EXHIBIT 10.46

                                CREDIT AGREEMENT


         This  Credit  Agreement  ("Agreement")  is  made  and  entered  into on
December 8 , 1998, by and between Asset Liquidation  Group, Inc., a corporation,
("Borrower") and Imperial Bank, a California banking corporation, ("Bank").

         Subject to the terms and  conditions  of this  Agreement,  any security
agreement(s)  executed  by Borrower  in favor of Bank,  any note(s)  executed by
Borrower  in favor of Bank,  or any other  agreements  executed  in  conjunction
therewith (collectively, the "Loan Documents"), Bank shall make the loans and or
advances  (individually a "Loan" and collectively  "Loans") referred to below to
Borrower.

         In consideration of mutual covenants and conditions hereof, the parties
hereto agree as follows:

1.       AMOUNT AND TERMS OF CREDIT


1.01     Revolving Credit Commitment.

         (a).  Revolving Line of Credit.  Subject to the terms and conditions of
this  Agreement,  provided  that no event of default  then has  occurred  and is
continuing,  Bank shall,  upon  Borrower's  request  make  advances  ("Revolving
Loans") to Borrower,  for working capital  purposes,  in an amount not to exceed
$3,000,000  (the  "Revolving  Line of  Credit")  until  December  8,  2000  (the
"Revolving  Line of Credit  Maturity  Date").  Revolving Loans may be repaid and
reborrowed,  provided that all outstanding principal and accrued interest on the
Revolving Loans shall be payable in full on the Revolving Credit Maturity Date.

         (b) Revolving Note. The interest rate, principal and interest payments,
maturity date and certain other terms of the Revolving Loan will be contained in
a promissory  note dated the date of this  agreement,  as such may be amended or
replaced from time to time.

1.02  Loan Fee.  In  addition  to any  other  amounts  due,  or to  become  due,
concurrent with the execution  hereof,  in connection with the Revolving Line of
Credit,  Borrower  shall  pay to  Bank a loan  fee of  Thirty  Thousand  Dollars
($30,000), Borrower has paid, and Bank hereby acknowledges receipt of in respect
of the  Revolving  Line of Credit,  a loan fee in the amount of Thirty  Thousand
Dollars ($30,000).

1.03.  Documentation  Fee, Costs and Expenses.  In addition to any other amounts
due, or to become due,  concurrently with the execution hereof,  Borrower agrees
to pay to Bank a  documentation  fee in the amount of $250,  and all other costs
and expenses  incurred by the Bank in the  preparation  of this  Agreement,  the
other Loan Documents and the perfection of any security interest granted to Bank
by Borrower.

1.04  Collateral.  Borrower  shall  grant or cause to be granted to Bank a first
priority  lien on any and all  personal  property  assets of  Borrower  which is
assigned or  hereafter  is assigned to Bank as security or in which Bank now has
or  hereafter  acquires  a security  interest  or  pursuant  to the terms of any
security agreement,  an intellectual property security agreement or otherwise as
security for all of Borrower's obligations to Bank.

1.05 Collection of Payments.  Borrower  authorizes Bank to collect all interest,
fees,  costs,  and/or  expenses due under this Agreement by charging  Borrower's
demand deposit  account  number  88010051 with Bank, or any other demand deposit
account  maintained by Borrower with Bank, for the full amount  thereof.  Should
there be  insufficient  funds in any such demand deposit account to pay all such
sums when due, the full amount of such  deficiency  shall be immediately due and
payable by Borrower.
<PAGE>



2.       REPRESENTATIONS OF BORROWER

                  Borrower represents and warrants that:

2.01  Existence  and  Rights.  Borrower is a  corporation,  duly  organized  and
existing and in good standing under the laws of the state of California, without
limit as to the duration of its existence  each  Borrower is  authorized  and in
good  standing to do business in the state of its  incorporation;  each Borrower
has the appropriate powers and adequate authority,  rights and franchises to own
its  property  and to  carry  on its  business  as now  conducted,  and is  duly
qualified  and in good  standing  in each  state in which the  character  of the
properties  owned by it  therein  or the  conduct  of its  business  makes  such
qualification  necessary;  and Borrower has the power and adequate  authority to
make and carry out this Agreement.

2.02  Agreement  Authorized.  The  execution,  delivery and  performance of this
Agreement  and the Loan  Documents  are duly  authorized  and do not require the
consent or approval of any governmental body or other regulatory authority;  are
not in contravention of or in conflict with any law or regulation or any term or
provision of Borrower's  charter/articles of incorporation,  by-laws,  operating
agreement,  or similar  document as the case may be, and this  Agreement  is the
valid, binding and legally enforceable obligation of Borrower in accordance with
its terms;  subject only to  bankruptcy,  insolvency  or similar laws  affecting
creditors rights generally.

2.03 No Conflict. The execution,  delivery and performance of this Agreement and
the  Loan  Documents  are  not  in  contravention  of or in  conflict  with  any
agreement,  indenture or undertaking to which Borrower is a party or by which it
or any of its  property  may be bound or  affected,  and do not  cause any lien,
charge or other  encumbrance  to be created or imposed upon any such property by
reason thereof.

2.04 Litigation. Except as disclosed in writing to bank by Borrower, there is no
litigation  or other  proceeding  pending or  threatened  against  or  affecting
Borrower which if determined  adversely to Borrower or its interest would have a
material adverse effect on the financial condition of Borrower,  and Borrower is
not in default with respect to any order, writ, injunction,  decree or demand of
any court or other governmental or regulatory authority.

