Party shall have the right, in addition to there  rights
and  remedies  provided for herein or otherwise available to it to be  exercised
from  time  to  time; (i) to retain and apply any distributions to  the  Secured
Obligations, and (ii) to exercise all the rights and remedies of a secured party
on  default under the UCC in effect in any applicable jurisdiction at that time,
and the Secured Party may also in its sole discretion, without notice except  as
specified  below,  sell the Pledged Collateral or any part  thereof  (including,
without  limitation, any partial interest in the Pledged Shares) in one or  more
parcels at public or private sale, at any exchange, brokers' board or at any  of
the  Secured  Party's offices or elsewhere, for cash, on credit  or  fur  future
delivery,  and at such price or prices and upon such other terms ad the  Secured
party  may deem commercially reasonable, irrespective of the impact of any  such
sales  on the market price of the Pledged Collateral.  The Secured Party or  any
of  its  affiliates may be the purchaser of any or all of the Pledged Collateral

<PAGE>

at  any  such sale and shall be entitled, for the purpose of bidding and  making
settlement  or  payment  of the purchase price for all or  any  portion  of  the
Pledged  Collateral  at  any such sale, to use and  apply  and  of  the  Secured
Obligations  as  a  credit  on  account of the purchase  price  of  any  Pledged
Collateral.   Each  purchaser at any such sale shall acquire the  property  sold
absolutely  free  from any claim or right on the part of  the  Pledgor  and  the
Pledgor  hereby  waives  (to the full extent permitted by  law)  all  rights  of
redemption,  stay and/or appraisal which it now has or may at any  time  in  the
future  have under any rule of law or statute now existing or hereafter enacted.
The Pledgor acknowledges and agrees that, to the extent notice of sale shall  be
required  by law, five (5) business days' notice to the Pledgor of the time  and
place of any public sale or the time after which any private sale is to be  made
shall  constitute  reasonable notification.  The  Secured  Party  shall  not  be
obligated  to make any sale of Pledged Collateral regardless that  a  notice  of
sale  may have been given.  The Secured Party may adjourn any public or  private
sale from time to time by announcement at the time and place fixed therefor, and
such  sale  may, without further notice, be made at the time by announcement  at
the time and place fixed therefor, and such sale may, without further notice, be
made  at  the  time and place to which it was so adjourned.  The Pledgor  hereby
waives  any claims against the Secured Party arising by reason of the fact  that
the  price  at  which any pledged Collateral may have been sold at such  private
sale  was  less than the price which might have been obtained at a public  sale,
even  if  the Secured Party accepts the first offer received and does not  offer
such  Pledged  Collateral to more than one offeree.  The Pledgor  hereby  agrees
that  the Secured Party has the right to apply all of the Pledged Collateral  to
the  satisfaction of the Secured Obligations and transfer title to the  name  of
the  Secured  Party without the necessity of compliance with public  or  private
sale and in that regard the Pledgor waives the application of the provisions  of
the  UCC to the Pledged Collateral and any rights to any surplus which may arise
from such collateral.

      (b)   The Pledgor agrees that, by reason of certain prohibitions contained
in the Securities Act of 1933, as amended (the "Securities Act"), and applicable
state  securities laws, the Secured Party may be compelled, with respect to  any
sale  of  all  or  any  part of the Pledged Collateral, to limit  purchasers  to
persons  or entities who will agree, among other things, to acquire the  Pledged
Collateral  for their own account, for investment and not with  a  view  to  the
distribution or resale thereof.  The Pledgor acknowledges that any such  private
sales may not be at prices and on terms less favorable to the Secured Party than
those  obtainable  through  a public sale without such restrictions  (including,
without  limitation, a public offering made pursuant to a registration statement
under the Securities Act), and, notwithstanding such circumstances, agrees  that
any  such  private  sale  shall be deemed to have been made  in  a  commercially
reasonable manner and that the Secured Party shall have no obligation to  engage

<PAGE>

in  public  sales and not obligation to delay the sale of any Pledged Collateral
for  the  period of time necessary to permit the issuer thereof to  register  in
under the Securities Act or under applicable state securities laws, even if such
issuer would agree to do so.

      (c)  If the Secured party determines to exercise its right to sell any  or
all of the Pledged Collateral, upon written request, the Pledgor shall from time
to time furnished to the Secured Party all such information as the Secured Party
may  request  in  order to determine the number of Pledged  Shares  included  in
Pledged Collateral which may be sold by the Secured Party as exempt transactions
under the Securities Act and the rules of the Securities and Exchange Commission
thereunder, as the same ares from time to time in effect.

      (d)   In  addition to any of the other rights and remedies hereunder,  the
Secured  Party  shall have the right to institute a proceeding seeking  specific
performance in connection with any of the agreements or obligations hereunder.

      Section 8.  Attorney-in-Fact.  Upon the occurrence and continuation of  an
Event  of  Default, the Pledgor appoints the Secured party its  attorney-in-fact
with and interest, with full authority in the place and stead of the Pledgor and
in  the  name  of  the Pledgor, or otherwise, from time to time in  the  Secured
Party's  discretion, to take any action and to execute any instrument consistent
with  the terms of this Agreement.  The foregoing grant of authority is a  power
of  attorney  coupled with an interest and such appointment shall be irrevocable
for  the  term  of this Agreement.  The pledgor hereby ratifies  all  that  such
attorney shall lawfully do or cause to be done by virtue hereof.

      Section  9.  Reasonable Care.  The Secured Party shall be deemed  to  have
exercised  reasonable  care  in  the custody and  preservation  of  the  Pledged
Collateral  in  its  possession if the Pledged Collateral is accorded  treatment
substantially  equivalent  to that which the Secured Party,  in  its  individual
capacity,  accords  its  own  property  consisting  of  similar  instruments  or
interests,  it  being  understood  that  the  Secured  Party  shall   not   have
responsibility for, among other things, (i) ascertaining or taking  action  with
respect  to calls, conversions, exchanges, maturities, tenders or other  matters
relating to any Pledged Collateral, whether or not the Secured Party has  or  is
deemed  to have knowledged of such matters, (ii) taking any necessary  steps  to
preserve  rights  against  any  person or entity with  respect  to  any  Pledged
Collateral, or (iii) selling liquidating or disposing of the Pledged Collateral,
or agreeing to allow the Pledgor to do any of the same, in order to preserve the
value of the Pledged Collateral.

      Section  10.   Obligations  Absolute.   All  obligations  of  the  Pledgor

<PAGE>

hereunder  shall  be  absolute  and  unconditional  irrespective  of   (i)   any
bankruptcy,  reorganization  or  the like of the  Borrower,  (ii)  any  lack  of
validity or enforceability of the Loan, the Note or any related documents, (iii)
any  change in the time, manner or place of payment of, or in any other term of,
all  or any of the secured Obligations, or any other amendment or waiver of,  or
any  consent to any departure from the Loan, the Note or any related  documents,
(iv)  any  exchange, release or non-perfection of any other collateral,  or  any
release or amendment or waiver of or consent to any departure from any guaranty,
for  all or any of the Secured Obligations, or (v) any other circumstances which
might  otherwise  constitute a defense available to , or  a  discharge  of,  the
Pledgor.  The Pledgor hereby waives any and all suretyship defenses.

      Section  11.  No Release.  Nothing set forth in this Agreement  shall  (i)
relive  the  Pledgor  from the performance of any term, covenant,  condition  or
agreement on the Pledgor's part to be performed or observed under or in  respect
of  any  of the Pledged Collateral, or (ii) impose any obligation on the Secured
Party  to perform or observe any such term, covenant, condition or agreement  on
the Pledgor's part to be so performed or observed, or (iii) impose any liability
on the Secured Party for any act or omission on the part of the Pledgor relating
thereto or for any breach of any representation or warranty on the part  of  the
Pledgor contained in this Agreement.

      Section  12.  Termination.  When all the Secured Obligations  (other  than
Secured  Obligations  in  the  nature  of  continuing  indemnities  and  expense
reimbursement obligations not yet due and payable ) have been indefeasibly  paid
in  full in cash and have been terminated, this Agreement shall terminate.  Upon
termination of this Agreement, the Secured Party shall, upon the written request
and at the expense of the Pledgor, forthwith assign, transfer and deliver to the
Pledgor,  against  receipt and without recourse to or warranty  by  the  Secured
Party, such of the Pledged Collateral as may be in the possession of the Secured
Party and as shall not have been sold or otherwise applied pursuant to the terms
hereof, and, if applicable, shall execute UCC termination statements on Form UCC
3.   The  Secured  Party  shall have no responsibility to  undertake  any  other
actions upon termination of this Agreement except as provided in this Section.

     Section 13.  Indemnity

      (a)  The Pledgor agrees to indemnify, reimburse and hold the Secured Party
and   its   respective  successors,  assigns,  employees,  agents  and  servants
(collectively, "Indemnitees") harmless from and against any and all liabilities,
obligations,  damages,  injuries, penalties, claims, demands,  actions,  suites,
judgments  and  any all reasonable out of pocket costs and expenses  (including,
without limitation, reasonable attorney's fees and expenses) of whatsoever  kind

<PAGE>

and  nature  imposed on, asserted against, or incurred by any of the Indemnities
in  any way relating to or arising out of this Agreement or in any way connected
with   the  administration  of  the  transaction  contemplated  hereby  or   the
enforcement   of  any  of the terms hereof, or the preservation  of  any  rights
hereunder,  provided that the Pledgor shall have no obligation to an  indemnitee
hereunder  to  the  extent  it  is  finally  judicially  determined  that   such
indemnified  liabilities  arise  solely from the  gross  negligence  or  willful
misconduct  of  such indemnitee.  Upon written notice by any Indemnitee  of  the
assertion  of  an  indemnified claim hereunder, the Pledgor  shall  assume  full
responsibility  for  the  defense thereof.  If any action,  suit  or  proceeding
arising from any of the foregoing is brought against any Indemnitee, the Pledgor
shall, if requested by such Indemnitee, resist and defend such action, suite  or
proceeding  or cause the same to be resisted and defended by counsel  reasonably
satisfactory  to  such  Indemnitee.  Each Indemnitee  shall,  unless  any  other
Indemnitee  has  made the request described in the preceding sentence  and  such
request  has  been complied with, have the right to employ its own  counsel  (or
internal  counsel) to investigate and control the defense of any matter  covered
by  the  indemnity set forth in this Section, and the fees and expenses of  such
counsel  shall  be  paid by the Pledgor, provided that, only to  the  extent  no
conflict  exists between or among the Indemnitees, as reasonably  determined  by
the Indemnitees, the Pledgor shall not be obligated to pay the fees and expenses
of  more  than  one counsel for all Indemnitees as a group with respect  to  any
indemnified claim.

      (b)   If and to the extent that the obligations of the Pledgor under  this
Section are unenforceable for any reason, the Pledgor hereby agrees to make  the
maximum contribution to the payment and satisfaction of such obligations that is
permissible under applicable law.

     (c)  The obligations of the Pledgor contained in this Section shall survive
the termination of this Agreement and the discharge of the Secured Obligations.

      (d)   Any amounts paid by any Indemnities as to which such Indemnitee  has
the  right to reimbursement shall constitute Secured Obligations secured by  the
Pledged Collateral.

      Section  14.  Expenses.  Upon demand, the Pledgor will pay to the  Secured
Party the amount of any and all reasonable out of pocket expenses, including the
reasonable fees and expenses of its counsel and the reasonable fees and expenses
of  any experts and agents, which the Secured Party may incur in connection with
(i)  the collection of the Secured Obligations, (ii) the custody or preservation
of,  or  the  sale, of collection from, or other realization upon,  any  of  the
Pledged  Collateral, (iii) the exercise or enforcement of any of the  rights  of
the  Secured Party hereunder, or (iv) the failure by the Pledgor to  perform  or
observe any of the provisions hereof.  All amounts payable by the Pledgor  under

<PAGE>

this  Section  shall  be  due  upon demand and shall  be  part  of  the  Secured
Obligations.   The  Pledgor's obligations under this Section shall  survive  the
termination  of  this  Agreement  and  the  discharge  of  the  Pledgor's  other
obligations hereunder.

     Section 15.  No Waiver, Cumulative Remedies.

      (a)  No failure on the part of the Secured Party to exercise no course  of
dealing  with  respect  to, and no delay on the part of  the  Secured  Party  in
exercising,  any  right, power or remedy hereunder shall  operate  as  a  waiver
thereof,  nor shall any single or partial exercise of any such right,  power  or
remedy  hereunder preclude any other or further exercise thereof or the exercise
of  any  other  right,  power  or  remedy.  The  remedies  herein  provided  are
cumulative and are not exclusive of any remedies provided by law.

     (b)  In the event the Secured Party shall have instituted any proceeding to
enforce  any right, power or remedy under this instrument by foreclosure,  sale,
entry  or  otherwise,  and  such  proceeding shall  have  been  discontinues  or
abandoned  for  any  reason, then and in every such case, the  Pledgor  and  the
Secured party shall be restored to their respective former positions and  rights
hereunder  with respect to the Pledged Collateral, and all rights, remedies  and
powers  of  the Secured Party shall continue as if no such proceeding  had  been
instituted.

      Section  16.   Modifications  in  Writing.   No  amendment,  modification,
supplement, termination or waiver of or to any provision of this Agreement,  nor
consent to any departure by the Pledgor therefrom, shall be effective unless the
same  shall  be in writing and signed by the Secured Party.  Any such amendment,
modification, supplement, termination, waiver or consent shall be effective only
in  the  specific instance and for the specific purpose for which made or given.
Except where notice is specifically required by this Agreement, no notice to  or
demand  on  the Pledgor in any case shall entitle the Pledgor to  any  other  or
further notice or demand in similar or other circumstances.

