Exhibit 10.1

                                             REVOLVING CREDIT LOAN & SECURITY
                                                            AGREEMENT
                                                    (ACCOUNTS AND INVENTORY)

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|OBLIGOR #     | NOTE#            | AGREEMENT DATE                  |
|              |                  |                                 |
|              |                  | March 01, 2000                  |
|-------------------------------------------------------------------|
|CREDIT LIMIT  |  INTEREST RATE        | OFFICER NO./INITIALS       |
|              |                       |                            |
|$2,000,000.00 |  Base Rate + 0.25%    | 48226, Jason Brown         |
|-------------------------------------------------------------------|

         THIS AGREEMENT is entered into on March 1, 2000, between
    Comerica Bank-California ("Bank") as secured party, whose
    Headquarter Office is 333 West Santa Clara Street, San Jose,
    California and HemaCare Corporation ("Borrower"), a corporation
    whose sole place of business (if it has only one), chief
    executive (if it has more than one place of business) or
    residence (if an individual is located at 4954 Van Nuys
    Boulevard, Sherman Oaks, California.  The parties agree as
    follows:

    1.   DEFINITIONS

           1.1     "Agreement" as used in this Agreement means and
    includes this Revolving Credit Loan & Security Agreement
    (Accounts and Inventory), any concurrent or subsequent rider to
    this Revolving Credit Loan & Security Agreement (Accounts and
    Inventory) and any extensions, supplements, amendments or
    modifications to this Revolving Credit Loan & Security Agreement
    (Accounts and Inventory) and to any such rider.

           1.2     "Bank Expenses'1 as used in this Agreement means
    and includes: all costs or expenses required to be paid by
    Borrower under this Agreement which are paid or advanced by Bank;
    taxes and insurance premiums of every nature and kind of Borrower
    paid by Bank; filing, recording, publication and search fees,
    appraiser fees, auditor fees and costs, and title insurance
    premiums paid or incurred by Bank in connection with Bank's
    transactions with Borrower; costs and expenses incurred by Bank
    in collecting the Receivables (with or without suit) to correct
    any default or enforce any provision of this Agreement, or in
    gaining possession of, maintaining, handling, preserving,
    storing, shipping, selling, disposing of, preparing for sale
    and/or advertising to sell the Collateral, whether or not a sale
    is consummated; costs and expenses of suit incurred by Bank in
    enforcing or defending this Agreement or any portion hereof,
    including, but not limited to, expenses incurred by Bank in
    attempting to obtain relief from any stay, restraining order,
    injunction or similar process which prohibits Bank from
    exercising any of its rights or remedies; and attorneys' fees and
    expenses incurred by Bank in advising, structuring, drafting,
    reviewing, amending, terminating, enforcing, defending or
    concerning this Agreement, or any portion hereof or any agreement
    related hereto, whether or not suit is brought.  Bank Expenses
    shall include Bank's in-house legal charges at reasonable rates.

           1.3     "Base Rate" as used in this Agreement means that
    variable rate of interest so announced by Bank at its
    headquarters office in San Jose, California as its "Base Rate"
    from time to time and which serves as the basis upon which
    effective rates of Interest are calculated for those loans making
    reference thereto.

           1.4     "Borrower's Books" as used in this Agreement means
    and includes all of the Borrower's books and records including
    but not limited to: minute books; ledgers; records indicating,
    summarizing or evidencing Borrower's assets, liabilities,
    Receivables, business operations or financial condition, and all
    Information relating thereto, computer programs; computer disk or
    tape files; computer printouts; computer runs; and other computer
    prepared information and equipment of any kind.

           1.5     "Borrowing Base" as used in this Agreement means
    the sum of (1) Seventy-Five percent  (75.000%) of the net amount
    of Eligible Accounts after deducting therefrom all payments,
    adjustments and credits applicable thereto ("Accounts Receivable
    Borrowing Base"); and (2) the amount, if any, of the advances
    against Inventory agreed to be made pursuant to any Inventory
    Rider ("Inventory Borrowing Base"), or other rider, amendment or
    modification to this Agreement, that may now or hereafter be
    entered into by Bank anti Borrower.

           1.6     "Cash Flow" as used in this Agreement means, for
    any applicable period of determination, the Net Income (after
    deduction for Income taxes and other taxes of such person
    determined by reference to income or profits of such person) for
    such period, plus, to the extent deducted In computation of such
    Net Income, the amount of depreciation and amortization expense
    and the amount of deferred tax liability during such period, all
    as determined in accordance with GAAP.  The applicable period of
    determination will annually, beginning with the period from
    January 1, 2000 to December 31, 2000.

           1.7     "Collateral" as used in this Agreement means and
    includes each and all of the following: the Receivables; the
    Intangibles; the negotiable collateral, the Inventory; all money,
    deposit accounts and all other assets of Borrower in which Bank
    receives a security interest or which hereafter come into the
    possession, custody or control of Bank; and the proceeds of any
    of the foregoing, including, but not limited to, proceeds of
    insurance covering the collateral and any and all Receivables.
    Intangibles, negotiable collateral, Inventory, equipment, money,
    deposit accounts or other tangible and intangible property of
    borrower resulting from the sale or other disposition of the
    collateral, and the proceeds thereof.  Notwithstanding anything
    to the contrary contained herein, collateral shall not include
    any waste or other materials which have been or may be designated
    as toxic or hazardous by Bank.

           1.8     "Credit" as used in this Agreement means all
    Obligations, except those obligations arising pursuant to any
    other separate contract, instrument, note, or other separate
    agreement which, by its terms, provides for a specified interest
    rate and term.
                                       1.
<PAGE>

           1.9     "Current Assets" as used in this Agreement means,
    as of any applicable date of determination, all cash, non-
    affiliated customer receivables, United States government
    securities, claims against the United States government, and
    inventories.

           1.10    "Current Liabilities" as used in this Agreement
    means, as of any applicable date of determination, (i) all
    liabilities of a person that should be classified as current in
    accordance with GAAP, including without limitation any portion of
    the principal of the indebtedness classified as current, plus
    (ii) to the extent not otherwise included, all liabilities of the
    Borrower to any of its affiliates whether or not classified as
    current In accordance with GAAP.

           1.11    "Daily Balance" as used in this Agreement means
    the amount determined by taking the amount of the Credit owed at
    the beginning of a given day, adding any new Credit advanced or
    incurred on such date, and subtracting any payments or
    collections which are deemed to be paid and are applied by Bank
    in reduction of the Credit on that date under the provisions of
    this Agreement.

           1.12    "Eligible Accounts" as used in this Agreement
    means and includes those accounts of Borrower which are due and
    payable within thirty (30) days, or less, from the date of
    invoice, have been validly assigned to Bank and strictly comply
    with all of Borrower's warranties and representations to Bank;
    but Eligible Accounts shall not include the following:
    (a) accounts with respect to which the account debtor is an
    officer, employee, partner, joint venturer or agent of Borrower;
    (b) accounts with respect to which goods are placed on
    consignment, guaranteed sale or other terms by reason of which
    the payment by the account debtor may be conditional;
    (c) accounts with respect to which the account debtor Is not a
    resident of the United States; (d) accounts with respect to which
    the account debtor is the United States or any department, agency
    or instrumentality of the United States; (e) accounts with
    respect to which the account debtor is any State of the United
    States or any city, county, town, municipality or division
    thereof; (f) accounts with respect to which the account debtor is
    a subsidiary of, related to, affiliated or has common
    shareholders, officers or directors with Borrower; (g) accounts
    with respect to which Borrower is or may become liable to the
    account debtor for goods sold or services rendered by the account
    debtor to Borrower; (h) accounts not paid by an account debtor
    within ninety (90) days from the date of the invoice;
    (i) accounts with respect to which account debtors dispute
    liability or make any claim, or have any defense, crossclaim,
    counterclaim, or offset; (j) accounts with respect to which any
    Insolvency Proceeding is filed by or against the account debtor,
    or if an account debtor becomes insolvent, fails or goes out of
    business; and (k) accounts owed by any single account debtor
    which exceed twenty percent (20%) of all of the Eligible
    Accounts; and (l) accounts with a particular account debtor on
    which over twenty-five percent (25 %) of the aggregate amount
    owing is greater than ninety (90) days from the date of the
    invoice.

           1.13    "Event of Default" as used in this Agreement means
    those events described in Section 7 contained herein below.

           1.14    "Fixed Charges" as used in this Agreement means
    and includes, for any applicable period of determination, the
    sum, without duplication, of (a) all interest paid or payable
    during such period by a person on debt of such person, plus
    (b) all payments of principal or other sums paid or payable
    during such period by such person with respect to debt of such
    person having a final maturity more than one year from the date
    of creation of such debt, plus (c) all debt discount and expense
    amortized or required to be amortized during such period by such
    person, plus (d) the maximum amount of all rents and oilier
    payments paid or required to be paid by such person during such
    period under any lease or other contract or arrangement providing
    for use of real or personal property In respect of which such
    person is obligated as a lessee, use or obligor, plus (e) all
    dividends and other distributions paid or payable by such person
    or otherwise accumulating during such period on any capital stock
    of such person, plus (f) all loans or other advances made by such
    person during such
    period to any Affiliate of such person.  The applicable period of
    determination will be  [non-applicable], beginning with period
    from ____________________ to ____________________ .