2.05  Financial  Condition.  The  consolidated  balance  sheet of Borrower as of
August 31, 1998,  and the related profit and loss statement for the eight months
(8) ended as of that date, a copy of which has heretofore been delivered to Bank
by Borrower,  and all other statements and data submitted in writing by Borrower
to Bank in  connection  with this request for credit are true and  correct,  and
said balance sheet truly presents the financial  condition of Borrower as of the
date  thereof,  and has been  prepared in  accordance  with  generally  accepted
accounting principles on a basis consistently maintained.  Since such date there
have been no material adverse changes in the financial  condition or business of
Borrower. Borrower has no knowledge of any liabilities, contingent or otherwise,
at such date not reflected in said balance  sheet,  and Borrower has not entered
into any special commitments or substantial contracts which are not reflected in
said  balance  sheet,  other  than in the  ordinary  and  normal  course  of its
business,  which  may  have a  materially  adverse  effect  upon  its  financial
condition, operations or business as now conducted.

2.06 Title to Assets.  Borrower  has good title to its assets,  and the same are
not subject to any liens or  encumbrances  other than those permitted by Section
5.03 hereof.

2.07  Tax Status.  Borrower has no liability for any delinquent state,  local or
federal  taxes,  and, if Borrower has  contracted  with any  government  agency,
Borrower has no liability for renegotiation of profits.

2.08  Trademarks,  Patents.  Borrower,  as of the  date  hereof,  possesses  all
necessary  trademarks,  trade names,  copyrights,  patents,  patent rights,  and
licenses to conduct its  business as now  operated,  without any known  conflict
with the valid trademarks,  trade names, copyrights,  patents and license rights
of others.
<PAGE>

2.09 Regulation U. None of the proceeds of any Loan shall be used to purchase or
carry margin stock (as defined within  Regulation U of the Board of Governors of
the Federal Reserve system).

2.10  ERISA.  All  defined  benefit  pension  plans as defined in the  Employees
Retirement Income Security Act of 1974, as amended ("ERISA"),  of Borrower meet,
as of the date hereof,  the minimum  funding  standards of Section 302 of ERISA,
and no  Reportable  Event or  Prohibited  Transaction  as  defined  in ERISA has
occurred with respect to any such plan.

2.11 Year 2000 Compliance.  Borrower and its subsidiaries,  as applicable,  have
reviewed the areas within their operations and business which could be adversely
affected  by, and have  developed  or are  developing  a program to address on a
timely basis, the Year 2000 Problem and have made related appropriate inquiry of
material suppliers and vendors,  and based on such review and program,  the Year
2000  Problem  will not  have a  material  adverse  effect  upon  its  financial
condition,  operations or business as now  conducted.  "Year 2000 Problem" means
the possibility that any computer applications or equipment used by Borrower may
be unable to recognize and properly perform date sensitive  functions  involving
certain dates prior to and any dates one or after December 31, 1999.


3.       CONDITIONS PRECEDENT TO LOAN.

                  Prior to Bank being  obligated  to make any Loan  pursuant  to
this Agreement, Bank must receive all of the following, each of which must be in
form and substance satisfactory to Bank:

3.01 Promissory Note(s). Original, executed promissory note(s).

3.02 Security  Agreement.  Original,  executed security  agreements covering the
personal property  collateral securing the Loans and the collateral securing the
Continuing Guarantee of Public Liquidation systems, Inc..

3.03  Financing  Statement.  Financing  statements  executed by Borrower and any
grantor of security.

3.04 Guarantee(s).  Continuing  Guarantee(s) in favor of Bank executed by Donald
Haidl in the amount of $3,000,000 and Public Liquidation  Systems,  Inc., in the
amount of  $3,000,000,  "Guarantor"  individually  a Guarantor and jointly the "
Guarantors".

 3.05  Insurance.  Borrower  shall have  delivered to Bank evidence of insurance
coverage required pursuant to Section 4.03 in form, substance, amounts, covering
risks and issued by companies  satisfactory to Bank, and where required by Bank,
with loss payable endorsements in favor of Bank.

3.06 Organizational  Documents.  Copies of the charter/articles of incorporation
or similar document as the case may be, of the Borrower and Guarantor.

3.07  Authorizations.  Certified  copies of all action  taken by the Borrower to
authorize the execution, delivery and performance of the Loan Documents.

3.08 Good Standing . Good standing  certificates from the appropriate  secretary
of state of the state in which the  Borrower  and  Guarantor  is  required to be
qualified to do business.

3.09  Additional  Documents.  Such other  documents as Bank may reasonable  deem
necessary.

<PAGE>


4.       AFFIRMATIVE COVENANTS OF BORROWER

                  Borrower agrees that so long as it is indebted to Bank,  under
borrowings,  or other  indebtedness,  or so long as Bank has any  obligation  to
extend  credit to  Borrower  it will,  unless  Bank shall  otherwise  consent in
writing:

4.01 Rights and  Facilities.  Maintain and preserve all rights,  franchises  and
other  authority  adequate  for  the  conduct  of  its  business;  maintain  its
properties,  equipment  and  facilities  in good order and  repair;  conduct its
business  in  an  orderly  manner  without  voluntary  interruption  and,  if  a
corporation or partnership, maintain and preserve its existence.

4.02 Use of Proceeds.  Use the proceeds of the Loans only for purposes specified
in Section 1 of this Agreement.

4.03  Insurance.   Maintain  public  liability,  property  damage  and  workers'
compensation  insurance and insurance on all its insurable property against fire
and other  hazards with  responsible  insurance  carriers to the extent  usually
maintained  by  similar  businesses  and/or  in the  exercise  of good  business
judgment. Bank to be shown as Lenders Loss Payee on such policies.

4.04 Taxes and Other  Liabilities.  Pay and  discharge,  before the same  become
delinquent and before  penalties  accrue  thereon,  all taxes,  assessments  and
governmental  charges upon or against it or any of its  properties,  and all its
other liabilities at any time existing, except to the extent and so long as:

                  (a)  The  same  are  being  contested  in  good  faith  and by
         appropriate  proceedings  in such manner as not to cause any materially
         adverse effect upon its financial condition or the loss of any right of
         redemption from any sale thereunder; and

                  (b) It shall have set aside on its books reserves  (segregated
         to the extent  required  by  generally  accepted  accounting  practice)
         deemed by it to be adequate with respect thereto.