      Section  17.  Addresses for Notices.  All notices, requests,  demands  and
other  communications provided for hereunder shall be in writing  and  shall  be
telecopied  (followed  by  overnight mail),  personally  delivered  or  sent  by
registered or certified mail, postage prepaid, return receipt requested,  or  by
receipted overnight delivery service to the addressee, at its address set  forth
below:

<PAGE>

          If to the Pledgor:

                    Jayark Corporation
                    300 Plaza Drive
                    Vestal, NY 13850
                    Attn:  Robert Nolt, Secretary


          If to the Secured Party:

                    A-V Texas Holding, LLC
                    300 Plaza Drive
                    Vestal, NY 18350
                    Attn:  David Koffman, Member


or  at such other address as shall be designated by any of the foregoing parties
in a written notice to the other parties complying as to delivery with the terms
of  this Section.  All such communications shall be deemed received (i)  in  the
case  of  hand delivered, on the day of delivery, (ii) in the case of  overnight
mail  or  overnight  courier  service, on  the  next  business  day  after  such
communication is mailed, postage prepaid, or placed in the hands of such courier
service  for  delivery, (iii) in the case of telecopy, or  the  day  the  sender
receives   electronic  confirmation  that  a  facsimile  has  been  successfully
transmitted  to  the recipient thereof, and (iv) in the case  of  registered  or
certified  mail, on the fifth business day after such communication  is  mailed,
postage prepaid, with the United States Postal Service.

     Section 18.  Assignment.  This Agreement shall be binding upon the Pledgor,
its  successors  and  assigns, and shall inure, together  with  the  rights  and
remedies  of  the Secured Party hereunder, to benefit of the Secured  Party  and
each  of  its  successors, transferees and assigns.  No other person  or  entity
(including, without limitation, andy other creditor of the Pledgor)  shall  have
any  interest herein or any right or benefit with respect hereto.   The  Pledgor
may  not  assign  its rights or obligations under this Agreement  to  any  other
person or entity.  The Secured Party may assign or otherwise transfer its rights
under  this  Agreement or any indebtedness held by it may  assign  or  otherwise
transfer its rights under this Agreement or any indebtedness held by it  secured
by this Agreement to any other person or entity, and such other person or entity
shall  thereupon become vested with all the benefits in respect thereof  granted
to the Secured Party.

     Section 19.  Governing Law.  This Agreement shall be governed by, and shall
be  constructed  and enforced in accordance with the laws of the  State  of  New
York, without regard to its principles of conflicts of laws.

<PAGE>

      Section  20.   Consent to Jurisdiction.  All judicial proceedings  brought
against  the Pledgor with respect to this Agreement may be brought in any  state
or  federal  court of competent jurisdiction in the State of New  York  and,  by
execution and delivery of this Agreement, the Pledgor accepts for itself and  in
connection  with its properties, generally and unconditionally, the nonexclusive
jurisdiction of the aforesaid courts.

      Section  21.  Severability of Provisions.  Any provision of this Agreement
which  is  prohibited or unenforceable in any jurisdiction  shall,  as  to  such
jurisdiction,   be   ineffective  to  the  extent   of   such   prohibition   or
unenforceability  without  invalidating  the  remaining  provisions  hereof   or
affecting  the  validity  or  enforceability of  such  provision  in  any  other
jurisdiction.

     Section 22.  Execution in Counterparts.  This Agreement and any amendments,
waivers,  consents  or  supplements hereto may be  executed  in  any  number  of
counterparts and by different parties hereto in separate counterparts,  each  of
which when so executed and delivered shall be deemed to be an original, but  all
such counterparts together shall constitute one and the same agreement.

     Section 23.  Headings.  The Section headings used in this Agreement are for
convenience  of  reference only and shall not affect the  construction  of  this
Agreement.

      Section  24.  WAIVER OF TRIAL BY JURY.    THE PARTIES  HERETO  IRREVOCABLY
WAIVE TRIAL BY JURY IN CONNECTION WITH ANY MATTER ARISING OUT OF THIS AGREEMENT.

<PAGE>

      IN  WITNESS  WHEREOF,  the Pledgor has caused this Agreement  to  be  duly
executed and delivered as of the date first above written.

                              JAYARK CORPORATION


                              Name: /s/ David L. Koffman
                              Title: President

                              ACCEPTED:

                              A-V TEXAS HOLDING, LLC
                           
                              Name:
                              Title:

<PAGE>

                           SCHEDULE A
                           

 CLASS     PAR       CERTIFICATE      NUMBER      PERCENTAGE OF ALL CAPITAL
OF STOCK  VALUE        NO.(S)        OF SHARES         STOCK OF ISSUER
                                                            100%

<PAGE>

                                EXHIBIT 10(30)
                                --------------

THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,  AS
AMENDED, OR ANY STATE SECURITIES LAWS.  THEY MAY NOT BE SOLD OR OFFERED FOR SALE
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER
SAID  ACT  AND  ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY  OF  AN
EXEMPTION  FROM REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE  SECURITIES
LAWS.


                         STOCK WARRANT

        To Purchase 3,666,667 Shares of Common Stock of

           Jayark Corporation, a Delaware Corporation
                        (the "Company")

               Subject to Adjustment as Set Forth
           in Section 5 and Particularly Section 5(g)

           DATE OF INITIAL ISSUANCE:  March 12, 1997


      THIS  CERTIFIES  THAT,  for  value received, A-V  Texas  Holding,  LLC  or
registered  assigns  (hereinafter called the "Holder") is entitled  to  purchase
from  the  Company  during the Term of this Warrant at the  times  provided  for
herein, the number of shares of Common Stock, par value $.30 per share,  of  the
Company  (the  "Common  Stock") as specified herein, at the  Warrant  Price  (as
hereinafter defined), payable in the manner specified herein.  The conversion of
this  Warrant  shall be subject to the provisions, limitations and  restrictions
herein contained.

     SECTION 1.  Definitions.

      Common  Stock  -  shall mean and include the Company's  authorized  Common
Stock, as constituted on the date the Certificate of Incorporation is amended as
provided  in  the  definition of "Term of this Warrant" below,  and  shall  also
include any capital stock of any class of the Company hereafter authorized which
has  the right to participate in the distribution of earnings and assets of  the
Company without limit to amount or percentage.

      Securities Act - the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.

      Term  of  this Warrant - shall mean the period beginning on the  date  the
Company  amends  its Certificate of Incorporation to provide for  no  less  than
20,000,000  authorized shares of Common Stock (at any par value) and  ending  on
February 1, 2007.

<PAGE>

     Warrant Price - is defined in Section 2.1 hereof.

      Warrant  Rights  - the rights of the Holder to purchase shares  of  Common
Stock  upon conversion of this Warrant, which rights shall not relate to  shares
of Common Stock already purchased pursuant to this Warrant.

      Warrant  Shares  -  shares  of Common  Stock  purchased  or
purchasable  by  the Holder of this Warrant upon  the  conversion
hereof.

     SECTION 2.  Conversion of Warrant.

      2.1.  Right to Exercise Warrant.  At any time and from time
to  time during the term of this Warrant, the Holder hereof shall
have  the  right to convert this Warrant, in whole or part(s)  to
purchase up to the number of shares of Common Stock set forth  on
the  cover  page  hereof, subject to adjustment  as  provided  in
Section 5.

      The  Warrant  Price  shall be $.30  per  share  subject  to
adjustment as provided in Section 5 and shall be paid in cash.

      2.2.    Procedure for Cashless Conversion of Warrant.   The
registered  holder  hereof  shall convert  this  Warrant  by  the
surrender  of  this  Warrant and the Notice  of  Conversion  form
attached hereto duly executed at the office of the Company at 300
Plaza  Drive,  Vestal, New York  13850 (or such other  office  or
agency of the Company as it may designate by notice in writing to
the  registered  holder  hereof at the  address  of  such  holder
appearing  on the books of the Company), into shares  of  Warrant
Shares as provided in this Section 2.

      Upon  conversion  of this Warrant in accordance  with  this
Section  2,  the  registered holder hereof shall be  entitled  to
receive a certificate for the number of shares of Warrant  Shares
determined in accordance with the foregoing.

      2.3.   Transfer  and Restriction Legend.  This  Warrant  is
freely transferable by the Holder, except as transferability  may
be   limited   by  federal  and  state  securities  laws.    Each
certificate  for  Warrant Shares shall bear the following  legend
(and  any additional legend required by (i) any applicable  state
securities laws and (ii) any securities exchange upon which  such
Warrant  Shares may, at the time of such exercise, be listed)  on
the  face  thereof  unless at the time of exercise  such  Warrant
Shares shall be registered under the Securities Act:

                 "THESE   SECURITIES  HAVE   NOT   BEEN
          REGISTERED UNDER THE SECURITIES ACT OF  1933,
          AS  AMENDED,  OR  ANY STATE SECURITIES  LAWS.
          THEY  MAY NOT BE SOLD OR OFFERED FOR SALE  IN
          THE  ABSENCE  OF  AN  EFFECTIVE  REGISTRATION
          STATEMENT AS TO THE SECURITIES UNDER SAID ACT

<PAGE>

          AND  ANY APPLICABLE STATE SECURITIES LAWS  OR
          THE   AVAILABILITY  OF  AN   EXEMPTION   FROM
          REGISTRATION   UNDER   SAID   ACT   AND   ANY
          APPLICABLE STATE SECURITIES LAWS."

Any  certificate  issued at any time in exchange or  substitution
for any certificate bearing such legend (except a new certificate
issued   upon  completion  of  a  public  distribution  under   a
registration  statement  of the securities  represented  thereby)
shall also bear such legend unless, in the opinion of counsel for
the   holder   thereof   (which  counsel  shall   be   reasonably
satisfactory   to  counsel  for  the  Company)   the   securities
represented  thereby are not, at such time, required  by  law  to
bear such legend.

      SECTION  3.   Covenants as to Common  Stock.   The  Company
covenants and agrees that all shares of Common Stock that may  be
issued  upon  the  exercise  of the rights  represented  by  this
Warrant  will,  upon issuance and receipt by the Company  of  the
Warrant  Price,  be validly issued, fully paid and nonassessable,
and  free from all taxes, liens and charges with respect  to  the
issue thereof.  The Company further covenants and agrees that  it
will pay when due and payable any and all federal and state taxes
which may be payable in respect of the issue of this Warrant,  or
any  Common  Stock  or certificates therefor  issuable  upon  the
exercise  of  this  Warrant.  The Company further  covenants  and
agrees  that  the Company will at all times have  authorized  and
reserved,  free  from preemptive rights, a sufficient  number  of
shares  of Common Stock to provide for the exercise of the rights
represented  by this Warrant.  The Company further covenants  and
agrees that if any shares of capital stock to be reserved for the
purpose  of  the issuance of shares upon the conversion  of  this
Warrant require registration with or approval of any governmental
authority  under any federal or state law before such shares  may
be  validly issued or delivered upon conversion, then the Company
will  in good faith and as expeditiously as possible endeavor  to
secure such registration or approval, as the case may be.  If and
so  long as the Common Stock issuable upon the conversion of this
Warrant  is  listed  on  any  national securities  exchange,  the
Company  will,  if permitted by the rules of such exchange,  list
and  keep  listed  on  such  exchange, upon  official  notice  of
issuance,   all  shares  of  such  Common  Stock  issuable   upon
conversion of this Warrant.

     SECTION 4.  Ownership.

      4.1   Register;  Transfer  or Exchange  of  Warrants.   The
Company shall keep at its office maintained in Vestal, New York a
register  in which the Company shall provide for the registration
of  Warrants  and for the registration of transfer  of  Warrants.
The Holder of any Warrant may, at its option and either in person
or   by   duly  authorized  attorney,  surrender  the  same   for
registration of transfer or exchange at such office and,  without
expense  to  such  Holder (other than transfer  taxes,  if  any),
receive in exchange therefor a new Warrant or Warrants, dated  as

<PAGE>

of  the  date  to  which transfer is effectuated,  for  the  same
aggregate  amount  of  shares  as  the  Warrant  or  Warrants  so
surrendered for transfer or exchange and each registered in  such
name or names as may be designated by such Holder.  Every Warrant
so  made and delivered in exchange for any Warrant shall  in  all
other respects be in the same form and have the same terms as the
Warrant so surrendered for transfer or exchange.

      4.2.  Ownership of This Warrant.  The Company may deem  and
treat the person in whose name this Warrant is registered as  the
holder  and  owner  hereof  (notwithstanding  any  notations   of
ownership  or  writing  hereon made  by  anyone  other  than  the
Company) for all purposes and shall not be affected by any notice
to   the   contrary  until  presentation  of  this  Warrant   for
registration of transfer as provided in this Section 4.

     4.3.  Transfer and Replacement.  This Warrant and all rights
hereunder  are subject to applicable federal and state securities
laws,  transferable in whole or in part upon  the  books  of  the
Company  by  the  Holder hereof in person or by  duly  authorized
attorney,  and  a new Warrant or Warrants, of the same  tenor  as
this  Warrant  but  registered in the name of the  transferee  or
transferees  shall  be made and delivered  by  the  Company  upon
surrender  of  this Warrant duly endorsed.  Upon receipt  by  the
Company  of evidence reasonably satisfactory to it of  the  loss,
theft or destruction, and, in such case, of indemnity or security
reasonably satisfactory to it, and upon surrender of this Warrant
if  mutilated, the Company will make and deliver a new Warrant of
like  tenor, in lieu of this Warrant; provided that if the Holder
hereof is an instrumentality of a state or local government or an
institutional holder or a nominee for such an instrumentality  or
institutional  holder, an irrevocable agreement of  indemnity  by
such  Holder shall be sufficient for all purposes of this Section
4,  and  no  evidence  of loss or theft or destruction  shall  be
necessary.   This  Warrant  shall be  promptly  canceled  by  the
Company upon the surrender hereof in connection with any transfer
or  replacement.  Except as otherwise provided above, in the case
of the loss, theft or destruction of a Warrant, the Company shall
pay  all  expenses, taxes and other charges payable in connection
with  any  transfer  or replacement of this Warrant,  other  than
stock  transfer  taxes  (if any) payable  in  connection  with  a
transfer of this Warrant, which shall be payable by the Holder.

     SECTION 5.  Adjustment of Warrant Price and Number of Shares
of Common Stock or Warrants.