           1.15    "GAAP"as used in this Agreement means as of any
    applicable period, generally accepted accounting principles in
    effect during such period.

           1.16    "Insolvency Proceeding" as used in this Agreement
    means and includes any proceeding or case commenced by or against
    the Borrower, or any guarantor of Borrower's Obligations, or any
    of borrower's account debtors, under any provisions of the
    Bankruptcy Code, as amended, or any other bankruptcy or
    Insolvency law, including but not limited to assignments for time
    benefit of creditors, formal or informal moratoriums, composition
    or extensions with some or all creditors, any proceeding seeking
    a reorganization, arrangement or any other relief under the
    Bankruptcy code, as amended, or any other bankruptcy or
    insolvency law.

           1.17    "Intangibles" as used in this Agreement means and
    Includes all of Borrower's present and future general Intangibles
    and other personal property (including, without limitation, any
    and all rights In any legal proceedings, goodwill, patents, trade
    names, copyrights, trademarks, blueprints, drawings, purchase
    orders, computer programs, computer disks, computer tapes,
    literature, reports, catalogs and deposit accounts) other than
    goods and Receivables, as well as Borrower's Books relating to
    any of the foregoing.

           1.18    "Inventory" as used in this Agreement means and
    includes all present and future inventory in which Borrower has
    any interest, including, but not limited to, goods held by
    borrower for sale or lease or to be furnished under a contract of
    service and all of Borrower's present and future raw materials,
    work in process, finished goods, advertising materials, and
    packing and shipping materials, wherever located and any
    documents of title representing any of the above, and any
    equipment, fixtures or other property used in the storing,
    moving, preserving, identifying, accounting for and shipping or
    preparing for the shipping of inventory, and any and all other
    items hereafter acquired by Borrower by way of substitution,

                                   2.
<PAGE>

    replacement, return, repossession or otherwise, and all additions
    and accessions thereto, and the resulting product or mass, and
    any documents of title respecting any of the above.

           1.19    "Net Income" as used in this Agreement means the
    net income (or loss) of a person for any period determined in
    accordance with GAAP but excluding in any event:

              a.   any gains or losses on the sale or other
         disposition, not in the ordinary course of business, of
         investments or fixed or capital assets, and any taxes on
         time excluded gains and any tax deductions or credits on
         account on any excluded losses; and

              b.   in time case of time Borrower, net earnings of any
         Person in which Borrower has an ownership interest, unless
         such net earnings shall have actually been received by
         Borrower in time form of cash distributions.

           1.20    "Judicial Officer or Assignee" as used in this
    Agreement means and includes any trustee, receiver, controller,
    custodian, assignee for the benefit of creditors or any other
    person or entity having powers or duties like or similar to the
    powers and duties of trustee, receiver, controller, custodian or
    assignee for time benefit of creditors.

           1.21    "Obligations" as used in this Agreement means and
    includes any and all loans, advances, overdrafts, debts,
    liabilities (including, without limitation, any and all amounts
    charged to Borrower's account pursuant to any agreement
    authorizing Bank to charge Borrower's account), obligations,
    lease payments, guaranties, covenants and duties owing by
    Borrower to Bank of any kind and description whether advanced
    pursuant to or evidenced by this Agreement; by any note or other
    instrument; or by any other agreement between Bank and Borrower
    and whether or not for time payment of money, whether direct or
    indirect, absolute or contingent, due or to become due, now
    existing or hereafter arising, and including, without limitation,
    any debt, liability or obligation owing from Borrower to others
    which Bank may have obtained by assignment, participation,
    purchase or otherwise, and further Including, without limitation,
    all interest not paid when due and all Bank Expenses which
    Borrower is required to pay or reimburse by this Agreement, by
    law, or otherwise.

           1.22    "Person" or "person" as used in this Agreement
    means and includes any individual, corporation, partnership,
    joint venture, association, trust, unincorporated association,
    joint stock company, government, municipality, political
    subdivision or agency, or other entity.

           1.23    "Receivables" as used in this Agreement means and
    includes all presently existing and hereafter arising accounts,
    instruments, documents, chattel paper, general intangibles, all
    other forms of obligations owing to Borrower, all of Borrower's
    rights in, to and under all purchase orders heretofore or
    hereafter received, all moneys due to Borrower under all
    contracts or agreements (whether or not yet earned or due), all
    merchandise returned to or reclaimed by Borrower and the
    Borrower's books (except minute books) relating to any of the
    foregoing.

           1.24    "Subordinated Debt" as used in this Agreement
    means indebtedness of the Borrower to third parties which has
    been subordinated to the Obligations pursuant to a subordination
    agreement in form and content satisfactory to the Bank.

           1.25    "Subordination Agreement" as used in this
    Agreement means a subordination agreement in form satisfactory to
    Bank making all present and future indebtedness of the Borrower
    to [non-applicable] subordinate to the Obligations.

           1.26    "Tangible Effective Net Worth" as used in this
    Agreement means net worth as determined in accordance with GAAP
    consistently applied, increased by Subordinated Debt, if any, and
    decreased by the following: patents, licenses, goodwill,
    subscription lists, organization expenses, trade receivables
    converted to notes, money due from affiliates (including
    officers, directors, subsidiaries and commonly held companies).

           1.27    "Tangible Net Worth"as used in this Agreement
    means, as of any applicable date of determination, the excess of

              a.   the net book value of all assets of a person
         (other than patents, patent rights, trademarks, trade names,
         franchises, copyrights, licenses, goodwill, and similar
         intangible assets) after all appropriate deductions In
         accordance whim GAAP (including, without limitation,
         reserves for doubtful receivables, obsolescence,
         depreciation anti amortization), over

              b.   all Debt of such person.

           1.28    "Total Liabilities" as used in this Agreement
    means the total of all items of indebtedness, obligation or
    liability which, in accordance with GAAP consistently applied,
    would be Included in determining the total liabilities of the
    Borrower as of the date total Liabilities is to be determined,
    including without limitation (a) all obligations secured by any
    mortgage, pledge, security interest or other lien on property
    owned or acquired, whether or not the obligations secured thereby
    shall have been assumed; (b) all obligations which are
    capitalized lease obligations; and (c) all guaranties,
    endorsements or other contingent or surety obligations with
    respect to the indebtedness of others, whether or not reflected
    on the balance sheets of the borrower, including any obligation
    to furnish funds, directly or indirectly through the purchase of
    goods, supplies, services, or by way of stock purchase, capital
    contribution, advance or loan or any obligation to enter into a
    contract for any of the foregoing.

           1.29    "Working Capital" as used in this Agreement means,
    as of any applicable date of determination, Current Assets less
    Current Liabilities.
                                      3.
<PAGE>

           1.30    Any and all terms used in this Agreement shall be
    construed and defined in accordance with the meaning and
    definition of such terms under and pursuant to the California
    Uniform commercial Code (hereinafter referred to as the "Code")
    as amended.

    2.   LOAN AND TERMS OF PAYMENT

         For value received, Borrower promises to pay to the order of
         Bank such amount, as provided for below, together with
         interest, as provided for below.

           2.1     Upon the request of Borrower, made at any time and
    from time to time during the term hereof, and so long as no Event
    of Default has occurred, Bank shall lend to Borrower an amount
    equal to the Borrowing Base; provided, however, that in no event
    shall Bank be obligated to make advances to Borrower under this
    Section 2.1 whenever the Daily Balance exceeds, at any time,
    either the Borrowing Base or the sum of Two Million and no/100
    ($2,000,000.00), such amount being referred to herein as an
    "Overadvance".

    See Addendum attached hereto and made a part hereof.

           2.2     Except as hereinbelow provided, the Credit shall
    bear interest, on the Daily Balance owing, at a rate of Zero
    25/100 (0.250) percentage points per annum above the Base Rate
    (the "Rate").  the Credit shall bear interest, from and after the
    occurrence of an Event of Default and without constituting a
    waiver of any such Event of Default, on the Daily Balance owing,
    at a rate three (3) percentage points per annum above the Rate.
    All interest chargeable under this Agreement that is based upon
    a per annum calculation shall be computed on the basis of a three
    hundred sixty (360) day year for actual days elapsed.

    See Addendum attached hereto and made a part hereof.

         The Base Rate as of the date of this Agreement is Eight and
    75/100 (8.750%) per annum.  In the event that the Base Rate
    announced is, from time to time hereafter changed, adjustment in
    the Rate shall be made and based on the Base Rate in effect on
    the date of such change.  The Rate, as adjusted, shall apply to
    the Credit until the Base Rate is adjusted again.  The minimum
    interest payable by the Borrower under this Agreement shall in no
    event be less than _________ per month.  All interest payable by
    Borrower under the Credit shall be due and payable on the first
    day of each calendar month during the term of this Agreement.  A
    late payment charge equal to 5% of each late payment may be
    charged on any payment not received by the Bank within 10
    calendar days after the payment due date, but acceptance of
    payment of this charge shall not waive any Default under this
    Agreement.

           2.3     Without affecting Borrower's obligation to repay
    immediately any Overadvance in accordance with Section 2.1
    hereof, all Overadvances shall bear additional interest on the
    amount thereof at a rate equal to ____________________ (_____%)
    percentage points per month in excess of the interest rate set
    forth in Section 2.2, from the date incurred and for each month
    thereafter, until repaid in full.