4.05 Records and Reports. Maintain a standard and modern system of accounting in
accordance with generally accepted accounting principles on a basis consistently
maintained;  permit Bank's representatives to have access to, and to examine its
properties, books and records at all reasonable times and upon reasonable notice
during normal business hours; and furnish Bank:

                  (a) Quarterly Financial Statement.  As soon as available,  and
         in any  event  within  forty  five  (45)  days  after the close of each
         quarter,  a consolidated  balance sheet,  profit and loss statement and
         reconciliation  of Borrower's  capital balance accounts as of the close
         of such period and covering  operations  for the portion of  Borrower's
         fiscal year ending on the last day of such  period,  all in  reasonable
         detail and reasonably  acceptable to Bank, in accordance with generally
         accepted  accounting  principles on a basis consistently  maintained by
         Borrower and certified by an appropriate officer of Borrower.

                  (b) Annual Financial Statement.  As soon as available,  and in
         any event  within  one  hundred  twenty  (120) days after and as of the
         close of each fiscal year of Borrower,  a consolidated  report of audit
         of Company, all in reasonable detail, prepared on a audited basis by an
         independent  certified  public  accountant  selected  by  Borrower  and
         reasonably  acceptable to Bank, in accordance  with generally  accepted
         accounting  principles on a basis  consistently  maintained by Borrower
         and certified by an appropriate officer of Borrower;


<PAGE>

                  (c) Audit  Reports.  Promptly  after the  receipt  thereof  by
         Borrower, copies of any detailed audit reports submitted to Borrower by
         independent  accountants in connection with each annual or interim work
         on the accounts of Borrower made by such accountants;

                  (d) Guarantors' Financial Statements.  Cause each Guarantor to
         submit to Bank such Guarantor's  financial  statement,  confirmed as to
         its  correctness  by  Guarantor's  signature,  either on Bank's form or
         prepared by an independent certified public accountant, together with a
         copy of such  Guarantor's  federal  income tax return for the  previous
         calendar  year,  no later than ten (10)  after  filing of same with the
         Internal Revenue Service.

                  (e) Other Information.  Such other information relating to the
         affairs of Borrower  as the Bank  reasonably  may request  from time to
         time.

4.06 Liquidity Ratio. Maintain on a quarterly basis a consolidated minimum ratio
of cash plus accounts receivable divided by trade accounts payable to consignors
of 1.10:1.00 beginning on March 31, 1999 and every quarter thereafter.

4.07 Tangible Net Worth.  Maintain on a quarterly basis a consolidated  Tangible
Net  Worth  (defined  as  stockholder's  equity  less any  value  for  goodwill,
trademarks,  patents,  copyrights,  leaseholds,  organization  expense and other
similar  intangible items, and any amounts due from  stockholders,  officers and
affiliates)  plus  Subordinated  Debt of not less  than  Five  Hundred  Thousand
Dollars  ($500,000)  beginning  March 31, 1999 increased to One Million  Dollars
($1,000,000) at December 31, 1999 and every quarter thereafter.

4.08 Debt to Net Worth.  Maintain on a quarterly  basis a consolidated  ratio of
total  liabilities to Tangible Net Worth of not greater than 6.00:1.0  beginning
March 31,  1999  reduced to 4.00:1.0  at  December  31,  1999 and every  quarter
thereafter..

4.09  Profitability.  Maintain and retain on a  consolidated  basis,  profitable
operations  (meaning a net profit after taxes) of at least Five Hundred Thousand
Dollars ($500,000) on a annual basis at fiscal year end.

4.10  Guarantor  Liquidity.  Cause the  persoanl  guarantor,  Donald  Haidl,  to
maintain on a daily basis a minimum of $1,000,000  in liquid assets  (defined as
cash, cash equivalents and marketable securities).

4.11 ERISA.  Cause all defined  benefit  pension plans,  as defined in ERISA, of
Borrower to, at all times,  meet the minimum funding standards of Section 302 of
ERISA, and ensure that no Reportable Event or Prohibited Transaction, as defined
in ERISA, will occur with respect to any such plan.

4.12 Laws.  At all times comply with,  or cause to be complied  with,  all laws,
statues, rules, regulations, orders and directions of any governmental authority
having jurisdiction over Borrower or Borrower's business.

4.13 Use of  Proceeds.  Use the  proceeds  of the  Loans  only for the  purposes
specified in Section 1
herein.

4.14 GAAP.  Compliance with all financial covenants shall be calculated based on
generally  accepted  accounting  principles  applied  on a  consistent  basis as
maintained by Borrower.

4.15 Year 2000 Compliant.  Borrower shall perform all acts reasonably  necessary
to  ensure  that  (a)  Borrower  and any  business  in  which  Borrower  holds a
substantial  interest,  and (b) all  customers,  suppliers  and vendors that are
material to Borrower's business,  become Year 2000 Compliant in a timely manner.
Such acts shall include,  without limitation,  performing a comprehensive review
and  assessment of all  Borrower's  systems and adopting a detailed  plan,  with
itemized budget, for the remediation, monitoring and testing of such systems. As
used in this  paragraph,  "Year 2000  Compliant"  shall  mean,  in regard to any
entity,  that all  software,  hardware,  firmware,  equipment,  goods or systems
utilized by or material to the business  operations  or  financial  condition of
such entity, will properly perform date sensitive  functions before,  during and
after the year 2000. Borrower shall,  immediately upon request, provide to Agent
such certifications or other evidence of Borrower's compliance with the terms of
this paragraph as Bank may from time to time require.
<PAGE>

4.16 Operating Accounts.  Maintain all primary accounts and banking relationship
with the Bank.  Maintain,  or cause to be  maintained,  on  deposit  with  Bank,
non-interest  bearing demand deposit balances  sufficient to compensate Bank for
all services provided by Bank.  Balances shall be calculated after reduction for
the reserve  requirement of the Federal Reserve Board and uncollected funds. Any
deficiencies shall be charged directly to the Borrower on a monthly basis.