           (a)   In case the Company shall (i) pay a dividend  or
make  a  distribution  in  shares of its capital  stock  (whether
shares of Common Stock or of capital stock of any other class) or
distribute  evidences of indebtedness or assets, (ii)  sub-divide
its  outstanding  shares  of  Common  Stock   (iii)  combine  its

<PAGE>

outstanding  shares  of Common Stock into  a  smaller  number  of
shares, or (iv) issue by reclassification of its shares of Common
Stock  any shares of capital stock of the Company, the conversion
privilege and Warrant Price in effect immediately prior  to  such
action  shall  be  adjusted so that the holders of  any  Warrants
thereafter surrendered for exercise shall be entitled to  receive
the number of shares of capital stock of the Company which he  or
she  would have owned immediately following such action had  such
Warrant  been exercised immediately prior thereto.  An adjustment
made  pursuant  to  this  subsection (a) shall  become  effective
retroactively immediately after the record date in the case of  a
dividend  or  distribution and shall become effective immediately
after   the   effective  date  in  the  case  of  a  subdivision,
combination  or  reclassification.   If,  as  a  result   of   an
adjustment  made pursuant to this subsection (a), the  holder  of
any  shares of this Warrant thereafter surrendered for conversion
shall become entitled to receive shares of two or more classes of
capital  stock  of  the Company, the Board  of  Directors  (whose
reasonable  determination  shall be made  in  good  faith)  shall
determine the allocation of the adjusted conversion price between
or among shares of such classes of capital stock.

           (b)  The Company may elect, upon any adjustment of the
Warrant  Price  hereunder,  to  adjust  the  number  of  Warrants
outstanding, in lieu of the adjustment in the number of shares of
Common  Stock purchasable upon the conversion of each Warrant  as
hereinabove provided, so that each Warrant outstanding after such
adjustment  shall represent the right to purchase  one  share  of
Common  Stock.   Each  Warrant  held  of  record  prior  to  such
adjustment of the number of Warrants shall become that number  of
Warrants   (calculated  to  the  nearest  tenth)  determined   by
multiplying the number one by a fraction, the numerator of  which
shall  be the Warrant Price in effect immediately prior  to  such
adjustment  and  the denominator of which shall  be  the  Warrant
Price in effect immediately after such adjustment.

            (c)    In   case  of  any  reclassification,  capital
reorganization  or other change of outstanding shares  of  Common
Stock,  or in case of any consolidation or merger of the  Company
with  or into another corporation (other than a consolidation  or
merger  in  which  the Company is the continuing corporation  and
which   does   not   result  in  any  reclassification,   capital
reorganization  or other change of outstanding shares  of  Common
Stock),  or  in  case  of  any  sale  or  conveyance  to  another
corporation  of the property of the Company as, or  substantially
as,  an entirety (other than a sale/leaseback, mortgage or  other
financing   transaction),  the  Company  shall  cause   effective
provision  to  be  made so that each holder  of  a  Warrant  then
outstanding  shall have the right thereafter, by converting  such
Warrant,  to purchase the kind and number of shares of  stock  or
other  securities  or property (including cash)  receivable  upon
such  reclassification, capital reorganization or  other  change,
consolidation,  merger, sale or conveyance by  a  holder  of  the
number  of  shares of Common Stock that might have been purchased

<PAGE>

upon  conversion  of  such  Warrant  immediately  prior  to  such
reclassification,  capital  reorganization   or   other   change,
consolidation,  merger, sale or conveyance.  Any  such  provision
shall  include provision for adjustments that shall be as  nearly
equivalent as may be practicable to the adjustments provided  for
in  this  Section  5.   The Company shall  not  effect  any  such
consolidation,  merger or sale unless prior to or  simultaneously
with  the  consummation thereof the successor (if other than  the
Company)  resulting  from such consolidation  or  merger  of  the
corporation purchasing assets or other appropriate corporation or
entity shall assume, by written instrument executed and delivered
to  the Company, the obligation to deliver to the holder of  each
Warrant  such  shares  of  stock, securities  or  assets  as,  in
accordance  with the foregoing provisions, such  holders  may  be
entitled  to  purchase  and  the  other  obligations  under  this
Warrant.   The  foregoing  provisions shall  similarly  apply  to
successive  reclassification, capital reorganizations  and  other
changes  of  outstanding shares of Common Stock and to successive
consolidations, mergers, sales or conveyances.

           (d)   After  each  adjustment  of  the  Warrant  Price
pursuant  to this Section 5, the Company will promptly prepare  a
certificate signed by the President, and by the Treasurer  or  an
Assistant  Treasurer or the Secretary or any Assistant Secretary,
of  the  Company  setting forth:  (i) the  Warrant  Price  as  so
adjusted,  (ii) the number of shares of Common Stock  purchasable
upon  conversion of each Warrant after such adjustment,  and,  if
the  Company shall have elected to adjust the number of Warrants,
the  number  of Warrants to which the registered holder  of  each
Warrant shall then be entitled.

           (e)  For purposes of Section 5(a) and 5(b) hereof, the
following shall also be applicable:

                 (A)   The  number  of  shares  of  Common  Stock
     outstanding at any given time shall include shares of Common
     Stock owned or held by or for the account of the Company and
     the  sale  or  issuance  of  such  treasury  shares  or  the
     distribution  of  any  such treasury  shares  shall  not  be
     considered a Change of Shares for purposes of said sections.

                (B)  No adjustment of the Warrant Price shall  be
     made  unless such adjustment would require a decrease  of  a
     least  $.0001  in such price; provided that any  adjustments
     which  by reason of this clause (B) are not required  to  be
     made  at  the time of and together with the next  subsequent
     adjustment which, together with any adjustment(s) so carried
     forward,  shall require an increase or decrease of at  least
     $.0001 in the Warrant Price then in effect hereunder.

           (f)   If and whenever the Company shall grant  to  all
holders of Common Stock, as such, rights or warrants to subscribe
for  or  to purchase, or any options for the purchase of,  Common

<PAGE>

Stock or securities convertible into or exchangeable for carrying
a  right, warrant or option to purchase Common Stock, the Company
shall  concurrently therewith grant to each Registered Holder  as
of  the  record  date for such transaction of the  Warrants  then
outstanding,  the  rights,  warrants or  options  to  which  each
Registered Holder would have been entitled if, on the record date
used  to  determine  the  stockholders entitled  to  the  rights,
warrants  or options being granted by the Company, the Registered
Holder were the holder of record of the number or whole shares of
Common  Stock  then  issuable  upon  conversion  (assuming,   for
purposes  of  this section 5 (f), that exercise  of  Warrants  is
permissible during periods prior to the Warrant Exercise Date) of
his  Warrants.  Such grant by the Company to the holders  of  the
Warrants shall be in lieu of any adjustment which otherwise might
be called for pursuant to this Section 5.

            (g)    Anything  in  this  Warrant  to  the  contrary
notwithstanding, the number of shares of Common  Stock  to  which
this  Warrant shall relate shall be reduced to 35.29827%  of  the
number of that time exercisable in the event all or substantially
all  of  the stock of the Company's subsidiary, Aves Audio Visual
Systems, Inc. ("AVES") or all or substantially all of the  assets
of  AVES  are transferred to the Holder of that certain Revolving
Note  in  the  aggregate  original  principal  amount  of  up  to
$1,100,000 dated the date of this Warrant, pursuant to any  levy,
foreclosure,  transfer in lieu of foreclosure  or  other  similar
security  enforcement right upon default of such Revolving  Note,
whether  pursuant  to operation of that certain Pledge  Agreement
dated the date hereof in favor of such Holder, or otherwise.

     SECTION 6.  Notice of Extraordinary Dividends.  If the Board
of  Directors of the Company shall declare any dividend or  other
distribution on its Common Stock except out of earned surplus  or
by way of a stock dividend payable in shares of its Common Stock,
the  Company shall mail notice thereof to the Holder  hereof  not
less  than  fifteen (15) days prior to the record date fixed  for
determining shareholders entitled to participate in such dividend
or   other   distribution,  and  the  Holder  hereof  shall   not
participate  in such dividend or other distribution  unless  this
Warrant  may  be  converted, in whole or  in  part,  pursuant  to
Section  2.1  of  this Warrant, and is converted  prior  to  such
record date.  The provisions of this Section 6 shall not apply to
distributions  made  in connection with transactions  covered  by
Section 5.

      SECTION 7.  Fractional Shares.  Fractional shares shall not
be  issued  upon the conversion of this Warrant but in  any  case
where the Holder would, except for the provisions of this Section
7,  be  entitled under the terms hereof to receive  a  fractional
share  upon  the  conversion of this Warrant, the Company  shall,
upon  the conversion of this Warrant, pay a sum in cash equal  to
the  excess of the value of such fractional share (determined  in
such

<PAGE>

reasonable manner as may be prescribed in good faith by the Board
of Directors of the Company).

      SECTION 8.  Notices.  Any notice or other document required
or  permitted  to  be given or delivered to  the  Holder  or  the
Company  shall be effected on the seventh day following  delivery
to the United States Post Office, proper postage prepaid, sent by
certified or registered mail return receipt requested, or on  the
day  delivered  by hand and receipted, or on the second  business
day  after  delivery to a recognized overnight  courier  service,
addressed to the Holder at the address thereof specified  in  the
records  of  the Company or to such other address as  shall  have
been  furnished to the Company in writing by the  Holder  or  the
Company at 124 West Main Street, High Bridge, New Jersey 08829 or
to  such other address as shall have been furnished in writing to
the Holder by the Company.

       SECTION  9.   No  Rights  as  Stockholder;  Limitation  of
Liability.  This Warrant shall not entitle the Holder to  any  of
the rights of a shareholder of the Company.  No provision hereof,
in  the  absence of affirmative action by the Holder to  purchase
shares  of  Common Stock, and no mere enumeration herein  of  the
rights  or  privileges  of the Holder, shall  give  rise  to  any
liability of the Holder for the Warrant Price hereunder or  as  a
shareholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.

      SECTION 10.  Law Governing.  This Warrant shall be governed
by,  and  construed and enforced in accordance with, the laws  of
the State of New York.

     SECTION 11.  Miscellaneous.   This Warrant and any provision
hereof  may be changed, waived, discharged or terminated only  by
an  instrument in writing signed by the party (or any predecessor
in  interest  thereof) against which enforcement of the  same  is
sought.   The  headings  in  this Warrant  are  for  purposes  of
reference  only and shall not affect the meaning or  construction
of any of the provisions hereof.

      IN WITNESS WHEREOF, the Company has caused this Warrant  to
be  signed by its duly authorized officer this 24th day of February 1997.

                                   JAYARK CORPORATION

                                   Name: /s/ David L. Koffman
                                   Title: President

<PAGE>

                                EXHIBIT 10(31)
                                --------------

                          COMMERCIAL SECURITY AGREEMENT

                           Principal     $1,250,000.00
                           Loan Date     02-18-1997
                           Maturity      03-01-2000
                           Loan No       11759
                           Call          032
                           Collateral    SCHA
                           Account       5412
                           Officer       GS895

References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

Borrower:  AVES AUDIO VISUAL SYSTEMS, INC.   Lender:  BSB BANK & TRUST COMPANY
           6116 SKYLINE DRIVE                         Commercial Loan Department
           HOUSTON, TX 17274                          P.O. Box 1056
                                                      Binghamton, NY 13902


 THIS COMMERCIAL SECURITY AGREEMENT Is entered Into between AVES AUDIO VISUAL
 SYSTEMS, INC. (referred to below as "Grantor"); and BSB BANK & TRUST COMPANY
 (referred to below as "Lender"). For valuable consideration, Grantor grants to
 Lender a security interest in the Collateral to secure the Indebtedness and
 agrees that Lender shall have the rights stated In this Agreement with respect
 to the Collateral, in addition to all other rights which Lender may have by
 law.

 DEFINITIONS. The following words shall have the following meanings when used
 in this Agreement. Terms not otherwise defined in this Agreement shall have
 the meanings attributed to such terms in the Uniform Commercial Code. All
 references to dollar amounts shall mean amounts in lawful money of the United
 States of America.

   Agreement. The word "Agreement" means this Commercial Security Agreement, as
   this Commercial Security Agreement may be amended or modified from time to
   time, together with all exhibits and schedules attached to this Commercial
   Security Agreement from time to time.

   Collateral. The word "Collateral" means the following described property of
   Grantor, whether now owned or hereafter acquired, whether now existing or
   hereafter arising, and wherever located:

      All inventory, accounts, equipment and general intangibles

   In addition, the word "Collateral" includes all the following, whether now
   owned or hereafter acquired, whether now existing or hereafter arising, and
   wherever located:

      (a)  All attachments, accessions, accessories, tools, parts, supplies,
      increases, and additions to and all replacements of and substitutions for
      any property described above.

      (b)  All products and produce of any of the property described in this
      Collateral section.

      (c)  All accounts, general intangibles, instruments, rents, monies,
      payments, and all other rights, arising out of a sale, lease, or other
      disposition of any of the property described in this Collateral section.

      (d)  All proceeds (including insurance proceeds) from the sale,
      destruction, loss, or other disposition of any of the property described
      in this Collateral section.

      (e)  All records and data relating to any of the property described in
      this Collateral section, whether in the form of a writing, photograph,
      microfilm, microfiche, or electronic media, together with all of
      Grantor's right, title, and interest in and to all computer software
      required to utilize, create, maintain, and process any such records or
      data on electronic media.

   Event of Default. The words "Event of Default" mean and include without
   limitation any of the Events of Default set forth below in the section
   titled "Events of Default."

   Grantor. The word "Grantor" means AVES AUDIO VISUAL SYSTEMS, INC., its
   successors and assigns

   Guarantor. The word "Guarantor" means and includes without limitation each
   and all of the guarantors, sureties, and accommodation parties in connection
   with the Indebtedness.