    3.   TERM.

           3.1     This Agreement shall remain in full force and
    effect until December 15, 2001, or until terminated by notice by
    Borrower.  Notice of such termination by Borrower shall be
    effectuated by mailing of a registered or certified letter not
    less than thirty (30) days prior to the effective date of such
    termination, addressed to the Bank at the address set forth
    herein and the termination shall be effective as of the date so
    fixed in such notice.  Notwithstanding the foregoing, should
    Borrower be in default of one or more of the provisions of this
    Agreement, Bank may terminate this Agreement at any time without
    notice.  Notwithstanding the foregoing, should either Bank or
    Borrower become insolvent or unable to meet its debts as they
    mature, or fail, suspend, or go out of business, the other party
    shall have the right to terminate this Agreement at any time
    without notice.  On the date of termination all Obligations shall
    become immediately due and payable without notice or demand; no
    notice of termination by Borrower shall be effective until
    Borrower shall have paid all Obligations to Bank in full.
    Notwithstanding termination, until all Obligations have been
    fully satisfied, Bank shall retain its security interest in all
    existing Collateral and Collateral arising thereafter, and
    Borrower shall continue to perform all of its Obligations.

           3.2     After termination and when Bank has received
    payment in full of Borrower's Obligations to Bank, Bank shall
    reassign to Borrower all Collateral held by Bank, and shall
    execute a termination of all security agreements and security
    interests given by Borrower to Bank, upon the execution and
    delivery of mutual general releases.

    4.   CREATION OF SECURITY INTEREST

           4.1     Borrower hereby grants to Bank a continuing
    security interest in all presently existing and hereafter arising
    Collateral in order to secure prompt repayment of any and all
    Obligations owed by Borrower to Bank and in order to secure
    prompt performance by Borrower of each and all of its covenants
    and Obligations under this Agreement and otherwise created.
    Bank's security interest in the Collateral shall attach to all
    Collateral without further act on the part of Bank or Borrower.
    In the event that any Collateral, including proceeds, is
    evidenced by or consists of a letter of credit, advice of credit,
    instrument, money, negotiable documents, chattel paper or similar
    property (collectively, "Negotiable Collateral"), Borrower shall,
    immediately upon receipt thereof, endorse and assign such
    Negotiable Collateral over to Bank and deliver actual physical
    possession of the Negotiable Collateral to Bank.

           4.2     Bank's security interest in Receivables shall
    attach to all Receivables without further act on the part of Bank
    or Borrower.  Upon request from Bank, Borrower shall provide Bank
    with schedules describing all Receivables created or acquired by
    Borrower (including without limitation agings listing the names
    and addresses of, and amounts owing by date by account debtors),
    and shall execute and deliver written assignments of all
    Receivables to Bank all in a form acceptable to Bank, provided,
    however, Borrower's failure to execute and deliver such schedules
    and/or assignments shall not affect or limit Bank's security
    interest and other rights in and to the Receivables.  Together
    with each schedule, Borrower shall furnish Bank with copies of

                                    4.
<PAGE>

    Borrower's customers' invoices or the equivalent, and original
    shipping or delivery receipts for all merchandise sold, and
    Borrower warrants the genuineness thereof.  Bank or Bank's
    designee may notify customers or account debtors of collection
    costs and expenses to Borrower's account but, unless and until
    Bank does so or gives Borrower other written instructions,
    Borrower shall collect all Receivables for Bank, receive in trust
    all payments thereon a Bank's trustee, and, if so requested to do
    so from Bank, Borrower shall immediately deliver said payments to
    Bank in their original form as received from the account debtor
    and all letters of credit, advices of credit, instruments,
    documents, chattel paper or any similar property evidencing or
    constituting Collateral.  Notwithstanding anything to the
    contrary contained herein, if sales of Inventory are made for
    cash, Borrower shall immediately deliver to Bank, in identical
    form, all such cash, checks, or other forms of payment which
    Borrower receives.  The receipt of any check or other item of
    payment by Bank shall not be considered a payment on account
    until such check or other item of payment is honored when
    presented for payment, in which event, said check or other item
    of payment shall be deemed to have been paid to Bank two (2)
    calendar days after the date Bank actually receives such check or
    other item of payment.

           4.3     Bank's security interest in Inventory shall attach
    to all Inventory without further act on the part of Bank or
    Borrower.  Upon Bank's request Borrower will from time to time at
    Borrower' expense pledge, assemble and deliver such Inventory to
    Bank or to a third party as bank's bailee; or hold the same in
    trust for Bank's account or store the same in a warehouse in
    Bank's name; or deliver to Bank documents of title representing
    said Inventory; or evidence of Bank's security interest in some
    other manner acceptable to Bank.  Until a default by Borrower
    under this Agreement or any other Agreement between Borrower and
    Bank, Borrower may, subject to the provisions hereof and
    consistent herewith, sell the Inventory, but only in the ordinary
    course of Borrower's business.  A sale of Inventory in Borrower's
    ordinary course of business does not include an exchange or a
    transfer in partial or total satisfaction of a debt owing by
    Borrower.

           4.4     Borrower shall execute and deliver to Bank
    concurrently with Borrower's execution of this Agreement, and at
    any time or times hereafter at the request of Bank, all financing
    statements, continuation financing statements, security
    agreements, mortgages, assignments, certificates of title,
    affidavits, reports, notices, schedules of accounts, letters of
    authority and all other documents that Bank may request, in form
    satisfactory to Bank, to perfected and maintain perfected Bank's
    security interest in the Collateral and in order to fully
    consummate all of the transactions contemplated under this
    Agreement.  Borrower hereby irrevocably makes, constitutes and
    appoints Bank (and any of Bank's officers, employees or agents
    designated by Bank) as Borrower's true and lawful attorney-in-
    fact with power to sign the name of Borrower on any financing
    statements, continuation financing statements, security
    agreement, mortgage, assignment, certificate of title, affidavit,
    letter of authority, notice of other similar documents which must
    be executed and/or filed in order to perfect or continue
    perfected Bank's security interest in the Collateral.

         Borrower shall make appropriate entries in Borrower's Books
    disclosing Bank's security interest in the Receivables.  Bank
    (through any of its officers, employees or agents) shall have the
    right at any time or times hereafter during Borrower's usual
    business hours, or during the usual business hours of any third
    party having control over the records of Borrower, to inspect and
    verify Borrower's Books in order to verify the amount or
    condition of, or any other matter, relating to, said Collateral
    and Borrower's financial condition.

           4.5     Borrower appoints Bank or any other person whom
    Bank may designate as Borrower's attorney-in-fact, with power to
    endorse Borrower's name on any checks, notes, acceptances, money
    order, drafts or other forms of payment or security that may come
    into Bank's possession; to sign Borrower's name on any invoice or
    bill of lading relating to any Receivables, on drafts against
    account debtors, on schedules and assignments of Receivables, on
    verifications of Receivables and on notices to account debtors;
    to establish a lock box arrangement and/or to notify the post
    office authorities to change the address for delivery of
    Borrower's mail addressed to Borrower to an address designated by
    Bank, to receive and open all mail addressed to Borrower, and to
    retain all mail relating to the Collateral and forward all other
    mail to Borrower; to send, whether in writing or by telephone,
    requests for verification of Receivables; and to do all things
    necessary to carry out this Agreement.  Borrower ratifies and
    approves all acts of the attorney-in-fact.  Neither Bank nor its
    attorney-in-fact will be liable for any acts or omissions or for
    any error of judgment or mistake of fact or law.  This power
    being coupled with an interest, is irrevocable so long as any
    Receivables in which Bank has a security interest remain unpaid
    and until the Obligations have been fully satisfied.

           4.6     In order to protect or perfect any security
    interest which Bank is granted hereunder, Bank may, in its sole
    discretion, discharge any lien or encumbrance or bond the same,
    pay any insurance, maintain guards, warehousemen, or any
    personnel to protect the Collateral, pay any service bureau, or,
    obtain any records, and all costs for the same shall be added to
    the Obligations and shall be payable on demand.

           4.7     Borrower agrees that Bank may provide information
    relating to this Agreement or relating to Borrower to Bank's
    parent, affiliates, subsidiaries and service providers.

    5.   CONDITIONS PRECEDENT

           5.1     Conditions preceded to the making of the loans and
    the extension of the financial accommodations hereunder, Borrower
    shall execute, or cause to be executed, and deliver to Bank, in
    form and substance satisfactory to Bank and its counsel, the
    following:

              a.   This Agreement and other documents required by
         Bank;

              b.   Financing statements (Form UCC-1) in form
         satisfactory to Bank for filing and recording with the
         appropriate governmental authorities;

                                     5.
<PAGE>

              c.   If Borrower is a corporation, then certified
         extracts from the minutes of the meeting of its board of
         directors, authorizing the borrowings and the granting of
         the security interest provided for herein and authorizing
         specific officers to execute and deliver the agreements
         provided for herein;

              d.   If Borrower is a corporation, then a certificate
         of good standing showing that Borrower is in good standing
         under the laws of the state of its incorporation and
         certificates indicating that Borrower is qualified to
         transact business and is in good standing in any other state
         in which it conducts business;

              e.   If Borrower is a partnership, then a copy of
         Borrower's partnership agreement certified by each general
         partner of Borrower;

              f.   UCC searches, tax lien and litigation searches,
         fictitious business statement filings, insurance
         certificates, notices or other similar documents which Bank
         may require and in such form as Bank may require, in order
         to reflect, perfect or protect Bank's first priority
         security interest in the Collateral and in order to fully
         consummate all of the transactions contemplated under this
         Agreement;

              g.   Evidence that Borrower has obtained insurance and
         acceptable endorsements;

              h.   Waivers executed by landlords and mortgagees of
         any real property on which any Collateral is located; and

              i.   Warranties and representations of officers.