4.17 Notices. Promptly notify Bank in writing of (i) the occurrence of any Event
of Default  hereunder  or any event which upon notice and lapse of time would be
an Event of Default;  (ii) all litigation affecting Borrower where the amount is
$10,000 or more; any  substantial  dispute which may exist between  Borrower and
any  governmental  regulatory body or law enforcement  authority;  any change in
Borrower's  name or principal  place of business;  or any other matter which has
resulted or might result in a material  adverse  change in Borrower's  financial
condition or operations.


5.                NEGATIVE COVENANTS OF BORROWER

Borrower  agrees that so long as it is indebted to Bank,  or so long as Bank has
any obligation to extend credit to Borrower, it will not, without Bank's written
consent:

5.01 Type of  Business;  Management;  Change in  Control.  Make any  substantial
change in the  character  of its  business;  make any  change  in its  executive
management or permit the current  shareholders  to decrease  their  ownership in
Borrower.

5.02  Outside  Indebtedness.  Create,  incur,  assume  or  permit  to exist  any
indebtedness  for  borrowed  moneys  other  than  Loans  from  the  Bank  except
obligations  now existing as shown in the financial  statement  dated August 31,
1998,  excluding  those  obligations  being  refinanced  by Bank and other  than
indebtedness  incurred to purchase that property  located at 1 Oak Road Benicia,
CA 94510  and the  unsecured  term  loan  financing  the  improvements  for said
property, or sell or transfer,  either with or without recourse, any accounts or
notes receivable or any moneys due or to become due.

5.03 Liens and  Encumbrances.  Create,  incur,  or assume any mortgage,  pledge,
encumbrance,  lien or charge  of any kind upon any asset now owned or  hereafter
acquired by it,  other than liens for taxes not  delinquent  and liens in Bank's
favor and other than lies agreed to in writing by Bank.

5.04 Loans,  Investments,  Secondary Liabilities.  Make any loans or advances to
any person or other entity  other than in the ordinary and normal  course of its
business as now conducted or make any investment in the securities of any person
or other  entity  other than the  United  States  Government;  or  guarantee  or
otherwise  become  liable  upon the  obligation  of any person or other  entity,
except by endorsement of negotiable instruments for deposit or collection in the
ordinary and normal course of its business.

5.05 Sale of Business;  Merger or Consolidation.  Liquidate,  dissolve, merge or
consolidate,  or commence any proceedings therefor; or sell any assets except in
the ordinary and normal course of its business as now conducted; or sell, lease,
assign, or transfer any substantial part of its business or fixed assets, or any
property or other assets  necessary for the  continuance  of its business as now
conducted,  including  without  limitation  the selling of any property or other
asset accompanied by the leasing back of the same.

5.06  Capital  Expenditures.  Make or incur  obligations  for  fixed or  capital
assets, which includes purchase money indebtedness or capital lease obligations,
but  excluding  real estate  property in excess of $500,000 from the date hereof
until December 31, 1999 or $500,000 in any twelve (12) month period thereafter.

5.07  Operating  Lease  Expenditures.  Make or incur  obligations  for operating
leases  for real or  personal  property  in excess of  $1,000,000  from the date
hereof  until  December 31, 1999 or  $1,000,000  in any twelve (12) month period
thereafter.
<PAGE>


6.       EVENTS OF DEFAULT

The occurrence of any of the following  events of default  ("Events of Default")
shall, at Bank's option,  terminate Bank's  commitment to lend and make all sums
of principal and interest then remaining  unpaid on all Borrower's  indebtedness
to Bank immediately due and payable, all without demand,  presentment or notice,
all of which are hereby expressly waived:

6.01 Failure to Pay.  Failure to pay any installment of principal or of interest
on any indebtedness of Borrower to Bank within, five (5) days of its due date.

6.02  Breach of  Covenant.  Failure of  Borrower  to  perform  any other term or
condition of this Agreement or any Loan Document binding upon Borrower.

6.03 Breach of Warranty.  Any of Borrower's  representations  or warranties made
herein or any  statement or  certificate  at any time given in writing  pursuant
hereto or in connection herewith shall be false or misleading in any respect.

6.04 Insolvency;  Receiver or Trustee. Borrower shall become insolvent; or admit
its  inability to pay its debts as they mature;  or make an  assignment  for the
benefit of creditors;  or apply for or consent to the  appointment of a receiver
or trustee for it or for a substantial part of its property or business.

6.05 Judgments,  Attachments.  Any money judgment in excess of $10,000,  writ or
warrant of  attachment,  or similar  process  shall be entered or filed  against
Borrower or any of its assets and shall remain  unvacated,  unbonded or unstayed
for a period of ten (10) days or in any event  later than five (5) days prior to
the date of any proposed sale thereunder.

6.06  Bankruptcy.   Bankruptcy,   insolvency,   reorganization   or  liquidation
proceedings or other  proceedings for relief under any bankruptcy law or any law
for the relief of debtors  shall be  instituted  by or against  Borrower and, if
instituted   against  it,  shall  not  be  dismissed  within  thirty  (30)  days
thereafter.

6.07  Revocation  of  Guarantee  Subordination   Agreement.   Any  Guarantee  or
subordination  agreement required hereunder is breached or becomes  ineffective;
or any  Guarantor or  subordination  creditor  disavows or attempts to revoke or
terminate such guarantee or subordination agreement.