   Indebtedness. The word "Indebtedness" means the indebtedness evidenced by
   the Note, including all principal and earned interest, together with all
   other indebtedness and costs and expenses for which Grantor is responsible
   under this Agreement or under any of the Related Documents. In addition, the
   word "Indebtedness" includes all other obligations, debts and liabilities,
   plus interest thereon, of Grantor, or any one or more of them, to Lender, as
   well as all claims by Lender against Grantor, or any one or more of them,
   whether existing now or later; whether they are voluntary or involuntary,
   due or not due, direct or indirect, absolute or contingent, liquidated or
   unliquidated; whether Grantor may be liable individually or jointly with
   others; whether Grantor may be obligated as guarantor, surety, accommodation
   party or otherwise.

   Lender. The word "Lender" means BSB BANK & TRUST COMPANY, its successors and
   assigns.

   Note. The word "Note" means the note or credit agreement dated February 18,
   1997, in the principal amount of $1,250,000.00 from AVES AUDIO VISUAL
   SYSTEMS, INC. to Lender, together with all renewals of, extensions of,
   modifications of, refinancings of, consolidations of and substitutions for
   the note or credit agreement.

   Related Documents.  The words "Related Documents" mean and include without
   limitation all promissory notes, credit agreements, loan agreements,
   environmental agreements, guaranties, security agreements, mortgages, deeds
   of trust, and all other instruments, agreements and documents, whether now
   or hereafter existing, executed in connection with the Indebtedness.
   
 RIGHT OF SETOFF. Grantor hereby grants Lender a contractual possessory
 security interest in and hereby assigns, conveys, delivers, pledges, and
 transfers all of Grantor's right, title and interest in and to Grantor's
 accounts with Lender (whether checking, savings, or some other account),
 including all accounts held jointly with someone else and all accounts Grantor
 may open in the future, excluding, however, all IRA and Keogh accounts, and
 all trust accounts for which the grant of a security interest would be
 prohibited by law. Grantor authorizes Lender, to the extent 02-

permitted by applicable law, to charge or setoff all Indebtedness against any
and all such accounts.

 OBLIGATIONS OF GRANTOR. Grantor warrants and covenants to Lender as follows:

   Organization. Grantor is a corporation which is duly organized, validly
   existing, and in good standing under the laws of the State of Texas.
   Grantor has its chief executive office at 6116 SKYLINE DRIVE, HOUSTON, Ix
   11274. Grantor will notify lender of any change in the location of
   Grantor's chief executive office.

   Authorization. The execution, delivery, and performance of this Agreement by
   Grantor have been duly authorized by all necessary action by Grantor and do
   riot conflict with, result in a violation of, or constitute a default under
   (a) any provision of its articles of incorporation or organization, or
   bylaws, or any agreement or other instrument binding upon Grantor or (b) any
   law, governmental regulation, court decree, or order applicable to Grantor.

   Perfection of Security Interest. Grantor agrees to execute such financing
   statements and to take whatever other actions are requested by

<PAGE>

   Lender to perfect and continue Lender's security interest in the Collateral.
   Upon request of Lender, Grantor will deliver to Lender any and all of    the
   documents evidencing or constituting the Collateral, and Grantor will note
   Lender's interest upon any and all chattel paper if not delivered to Lender
   for possession by Lender.  Grantor hereby appoints Lender as ifs irrevocable
   attorney-in -fact for the purpose of executing any documents necessary to
   perfect or to continue the security interest granted in this Agreement.
   Lender may at any line, and without further authorization from Grantor, file
   a carbon, photographic or other reproduction of any financing statement or
   of this Agreement for use as a financing statement. Grantor will reimburse
   Lender for all expenses for the perfection and the continuation of the
   perfection of Lender's security interest in the Collateral.  Grantor
   promptly will notify Lender before any change in Grantor's name including
   any change to the assumed business names of Grantor.  This is a continuing
   Security Agreement and will continue in effect even though all or any part
   of the Indebtedness is paid in full and even though for a period of time
   Grantor may not be indebted to Lender.

  No Violation. The execution and delivery of this Agreement will not violate
  any law or agreement governing Grantor or to which Grantor is a party, and
  its certificate or articles of incorporation and bylaws do not prohibit any
  term or condition of this Agreement.

  Enforceability of Collateral. To the extent the Collateral consists of
  accounts, chattel paper, or general intangibles, the Collateral is
  enforceable in accordance with its terms, is genuine, and complies with
  applicable laws concerning form, content and manner of preparation and
  execution, and alt persons appearing to be obligated on the Collateral have
  authority and capacity to contract and are in fact obligated as they appear
  to be on the Collateral. At the time any account becomes subject to a
  security interest in favor of Lender, the account shall be a good and valid
  account representing an undisputed, bona fide indebtedness incurred by the
  account debtor, for merchandise held subject to delivery instructions or
  theretofore shipped or delivered pursuant to a contract of sale, or for
  services theretofore performed by Grantor with or for the account debtor;
  there shall be no setoffs or counterclaims against any such account; and no
  agreement under which any deductions or discounts may be claimed shall have
  been made with the account debtor except those disclosed to Lender in
  writing.

  Location of the Collateral. Grantor, upon request of Lender, will deliver to
  Lender in form satisfactory to Lender a schedule of real properties and
  Collateral locations relating to Grantor's operations, including without
  limitation the following: (a) all real property owned or being purchased by
  Grantor; (b) all real property being rented or leased by Grantor; (c) all
  storage facilities owned, rented, leased, or being used by Grantor; and (d)
  alt other properties where Collateral is or may be located, Except in the
  ordinary course of its business, Grantor shall not remove the Collateral from
  its existing locations without the prior written consent of Lender.

  Removal of Collateral. Grantor shall keep the Collateral (or to the extent
  the Collateral consists of intangible property such as accounts, the records
  concerning the Collateral) at Grantor's address shown above, or at such other
  locations as are acceptable to Lender. Except in the ordinary course of its
  business, including the sales of inventory, Grantor shall not remove the
  Collateral from its existing locations without the prior written consent of
  Lender. To the extent that the Collateral consists of vehicles, or other
  titled property, Grantor shall not take or permit any action which would
  require application for certificates of title for the vehicles outside the
  State of Texas, without the prior written consent of Lender.

  Transactions involving Collateral. Except for inventory sold or accounts
  collected in the ordinary course of Grantor's business, Grantor shall not
  sell, offer to sell, or otherwise transfer or dispose of the Collateral.
  While Grantor is not in default under this Agreement, Grantor may sell
  inventory, but only in the ordinary course of its business and only to buyers
  who quality as a buyer in the ordinary course of business. A sale in the
  ordinary course of Grantor's business does not include a transfer in partial
  or total satisfaction of a debt or any bulk sale. Grantor shall not pledge,
  mortgage, encumber or otherwise permit the Collateral to be subject to any
  lien, security interest, encumbrance, or charge, other than the security
  interest provided for in this Agreement, without the prior written consent of
  Lender. This includes security interests even if junior in right to the
  security interests granted under this Agreement. Unless waived by Lender, all
  proceeds from any disposition of the Collateral (for whatever reason) shall
  be held in trust for Lender and shall not be commingled with any other funds;
  provided however, this requirement shall not constitute consent by Lender to
  any sale or other disposition. Upon receipt, Grantor shall immediately
  deliver any such proceeds to Lender.

   Title.  Grantor represents and warrants to Lender that it holds good and
   marketable title to the Collateral, free and clear of all liens and
   encumbrances except for the lien of this Agreement. No financing statement
   covering any of the Collateral is on file in any public office other than
   those which reflect the security interest created by this Agreement or to
   which Lender has specifically consented. Grantor shall defend Lender's
   rights in the Collateral against the claims arid demands of all other
   persons.

Collateral Schedules and Locations. As often as Lender shall require, and
insofar as the Collateral consists of accounts and general intangibles, Grantor
shall deliver to Lender schedules of such Collateral, including such information
as Lender may require, including without limitation names and addresses of
account debtors and agings of accounts and general intangibles.  Insofar as the
Collateral consists of inventory and equipment, Grantor shall deliver to Lender,
as often as Lender shall require, such lists, descriptions, and designations of
such Collateral as Lender may require to

identify the nature, extent, and location of such Collateral. Such information
shall be submitted for Grantor and each of its subsidiaries or related
companies.

   Maintenance and inspection of Collateral. Grantor shall maintain all
   tangible Collateral in good condition and repair. Grantor will net commit or
   permit damage to or destruction of the Collateral or any part of the
   Collateral. Lender and its designated representatives and agents shall have
   the right at all reasonable tunes to examine, inspect, arid audit the
   Collateral wherever located. Grantor shall immediately notify Lender of all
   cases involving the return, rejection, repossession, loss or damage of or to
   any Collateral; of any request for credit or adjustment or of any other
   dispute arising with respect to the Collateral; and generally of all
   happenings and events affecting the Collateral or the value or the amount of
   the Collateral.

   Taxes, Assessments and Liens. Grantor will pay when due all taxes,
   assessments and liens upon the Collateral, its use or operation, upon this
   Agreement, upon any promissory note or notes evidencing the Indebtedness, or
   upon any of the other Related Documents.  Grantor nay withhold any such
   payment or may elect to contest any lien if Grantor is in good faith
   conducting an appropriate proceeding to contest the obligation to pay and so
   long as Lender's interest in the Collateral is not jeopardized in Lender's
   sole opinion. If the Collateral is subjected to a lien which is not
   discharged within fifteen (15) days, Grantor shall deposit with Lender cash,
   a sufficient corporate surety bond or other security satisfactory to Lender
   in an amount adequate to provide for the discharge of the lien plus any
   interest, costs, reasonable attorneys' fees or other charges that could
   accrue as a result of foreclosure or sale of the Collateral. in any contest
   Grantor shall defend itself and Lender and shall satisfy any final adverse
   judgment before enforcement against the Collateral. Grantor shall name
   Lender as an additional obligee under any surety bond furnished in the
   contest proceedings.

   Compliance With Governmental Requirements.  Grantor shall comply promptly
   with all laws, ordinances, rules arid regulations of all governmental
   authorities, now or hereafter in effect, applicable to the ownership,
   production, disposition, or use of the Collateral. Grantor nay contest in
   good faith any such law, ordinance or regulation and withhold compliance
   during any proceeding, including appropriate appeals, so long as Lender's
   interest in the Collateral, in Lender's opinion, is not jeopardized.

   Hazardous Substances. Granter represents and warrants that the Collateral
   never has been, and never will be so long as this Agreement remains a lien
   on the Collateral, used for the generation, manufacture, storage.
   transportation, treatment, disposal, release or threatened release of any
   hazardous waste or substance, as those terms are defined in the
   Comprehensive Environmental Response, Compensation, and Liability Act of
   1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Supertund
   Amendments and Reauthorization Act of 1986, Pub. L. No. 99499 ("SARA"1. the
   Hazardous Materials Transportation Act. 49 U.S.C. Section 1801, et seq., the
   Resource Conservation and Recovery Act, 42

<PAGE>

  U.S.C. Section 6901, et seq., or other applicable state or Federal laws,
  rules, or regulations adopted pursuant to any of the foregoing. The terms
  "hazardous waste" and hazardous substance" shall also include, without
  limitation, petroleum and petroleum by-products or any fraction thereof and
  asbestos. The representations and warranties contained herein are based on
  Grantor's due diligence in investigating the Collateral for hazardous wastes
  and substances. Grantor hereby (a) releases and waives any future claims
  against Lender for indemnity or contribution in the event Grantor becomes
  liable for cleanup or other costs under any such laws, and (b) agrees to
  indemnify and hold harmless Lender against any and all claims and losses
  resulting from a breach of this provision of this Agreement. This obligation
  to indemnify shall survive the payment of the Indebtedness and the
  satisfaction of this Agreement.

  Maintenance of Casualty Insurance- Grantor shall procure and maintain all
  risks insurance, including without limitation fire, theft and liability
  coverage together with such other insurance as Lender may require with
  respect to the Collateral, in form, amounts, coverages and basis reasonably
  acceptable to Lender.  GRANTOR MAY FURNISH THE REQUIRED INSURANCE WHETHER
  THROUGH EXISTING POLICIES OWNED OR CONTROLLED BY GRANTOR OR THROUGH
  EQUIVALENT INSURANCE FROM ANY INSURANCE COMPANY AUTHORIZED TO TRANSACT
  BUSINESS IN THE STATE OF TEXAS. If Grantor tails to provide any required
  insurance or fails to continue such insurance in force, Lender may, but shall
  not be required to, do so at Grantor's expense, and the cost of the insurance
  will be added to the Indebtedness. If any such insurance is procured by
  Lender at a rate or charge not fixed or approved by the State Board of
  Insurance, Grantor will be so notified, and Grantor will have the option for
  five (5) days of furnishing equivalent insurance through any insurer
  authorized to transact business in Texas. Grantor, upon request of Lender,
  will deliver to Lender from time to time the policies or certificates of
  insurance in form satisfactory to Lender, including stipulations that
  coverages will not be cancelled or diminished without at least thirty (30)
  days' prior written notice 10 Lender and not including any disclaimer of the
  insurer's liability for failure to give such a notice. Each insurance policy
  also shall include an endorsement providing that coverage in favor of Lender
  will not be impaired in any way by any act, omission or default of Grantor or
  any other person. In connection with all policies covering assets in which
  Lender holds or is offered a security interest, Grantor will provide Lender
  with such loss payable or other endorsements as Lender may require. If
  Grantor at any time fails to obtain or maintain any insurance as required
  under this Agreement, Lender may (but shall not be obligated to) obtain such
  insurance as Lender deems appropriate, including if it so chooses "single
  interest insurance," which will cover only Lender's interest in the
  Collateral.