    6.   WARRANTIES, REPRESENTATIONS AND COVENANTS.

           6.1     If so requested by Bank, Borrower shall, at such
    intervals designated by Bank, during the term hereof execute and
    deliver a Report of Accounts Receivable or similar report, in
    form customarily used by Bank.  Borrower's Borrowing Base at all
    times pertinent hereto shall not be less than the advances made
    hereunder.  Bank shall have the right to recompute Borrower's
    Borrowing Base in conformity with this Agreement.

    * See Addendum attached hereto and made a part hereof.

           6.2     If any warranty is breached as to any account, or
    any account is not paid in full by an account debtor within
    Ninety (90) days from the date of invoice, or an account debtor
    disputes liability or makes any claim with respect thereto, or a
    petition in bankruptcy or other application for relief under the
    Bankruptcy Code or any other insolvency law is filed by or
    against an account debtor, or an account debtor makes an
    assignment for the benefit of creditors, becomes insolvent, fails
    or goes out of business, then Bank may deem ineligible any and
    all accounts owing by that account debtor, and reduce Borrower's
    Borrowing Base by the amount thereof.  Bank shall retain its
    security interest in all Receivables and accounts, whether
    eligible or ineligible, until all Obligations have been fully
    paid and satisfied.  Returns and advances, if any, as between
    Borrower and its customers, will be on the same basis and in
    accordance with the usual customary practices of the Borrower, as
    they exist at this time.  Any merchandise which is returned by an
    account debtor or otherwise recovered shall be set aside, marked
    with Bank's name, and Bank shall retain a security interest
    therein.  Borrower shall promptly notify Bank of all disputes and
    claims and settle or adjust them on terms approved by Bank.
    After default by Borrower hereunder, no account, credit or
    allowance shall be granted to any account debtor by Borrower and
    no return of merchandise shall be accepted by Borrower without
    Bank's consent.  Bank may, after default by Borrower, settle or
    adjust disputes and claims directly with account debtors for
    amounts and upon terms which Bank considers advisable, and in
    such cases Bank will credit Borrower's account with only the net
    amounts received by Bank in payment of the accounts, after
    deducting all Bank Expenses in connection therewith.

           6.3     Borrower warrants, represents, covenants and
    agrees that:

              a.   Borrower has good and marketable title to the
         Collateral.  Bank has and shall continue to have a first
         priority perfected security interest in and to the
         Collateral.  The Collateral shall at all times remain free
         and clear of all liens, encumbrances and security interests
         (except those in favor of Bank).

              b.   All accounts are and will, at the times pertinent
         hereto, be bona fide existing obligations created by the
         sale and delivery of merchandise or the rendition of
         services to account debtors in the ordinary course of
         business, free of liens, claims, encumbrances and security
         interests (except as held by Bank and except as may be
         consented to, in writing, by Bank) and are unconditionally
         owed to Borrower without defenses, disputes, offsets,
         counterclaims, rights of return or cancellation, and
         Borrower shall have received no notice of actual or imminent
         bankruptcy or insolvency of any account debtor at any time
         an account due from such account debtor is assigned to Bank.

              c.   At the time each account is assigned to Bank, all
         property giving rise to such account shall have been
         delivered to the account debtor or to the agent for the
         account debtor for immediate shipment to, and unconditional
         acceptance by, the account debtor.  Borrower shall deliver
         to Bank, as Bank from time to time require, delivery
         receipts, customer's purchase orders, shipping instructions,
         bills of lading and any other evidence of shipping
         arrangements.  Absent such a request by Bank, copies of all
         such documentation shall be held by Borrower as custodian
         for Bank.

           6.4     At the time each Eligible Account is assigned to
    Bank, all such Eligible Accounts will be due and payable on terms
    set forth in Section 1.12, or on such other terms approved in
    writing by Bank in advance of the creation of such accounts and
    which are expressly set forth on the face of all invoices, copies
    of which shall be held by Borrower as custodian for Bank, and no
    such eligible account will then be past due.

                                   6.
<PAGE>

           6.5     Borrower shall keep the Inventory only at the
    following locations:
    _______________________________________________________________
    _____________________________________________________ and the
    owner or mortgagees of the respective locations are:
    ____________________________________________.

              a.   Borrower, immediately upon demand by Bank
         therefor, shall now and from time to time hereafter, at such
         intervals as are requested by Bank, deliver to Bank,
         designations of Inventory specifying Borrower's cost of
         Inventory, the wholesale market value thereof and such other
         matters and information relating to the Inventory as Bank
         may request;

              b.   Borrower's Inventory, valued at the lower of
         Borrower's cost or the wholesale market value thereof, at
         all times pertinent hereto shall not be less than
         _______________________ Dollars ($_________) of which no
         less than ________________________ Dollars ($_________)
         shall be in raw materials and finished goods;

              c.   All of the Inventory is and shall remain free from
         all purchase money or other security interests, liens or
         encumbrances, except as held by Bank;

              d.   Borrower does now keep and hereafter at all times
         shall keep correct and accurate records itemizing and
         describing the kind, type, quality and quantity of the
         Inventory, its cost therefor and selling price thereof, and
         the daily withdrawals therefrom and additions thereto, all
         of which records shall be available upon demand to any of
         Bank's officers, agents and employees for inspection and
         copying;

              e.   All Inventory, now and hereafter at all times,
         shall be new Inventory of good and merchantable quality free
         from defect;

              f.   Inventory is not now and shall not at any time or
         times hereafter be located or stored with a bailee,
         warehouseman or other third party without Bank's prior
         written consent, and, in such event, Borrower will
         concurrently therewith cause any such bailee, warehouseman
         or other third party to issue and deliver to Bank, in a form
         acceptable to Bank, warehouse receipts in Bank's name
         evidencing the storage of Inventory or other evidence of
         Bank's prior rights in the Inventory.  In any event,
         Borrower shall instruct any third party to hold all such
         Inventory for Bank's account subject to Bank's security
         interests and its instructions; and

              g.   Bank shall have the right upon demand now and/or
         at all times hereafter, during Borrower's usual business
         hours, to inspect and examine the Inventory and to check and
         test the same as to quality, quantity, value and condition
         and Borrower agrees to reimburse Bank for Bank's reasonable
         costs and expenses in so doing.

           6.6     Borrower represents, warrants and covenants with
    Bank that Borrower will not, without Bank's prior written
    consent:

              a.   Grant a security interest in or permit a lien,
         claim or encumbrance upon any of the Collateral to any
         person, association, firm, corporation, entity or
         governmental agency or instrumentality;

              b.   Permit any levy, attachment or restraint to be
         made affecting any of Borrower's assets;

              c.   Permit any Judicial Officer or Assignee to be
         appointed or to take possession of any or all of Borrower's
         assets;

              d.   Other than sales of Inventory in the ordinary
         course of Borrower's business, to sell, lease, or otherwise
         dispose of, move, or transfer, whether by sale or otherwise,
         any of Borrower's assets;

              e.   Change its name, business structure, corporate
         identity or structure; add any new fictitious names,
         liquidate, merge or consolidate with or into any other
         business organization;

              f.   Move or relocate any Collateral;

              g.   Acquire any other business organization;

              h.   Enter into any transaction not in the usual course
         of Borrower's business;

              i.   Make any investment in securities of any person,
         association, firm, entity, or corporation other than the
         securities of the United States of America;

              j.   Make any change in Borrower's financial structure
         or in any of its business objectives, purposes or operations
         which would adversely effect the ability of Borrower to
         repay Borrower's Obligations;

              k.   Incur any debts outside the ordinary course of
         Borrower's business except renewals or extensions of
         existing debt and interest thereon;

              l.   Make any advance or loan except in the ordinary
         course of Borrower's business as currently conducted;

                                       7.
<PAGE>

              m.   Make loans, advances or extensions of credit to
         any Person, except for sales on open account and otherwise
         in the ordinary course of business;

              n.   Guarantee or otherwise, directly or indirectly, in
         any way be or become responsible for obligations of any
         other Person, whether by agreement to purchase the
         indebtedness of any other Person, agreement for the
         furnishing of funds to any other Person through the
         furnishing of goods, supplies or services, by way of stock
         purchase, capital contribution, advance or loan, for the
         purpose of paying or discharging (or causing the payment or
         discharge of) the indebtedness of any other Person, or
         otherwise, except for the endorsement of negotiable
         instruments by the Borrower in the ordinary course of
         business for deposit or collection.

              o.   (a) Sell, lease, transfer or otherwise dispose of
         properties and assets having an aggregate book value of more
         than _________________________ Dollars ($__________)
         (whether in one transaction or in a series of transactions)
         except as to the sale of inventory in the ordinary course of
         business; (b) change its name, consolidate with or merge
         into any other corporation, permit another corporation to
         merge into it, acquire all or substantially all the
         properties or assets of any other Person, enter into any
         reorganization or recapitalization or  reclassify its
         capital stock, or (c) enter into any sale-leaseback
         transaction;

              p.   Subordinate any indebtedness due to it from a
         person to indebtedness of other creditors of such person;

              q.   Purchase or hold beneficially any stock or other
         securities of, or make any investment or acquire any
         interest whatsoever in, any other Person, except for the
         common stock of the Subsidiaries owned by the Borrower on
         the date of this Agreement and except for certificates of
         deposit with maturities of one year or less of United States
         commercial banks with capital, surplus and undivided profits
         in excess of $100,000,000 and direct obligations of the
         United States Government maturing within one year from the
         date of acquisition thereof; or

              r.   Allow any fact, condition or event to occur or
         exist with respect to any employee pension or profit sharing
         plan established or maintained by it which might constitute
         grounds for termination of any such plan or for the court
         appointment of a trustee to administer any such plan.