6.08 Cessation of Business. Borrower shall voluntarily suspend its business.

6.09 Adverse  Change.  Any change  which,  in the opinion of Bank, is materially
adverse to the financial condition of Borrower or any Guarantor; or should Bank,
for any reason,  believe that the prospect of Borrower's  payment or performance
hereunder or under any other agreement or instrument with Bank be impaired.

6.10 Other  Defaults.  Borrower,  or any Guarantor of Borrower's  obligations to
Bank,  shall  commit or do or fail to commit or do any act or thing  which would
constitute  an event of default  under any of the terms of any other  agreement,
document  or  instrument  executed  or  to be  executed  by  it  concerning  the
obligation to pay money.

6.11 Advances.  Notwithstanding  anything to the contrary contained herein, Bank
shall  have  no  duty to  make  advances  while  any  event  of  default  exists
notwithstanding any cure period provided for herein.


7.       MISCELLANEOUS PROVISIONS

7.01 Failure or Indulgence  Not Waiver.  No failure or delay on the part of Bank
or any holder of notes issued hereunder,  in the exercise of any power, right or
privilege  hereunder shall operate as a waiver thereof,  nor shall any single or
partial exercise of any such power, right or privilege preclude other or further
exercise  thereof  or of any other  right,  power or  privilege.  All rights and
remedies existing under this Agreement or any note (s) issued in connection with
a Loan that Bank may make  hereunder,  are  cumulative to, and not exclusive of,
any rights or remedies otherwise available.

7.02  Counterparts;  Entire  Agreement.  This  Agreement  may be executed by the
parties hereto in several  counterparts,  each of which shall be deemed to be an
original  and all of  which  shall  constitute  together  but  one and the  same
agreement.  This Agreement,  and the other Loan Documents  constitute the entire
understanding among the parties hereto with respect to the subject matter hereof
and supersede any prior agreements, written or oral, with respect thereto.
<PAGE>

7.03  Attorney's  Fees.  Borrower will pay promptly to Bank without demand after
notice,  with  interest  thereon  from  the  date  of  expenditure  at the  rate
applicable to the Loan,  reasonable  attorneys'  fees and all costs and expenses
paid or  incurred  by Bank in  collecting  or  compromising  the Loan  after the
occurrence  of an Event of  Default,  whether  or not suit is filed.  If suit is
brought to enforce any provision of this Agreement,  the prevailing  party shall
be  entitled  to  recover  its  reasonable  attorneys'  fees and court  costs in
addition to any other remedy or recovery awarded by the court.

7.04  Additional  Remedies.  The  rights,  powers  and  remedies  given  to Bank
hereunder  shall be cumulative and not  alternative  and shall be in addition to
all rights,  powers and  remedies  given to Bank by law against  Borrower or any
other  person,  including but not limited to Bank's rights of setoff or banker's
lien.

7.05 Inurement. The benefits of this Agreement shall inure to the successors and
assigns of Bank and the permitted successors and assigns of Borrower.

7.06  Applicable  Law. This Agreement and all other  agreements and  instruments
required by Bank in  connection  therewith  shall be  governed by and  construed
according to the laws of the state of California,  to the  jurisdiction of whose
courts the parties hereby agree to submit.

7.07 Offset.  In addition to and not in  limitation of all rights of offset that
Bank or other holder of the Loan may have under  applicable  law,  Bank or other
holder of any note issued hereunder  shall,  upon the occurrence of any Event of
Default or any event which with the passage of time or notice  would  constitute
such an Event of Default, have the right to appropriate and apply to the payment
of the Loan any and all  balances,  credits,  deposits,  accounts  or  monies of
Borrower  then or  thereafter  with Bank or other  holder,  within ten (10) days
after the Event of Default, and notice of the occurrence of any Event of Default
by Bank to Borrower.

7.08  Severability.  Should  any  one or more  provisions  of the  Agreement  be
determined to be illegal or  unenforceable,  all other  provisions  nevertheless
shall be effective.

7.09 Time of the Essence.  Time is hereby  declared to be of the essence of this
Agreement and of every part hereof.

7.10  Accounting.  All  accounting  terms shall have the meanings  applied under
generally accepted accounting principles unless otherwise specified.

7.11              Reference Provision.

         (a)  Other  than  (i)  nonjudicial   foreclosure  and  all  matters  in
connection  therewith regarding security interests in real or personal property;
or (ii) the  appointment  of a receiver,  or the  exercise of other  provisional
remedies  (any and all of which may be initiated  pursuant to  applicable  law),
each  controversy,  dispute  or claim  between  the  parties  arising  out of or
relating to this Credit Agreement,  any security  agreement executed by Borrower
in favor of Bank or any note  executed by Borrower in favor of Bank or any other
agreement or  instrument  issued in favor of Bank by Borrower  (collectively  in
this  Section,  the  "Agreement")  which  controversy,  dispute  or claim is not
settled in writing  within  thirty (30) days after the "Claim Date"  (defined as
the date on which a party subject to this Agreement  gives written notice to all
other parties that a controversy, dispute or claim exists), will be settled by a
reference  proceeding in California in accordance with the provisions of Section
638 et seq.  of the  California  Code of Civil  Procedure,  or  their  successor
section ("CCP"),  which shall constitute the exclusive remedy for the settlement
of any  controversy,  dispute  or claim  concerning  this  Agreement,  including
whether  such  controversy,  dispute  or  claim  is  subject  to  the  reference
proceeding  and except as set forth  above,  the parties  waive their  rights to
initiate any legal  proceedings  against each other in any court or jurisdiction
other than the Superior Court in the County where the Real Property,  if any, is