  Application of Insurance Proceeds- Grantor shall promptly notify Lender of
  any loss or damage to the Collateral. Lender may make proof of loss if
  Grantor fails to do so within fifteen (15) days of the casualty. All proceeds
  of any insurance on the Collateral, including accrued proceeds thereon, shall
  be held by Lender as part of the Collateral. If Lender consents to repair or
  replacement of the damaged or destroyed Collateral, Lender shall, upon
  satisfactory proof of expenditure, pay or reimburse Grantor from the proceeds
  for the reasonable cost of repair or restoration. If Lender does not consent
  to repair or replacement of the Collateral, Lender shall retain a sufficient
  amount of the proceeds to pay all of the Indebtedness, and shall pay the
  balance to Grantor. Any proceeds which have not been disbursed within six (6)
  months after their receipt and which Grantor has not committed to the repair
  or restoration of the Collateral shall be used to prepay the Indebtedness.

Insurance Reserves. Lender may require Grantor to maintain with Lender reserves
for payment of insurance premiums, which reserves shall be created by monthly
payments from Grantor of a sum estimated by Lender to be sufficient to produce,
at least fifteen (15) days before the premium due date, amounts at least equal
to the insurance premiums to be paid. If fifteen (15) days
     
  before payment is due, the reserve funds are insufficient, Grantor shall upon
  demand pay any deficiency to Lender. The reserve funds shall be held by
  Lender as a general deposit and shall constitute a non~interest-bearing
  account which Lender may satisfy by payment of the insurance premiums
  required to be paid by Grantor as they become due. Lender does not hold the
  reserve funds in trust for Grantor, and Lender is not the agent of Grantor
  for payment of the insurance premiums required to be paid by Grantor. The
  responsibility for the payment of premiums shall remain Grantor's sole
  responsibility.

  Insurance Reports. Grantor, upon request of Lender, shall furnish to Lender
  reports on each existing policy of insurance showing such information as
  Lender may reasonably request including the following: (a) the name of the
  insurer; (b) the risks insured; (c) the amount of the policy; (d) the
  property insured; (a) the then current value on the basis of which insurance
  has been obtained and the manner of determining that value; and (f) the
  expiration date of the policy. In addition, Grantor shall upon request by
  Lender (however not more often than annually) have an independent appraiser
  satisfactory to Lender determine, as applicable, the cash value or
  replacement cost of the Collateral.
         
GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until default and except
as otherwise provided below with respect to accounts, Grantor may have
possession of the tangible personal property and beneficial use of all the
Collateral and may use it in any lawful manner not inconsistent with this
Agreement or the Related Documents, provided that Grantor's right to possession
and beneficial use shall not apply to any Collateral where possession of the
Collateral by Lender is required by law to perfect Lender's security interest
in such Collateral. Until otherwise notified by Lender, Grantor may collect any
of the Collateral consisting of accounts. At any time and even though no Event
of Default exists, Lender may exercise its rights to collect the accounts and
to notify account debtors to make payments directly to Lender for application
to the Indebtedness. If Lender at any time has possession of any Collateral,
whether before or after an Event of Default, Lender shall be deemed to have
exercised reasonable care in the custody and preservation of the Collateral if
Lender takes such action for that purpose as Grantor shall request or as
Lender, 0 Lender's sole discretion, shall deem appropriate under the
circumstances, but failure to honor any request by Grantor shall not of itself
be deemed to be a failure to exercise reasonable care. Lender shall not be
required to take any steps necessary to preserve any rights in the Collateral
against prior parties, nor to protect, preserve or maintain any security
interest given to secure the Indebtedness.

EXPENDITURES BY LENDER. If not discharged or paid when due, Lender may (but
shall not be obligated to) discharge or pay any amounts required to be
discharged or paid by Grantor under this Agreement, including without limitation
all taxes, liens, security interests, encumbrances, and other claims, at any
time levied or placed on the Collateral. Lender also may (but shall not be
obligated to) pay all costs for insuring, maintaining and preserving the
Collateral. All such expenditures incurred or paid by Lender for such purposes
will then bear interest at the Note rate from the date incurred or paid by
Lender to the date of repayment by Grantor. All such expenses shall become a
part of the Indebtedness and, at Lender's option, will (a) be payable on demand,
(b) be added to the balance of the Note and be apportioned among and be payable
with any installment payments to become due during either (i) the term of any
applicable insurance policy or (ii) the remaining term of the Note, or (c) be
treated as a balloon payment which will be due and payable at the Note's
maturity. This Agreement also will secure payment of these amounts. Such right
shall be in addition to all other rights and remedies to which Lender may be
entitled upon the occurrence of an Event of Default.
  
EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default
    under this Agreement:

  Default on Indebtedness. Failure of Grantor to make any payment when due on
  the Indebtedness.

  Other Defaults. Failure of Grantor to comply with or to perform any other
  term, obligation, covenant or condition contained in this Agreement or in any
  of the Related Documents or in any other agreement between Lender and
  Grantor.

  False Statements. Any warranty, representation or statement made or furnished
  to Lender by or on behalf of Grantor under this Agreement, the Note or the
  Related Documents is false or misleading in any material respect, either now
  or at the time made or furnished.

  Defective Collateralization. This Agreement or any of the Related Documents
  ceases to be in full force and effect (including failure of any collateral
  documents to create a valid and perfected security interest or lien) at any
  time and for any reason.

  Insolvency. The dissolution or termination of Grantor's existence as a going
  business, the insolvency of Grantor, the appointment of a receiver for any
  part of Grantor's property, any assignment for the benefit of creditors, any
  type of creditor workout, or the commencement of any

<PAGE>

   Creditor or Forfeiture Proceedings.  Commencement of foreclosure or
   forfeiture proceedings, whether by judicial proceeding, self-help,
   repossession or any other method, by any creditor Of Grantor Of by any
   governmental agency against the Collateral or any other collateral securing
   the Indebtedness. This includes a garnishment of any of Grantor's deposit
   accounts with Lender. however, this Event of Default shall not apply it
   there is a good faith dispute by Grantor as to the validity or
   reasonableness of the claim which is the basis of the creditor or forfeiture
   proceeding and if Grantor gives Lender written notice of the creditor or
   forfeiture proceeding and deposits with Lender monies or a surety bond for
   the creditor or forfeiture proceeding, in an amount determined by Lender, in
   its sole discretion, as being an adequate reserve or bond for the dispute.

   Events Affecting Guarantor. Any of the preceding events occurs with respect
   to any Guarantor of any of the Indebtedness or such Guarantor dies or
   becomes incompetent. Lender, at its option, may, but shall not be required
   to, permit the Guarantor's estate to assume unconditionally the obligations
   arising under the guaranty in a manner satisfactory to Lender, and, in doing
   so, cure the Event of Default.

   Adverse Change.  A material adverse change occurs in Grantor's financial
   condition, or Lender believes the prospect of payment or performance of the
   Indebtedness is impaired.

Right to Cure. If any default, other than a Default on Indebtedness, is curable
and if Grantor has not been given a prior notice of a breach of the same
provision of this Agreement, it may be cured (and no Event of Default will have
occurred) if Grantor, after Lender sends written notice
demanding cure of such default, (a) cures the default within thirty (30) days;
or (b), if the cure requires more than thirty (30) days, immediately initiates
steps which Lender deems in Lender's sole discretion to be sufficient to cure
the default and thereafter continues and completes all reasonable and necessary
steps sufficient to produce compliance as soon as reasonably practical.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this
Agreement, at any time thereafter, Lender shall have all the rights of a secured
party under the Texas Uniform Commercial Code. In addition and without
limitation, Lender may exercise any one or more of the following rights and
remedies:

   Accelerate Indebtedness. Lender may declare the entire Indebtedness
   immediately due and payable, without notice.

   Assemble Collateral. Lender may require Grantor to deliver to Lender all or
   any portion of the Collateral and any and all certificates of title and
   other documents relating to the Collateral. Lender may require Grantor to
   assemble the Collateral and make it available to Lender at a place to be
   designated by Lender. Lender also shall have full power to enter, provided
   Lender does so without a breach of the peace or a trespass, upon the
   property of Grantor to take possession of and remove the Collateral. If the
   Collateral contains other goods not covered by this Agreement at the time of
   repossession, Grantor agrees Lender may take such other goods, provided that
   Lender makes reasonable efforts to return them to Grantor after
   repossession.

   Sell the Collateral. Lender shall have full power to sell, lease, transfer,
   or otherwise deal with the Collateral or proceeds thereof in its own name or
   that of Grantor. Lender may sell the Collateral at public auction or private
   sale. Unless the Collateral threatens to decline speedily in value or is of
   a type customarily sold on a recognized market, Lender will give Grantor
   reasonable notice of the time alter which any private sale or any other
   intended disposition of the Collateral is to be made. The requirements of
   reasonable notice shall be met if such notice is given at least ten (10)
   days before the time of the sale or disposition. All expenses relating to
   the disposition of the Collateral, including without limitation the expenses
   of retaking, holding, insuring, preparing for sale and selling the
   Collateral, shall become a pad of the Indebtedness secured by this Agreement
   and shall be payable on demand, with interest at the Note rate from date of
   expenditure until repaid.

   Appoint Receiver. To the extent permitted by applicable law, Lender shall
   have the following rights and remedies regarding the appointment of a
   receiver: (a) Lender may have a receiver appointed as a matter of right, (b)
   the receiver may be an employee of Lender and may serve without bond, and
   (c) all fees of the receiver and his or her attorney shall become part of
   the Indebtedness secured by this Agreement and shall be payable on demand,
   with interest at the Note rate from date of expenditure until repaid.

   Collect Revenues, Apply Accounts. Lender, either itself or through a
   receiver, may collect the payments, rents, income, and revenues from the
   Collateral. Lender may at any time in its discretion transfer any Collateral
   into its own name or that of its nominee and receive the payments, rents,
   income, and revenues therefrom and hold the same as security for the
   Indebtedness or apply it to payment of the Indebtedness in such order of
   preference as Lender may determine. Insofar as the Collateral consists of
   accounts, general intangibles, insurance policies, instruments, chattel
   paper, choses in action, or similar property, Lender may demand, collect,
   receipt for, settle, compromise, adjust, sue for, foreclose, or realize on
   the Collateral as Lender may determine, whether or not Indebtedness or
   Collateral is then due. For these purposes, Lender may, on behalf of and in
   the name of Grantor, receive, open and dispose of mail addressed to Grantor;
   change any address to which mail and payments are to be sent; and endorse
   notes, checks, drafts, money orders, documents of title, instruments and
   items pertaining to payment, shipment, or storage of any Collateral. To
   facilitate collection, Lender may notify account debtors and obligors on any
   Collateral to make payments directly to Lender.

   Obtain Deficiency. If Lender chooses to sell any or all of the Collateral,
   Lender may obtain a judgment against Grantor for any deficiency remaining on
   the Indebtedness due to Lender after application of all amounts received
   from the exercise of the rights provided in this Agreement. Grantor shall be
   liable for a deficiency even if the transaction described in this subsection
   is a sale of accounts or chattel paper.

   Other Rights and Remedies.  Lender shall have all the rights and remedies of
   a secured creditor under the provisions of the Uniform Commercial Code, as
   may be amended from time to time. In addition, Lender shall have and may
   exercise any or all other rights and remedies it may have available at law,
   in equity, or otherwise.

   Cumulative Remedies. All of Lender's rights and remedies, whether evidenced
   by this Agreement or the Related Documents or by any other writing,  shall
   be cumulative and may be exercised singularly or concurrently. Election by
   Lender to pursue any remedy shall not exclude pursuit of any other remedy,
   and an election to make expenditures or to take action to perform an
   obligation of Grantor under this Agreement, after Grantor's failure to
   perform, shall not affect Lender's right to declare a default and to
   exercise its remedies.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:

   Amendments. This Agreement, together with any Related Documents, constitutes
   the entire understanding arid agreement of the parties as to the matters set
   forth in this Agreement. No alteration of or amendment to this Agreement
   shall be effective unless given in writing and signed by the party or
   parties sought to be charged or bound by the alteration or amendment.

   Applicable Law. This Agreement has been delivered to Lender and accepted by
   Lender in the State of New York. If there is a lawsuit, Grantor agrees upon
   Lender's request to submit to the jurisdiction of the courts of the State of
   New York. Lender and Grantor hereby waive the right to any jury trial in any
   action, proceeding, or counterclaim brought by either Lender or Grantor
   against the other. This Agreement shall be governed by and construed in
   accordance with the laws of the State of New York.
   
   Attorneys' Fees and Other Costs. Lender may hire an attorney to help collect
   the Note if Grantor does not pay, and Grantor will pay Lender's reasonable
   attorneys' fees. Grantor also will pay Lender all other amounts actually
   incurred by Lender as court costs, lawful fees for tiling, recording, or
   releasing to any public office any instrument securing the Note; the
   reasonable cost actually expended for repossessing, storing, preparing for
   sale and selling any security: and fees for noting a lien on or transferring
   a certificate of title to any motor vehicle offered as security

<PAGE>

   Caption Headings.  Caption headings in this Agreement are for convenience
   purposes only and are not to be used to interpret or define the provisions
   of this Agreement.
   
   
   Multiple Parties; Corporate Authority. All obligations of Grantor under this
   Agreement shall be joint and several, and all references to Grantor shall
   mean each and every Grantor. This means that each of the persons signing
   below is responsible for all obligations in this Agreement.
   
   Notices. All notices required to be given under this Agreement shall be
   given in writing, may be sent by telefacsimile, and shall be effective when
   actually delivered or when deposited with a nationally recognized overnight
   courier or deposited in the United States mail, first class, postage
   prepaid, addressed to the party to whom the notice is to be given at the
   address shown above. Any party may change its address for notices under this
   Agreement by giving format written notice to the other parties, specifying
   that the purpose of the notice is to change the party's address. To the
   extent permitted by applicable law, if there is more than one Grantor,
   notice to any Grantor will constitute notice to all Grantors. For notice
   purposes, Grantor will keep Lender informed at all times of Grantor's
   current address(es).