           6.7     Borrower is not a merchant whose sales for resale
    of goods for personal, family or household purposes exceeded
    seventy-five percent (75%) in dollar volume of its total sales of
    all goods during the 12 months preceding the filing by Bank of a
    financing statement describing the Collateral.  At no time
    hereafter shall Borrower's sales for resale of goods for
    personal, family or household purposes exceed seventy-five
    percent (75%) in dollar volume of its total sales.

           6.8     Borrower's sole place of business or chief
    executive office or residence is located at the address indicated
    above and Borrower covenants and agrees that it will not, during
    the term of this Agreement, without prior written notification to
    Bank, relocate said sole place of business or chief executive
    office or residence.

           6.9     If Borrower is a corporation, Borrower represents,
    warrants and covenants as follows:

              a.   Borrower will not make any distribution or declare
         or pay any dividend (in stock or in cash) to any shareholder
         or on any of its capital stock, of any class, whether now or
         hereafter outstanding, or purchase, acquire, repurchase,
         redeem or retire any such capital stock;

              b.   Borrower is and shall at all times hereafter be a
         corporation duly organized and existing in good standing
         under the laws of the state of its incorporation and
         qualified and licensed to do business in California or any
         other state in which it conducts its business;

              c.   Borrower has the right and power and is duly
         authorized to enter into this Agreement; and

              d.   The execution by Borrower of this Agreement shall
         not constitute a breach of any provision contained in
         Borrower's articles of incorporation or by-laws.

           6.10    The execution of and performance by Borrower of
    all of the terms and provisions contained in this Agreement shall
    not result in a breach of or constitute an event of default under
    any agreement to which Borrower is now or hereafter becomes a
    party.

           6.11    Borrower shall promptly notify Bank in writing of
    its acquisition by purchase, lease or otherwise of any after
    acquired property of the type included in the Collateral, with
    the exception of purchases of Inventory in the ordinary course of
    business.

           6.12    All assessments and taxes, whether real, personal
    or otherwise, due or payable by, or imposed, levied or assessed
    against, Borrower or any of its property have been paid, and
    shall hereafter be paid in full, before delinquency.  Borrower
    shall make due and timely payment or deposit of all federal,
    state and local taxes, assessments or contributions required of
    it by law, and will execute and deliver to Bank, on demand,
    appropriate certificates attesting to the payment or deposit
    thereof.  Borrower will make timely payment or deposit of all
    F.I.C.A. payments and withholding taxes required of it by
    applicable laws, and will upon request furnish Bank with proof
    satisfactory to it that Borrower has made such payments or
    deposit.  If Borrower fails to pay any such assessment, tax,
    contribution, or make such deposit, or furnish the required
    proof, Bank may, in its sole and absolute discretion and without

                                   8.
<PAGE>

    notice to Borrower; (i) make payment of the same or any part
    thereof; or (ii) set up such reserves in Borrower's account as
    Bank deems necessary to satisfy the liability therefor, or both.
    Bank may conclusively rely on the usual statements of the amount
    owing or other official statements issued by the appropriate
    governmental agency.  Each amount so paid or deposited by Bank
    shall constitute a Bank Expense and an additional advance to
    Borrower.

           6.13    There are no actions or proceedings pending by or
    against Borrower or any guarantor of Borrower before any court or
    administrative agency and Borrower has no knowledge of any
    pending, threatened or imminent litigation, governmental
    investigations or claims, complaints, actions or prosecutions
    involving Borrower or any guarantor of Borrower, except as
    heretofore specifically disclosed in writing to Bank.  If any of
    the foregoing arise during the term of the Agreement, Borrower
    shall immediately notify Bank in writing.

           6.14    a.  Borrower, at its expense, shall keep and
    maintain its assets insured against loss or damage by fire,
    theft, explosion, sprinklers and all other hazards and risks
    ordinarily insured against by other owners who use such
    properties in similar businesses for the full insurable value
    thereof.  Borrower shall also keep and maintain business
    interruption insurance and public liability and property damage
    insurance relating to Borrower's ownership and use of the
    Collateral and its other assets.  All such policies of insurance
    shall be in such form, with such companies, and in such amounts
    as may be satisfactory to Bank.  Borrower shall deliver to Bank
    certified copies of such policies of insurance and evidence of
    the payments of all premiums therefor.  All such policies of
    insurance (except those of public liability and property damage)
    shall contain an endorsement in a form satisfactory to Bank
    showing Bank as a loss payee thereof, with a waiver of warranties
    (form 438-BFU), and all proceeds payable thereunder shall be
    payable to Bank and, upon receipt by Bank, shall be applied on
    account of the Obligations owing to Bank.  To secure the payment
    of the Obligations, Borrower grants Bank a security interest in
    and to all such policies of insurance (except those of public
    liability and property damage) and the proceeds thereof, and
    Borrower shall direct all insurers under such policies of
    insurance to pay all proceeds thereof directly to Bank.


              b.   Borrower hereby irrevocably appoints Bank (and any
    of Bank's officers, employees or agents designated by Bank) as
    Borrower's attorney for the purpose of making, selling and
    adjusting claims under such policies of insurance, endorsing the
    name of Borrower on any check, draft, instrument or other item of
    payment for the proceeds of such policies of insurance and for
    making all determinations and decisions with respect to such
    policies of insurance.  Borrower will not cancel any of such
    policies without Bank's prior written consent.  Each such insurer
    shall agree by endorsement upon the policy or policies of
    insurance issued by it to Borrower as required above, or by
    independent instruments furnished to Bank, that it will give Bank
    at least ten (10) days written notice before any such policy or
    policies of insurance shall be altered or cancelled, and that no
    act or default of Borrower, or any other person, shall affect the
    right of Bank to recover under such policy or policies of
    insurance required above or to pay any premiums in whole or in
    part relating thereto.  Bank, without waiving or releasing any
    Obligations or any Event of Default, may, but shall have no
    obligation to do so, obtain and maintain such policies of
    insurance and pay such premiums and take any other action with
    respect to such policies which Bank deems advisable.  All sums so
    disbursed by Bank, as well as reasonable attorneys' fees, court
    costs, expenses and other charges relating thereto, shall
    constitute Bank Expenses and are payable on demand.

           6.15    All financial statements and information relating
    to Borrower which have been or may hereafter be delivered by
    Borrower to Bank are true and correct and have been prepared in
    accordance with GAAP consistently applied and there has been no
    material adverse change in the financial condition of Borrower
    since the submission of such financial information to Bank.

           6.16    a.  Borrower at all times hereafter shall maintain
    a standard and modern system of accounting in accordance with
    GAAP consistently applied with ledger and account cards and/or
    computer tapes and computer disks, computer printouts and
    computer records pertaining to the Collateral which contain
    information as may from time to time be requested by Bank, not
    modify or change its method of accounting or enter into, modify
    or terminate any agreement presently existing, or at any time
    hereafter entered into with any third party accounting firm
    and/or service bureau for the preparation and/or storage of
    Borrower's accounting records without the written consent of Bank
    first obtained and without said accounting firm and/or service
    bureau agreeing to provide information regarding the Receivables
    and Inventory and Borrower's financial condition to Bank; permit
    Bank and any of its employees, officers or agents, upon demand,
    during Borrower's usual business hours, or the usual business
    hour of third persons having control thereof, to have access to
    and examine all of the Borrower's Books relating to the
    Collateral, Borrower's Obligations to Bank, Borrower's financial
    condition and the results of Borrower's operations and in
    connection therewith, permit Bank or any of its agents, employees
    or officers to copy and make extracts therefrom.

              b.   Borrower shall deliver to Bank within thirty (30)
    days after the end of each Quarter, a COMPANY PREPARED balance
    sheet and profit and loss statement covering Borrower's
    operations and deliver to Bank within ninety (90) days after the
    end of each of Borrower's fiscal years an AUDITED statement of
    the financial condition of the Borrower for each such fiscal
    year, including but not limited to, a balance sheet and profit
    and loss statement and any other report requested by Bank
    relating to the Collateral and the financial condition of
    Borrower, and a certificate signed by an authorized employee of
    Borrower to the effect that all reports, statements, computer
    disk or tape files, computer printouts, computer runs, or other
    computer prepared information of any kind or nature relating to
    the foregoing or documents delivered or caused to be delivered to
    Bank under this subparagraph are complete, correct and thoroughly
    present the financial condition of borrower and that there exists
    on the date of delivery to Bank no condition or event which
    constitutes a breach or Event of Default under this Agreement.