<PAGE>

located  or San Diego  County  if none (the  "Court").  The  referee  shall be a
retired Judge of the Court selected by mutual  agreement of the parties,  and if
they  cannot so agree  within  forty-five  (45) days after the Claim  Date,  the
referee shall be promptly  selected by the Presiding  Judge of the Court (or his
representative).  The referee  shall be appointed  to sit as a temporary  judge,
with all of the powers for a temporary  judge,  as  authorized  by law, and upon
selection  should take and  subscribe  to the oath of office as provided  for in
Rule 244 of the California  Rules of Court (or any  subsequently  enacted Rule).
Each party shall have one  peremptory  challenge  pursuant to CCP ss.170.6.  The
referee  shall (a) be requested to set the matter for hearing  within sixty (60)
days after the date of  selection  of the referee and (b) try any and all issues
of law or fact and report a statement of decision upon them, if possible, within
ninety (90) days of the Claim Date. Any decision rendered by the referee will be
final,  binding and  conclusive  and judgment  shall be entered  pursuant to CCP
ss.644 in any court in the state of California  having  jurisdiction.  Any party
may  apply  for a  reference  proceeding  at any time  after  thirty  (30)  days
following notice to any other party of the nature of the controversy, dispute or
claim, by filing a petition for a hearing and/or trial. All discovery  permitted
by this Agreement  shall be completed no later than fifteen (15) days before the
first  hearing  date  established  by the  referee.  The referee may extend such
period in the event of a party's refusal to provide requested  discovery for any
reason whatsoever,  including,  without  limitation,  legal objections raised to
such  discovery  or  unavailability  of a witness due to absence or illness.  No
party shall be entitled to "priority" in conducting  discovery.  Depositions may
be taken by either  party upon seven (7) days  written  notice,  and request for
production or inspection of documents shall be responded to within ten (10) days
after service.  All disputes  relating to discovery  which cannot be resolved by
the parties shall be submitted to the referee whose  decision shall be final and
binding upon the parties. Pending appointment of the referee as provided herein,
the Superior Court is empowered to issue temporary and/or provisional  remedies,
as appropriate.

         (b) Except as expressly set forth in this Agreement,  the referee shall
determine  the manner in which the reference  proceeding is conducted  including
the time and place of all hearings,  the order of presentation of evidence,  and
all other  questions  that  arise with  respect  to the course of the  reference
proceeding.  All proceedings and hearings  conducted before the referee,  except
for trial,  shall be  conducted  without a court  reporter  except that when any
party so requests, a court reporter will be used at any hearing conducted before
the  referee.  The party  making  such a request  shall have the  obligation  to
arrange for and pay for the court  reporter.  The costs of the court reporter at
the trial shall be borne equally by the parties.

         (c) The referee shall be required to determine all issues in accordance
with existing case law and the statutory  laws of the state of  California.  The
rules of evidence  applicable to  proceedings  at law in the state of California
will be applicable to the reference  proceeding.  The referee shall be empowered
to enter  equitable as well as legal  relief,  to provide all  temporary  and/or
provisional remedies and to enter equitable orders that will be binding upon the
parties. The referee shall issue a single judgment at the close of the reference
proceeding  which shall dispose of all of the claims of the parties that are the
subject of the  reference.  The parties  hereto  expressly  reserve the right to
contest or appeal from the final judgment or any appealable  order or appealable
judgment entered by the referee.  The parties hereto expressly reserve the right
to findings of fact,  conclusions of laws, a written statement of decision,  and
the right to move for a new trial or a different  judgment,  which new trial, if
granted, is also to be a reference proceeding under this provision.

         (d) In the event  that the  enabling  legislation  which  provides  for
appointment of a referee is repealed (and no successor statute is enacted),  any
dispute  between the parties that would otherwise be determined by the reference
procedure herein  described will be resolved and determined by arbitration.  The
arbitration  will be conducted by a retired  judge of the Court,  in  accordance
with the California  Arbitration  Act,  ss.1280 through  ss.1294.2 of the CCP as
amended  from time to time.  The  limitations  with  respect to discovery as set
forth hereinabove shall apply to any such arbitration proceeding.


<PAGE>

7.12  Suretyship  Waivers and Consents.  Each Borrower agrees that it is jointly
and severally, directly, and primarily liable to Bank for payment in full of all
obligations under the Loan Documents  ("Obligations") and that such liability is
independent of the duties,  obligations  and  liabilities of the other Borrower.
The Loan Documents are a primary and original  obligation of each Borrower,  are
not the creation of a surety relationship,  and are an absolute,  unconditional,
and  continuing  promise of payment and  performance  which shall remain in full
force and effect without respect to future changes in conditions,  including any
change  of law or any  invalidity  or  irregularity  with  respect  to the  Loan
Documents.  Each Borrower  acknowledges  that the  obligations  of such Borrower
undertaken  herein  might be  construed  to  consist,  at least in part,  of the
guaranty  of  obligations  of  persons  or  entities  other  than such  Borrower
(including  any other  Borrower  party hereto) and, in full  recognition of that
fact, each Borrower  consents and agrees that the Bank may, at any time and from
time to time,  without  notice or demand,  whether before or after any actual or
purported termination,  repudiation,  or revocation of this Agreement by any one
or more  Borrowers,  and without  affecting  the  enforceability  or  continuing
effectiveness  hereof as to each  Borrower:  (a)  supplement,  restate,  modify,
amend, increase,  decrease,  extend, renew, accelerate,  or otherwise change the
time for payment or the terms of the Obligations or any part thereof,  including
any  increase or decrease of the  rate(s) of interest  thereon;  (b)  supplement
restate,  modify, amend, increase,  decrease or waive, or enter into or give any
agreement,  approval,  or consent with respect to, the  Obligations  or any part
thereof,  or any of the Loan Documents or any additional security or guaranties,
or any  condition  covenant,  default,  remedy,  right,  representation  or term
thereof or thereunder;  (c) accept new or additional  instruments,  documents or
agreements  in  exchange  for or relative  to any of the Loan  Documents  or the
Obligations or any part thereof; (d) accept partial payments on the Obligations;
(e) receive and hold  additional  security or guaranties for the  Obligations or
any part thereof; (f) release,  reconvey,  terminate,  waive,  abandon,  fail to
perfect, subordinate, exchange, substitute, transfer, or enforce any security or
guaranties,  and  apply  any  security  and  direct  the order or manner of sale
thereof  as the Bank in its sole and  absolute  discretion  may  determine;  (g)
release any Person from any personal  liability with respect to the  Obligations
or any part thereof; (h) settle, release on terms satisfactory to the Bank or by
operation of applicable laws, or otherwise  liquidate or enforce any Obligations
and any  security  therefor  or guaranty  thereof in any manner,  consent to the
transfer of any security and bid and purchase at any sale; or (i) consent to the
merger,  change,  or any other  restructuring or termination of the corporate or
partnership  existence of any Borrower or any other Person, and  correspondingly
restructure the  Obligations,  and any such merger,  change,  restructuring,  or
termination  shall not affect the  liability of any  Borrower or the  continuing
effectiveness  hereof, or the  enforceability  hereof with respect to all or any
part of the Obligations.