   Power of Attorney. Grantor hereby appoints Lender as its true and lawful
   attorney-in-fact, irrevocably, with full power of substitution to do the
   following: (a) to demand, collect, receive, receipt for, sue and recover all
   sums of money or other property which may now or hereafter become due, owing
   or payable from the Collateral; (b) to execute, sign and endorse any and all
   claims, instruments, receipts, checks, drafts or warrants issued in payment
   for the Collateral; (c) to settle or compromise any and all claims arising
   under the Collateral, and, in the place and stead of Grantor, to execute and
   deliver its release and settlement for the claim; and (d) to file any claim
   or claims or to take any action or institute or take part in any
   proceedings, either in its own name or in the name of Grantor, or otherwise,
   which in the discretion of Lender may seem to be necessary or advisable.
   This power is given as security for the Indebtedness, and the authority
   hereby conferred is and shall be irrevocable and shall remain in full force
   and effect until renounced by Lender.

   Servability. If a court of competent jurisdiction finds any provision of
   this Agreement to be invalid or unenforceable as to any person or
   circumstance, such finding shall not render that provision invalid or
   unenforceable as to any other persons or circumstances. If feasible, any
   such offending provision shall be deemed to be modified to be within the
   limits of enforceability or validity; however, if the offending provision
   cannot be so modified, it shall be stricken and all other provisions of this
   Agreement in all other respects shall remain valid and enforceable.

   Successor Interests. Subject to the limitations set forth above on transfer
   of the Collateral, this Agreement shall be binding upon and inure to the
   benefit of the parties, their successors and assigns.

   Waiver. Lender shall not be deemed to have waived any rights under this
   Agreement unless such waiver is given in writing and signed by Lender. No
   delay or omission on the part of Lender in exercising any right shall
   operate as a waiver of such right or any other right. A waiver by Lender of
   a provision of this Agreement shall not prejudice or constitute a waiver of
   Lender's right otherwise to demand strict compliance with that provision or
   any other provision of this Agreement. No prior waiver by Lender, nor any
   course of dealing between Lender and Grantor, shall constitute a waiver of
   any of Lender's rights or of any of Grantor's obligations as to any future
   transactions. Whenever the consent of Lender is required under this
   Agreement, the granting of such consent by Lender in any instance shall not
   constitute continuing consent to subsequent instances where such consent is
   required and in all cases such consent may be granted or withheld in the
   sole discretion of Lender.

 GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL
 SECURITY AGREEMENT, AND GRANTOR AGREES TO ITS TERMS. THIS AGREEMENT IS DATED
 FEBRUARY 18,1997.

 GRANTOR:
 
 AVES AUDIO VISUAL SYSTEMS, INC.

 Name: /s/ Howard M. Rittberg
 Title: Assistant Secretary

 LENDER:
 
 BSB BANK & TRUST COMPANY

 By: /s/ Mr. R. Snell
 Title: Authorized Officer

<PAGE>

                                EXHIBIT 10(32)
                                --------------

                                PROMISSORY NOTE

                           Principal     $1,250,000.00
                           Loan Date     02/18/97
                           Maturity      03-01-2000
                           Loan No       11759
                           Call          032
                           Collateral    SCHA
                           Account       6412
                           Officer       GS895

References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

 Borrower:  AVES AUDIO VISUAL SYSTEMS, INC.    Lender:  BSB BANK & TRUST COMPANY
            6116 SKYLINE DRIVE                 Commercial Loan Department
            HOUSTON, TX  77274                 P.O. Box 1056
                                               Binghamton, NY 13902

Principal Amount: $1,250,000.00             Initial Rate: 9.750%
Date of Note: February 18,1997

PROMISE TO PAY. AVES AUDIO VISUAL SYSTEMS, INC. ("Borrower") promises to pay to
BSB BANK & TRUST COMPANY ("Lender"), or order, In lawful money of the United
States of America, the principal amount of One Million Two Hundred Fifty
Thousand & 00,100 Dollars ($1,250,000.00) or so much as may be outstanding,
together with interest on the unpaid outstanding principal balance of each
advance. Interest shall be calculated from the date of each advance until
repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued unpaid interest on March 1, 2000. in addition, Borrower will
pay regular monthly payments of accrued unpaid interest beginning March 1, 1997,
and all subsequent interest payments are due on the same day of each month after
that. Borrower will pay Lender at Lender's address shown above or at such other
place as Lender may designate in writing. Unless otherwise agreed or required by
applicable law, payments will be applied first to accrued unpaid interest, then
to principal, and any remaining amount to any unpaid collection costs and late
charges.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an index which is Lender's Prime Rate (the
"index"). This is the rate Lender charges, or would charge, on 90-day unsecured
loans to the most creditworthy corporate customers. This rate may or may not be
the lowest rate available from Lender at any given time. Lender will tell
Borrower the current Index rate upon Borrower's request. Borrower understands
that Lender may make loans based on other rates as well. The interest rate
change will not occur more often than each day. The Index currently is 8.250%
per annum. The Interest rate to be applied to the unpaid principal balance of
this Note will be at a rate of 1.500 percentage points over the Index, resulting
in an initial rate of 9.750% per annum. NOTICE.. Under no circumstances will the
interest rate on this Note be more than the maximum rate allowed by applicable
law.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Farly payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
of accrued unpaid interest. Rather, they will reduce the principal balance due.

LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
4.000% of the unpaid portion of the regularly scheduled payment or $10.00,
whichever Is greater.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement related to this Note, or in any other agreement or loan Borrower
has with Lender. (c) Any representation or statement made or furnished to
Lender by Borrower or on Borrower's behalf is false or misleading in any
material respect either now or at the time made or furnished. (d) Borrower
becomes insolvent, a receiver is appointed for any part of Borrower's property,
Borrower makes an assignment for the benefit of creditors, or any proceeding is
commenced either by Borrower or against Borrower under any bankruptcy or
insolvency laws. (e) Any creditor tries to take any of Borrower's property on or
in which Lender  has a lien or security interest. This includes a garnishment of
any of Borrower's accounts with Lender. (f) Any guarantor dies or any of  the
other events described in this default section occurs with respect to any
guarantor of this Note. (g) A material adverse change occurs in Borrower's
financial condition, or Lender believes the prospect of payment or performance
of the Indebtedness is impaired.

If any default, other than a default in payment, is curable and if Borrower has
not been given a notice of a breach of the same provision of this Note within
the preceding twelve (12) months, it may be cured (and no event of default will
have occurred) if Borrower, after receiving written notice from Lender demanding
cure of such default: (a) cures the default within thirty (30) days; or (b) if
the cure requires more than thirty (30) days, immediately initiates steps which
Lender deems in Lender's sole discretion to be sufficient to cure the default
and thereafter continues and completes all reasonable and necessary steps
sufficient to produce compliance as soon as reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid Interest immediately due, without
notice, and then Borrower will pay that amount. Borrower agrees to pay all costs
and expenses incurred by Lender to collect this Note. This includes, subject to
any limits under applicable law, Lender's reasonable attorneys' fees and
Lender's legal expenses whether or not there is a lawsuit, including reasonable
attorneys' fees and legal expenses for bankruptcy proceedings (including efforts
to modify or vacate any automatic stay or injunction), appeals, arid any
anticipated post judgment collection services. If not prohibited by applicable
law, Borrower also will pay any court costs, in addition to all other sums
provided by law. This Note has been delivered to Lender and accepted by Lender
in the State of New York. if there is a lawsuit, Borrower agrees upon Lender's
request to submit to the jurisdiction of the courts of Broome County, the State
of New York. Lender and Borrower hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower against
the other. This Note shall be governed by and construed in accordance with the
laws of the State of New York.

RIGHT OF SETOFF. In addition to Lender's right of setoff arising by operation of
law, Borrower grants to Lender a contractual possessory security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's accounts with Lender
(whether checking, savings, or some other account and whether evidenced by a
certificate of deposit), including without limitation all accounts held jointly
with someone else and all accounts Borrower may open in the future, excluding
however all IRA and Keogh accounts, and all trust accounts for which the grant
of a security interest would be prohibited by law. Borrower authorizes Lender,
to the extent permitted by applicable law, to charge or setoff all sums owing on
this Note against any and all such accounts.

COLLATERAL. This Note is secured by All Accounts, Inventory, Equipment and
General Intangibles now owned or acquired later, together with all proceeds of
collateral. If there is any inconsistency between the terms and conditions of
this Note and the terms and conditions of the collateral documents, the terms
and conditions of this Note shall prevail.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under
this Note may be requested orally by Borrower or by an authorized person. Lender
may, but need not, require that all oral requests be confirmed in writing. All
communications, instructions, or directions by telephone or otherwise to Lender
are to be directed to Lender's office shown above. The following party or
parties are authorized to request advances under the line of credit until Lender
receives from Borrower at Lender's address shown above written notice of
revocation of their authority: DAVID L. KOFFMAN, CHIEF EXECUTIVE OFFICER; and
FRANK RABINOVITZ, PRESIDENT. Borrower agrees to be liable for all sums either:
(a) advanced in accordance with the instructions of an authorized person or (b)
credited to any of Borrower's accounts with Lender.  The unpaid principal
balance owing on this Note at any time may be evidenced by endorsements on this
Note or by Lender's internal records, including daily computer print-outs.
Lender will have no obligation to advance funds under this Note if: (a) Borrower
or any guarantor is in default under the terms of this Note or any agreement

<PAGE>

that Borrower  or  any guarantor has with Lender, including any agreement  made
in  connection  with  the  signing  of this  Note;  (b)  Borrower  or  any
guarantor ceases doing business or is insolvent; (c) any guarantor  seeks,
claims  or  otherwise attempts to limit, modify or revoke such guarantor's
guarantee of this Note or any other loan with Lender: or (d) Borrower  has
applied  funds  provided  pursuant to this Note for  purposes  other  than
those authorized by Lender.

 BORROWING  BASE. The maximum credit outstanding at any one time shall  not
 exceed  the  lesser  of  $1,250,000.00 or the  sum  of  75%  of  qualified
 accounts  plus 40% of inventory. Qualified Accounts are defined  as  those
 accounts  receivable balances less that 90 days. By the 30th  day  of  the
 following  month,  Borrower shall submit to Lender an accounts  receivable
 aging  schedule  indicating all accounts receivable  by  payee,  date  and
 amount,  plus  schedules  of inventory. tithe monthly  schedules  disclose
 that  the  combined  product  of receivables  and  inventory  exceeds  the
 maximum  credit available, the Borrower shall include with such  schedules
 a  principal  payment sufficient to reduce the principal  indebtedness  to
 the  maximum  credit available as determined above. In  such  an  instance
 when  Borrower  is  unable  to comply with this requirement,  the  Lender,
 without  prior  notice,  shall  have the  option  of  charging  Borrower's
 general operating account for the funds needed to bring the credit  within
 compliance.  Additionally, future requests for advances  made  under  this
 line  shall  be  accompanied  by  current aging  and  inventory  schedules
 indicating  sufficient  availability  to  allow  such  an  advance.  These
 schedules  should be submitted to the Lender allowing a sufficient  amount
 of time to process such a request.
 
 GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its  rights
 or  remedies under this Note without losing them. Borrower and  any  other
 person  who signs, guarantees or endorses this Note, to the extent allowed
 by  law,  waive  presentment, demand for payment, protest  and  notice  of
 dishonor.  Upon any change in the terms of this Note, and unless otherwise
 expressly  stated  in writing, no party who signs this  Note,  whether  as
 maker, guarantor, accommodation maker or endorser, shall be released  from
 liability.  All  such  parties  agree that  Lender  may  renew  or  extend
 (repeatedly  and for any length of time) this loan, or release  any  party
 or  guarantor  or collateral; or impair, fail to realize upon  or  perfect
 Lender's  security interest in the collateral; and take any  other  action
 deemed  necessary  by Lender without the consent of or notice  to  anyone.
 All  such parties also agree that Lender may modify this loan without  the
 consent  of  or  notice  to  anyone other than the  party  with  whom  the
 modification is made.

 PRIOR  TO  SIGNING  THIS  NOTE,  BORROWER  READ  AND  UNDERSTOOD  ALL  THE
 PROVISIONS  OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.
 BORROWER  AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES  RECEIPT  OF  A
 COMPLETED COPY OF THE NOTE.

 BORROWER:
 AVES AUDIO VISUAL SYSTEMS, INC.

 Name: /s/ Howard M. Rittberg
 Title: Assistant Secretary

<PAGE>

                                EXHIBIT 10(33)
                                --------------

                             COMMERCIAL GUARANTY

                           Principal     $
                           Loan Date
                           Maturi
                           Loan No
                           Call          032
                           Collateral    SCHA
                           Account       6412
                           Officer       GS895

References  in the shaded area are for Lender's use only  and  do
not  limit  the applicability of this document to any  particular
loan or item.

Borrower: AVES AUDIO VISUAL SYSTEMS,  INC.   Lender: BSB BANK & TRUST COMPANY
          6116 SKYLINE DRIVE                         Commercial Loan Department
          HOUSTON,  TX 17274                         P.O. Box 1056
                                                     Binghamton, NY 13902

Guarantor:  David L. Koffman
            300 Plaza Drive
            Binghamton, NY 13903

                                                              
 AMOUNT  OF  GUARANTY. The amount of  this Guaranty  is  50.000%  of  all
 amounts  due  now  or  later from Borrower to Lender  as  provided   below
 without limit.
 .
 CONTINUING  UNLIMITED  GUARANTY.   For good  and  valuable  consideration,
 DAVID  L.  KOFFMAN ('Guarantor') absolutely and unconditionally guarantees
 and  promises  to  pay  to BSB BANK & TRUST COMPANY   ("Lender")   or  its
 order,  in legal tender at the United States of  America, 60.000%  or  the
 Indebtedness  (as  that  term  is defined below)   of  AVES  AUDIO  VISUAL
 SYSTEMS1  INC.  ('Borrower") to Lender on the  terms  and  conditions  set
 forth  in  this Guaranty. Under this Guaranty, the liability of  Guarantor
 is  unlimited  and the obligations of Guarantor are continuing.  Guarantor
 agrees  that  Lender, in its sole discretion, may determine which  portion
 of  Borrower's indebtedness to Lender is covered by Guarantor's percentage
 guaranty.