                                      9.

<PAGE>
              c.   In addition to the financial statements requested
    above, the Borrower agrees to provide Bank with the following
    schedules:

                   XX Accounts Receivable Agings on a quarterly
    basis;

                   XX Accounts Payable Agings on a quarterly basis;

                   ___ Job Progress Reports on a _________ basis; and

                   XX Borrowing Base Certificates on a quarterly
    basis.

    See Addendum attached hereto and made a part hereof.

           6.17    Borrower shall maintain the following financial
    ratios and covenants on a consolidated and non-consolidated
    basis:

              a.   Working Capital in an amount not less than
         _________________________________________________________.

              b.   Tangible Effective Net Worth in an amount not less
         than ____________________________________________________.

              c.   a ratio of Current Assets to a Current Liabilities
         of not less than
         __________________________________________________________.

              d.   a quick ratio of cash plus securities plus
         Receivables to Current Liabilities of not less than
         1.20:1.00.

              e.   a ratio of Total Liabilities (less debt
         subordinated to Bank) to Tangible Effective Net Worth of
         less than 1.75:1.00.

              f.   a ratio of Cash Flow to Fixed Charges of not less
         than 1.50:1.00.

              g.   Net Income after taxes of $1.00 (measured on a
         quarterly basis).

              h.   Borrower shall not without Bank's prior written
         consent acquire or expend for or commit itself to acquire or
         expend for fixed assets by lease, purchase or otherwise in
         an aggregate amount that exceeds __________________ Dollars
         ($________) in any fiscal year; and

              i.   ___________________________________________________
         _____________________________________________________________.

         All financial covenants shall be computed in accordance with
    GAAP consistently applied except as otherwise specifically set
    forth in this Agreement.  All monies due from affiliates
    (including officers, directors and shareholders) shall be
    excluded from Borrower's assets for all purposes hereunder.

           6.18    Borrower shall promptly supply Bank (and cause any
    guarantor to supply Bank) with such other information (including
    tax returns) concerning its financial affairs (or that of any
    guarantor) as Bank may request from time to time hereafter, and
    shall promptly notify Bank of any material adverse change in
    Borrower's financial condition and of any condition or event
    which constitutes a breach of or an event which constitutes an
    Event of Default under this Agreement.

           6.19    Borrower is now and shall be at all times
    hereafter solvent and able to pay its debts (including trade
    debts) as they mature.

           6.20    Borrower shall immediately and without demand
    reimburse Bank for all sums expended by Bank in connection with
    any action brought by Bank to correct any default or enforce any
    provision of this Agreement, including all Bank Expenses;
    Borrower authorizes and approves all advances and payments by
    Bank for items described in this Agreement as Bank Expenses.

           6.21    Each warranty, representation and agreement
    contained in this Agreement shall be automatically deemed
    repeated with each advance and shall be conclusively presumed to
    have been relied on by Bank regardless of any investigation made
    or information possessed by Bank.  The warranties,
    representations and agreements set forth herein shall be
    cumulative and in addition to any and all other warranties,
    representations and agreements which Borrower shall give, or
    cause to be given, to Bank, either now or hereafter.

           6.22    Borrower shall keep all of its principal bank
    accounts with Bank and shall notify the Bank immediately in
    writing of the existence of any other bank account, deposit
    account, or any other account into which money can be deposited.

           6.23    Borrower shall furnish to the Bank:  (a) as soon
    as possible, but in no event later than thirty (30) days after
    Borrower knows or has reason to know that any reportable event

                                  10.

<PAGE>

    with respect to any deferred compensation plan has occurred, a
    statement of the chief financial officer of Borrower setting
    forth the details concerning such reportable event and the action
    which Borrower proposes to take with respect thereto, together
    with a copy of the notice of such reportable event given to the
    Pension Benefit Guaranty Corporation, if a copy of such notice is
    available to Borrower; (b) promptly after the filing thereof with
    the United States Secretary of Labor or the Pension Benefit
    Guaranty Corporation, copies of each annual report with respect
    to each deferred compensation plan; (c) promptly after receipt
    thereof, a copy of any notice Borrower may receive from the
    Pension Benefit Guaranty Corporation or the Internal Revenue
    Service with respect to any deferred compensation plan; provided,
    however, this subparagraph shall not apply to notice of general
    application issued by the Pension Benefit Guaranty Corporation or
    the Internal Revenue Service; and (d) when the same is made
    available to participants in the deferred compensation plan, all
    notices and other forms of information from time to time
    disseminated to the participants by the administrator of the
    deferred compensation plan.

           6.24    Borrower is now and shall at all times hereafter
    remain in compliance with all federal, state and municipal laws,
    regulations and ordinances relating to the handling, treatment
    and disposal of toxic substances, wastes and hazardous material
    and shall maintain all necessary authorizations and permits.

           6.25    Borrower shall maintain insurance on the life of
    _________________ in an amount not to be less than
    __________________________ Dollars ($_________) under one or more
    policies issued by insurance companies satisfactory to Bank,
    which policies shall be assigned to Bank as security for the
    Obligations and on which Bank shall be named as sole beneficiary.

           6.26    Borrower shall limit direct and indirect
    compensation paid to the following employees:
    ________________________, ________________________,
    ________________________, to an aggregate of
    ________________________ Dollars ($__________) per
    ________________________.

           6.27    Borrower shall perform all acts reasonably
    necessary to ensure that:  (i) Borrower and any business in which
    Borrower holds a substantial interest, and (ii) 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 of 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 function before, during and after the year 2000.
    Borrower shall, immediately upon request, provide to Bank such
    certifications or other evidence of Borrower's compliance with
    terms of this paragraph as Bank may from time to time require.

    7.   EVENTS OF DEFAULT.

              Any one or more of the following events shall
    constitute a default by Borrower under this Agreement:

              a.   If Borrower fails or neglects to perform, keep or
         observe any term, provision, condition, covenant, agreement,
         warranty or representation contained in this Agreement, or
         any other present or future agreement between Borrower and
         Bank;

              b.   If any representation, statement, report or
         certificate made or delivered by Borrower, or any of its
         officers, employees or agents to Bank is not true and
         correct;

              c.   If Borrower fails to pay when due and payable or
         declared due and payable, all or any portion of the
         Borrower's Obligations (whether of principal, interest,
         taxes, reimbursement of Bank Expenses, or otherwise);

              d.   If there is a material impairment of the prospect
         of repayment of all or any portion of Borrower's Obligations
         or a material impairment of the value or priority of Bank's
         security interest in the Collateral;

              e.   If all or any of Borrower's assets are attached,
         seized, subject to a writ or distress warrant, or are levied
         upon, or come into the possession of any Judicial Officer or
         Assignee and the same are not released, discharged or bonded
         against within ten (10) days thereafter;

              f.   If any Insolvency Proceeding is filed or commenced
         by or against Borrower without being dismissed within ten
         (10) days thereafter;

              g.   If any proceeding is filed or commenced by or
         against Borrower for its dissolution or liquidation;

              h.   If Borrower is enjoined, restrained or in any way
         prevented by court order from continuing to conduct all or
         any material part of its business affairs;

              i.   If a notice of lien, levy or assessment is filed
         of record with respect to any or all of Borrower's assets by
         the United States Government, or any department, agency or
         instrumentality thereof, or by any state, county, municipal
         or other government agency, or if any taxes or debts owing
         at any time hereafter to any one or more of such entities
         becomes a lien, whether choate or otherwise, upon any or all
         of the Borrower's assets and the same is not paid on the
         payment date thereof;

              j.   If a judgment or other claim becomes a lien or
         encumbrance upon any or all of Borrower's assets and the
         same is not satisfied, dismissed or bonded against within
         ten (10) days thereafter;

              k.   If Borrower's records are prepared and kept by an
         outside computer service bureau at the time this Agreement
         is entered into or during the term of this Agreement such an
         agreement with an outside service bureau is entered into,
         and at any time thereafter, without first obtaining the
         written consent of Bank, Borrower terminates, modifies,
         amends or changes its contractual relationship with said
         computer service bureau or said computer service bureau
         fails to provide Bank with any requested information or
         financial data pertaining to Bank's Collateral, Borrower's
         financial condition or the results of Borrower's operations;

                                       11.
<PAGE>
              l.   If Borrower permits a default in any material
         agreement in which Borrower is a party with third parties so
         as to result in an acceleration of the maturity of
         Borrower's indebtedness to others, whether under any
         indenture, agreement or otherwise;

              m.   If Borrower makes any payment on account of
         indebtedness which has been subordinated to Borrower's
         Obligations to Bank;

              n.   If any misrepresentation exists now or thereafter
         in any warranty or  representation made to Bank by any
         officer or director of Borrower, or if any such warranty or
         representation is withdrawn by any officer or director;

              o.   If any party subordinating its claims to that of
         Bank's or any guarantor of Borrower's Obligations dies or
         terminates its subordination or guaranty, becomes insolvent
         or an Insolvency Proceeding is commenced by or against any
         such subordinating party or guarantor;

              p.   If Borrower is an individual and Borrower dies;

              q.   If there is a change of ownership or control of
         ________________ percent (___%) or more of the issued and
         outstanding stock of Borrower; or

              r.   If any reportable event, which the Bank determines
         constitutes grounds for the termination of any deferred
         compensation plan by the Pension Benefit Guaranty
         Corporation or for the appointment by the appropriate United
         States District Court of a trustee to administer any such
         plan, shall have occurred  and be continuing thirty (30)
         days after written notice of such determination shall have
         been given to Borrower by Bank, or any such Plan shall be
         terminated within  the meaning of Title IV of the Employment
         Retirement Income Security Act ("ERISA"), or a trustee shall
         be appointed by the appropriate United States District Court
         to administer any such plan, or the Pension Benefit Guaranty
         Corporation shall institute proceedings to terminate any
         plan and in case of any event described in this Section 7.0,
         the aggregate amount of the Borrower's liability to the
         Pension Benefit Guaranty Corporation under Sections 4062,
         4063 or 4064 of ERISA shall exceed five percent (5%) of
         Borrower's Tangible Effective Net Worth.