          Upon  the  occurrence  and  during  the  continuance  of any  Event of
Default,  the Bank may enforce this Agreement  independently as to each Borrower
and  independently of any other remedy or security the Bank at any time may have
or hold in connection  with the  Obligations,  and it shall not be necessary for
the Bank to marshal  assets in favor of any  Borrower or any other  Person or to
proceed upon or against or exhaust any security or remedy  before  proceeding to
enforce this Agreement.  Each Borrower expressly waives any right to require the
Bank to  marshal  assets  in favor of any  Borrower  or any  other  Person or to
proceed against any other Borrower or any Collateral provided by any Person, and
agrees that the Bank may proceed  against  Borrowers or any  Collateral  in such
order as it shall determine in its sole and absolute discretion.

         The Bank may file a separate  action or actions  against any  Borrower,
whether action is brought or prosecuted  with respect to any security or against
any other  person,  or whether any other  person is joined in any such action or
actions.  Each Borrower  agrees that the Bank and any Borrower and any affiliate
of any Borrower may deal with each other in connection  with the  Obligations or
otherwise,  or alter any  contracts  or  agreements  now or  hereafter  existing
between any of them, in any manner  whatsoever,  all without in any way altering
or affecting the continuing efficacy of this Agreement.
<PAGE>

         The  Bank's  hereunder  shall  be  reinstated  and  revived,   and  the
enforceability  of this Agreement shall continue,  with respect to any amount at
any time paid on account of the Obligations  which  thereafter shall be required
to be restored  or returned by the Bank,  all as though such amount had not been
paid. The rights of the Bank created or granted herein and the enforceability of
this  Agreement at all times shall remain  effective to cover the full amount of
all the Obligations even though the  Obligations,  including any part thereof or
any other security or guaranty therefor,  may be or hereafter may become invalid
or otherwise  unenforceable as against any Borrower and whether or not any other
Borrower shall have any personal liability with respect thereto.

         To the maximum  extent  permitted by  applicable  law and to the extent
that a Borrower is deemed a guarantor,  each Borrower  expressly  waives any and
all  defenses  now or  hereafter  arising  or  asserted  by  reason  of (a)  any
disability  or  other  defense  of  any  other  Borrower  with  respect  to  the
Obligations,  (b) the unenforceability or invalidity of any security or guaranty
for the Obligations or lack of perfection or continuing perfection or failure of
priority of any security for the  Obligations,  (c) the  cessation for any cause
whatsoever of the liability of any other  Borrower  (other than by reason of the
full  payment and  performance  of all  Obligations),  (d) any failure of the to
marshal  assets  in favor  Bank of any  Borrower  or any other  person,  (e) any
failure of the Bank to give notice of sale or other disposition of collateral to
any  Borrower or any other  Person or any defect in any notice that may be given
in connection with any sale or disposition of collateral, (f) any failure of the
Bank to  comply  with  applicable  law in  connection  with  the  sale or  other
disposition of any collateral or other  security for any  Obligation,  including
any  failure  of the Bank to  conduct a  commercially  reasonable  sale or other
disposition of any collateral or other security for any Obligation,  (g) any act
or omission of the Bank or others that directly or indirectly results in or aids
the discharge or release of any Borrower or the  Obligations  or any security or
guaranty  therefor by operation of law or otherwise,  (h) any law which provides
that the  obligation  of a surety or guarantor  must neither be larger in amount
nor in other  respects  more  burdensome  than  that of the  principal  or which
reduces a surety's or  guarantor's  obligation  in  proportion  to the principal
obligation,  (i) any  failure  of the  Bank to file or  enforce  a claim  in any
bankruptcy or other  proceeding with respect to any Person,  (j) the election by
the Bank of the  application  or  non-application  of Section  1111(b)(2) of the
United States  Bankruptcy  code, (k) any extension of credit or the grant of any
lien under Section 364 of the United States Bankruptcy code, (1) any use of cash
collateral  under  Section 363 of the United  States  Bankruptcy  Code,  (m) any
agreement or stipulation with respect to the provision of adequate protection in
any bankruptcy  proceeding of any Person, (n) the avoidance of any lien in favor
of the  Bank  for any  reason,  or (o) any  action  taken  by the  Bank  that is
authorized by this section or any other  provision of any Loan  Document.  Until
such time as all of the Obligations have been fully,  finally,  and indefeasibly
paid in full in cash: (i) each Borrower hereby waives and postpones any right of
subrogation  it has or may have as  against  any other  Borrower  respect to the
Obligations;  and  (ii) in  addition,  each  borrower  also  hereby  waives  and
postpones  any right to proceed or to seek  recourse  against or with respect to
any property or asset of any other Borrower.  Each borrower expressly waives all
setoffs  and  counterclaims  and  all  presentments,   demands  for  payment  or
performance,  notices of  nonpayment  or  nonperformance,  protests,  notices of
protest,  notices of  dishonor  and all other  notices or demands of any kind or
nature whatsoever with respect to the Obligations, and all notices of acceptance
of  this  Agreement  or of  the  existence,  creation  or  incurring  of  new or
additional Obligations.