DEFINITIONS.  The  following word; shall have the following  meanings  when
used in this Guaranty;

    Borrower. The word "Borrower" means AVES AUDIO VISUAL SYSTEMS, INC.

    Guarantor. The word "Guarantor"  means DAVID L. Koffman.

    Guaranty.  The word "Guaranty"  means this Guaranty made  by  Guarantor
    for  the  benefit of Lender dated February 18, 1997. Indebtedness.  The
    word  "Indebtedness"  is used in its most comprehensive sense and means
    and  includes  any  and  all  of Borrower's  liabilities,  obligations,
    debts,   and  indebtedness  to  Lender,  now  existing  or  hereinafter
    incurred   or  created,  including,  without  limitation,  all   loans,
    advances,  interest. costs, debts, overdraft indebtedness, credit  card
    indebtedness, lease obligations, other obligations, and liabilities  or
    Borrower,  or any of them, and any present or future judgments  against
    Borrower,  or  any  of  them:  and whether  any  such  Indebtedness  is
    voluntary  or  involuntary,  incurred. due  or  not  duo,  absolute  or
    contingent,  liquidated  or unliquidated, determined  or  undetermined;
    whether Borrower may be liable individually or jointly with others,  or
    primarily  or  secondarily, or as guarantor or surety whether  recovery
    on  the  Indebtedness  may  be or may become  barred  or  unenforceable
    against   Borrower   by  any  reason  whatsoever:   and   whether   the
    Indebtedness arises from transactions which may be voidable on  account
    of  infancy, insanity, ultra vireos, or otherwise.

    Lender.  The  word  "Lender"  means BSB   BANK  &  TRUST  COMPANY,  Its
    successors and assigns.

    Related  Documents.  The worlds  "Related Documents" mean  and  include
    without  limitation  all  promissory  notes,  credit  agreements,  loan
    agreements,  environmental agreements, guaranties. security agreements,
    mortgages,  deeds of trust, and all other instruments,  agreements  and
    documents,  whether now or hereafter existing, executed  in  connection
    with the indebtedness.

NATURE OF GUARANTY. Guarantor's liability under this Guaranty shall be open
and  continuous  for so long as this Guaranty remains in force.   Guarantor
intends  to guarantee at all times the performance and prompt payment  when
due, whether at maturity or earlier by reason of acceleration or otherwise,
of  all  indebtedness.  Accordingly, no payments made upon the Indebtedness
will  discharge  or  diminish  the continuing  liability  of  Guarantor  in
connection  with any remaining portions of the Indebtedness or any  of  the
Indebtedness  which  subsequently  arises  or  is  thereafter  incurred  or
contracted.
      
DURATION  OF  GUARANTY.  This Guaranty will take effect  when  received  by
Lender without the necessity of any acceptance by Lender, or any notice  to
Guarantor  or  to  borrower, and will continue  in  full  force  until  all
indebtedness incurred or contracted before receipt by Lender of any  notice
of  revocation shall have been fully and finally paid and satisfied and all
other  obligations  of  Guarantor  under  this  Guaranty  shall  have  been
performed  in full.  If Guarantor elects to revoke this Guaranty, Guarantor
may  only do so in writing.  Guarantor's written notice of revocation  must
be  mailed  to  Lender, by certified mail, at the address of Lender  listed
above  or  such  other place as Lender may designate in  writing.   Written
revocation of this Guaranty will apply only to advances or new indebtedness
created  after actual receipt by Lender of Guarantor's written  revocation.
For  this purpose and without limitation, the term "new Indebtedness"  does
not  include  indebtedness which at the time of  notice  of  revocation  is
contingent unliquidated, undetermined or not due and which later becomes
absolute,  liquidated, determined or due.  This Guaranty will  continue  to
bind  Guarantor for all indebtedness incurred by Borrower or  committed  by
Lender  prior  to  receipt  of Guarantor's written  notice  of  revocation,
including any extensions, renewals, substitutions or modifications  of  the
Indebtedness.  All renewals, extensions substitutions and modifications  of
the  indebtedness  granted after Guarantor's revocation,  are  contemplated
under  this  Guaranty and, specifically will not be considered  to  be  new
Indebtedness.   This  Guaranty shall bind the estate  of  Guarantor  as  to
Indebtedness  created  both before and after the  death  or  incapacity  of
Guarantor,  regardless  of  Lender's actual notice  of  Guarantor's  death.
Subject  to the foregoing, Guarantor's executor or administrator  or  other
legal  representative may terminate this Guaranty in  the  same  manner  in
which Guarantor might have terminated it and with the same effect.  Release
of  any  other  guarantor  or  termination of any  other  guaranty  of  the
Indebtedness  shall  not  affect  the liability  of  Guarantor  under  this
Guaranty.   A revocation received by Lender from any one or more Guarantors
shall  not  affect  the  liability of any remaining Guarantors  under  this
Guaranty.   It is anticipated that fluctuations may occur in the  aggregate
amount  of  Indebtedness covered by this Guaranty, and it  is  specifically
acknowledged  and  agreed by Guarantor that reductions  in  the  amount  of
Indebtedness, even to zero dollars ($0.00), prior to written revocation  of
this  Guaranty  by  Guarantor shall not constitute a  termination  of  this
Guaranty.   This Guaranty is binding upon Guarantor and Guarantor's  heirs,
successors  and  assigns  so  long as any of  the  guaranteed  indebtedness
remains unpaid and even though the Indebtedness guaranteed may from time to
time be zero dollars ($0.00).

GUARANTOR'S AUTHORIZATION  TO LENDER.  Guarantor authorizes Lender,  either
before  or after any revocation hereof without notice or demand and without
lessening Guarantor's liability under this Guaranty, from time to time: (a)
prior   to  revocation as set forth above, to make one or  more  additional
secure or unsecured loans to Borrower, to tease equipment or other goods to
Borrower,  or  otherwise to extend additional credit to Borrower.   (b)  to
alter,  compromise renew, extend, accelerate, or otherwise  change  one  or
more  times the time for payment or other terms of the Indebtedness or  any
part of the Indebtedness, including increases and decreases of the rate  of
interest  on the Indebtedness; extensions may be repeated and  may  be  for
longer than the original loan term; ( c) to take and hold security for  the
payment of this Guaranty or the indebtedness, and exchange, enforce, waive,
subordinate,  fail or decide not to perfect, and release any such  security
with  or  without  the  substitution of new  collateral;  (d)  to  release,
substitute,  agree not to sue, or deal with any one or more  of  Borrower's
sureties,  endorsers, or other guarantors on any terms  or  in  any  manner
Lender  may  choose;  (e) to determine how, when and  what  application  of
payments  and credits shall be made on the indebtedness; (f) to apply  such
security  and direct the order or manner of sale thereof including  without

<PAGE>

limitation,  any nonjudicial sate permitted by the terms or the controlling
security  agreement  or  deed of  trust, as Lender in  Its  discretion  may
determine; (g)  to sell, transfer, assign, or grant participation in all or
any  part  of the Indebtedness; and (h) to assign or transfer this Guaranty
in whole or in part.

GUARANTOR'S  REPRESENTATIONS  AND  WARRANTIES.  Guarantor  represents   and
warrants  to  Lender that (a) no representations or agreements of any  kind
have  bean  made to Guarantor which would limit or quality in any  way  the
terms  of  this  Guaranty;  (b) this Guaranty  is  executed  at  Borrower's
request  and  not at. the request of Lender; (c) Guarantor has full  power,
right and authority to enter into this Guaranty; (d) the provisions of this
Guaranty do not conflict with or result In a default under any agreement or
other  instrument binding upon Guarantor and do not result  in a  violation
of  any law regulation, court decree or order applicable to Guarantor;  (e)
Guarantor  has  not  and  will not, without the prior  written  consent  of
Lender,  sell, lease, assign, encumber, hypothecate, transfer, or otherwise
dispose  of all or substantially all of Guarantor's assets, or any interest
therein;  (I)  upon  Lender's request, Guarantor  will  provide  to  Lender
financial and credit information in form acceptable to Lender, end all such
financial  information which currently has been, and all  future  financial
information  which  will be provided to Lender is  and  will  be  true  and
correct In all material respects and fairly present the financial condition
of  Guarantor as of the dates the financial information Is provided; (g) no
material  adverse  change has occurred in Guarantor's  financial  condition
since  the date of the most recent financial statements provided to  Lender
and no event has occurred which may materially adversely affect Guarantor's
financial    condition;   (h)   no   litigation.   claim,    investigation.
administrative  proceeding or similar action (including  those  for  unpaid
taxes)  against Guarantor is pending or threatened; (i) Lender has made  no
representation to Guarantor as to the creditworthiness of Borrower: and (j)
Guarantor  has established adequate means of obtaining from Borrower  on  a
continuing  basis  information  regarding Borrower's  financial  condition.
Guarantor  agrees to keep adequately informed from such means of any  fads,
events,  or  circumstances which might in any way affect Guarantor's  risks
under  this  Guaranty, and Guarantor further agrees that .absent a  request
for  information, Lender shall have no obligation to disclose to  Guarantor
any  information  or  documents acquired by Lender In  the  course  of  its
relationship with Borrower.

GUARANTOR'S  WAIVERS.   Except as prohibited by applicable  law,  Guarantor
waives  any  right to require Lender (a) to continue lending  money  or  to
extend  other  credit  to Borrower;  (b) to make any presentment.  protest,
demand,  or notice of any kind, Including notice of any nonpayment  of  the
indebtedness or of any nonpayment related to any collateral, or  notice  of
any  action  or  nonaction  on the part of Borrower.  Lender,  any  surety,
endorser,  or  other  guarantor in connection with the Indebtedness  or  in
connection  with the creation of new or additional loans or obligations;  (
c)  to  resort for payment or to proceed directly all at once  against  any
person, including Borrower or any other guarantor; (d)  to proceed directly
against or exhaust any collateral held by Lender from Borrower, any  other,
guarantor  or  any  other  person; (e) to pursue any  other  remedy  within
Lender's power: or (I) to commit any act or omission of any kind, or at any
time, with respect to any matter whatsoever.

It  now or hereafter (a) Borrower shall be or become insolvent, and (b) the
indebtedness  shall  not  at  all times until  paid  be  fully  secured  by
collateral  pledged  by  Borrower,  Guarantor  hereby  forever  waives  and
relinquishes  In  favor  of  Lender  and  Borrower,  and  their  respective
successors,  any  claim  or  right to payment Guarantor  may  now  have  or
hereafter have or acquire against Borrower, by subrogation or otherwise, so
that  at  no  lime shall Guarantor be or become a "creditor"  of   Borrower
within  the meaning of 11 U.S.C. section 547(b). or any successor provision
of the Federal bankruptcy  laws.

Guarantor  also waives any and all rights or defenses arising by reason  of
(a)  any  "one action" or "anti-deficiency" law or any other law which  may
prevent  Lender from brining any action, Including a claim for  deficiency,
against Guarantor. before or after Lender's commencement  or completion  of
any  foreclosure action, either judicially or by exercise  of  a  power  of
sale;  (b)  any election of remedies by Lender which destroys or  otherwise
adversely  affects Guarantor's subrogation rights or Guarantor's rights  to
proceed  against Borrower for reimbursement, including without any loss  of
rights  Guarantor may suffer by reason of any law limiting, qualifying,  or
discharging  the  Indebtedness;  (c) any disability  or  other  defense  of
Borrower,  or any other guarantor, or of any other person. or by reason  of
the cessation of Borrower's liability from any cause whatsoever, other than
payment  In  full in legal tender, of the indebtedness; (d)  any  right  to
claim  discharge of the indebtedness on the basis of unjustified impairment
of  any collateral for the Indebtedness; (e) any statute of limitation,  if
at  any  time  any  action or suit brought by Lender against  Guarantor  is
commenced there is out-landing Indebtedness of Borrower to Lender which  is
not  barred  by any applicable statute of limitations, or (f) any  defenses
given  to  Guarantors  at law or in equity other than  actual  payment  and
performance  of  the Indebtedness. It payment Is made by Borrower,  whether
voluntarily or otherwise. or by any third party,  or by any third party, on
the  indebtedness and thereafter Lender is forced  to remit the  amount  of
that  payment to Borrower's trustee in bankruptcy or to any similar  person
under any federal or state bankruptcy law or law for the relief of debtors,
the  Indebtedness shall be considered unpaid for the purpose of enforcement
of this Guaranty.
  
Guarantor further waives and agrees not to assert or claim at any time  any
deductions  to the amount guaranteed under this Guaranty for any  claim  of
setoff,  counterclaim, counter demand, recoupment or similar right  whether
such claim, demand or right may be asserted by the Borrower, the Guarantor,
or both.

GUARANTOR'S  UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants  and
agrees  that  each of the waivers set tenth above is made with  Guarantor's
full  knowledge  of its significance and consequences and that,  under  the
circumstances, the waivers are reasonable and not contrary to public policy
or  law.  If any such waiver Is determined to be contrary to any applicable
law  or  public policy, such waiver strait be effective only to the  extent
permitted by law or public policy.

LENDER'S  RIGHT OF SETOFF.   In addition to all liens upon  and  rights  of
setoff  against the money, securities or other property of Guarantor  given
to  Lender  by  operation  of  law, Lender  shall  have,  with  respect  to
Guarantor's  obligations to Lender under this Guaranty and  to  the  extent
permitted by law, a contractual possessory security interest in and a right
of  setoff  against,  and  Guarantor  hereby  assigns,  conveys,  delivers,
pledges,  and  transfers  to  Lender all of  Guarantor's  right  title  and
interest  in and to, all deposits, money, securities and other property  of
Guarantor now or hereafter in its possession of or on deposit with  Lender,
whether  held  in  a  general or special account or deposit,  whether  held
jointly  with  someone else, or whether held for safekeeping or  otherwise,
excluding however all IRA, Keogh, and trust accounts.  Every such  security
interest and right to setoff may be exercised without demand upon or notice
to  Guarantor.  No security interest or right of setoff shall be deemed  to
have  been waived by any act   or conduct on the part of Lender or  by  any
neglect  to  exercise  such  right of setoff or to  enforce  such  security
interest  or by any delay in so doing.  Every right of setoff and  security
interest shall continue in full force and effect until such right of setoff
or security interest is specifically waived or released to an instrument in
writing executed by Lender.
    