              Notwithstanding anything contained in Section 7 to the
    contrary, Bank shall refrain from exercising its rights and
    remedies and Event of Default shall thereafter not be deemed to
    have occurred by reason of the occurrence of any of the events
    set forth in Sections 7.3, 7.f or 7.j of this Agreement if,
    within ten (10) days from the date thereof, the same is released,
    discharged, dismissed, bonded against or satisfied; provided,
    however, if the event is the institution of Insolvency
    Proceedings against Borrower, Bank shall not be obligated to make
    advances to Borrower during such cure period.

    8.   BANK'S RIGHTS AND REMEDIES.

           8.1     Upon the occurrence of an Event of Default by
    Borrower under this Agreement, Bank may, at its election, without
    notice of its election and without demand, do any one or more of
    the following, all of which are authorized by Borrower:

              a.   Declare Borrower's Obligations, whether evidenced
         by this Agreement, installment notes, demand notes or
         otherwise, immediately due and payable to the Bank;

              b.   Cease advancing money or extending credit to or
         for the benefit of Borrower under this Agreement, or any
         other agreement between Borrower and Bank;

              c.   Terminate this Agreement as to any future
         liability or obligation of Bank, but without affecting
         Bank's rights and security interests in the Collateral, and
         the Obligations of Borrower to Bank;

              d.   Without notice to or demand upon Borrower or any
         guarantor, make such payments and do such acts as Bank
         considers necessary or reasonable to protect its security
         interest in the Collateral.  Borrower agrees to assemble the
         Collateral if Bank so requires and to make the Collateral
         available to Bank as Bank may designate.  Borrower
         authorizes Bank to enter the premises where the Collateral
         is located, take and maintain possession of the Collateral
         and the premises (at no charge to Bank), or any part
         thereof, and to pay, purchase, contest or compromise any
         encumbrance, charge or lien which in the opinion of Bank
         appears to be prior or superior to its security interest and
         to pay all expenses incurred in connection therewith;

              e.   Without limiting Bank's rights under any security
         interest, Bank is hereby granted a license or other right to
         use, without charge, Borrower's labels, patents, copyrights,
         rights of use of any name, trade secrets, trade names,
         trademarks and advertising matter, or any property of a
         similar nature as it pertains to the Collateral, in
         completing production of, advertising for sale and selling
         any Collateral and Borrower's rights under all licenses and
         all franchise agreement shall inure to Bank's benefit, and
         Bank shall have the right and power to enter into sublicense
         agreements with respect to all such rights with third
         parties on terms acceptable to Bank;

              f.   Ship, reclaim, recover, store, finish, maintain,
         repair, prepare for sale, advertise for sales and sell (in
         the manner provided for herein) the Inventory;

              g.   Sell or dispose the Collateral at either a public
         or private sale, or both, by way of one or more contracts or
         transactions, for cash or on terms, in such manner and at
         such places (including Borrower's premises) as is
         commercially reasonable in the opinion of Bank.  It is not
         necessary that the Collateral be present at any such sale;

              h.   Bank shall give notice of the disposition of the
         Collateral as follows:
                                       12.

<PAGE>
                   (1)  Bank shall give the Borrower and each holder
              of a security interest in the Collateral who has filed
              with Bank a written request for notice, a notice in
              writing of the time and place of public sale, or, if
              the sale is a private sale or some disposition other
              than a public sale is to be made of the Collateral, the
              time on or after which the private sale or other
              disposition is to be made;

                   (2)  The notice shall be personally delivered or
              mailed, postage prepaid, to Borrower's address
              appearing in this Agreement, at least five (5) calendar
              days before the date fixed for the sale, or at least
              five (5) calendar days before the date on or after
              which the private sale or other disposition is to be
              made, unless the Collateral is perishable or threatens
              to decline speedily in value.  Notice to persons other
              than Borrower claiming an interest in the Collateral
              shall be sent to such addresses as they have furnished
              to Bank;

                   (3)  If the sale is to be a public sale, Bank
              shall also give notice of the time and place by
              publishing a notice one time at least five (5) calendar
              days before the date of the sale in a newspaper of
              general circulation in the county in which the sale is
              to be held; and

                   (4)  Bank may credit bid and purchase at any
              public sale.

              i.   Borrower shall pay all Bank Expenses incurred in
         connection with Bank's enforcement and exercise of any of
         its rights and remedies as herein provided, whether or not
         suit is commenced by Bank;

              j.   Any deficiency which exists after disposition of
         the Collateral as provided above will be paid immediately by
         Borrower.  Any excess will be returned, without interest and
         subject to the rights of third parties, to Borrower by Bank,
         or, in Bank's discretion, to any party who Bank believes, in
         good faith, is entitled to the excess; and

              k.   Without constituting a retention of Collateral in
         satisfaction of an obligation within the meaning of 9505 of
         the Uniform Commercial Code or an action under California
         Code of Civil Procedure 726, apply any and all amounts
         maintained by Borrower as deposit accounts (as that term is
         defined under 9105 of the Uniform Commercial Code) or other
         accounts that Borrower maintains with Bank against the
         Obligations.

           8.2     Bank's rights and remedies under this Agreement
    and all other agreements shall be cumulative.  Bank shall have
    all other rights and remedies not inconsistent herewith as
    provided by law or in equity.  No exercise by Bank of one right
    or remedy shall be deemed an election, and no waiver by Bank of
    any default on Borrower's part shall be deemed a continuing
    waiver.  No delay by Bank shall constitute a waiver, election or
    acquiescence by Bank.

    9.   TAXES AND EXPENSES REGARDING BORROWER'S PROPERTY.

              If Borrower fails to pay promptly when due to another
    person or entity, monies which Borrower is required to pay by
    reason of any provision in this Agreement, Bank may, but need
    not, pay the same and charge Borrower's account therefor, and
    Borrower shall promptly reimburse Bank.  All such sums shall
    become additional indebtedness owing to Bank, shall bear interest
    at the rate hereinabove provided, and shall be secured by all
    Collateral.  Any payments made by Bank shall not constitute
    (i) an agreement by it to make similar payments in the future; or
    (ii) a waiver by Bank of any default under this Agreement.  Bank
    need not inquire as to, or contest the validity of, any such
    expense, tax, security interest, encumbrance or lien and the
    receipt of the usual official notice of the payment thereof shall
    be conclusive evidence that the same was validly due and owing.
    Such payments shall constitute Bank Expenses and additional
    advances to Borrower.

    10.  WAIVERS.

           10.1    Borrower agrees that checks and other instruments
    received by Bank in payment or on account of Borrower's
    Obligations constitute only conditional payment until such items
    are actually paid to Bank and Borrower waives the right to direct
    the application of any and all payments at any time or times
    hereafter received by Bank on account of Borrower's Obligations
    and Borrower agrees that Bank shall have the continuing exclusive
    right to apply and reapply such payments in any manner as Bank
    may deem advisable, notwithstanding any entry by Bank upon its
    books.

           10.2    Borrower waives demand, protest, notice of
    protest, notice of default or dishonor, notice of payment and
    nonpayment, notice of any default, nonpayment at maturity,
    release, compromise, settlement, extension or renewal of any or
    all commercial paper, accounts, documents, instruments chattel
    paper, and guarantees at any time held by Bank on which Borrower
    may in any way be liable.

           10.3    Bank shall not in any way or manner be liable or
    responsible for (a) the safekeeping of the Inventory; (b) any
    loss or damage thereto occurring or arising in any manner or
    fashion from any cause; (c) any diminution in the value thereof;
    or (d) any act or default of any carrier, warehouseman, bailee,
    forwarding agency or other person whomsoever.  All risk of loss,
    damage or destruction of Inventory shall be borne by Borrower.

           10.4    Borrower waives the right and the right to assert
    a confidential relationship, if any, it may have with any
    accountant, accounting firm and/or service bureau or consultant
    in connection with any information requested by Bank pursuant to
    or in accordance with this Agreement, and agrees that a Bank may
    contact directly any such accountants, accounting firm and/or
    service bureau or consultant in order to obtain such information.