                  In the event  that all or any part of the  Obligations  at any
time  are  secured  by any one or more  deeds of  trust  or  mortgages  or other
instruments  creating or granting liens on any interests in real property,  each
Borrower  authorizes the Bank, upon the occurrence of and during the continuance
of any Event of  Default,  at its sole  option,  without  notice  or demand  and
without  affecting the obligations of any Borrower,  the  enforceability of this
Agreement,  or the  validity  or  enforceability  of any  Liens  of th Bank , to
foreclose any or all of such deeds of trust or mortgages or other instruments by
judicial or nonjudicial sale.
<PAGE>

         To the fullest extent permitted by applicable law, to the extent that a
Borrower is deemed a guarantor,  each Borrower  expressly waives any defenses to
the  enforcement  of this Agreement or any rights of the Bank created or granted
hereby or to the  recovery by the Bank  against any Borrower or any other Person
liable therefor of any deficiency after a judicial or nonjudicial foreclosure or
sale, even though such a foreclosure or sale may impair the  subrogation  rights
of  Borrowers  and  may  preclude  Borrowers  from  obtaining  reimbursement  or
contribution from other Borrowers. To the fullest extent permitted by applicable
law, each Borrower expressly waives any suretyship  defenses or benefits that it
otherwise  might or would  have  under  applicable  law.  WITHOUT  LIMITING  THE
GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTION,  TO
THE FULLEST EXTENT  PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES ALL RIGHTS
AND  DEFENSES  ARISING OUT OF AN  ELECTION OF REMEDIES BY THE BANK,  EVEN THOUGH
THAT  ELECTION OF REMEDIES,  SUCH AS A NONJUDICIAL  FORECLOSURE  WITH RESPECT TO
SECURITY  FOR  THE  OBLIGATIONS,   HAS  DESTROYED  SUCH  BORROWER'S   RIGHTS  OF
SUBROGATION AND REIMBURSEMENT  AGAINST THE OTHER BORROWERS BY THE OPERATION LAW,
INCLUDING  BUT NOT LIMITED TO SECTION  580d OF THE CODE OF CIVIL  PROCEDURE,  OR
OTHERWISE.

         Borrower  and each of them  warrant  and agree that each of the waivers
and consents set forth herein are made after consultation with legal counsel and
with  full  knowledge  of  their   significance  and   consequences,   with  the
understanding  that  events  giving  rise to any  defense  or right  waived  may
diminish,  destroy or otherwise adversely affect rights which Borrower otherwise
may have against any other Borrower,  the Bank or others, or against Collateral.
If any of the waivers or consents  herein are  determined  to be contrary to any
applicable law or public policy, such waivers and consents shall be effective to
the maximum extent permitted by law.

7.13 This  Agreement  may be  modified  only by a writing  signed by all parties
hereto.

This Agreement is executed on behalf of the parties by duly authorized  officers
as of the date first above written.

IMPERIAL BANK                                Asset Liquidation Group, Inc.
("Bank")                                     ("Borrower")


By:________________________                  By:__________________________


Its:_________________________                Its:






<PAGE>



                    First Amendment to the Credit Agreement.


This First Amendment  ("First  Amendment")  amends that certain Credit Agreement
("Agreement")  dated December 8, 1998 by and between  Imperial Bank ("Bank") and
Asset Liquidation Group, Inc. ("Borrower") as follows:


1.       Section  4.06 of the  Agreement  is hereby  amended  in full to read as
         "Intentionally Left Blank".

2.       Section  4.07 of the  Agreement  is hereby  amended  in full to read as
         follows:

     "4.07  Tangible  Net Worth.  Maintain on a quarterly  basis a  consolidated
     Tangible  Net Worth  (defined  as  stockholder's  equity less any value for
     goodwill, trademarks, patents, copyrights, leaseholds, organization expense
     and other similar  intangible items, and any amounts due from stockholders,
     officers and affiliates) plus Subordinated Debt of not less than:

o        $1,250,000 at 3/31/2000;
o        $1,500,000 at 6/30/2000;
o        $2,000,000 at 9/30/2000;
o        $3,000,000 at 12/31/2000 and every quarter thereafter."

3.       Section 4.08 of the Agreement is hereby amended in full to read as
         follows:

     "4.08     Debt to Net Worth.  Maintain on a quarterly  basis a consolidated
     ratio of total  liabilities to
     Tangible Net Worth of not greater than:
o        5.20 : 1.00 at 3/31/2000;
o        4.50 : 1.00 at 6/30/2000;
o        3.50 : 1.00 at 9/30/2000;
o        3.00 : 1.00 at 12/31/2000 and every quarter thereafter."

4.   Section 4.09 of the Agreement is hereby amended in full to read as follows:

     "4.09   EBITDA.  Report on a  consolidated basis, EBITDA (meaning  earnings
     before  interest,  taxes, depreciation and amortization of at least:
o $400,000  at  3/31/2000  measured  for the 3 months  ended;
o  $1,800,000  at 6/30/2000  measured for the 6 months ended;
o $3,000,000 at 9/30/2000  measured for the 9 months ended;
o $4,500,000  at 12/31/2000  measured for the 12 months ended."

5.    Except as provided above, the Agreement remains unchanged.


<PAGE>



6.   This First  Amendment  is  effective as of February 3, 2000 and the parties
     hereby confirm that the Agreement as amended is in full force and effect.


Asset Liquidation Group, Inc.

By:_________________________________

Name:  _____________________________

Title: _______________________________


IMPERIAL BANK

---------------------------------
Yong Choe
Commercial Loan Officer