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR.  Guarantor agrees that  the
Indebtedness  of  Borrower  to Lender, whether non  existing  or  hereafter
created,  shall  be  prior  to any claim that Guarantor  may  now  have  or
hereafter  acquire  against  Borrower,  whether  or  not  Borrower  becomes
insolvent.  Guarantor hereby expressly subordinates any claim Guarantor may
have  against Borrower, upon any account whatsoever, to claim  that  Lender
may now or hereafter have against Borrower.  In the event of insolvency and
consequent liquidation of the assets of Borrower through bankruptcy, by  an
assignment  for  the  benefit of creditors, by  voluntary  liquidation,  or
otherwise, the assets of Borrower applicable to the Lender.  Guarantor does
hereby  assign  to Lender all claims which it may have or  acquire  against
Borrower  or  against  any  assignee or trustee,  bankruptcy  of  Borrower,
provided  however,  that such assignment shall be effective  only  for  the
purpose  of  assuring to Lender full payment to Lender of the Indebtedness.
If  Lender  so  requests, any notes or credit agreements now  or  hereafter
evidencing any debts or obligations of Borrower, Guarantor shall be  marked
with  a  legend  that the same are subject to this Guaranty  and  shall  be
delivered to Lender.  Guarantor agrees, and Lender hereby is authorized, in
the  name  of  Guarantor, from time to time to execute  and  the  financing
statements and continuation statements and to execute such other  documents
and to take such other actions as Lender deems necessary or appropriate  to
perfect, preserve and enforce its right under the Guaranty.
     
<PAGE>

MISCELLANEOUS  PROVISIONS.  The following miscellaneous  provisions  are  a
part of this Guaranty.

Amendment.     This   Guaranty,  together  with  any   Related   Documents,
constitute;  the entire understanding and agreement of the  parties  as  to
the  matters set forth in this Guaranty.  No alteration of or amendment tot
his  Guaranty shall be effective unless given in writing and signed by  the
party  or  parties  sought  to be charged or bound  by  the  alteration  or
amendment.

Applicable  by  Law.   This  Guaranty has  been  delivered  to  Lender  and
accepted  by  Lender  in the State of New York.  If  there  is  a  lawsuit,
Guarantor  agrees  upon Lender's request to submit to the  jurisdiction  of
the  courts  of  Broome  County, State of New York.  Lender  and  Guarantor
hereby  waive  the  right to any jury trial in any action,  proceeding,  or
counterclaim  brought  by  either Lender or Guarantor  against  the  other.
This  Guaranty  shall be governed by and construed in accordance  with  the
laws of the State of New York.

Attorney's  Fees; Expenses.   Guarantor agrees to pay upon  demand  all  of
Lender's  costs  and  expenses, including reasonable  attorneys'  fees  and
Lender's  legal  expenses, incurred in connection with the  enforcement  of
this  Guaranty.   Lender may pay some else to help enforce  this  Guaranty,
and  Guarantor shall pay the costs and expenses of such enforcement.  Costs
and   expenses  include  Lender's  reasonable  attorneys'  fees  and  legal
expenses   whether  or  not  there  is  a  lawsuit,  including   reasonable
attorneys'  fees  and  legal  expenses  for  bankruptcy  proceedings   (and
including  efforts to modify or vacate any automatic stay  or  injunction),
appeals,  and any anticipated post-judgment collection services.  Guarantor
also  shall pay all court costs and such additional fees as may be directed
by the court.

Notices.    All notices required to be given by either party to  the  other
under  this  Guaranty  shall be in writing, may be sent  by  telefacsimile,
and,,  except for revocation notices by Guarantor, shall be effective  when
actually   delivered  or  when  deposited  with  a  nationally   recognized
overnight  courier,  or  when deposited in the United  States  mail,  first
class  postage prepaid, addressed to the party to whom the notice is to  be
given  at  the  address shown above or to such other  addresses  as  either
party  may  designate to the other in writing.  All revocation  notices  by
Guarantor shall be in writing and shall be effective only upon delivery  to
Lender as provided above in the section titled "DURATION OF GUARANTY'.   If
there  is  more than one Guarantor, notice to any Guarantor will constitute
notice  to all Guarantors.  For notice purposes, Guarantor agrees  to  keep
Lender informed at all times of Guarantor's current address.

Interpretation.   In  all cases where there is more than  one  Borrower  or
Guarantor,  then all words used in this Guaranty in the singular  shall  be
deemed  to  have been used in the plural where the context and construction
so  require;  and  where  there is more than  on  Borrower  named  in  this
Guaranty or when this Guaranty is executed by more than one Guarantor,  the
words  "Borrower" and "Guarantor" respectively shall mean all and  any  one
or  more  of  them.  The words "Guarantor", Borrower" and "Lender"  include
the  heirs, successors, assigns, and transferees of each of them.   Caption
headings in this Guaranty are for convenience purposes only and are not  to
be  used  to  interpret or define the provisions of this  Guaranty.   If  a
court of competent jurisdiction finds any provision of this Guaranty to  be
invalid  or  unenforceable  as to any person or  circumstance,  such  finds
shall  not  render that provision invalid or unenforceable as to any  other
persons  or  circumstances, and all provisions of this Guaranty  all  other
respects  shall  remain  valid and enforceable.  If  any  one  or  more  of
Borrower  or  Guarantor  are  corporations  or  partnerships,  it  is   not
necessary  for Lender to inquire into the powers of Borrower  or  Guarantor
or  of the officers, directors, partners, or agents acting or purporting to
act  on their behalf and any indebtedness made or created in reliance  upon
the  professed  exercise  of such powers shall  be  guaranteed  under  this
Guaranty.

Waiver.   Lender shall not be deemed to have waived any rights  under  this
Guaranty  unless such waiver is given in writing and signed by Lender.   No
delay  or  omission  on the part of Lender in exercising  any  right  shall
operate  as a waiver of such right or any other right.  A waiver by  Lender
of  a provision of this Guaranty shall not prejudice or constitute a waiver
of   Lender's  right  otherwise  to  demand  strict  compliance  with  that
provision  or  any other provision of this Guaranty.  No  prior  waiver  by
Lender,  nor  any  course of dealing between Lender  and  Guarantor,  shall
constitute  a  waiver of any of Lender's rights or of  any  of  Guarantor's
obligations as to any future transactions.  Whenever the consent of  Lender
is  required under this Guaranty, the granting of such consent by Lender in
any   instance  shall  not  constitute  continuing  consent  to  subsequent
instances where such consent is required and in all cases such consent  may
be granted or withheld in the sole discretion of Lender.

GUARANTOR'S  FINANCIAL  STATEMENTS.  Guarantor  will  furnish  Lender  with
Guarantor's  signed personal financial statement certified by Guarantor  as
being  true and correct and a copy of Guarantor's Federal Income Tax return
with  schedules.  These financial statements will be furnished as  soon  as
possible but in no event later than 120 days after the end of each calendar
year.   Guarantor  agrees  to  promptly notify Lender  of  any  substantial
adverse change in Guarantor's financial condition.

EACH  UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS  OF
THIS  GUARANTY  AND  AGREES  TO  ITS TERMS.  IN  ADDITION,  EACH  GUARANTOR
UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION  AND
DELIVERY  OF  THIS GUARANTY TO LENDER AND THAT THE GUARANTY  WILL  CONTINUE
UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF
GUARANTY".   NO  FORMAL  ACCEPTANCE BY LENDER IS  NECESSARY  TO  MAKE  THIS
GUARANTY EFFECTIVE.  THIS GUARANTY IS DATED FEBRUARY 18, 1997.

GUARANTOR;

Name: /s/ David L. Koffman

<PAGE>

INDIVIDUAL ACKNOWLEDGMENT

STATE 0F NEW YORK  )
                   ) ss
COUNTY OF NEW YORK )

On  this  day before me, the undersigned Notary Public, personally appeared
DAVID  L.  KOFFMAN, to me known to be the individual described  in  an  who
executed  the Commercial Guaranty, and acknowledged that he or  she  signed
the  Guaranty  of his or her free and voluntary act and deed for  the  uses
and purposes therein mentioned.

Given under my hand this 18th Day of February, 1997.

By:  Danita  V.  Cade      Residing at 150 E. 52nd St., 17th Floor, NY, NY 10022

Notary Public in and for the State of New York     My Commission Expires 5/31/98

DANITA V CADE   Notary Public State of New York   No 41-4933504
Qualified in Queens County   Commission Expires May 31, 1998

<PAGE>

                                EXHIBIT 10(34)
                                --------------

SUBORDINATED PROMISSORY NOTE
$1,100,000.00                                March 12, 1997
    
           FOR  VALUE  RECEIVED,  the  undersigned  Rosalco,  Inc.,  a  Delaware
corporation  (the  "Maker"), hereby promises to pay to Jayark corporation,  (the
"Holder"), at 300 Plaza Drive, Vestal, New York   13850, or at such other  place
as the Holder may from time to time designate in writing, in lawful money of the
United  States of America and in immediately available funds, the principal  sum
of  ONE  MILLION  ONE  HUNDRED THOUSAND DOLLARS ($1,100,000.00),  together  with
interest  on such principal sum at the rate of eight percent (8%) per  annum  by
payment  of  interest  only on the first day of each month commencing  April  1,
1997.

           The total principal outstanding and accrued and unpaid interest shall
be  due and payable on the earlier of (i) demand (provided that no demand may be
made  prior  to  May  30,  1997) or (ii) the calling  for  payment,  whether  by
acceleration,  demand, default, maturity or otherwise of that certain  Loan  and
Security Agreement (All Assets), dated as of April 29, 1996 made by State Street
Bank  and  Trust  Company, as lender, and Rosalco, Inc., as borrower.   Interest
shall be calculated on the basis of actual days elapsed and a 360-day year.

           The principal and accrued interest under this Note may be prepaid  by
the Maker, in whole or in part, without premium or penalty.

           The  right  to  receive  payments under this Note  is  and  shall  be
subordinated  to  the prior payment in full and in cash of all  amounts  payable
under  the  Senior  Indebtedness (as hereinafter defined)  of  Maker  (including
interest  thereon)  from  time  to  time  outstanding,  and  pursuant   to   the
Subordination  Agreement  to  be executed simultaneously  herewith  between  the
lender  of  the Senior Indebtedness and the Holder of this Note.  No payment  or
prepayment of any amount of principal or interest under this Note shall be  made
without the written consent of the Senior Lender (as hereinafter defined).  Upon
any dissolution, winding up or total or partial liquidation or reorganization of
Maker,  the  Senior  Indebtedness  shall  be  paid  in  full  in  cash  or  cash
equivalents,  before  the Holder shall be entitled to  receive  any  payment  of
principal of or interest on this Note or any

<PAGE>

distribution  of  any  assets  or  securities.   If,  notwithstanding  the
foregoing, the Holder shall receive any payment under this Note at a  time  when
such  payment  is  prohibited  or  before the payment  in  full  of  all  Senior
Indebtedness  of Maker, then such payment or distribution shall be received  and
paid  over or delivered to the holders of the Senior Indebtedness to the  extent
necessary  to  pay  in  full  the  principal of  and  interest  on  such  Senior
Indebtedness in accordance with its terms.  "Senior Indebtedness" shall mean all
obligations  of  Maker  to  State Street Bank and  Trust  Company  (the  "Senior
Lender") intended to be executed simultaneously herewith.

           This Note shall, at the option of the Holder, become immediately  due
and payable upon the occurrence of any of the following events:

                a.   failure  of the Maker to pay the principal or interest  due
under this Note, after 10 days notice to the Maker;

                b.   insolvency of the Maker or its inability to  pay  debts  as
they mature;

                c.   voluntary  application by the Maker to a tribunal  for  the
appointment  of a trustee or receiver of any substantial part of the  assets  of
the  Maker or the voluntary commencement of proceedings by the Maker (other than
for  voluntary liquidation and/or dissolution of a subsidiary of the Maker) with
respect   to  the  Maker  under  any  bankruptcy,  reorganization,  arrangement,
insolvency, readjustment of debt, dissolution or other liquidation  law  of  any
jurisdiction;

                d.   application  to  such  tribunal  or  commencement  of  such
proceedings  against  the Maker by a third party, and the  Maker  indicates  its
approval, consent or acquiescence, or an order is entered appointing a  receiver
or  trustee  or  adjudicating the Maker bankrupt or insolvent or  approving  the
petition  in  any such proceeding, and such order remains in effect  for  ninety
(90) days; or

                e.   any conveyance of all or substantially all of the assets of
Maker;

                This  Note is executed and delivered by Maker  as described in a
Forbearance and Modification Agreement among the Maker, Jayark corporation, AVES
Audio visual Systems, Inc. and the Senior Lender. (the "Agreement").
          
<PAGE>

                Presentment, protest, notice of nonpayment and protest and all
other similar notices are hereby waived by the Maker.

           In  any  action  for collection of this Note, the court  shall  award
costs  and expenses in the action, including reasonable attorneys' fees, to  the
prevailing party.  If the positions of the parties are partially sustained,  the
court may allocate the costs and expenses proportionately as it deems equitable,
or not at all.

           This  Note may not be modified orally.  Any notice relating  to  this
Note  shall  be  in  writing and effective only when it has  been  delivered  as
required  for  notices under the Asset Purchase Agreement.  This Note  shall  be
interpreted  and the rights and liabilities of the parties hereto determined  in
accordance with the laws of the State of Illinois applicable to agreements  made
and  to  be  performed entirely within such State. The provisions of  this  Note
shall  be binding upon the Maker and its successors and assigns, and shall inure
to the benefit of the Holder and its legal assigns.


           Intending to be bound, the Maker has caused this Note to be  executed
by its duly authorized President, as of the day and year first above written.

Rosalco, Inc.

Name: /s/ David L. Koffman    
Title: Chairman