           10.5    BORROWER AND BANK EACH WAIVE ANY RIGHT TO TRIAL BY
    JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
    ANY TRANSACTION HEREUNDER, OR CONTEMPLATED HEREUNDER, OR ANY
    OTHER CLAIM (INCLUDING TORT OR BREACH OF DUTY CLAIMS) OR DISPUTE
    HOWSOEVER ARISING BETWEEN BANK AND BORROWER.

                                    13.
<PAGE>

           10.6    In the event that Bank elects to waive any rights
    or remedies hereunder, or compliance with any of the terms
    hereof, or delays or fails to pursue or enforce any terms, such
    waiver, delay or failure to pursue or enforce shall only be
    effective with respect to that single act and shall not be
    construed to affect any subsequent transactions or Bank's rights
    to later pursue such rights and remedies.

    11.  ONE CONTINUING LOAN TRANSACTION.

              All loans and advances heretofore, now or at any time
    or times hereafter made by Bank to Borrower under this Agreement
    or any other agreement between Bank and Borrower, shall
    constitute one loan secured by Bank's security interests in the
    Collateral and by all other security interests, liens,
    encumbrances heretofore, now or from time to time hereafter
    granted by Borrower to Bank.

              Notwithstanding the above, (i) to the extent that any
    portion of the Obligations are a consumer loan, that portion
    shall not be secured by any deed of trust or mortgage on or other
    security interest in the Borrower's principal dwelling which is
    not a purchase money security interest as to that portion, unless
    expressly provided to the contrary in another place, or (ii) if
    the Borrower (or any of them) has (have) given or give(s) Bank a
    deed of trust or mortgage covering real property, that deed of
    trust or mortgage shall not secure the loan and any other
    Obligation of the Borrower (or any of them), unless expressly
    provided to the contrary in another place.

    12.  NOTICES.

              Unless otherwise provided in this Agreement, all
    notices or demands by either party on the other relating to this
    Agreement shall be in writing and sent by regular United States
    mail, postage prepaid, properly addressed to Borrower or to Bank
    at the addresses stated in this Agreement, or to such other
    addresses as Borrower or Bank may from time to time specify to
    the other in writing.  Requests to Borrower by Bank hereunder may
    be made orally.

    13.  AUTHORIZATION TO DISBURSE.

              Bank is hereby authorized to make loans and advances
    hereunder upon telephonic or other instructions received from
    anyone purporting to be an officer employee, or representative of
    Borrower, or at the discretion of Bank if said loans and advances
    are necessary to meet any Obligations of Borrower to Bank.  Bank
    shall have no duty to make inquiry or verify the authority of any
    such party, and Borrower shall hold Bank harmless from any
    damage, claims or liability by reason of Bank's honor of, or
    failure to honor, any such instructions.

    14.  DESTRUCTION OF BORROWER'S DOCUMENTS.

              Any documents, schedules, invoices or other papers
    delivered to Bank, may be destroyed or otherwise disposed of by
    Bank six (6) months after they are delivered to or received by
    Bank, unless Borrower requests, in writing, the return of the
    said documents, schedules, invoices or other papers and makes
    arrangements, at Borrower's expense, for their return.

    15.  CHOICE OF LAW.

              The validity of this Agreement, its construction,
    interpretation and enforcement, and the rights of the parties
    hereunder and concerning the Collateral, shall be determined
    according to the laws of the State of California.  The parties
    agree that all actions or proceedings arising in connection with
    this Agreement shall be tried and litigated only in the state and
    federal courts in the Northern District of California or County
    of Santa Clara.

    16.  GENERAL PROVISIONS.

           16.1    This Agreement shall be binding and deemed
    effective when executed by the Borrower and accepted and executed
    by Bank at its Headquarter Office.

           16.2    This Agreement shall bind and inure to the benefit
    of the respective successors and assigns of each of the parties,
    provided, however, that Borrower may not assign this Agreement or
    any rights hereunder without Bank's prior written consent and any
    prohibited assignment shall be absolutely void.  No consent to an
    assignment by Bank shall release Borrower or any guarantor from
    their Obligations to Bank.  Bank may assign this Agreement and
    its rights and duties hereunder.  Bank reserves the right to
    sell, assign, transfer, negotiate or grant participations in all
    or any part of, or any interest in Bank's rights and benefits
    hereunder.  In connection therewith, Bank may disclose all
    documents and information which Bank now or hereafter may have
    relating to Borrower or Borrower's business.

           16.3    Paragraph headings and paragraph numbers have been
    set forth herein for convenience only; unless the contrary is
    compelled by the context, everything contained in each paragraph
    applies equally to this entire Agreement.

           16.4    Neither this Agreement nor any uncertainty or
    ambiguity herein shall be construed or resolved against Bank or
    Borrower, whether under any rule of construction or otherwise; on
    the contrary, this Agreement has been reviewed by all parties and
    shall be construed and interpreted according to the ordinary
    meaning of the words used so as to fairly accomplish the purposes
    and intentions of all parties hereto.  When permitted by the
    context, the singular includes the plural and vice versa.

                                    14.
<PAGE>

           16.5    Each provision of this Agreement shall be
    severable from every other provision of this Agreement for the
    purpose of determining the legal enforceability of any specific
    provision.

           16.6    This Agreement cannot be changed or terminated
    orally.  Except as to currently existing Obligations owing by
    Borrower to Bank, all prior agreements, understandings,
    representations, warranties, and negotiations, if any, with
    respect to the subject matter hereof, are merged into this
    Agreement.

           16.7    The parties intend and agree that their respective
    rights, duties, powers, liabilities, obligations and discretions
    shall be performed, carried out, discharged and exercised
    reasonably and in good faith.

              IN WITNESS WHEREOF, the parties hereto have caused this
    Revolving Credit Loan & Security Agreement (Accounts and
    Inventory) to be executed as of the date first hereinabove
    written.


    ATTEST:                       BORROWER:

    ________________________      By: /s/ David Fractor
                                  _______________________________
    Title:                        Signature of

                                  Title:   CFO
    Accepted and effective as           -------------------------
    of March 01, 2000
    at Bank's Headquarter Office

                                  By: /s/ William Nicely
                                  ________________________________
                                       Signature of

                                  Title: CEO
                                        __________________________

                                  By: /s/ Alan C. Darlington
    (Bank)  Comerica Bank -       ________________________________
    California                         Signature Of

                                  Title: Executive Chairman
    By: /s/  Jason Brown          ________________________________
    --------------------------
    Title: Vice President         By: /s/ JoAnn R. Stover
                                  --------------------------------
                                        Signature of

                                  Title:  Secretary
                                  --------------------------------
                                 15.
<PAGE>

       ADDENDUM TO REVOLVING CREDIT LOAN & SECURITY AGREEMENT

              This Addendum is made, and by this reference
    incorporated into, that certain Revolving Credit Loan & Security
    Agreement (Accounts & Inventory) dated as of March 1, 2000 by and
    between HemaCare Corporation, as "Borrower" and Comerica Bank-
    California as "Bank", (the "Agreement").

    1.   Section 1.12 - "Eligible Accounts", is hereby amended by
         deleting the first line thereof its entirety, and replacing
         it with the following:

              "For purposes of establishing the Borrowing Base
    hereunder, "Eligible Accounts" as used in this Agreement means
    and includes those accounts of Borrower and Coral Blood Services,
    Inc., (a wholly owned subsidiary of Borrower), which accounts are
    due. . ."

    2.   Section 2.1 of the Agreement is hereby amended by adding the
         following sentence at the end thereof:

              . . . . "Notwithstanding the foregoing, Bank, in its
    sole discretion, may permit an advance which exceeds the
    Borrowing Base; provided the Daily Balance before and after said
    advance is not in excess of an aggregate amount of up to One
    Million Dollars ($1,000,000), (the "Non-Formula Portion.").

    3.   Section 6.  of the Agreement is hereby amended as follows:

              a.   Section 6.1    By adding the following at the
         second sentence thereof:

              ". . . . except if and when Bank shall have advanced
    hereunder in accordance with the Non-Formula Portion".

              b.   Section 6.16   Section 6.16 c is hereby amended by
         deleting the first sentence thereof in its entirety, and
         replacing it with the following:

                   "c.  In addition to the financial statements
    requested above, the Borrower agrees to provide Bank with the
    following schedules, on a consolidated basis, within ten (10)
    days of each of Borrower's fiscal operating quarters, provided
    however, that such schedules shall not be required if and when
    Bank shall have advanced hereunder in accordance with the "Non-
    Formula Portion".

              c.   Section 6.22   Section 6.22 is hereby amended by
         adding the following sentence at the end thereof:

                   . . . . "In addition, so long as the credit
    provided under Section 2.1 is available, and until full and final
    payment of all sums outstanding under this Agreement and any
    instrument or agreement required under this Agreement, Borrower
    shall maintain in such Bank accounts an aggregate average ledger
    balance measured on a calendar month basis, in an amount of not
    less than Five Hundred Thousand Dollars ($500,000)."


                                               JS     DF
                                               ____________
                                                 Initials
<PAGE>