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                                                                   EXHIBIT 10.20


                              FIRST MODIFICATION TO
                                CREDIT AGREEMENT

      This First Modification to Credit Agreement (this 'Modification') is
entered into by and MICRO GENERAL CORPORATION ("Borrower") and IMPERIAL BANK
("Bank") as of this 23rd day of July, 2001, at Inglewood, California.

                                    RECITALS

      This Modification is entered into upon the basis of the following facts
and understandings of the parties, which facts and understandings are
acknowledged by the parties to be true and accurate:

      Bank and Borrower previously entered into a Credit Agreement dated
December 22, 1999. The Credit Agreement shall be referred to herein as the
"Agreement."

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as set forth
below.

                                    AGREEMENT

      1. Incorporation by Reference. The Recitals and the documents referred to
therein are incorporated herein by this reference. Except as otherwise noted,
the terms not defined herein shall have the meaning set forth in the Agreement.

      2. Modifications to the Agreement. Subject to the satisfaction of the
conditions precedent as set forth in Section 3 hereof, the Agreement is hereby
modified as set forth below.

            A. Subsection 1.01 (a) of the Agreement is hereby deleted in its
      entirety and replaced with the following:

                  (a) REVOLVING LINE OF CREDIT. Subject to the terms and
            conditions of this Agreement, provided that no event of default then
            has occurred and is continuing, Bank shall, upon Borrower's request
            make advances ("Revolving Loans") to Borrower, for general corporate
            purposes and the issuance of letters of credit, in an amount not to
            exceed Ten Million Dollars ($10,000,000) (the "Revolving Line of
            Credit") until July 1, 2002 (the "Revolving Line of Credit Maturity
            Date"). Revolving Loans may be repaid and reborrowed, subject to the
            provisions of the LIBOR Addendum attached to the promissory note
            evidencing the Revolving Line of Credit, provided that all
            outstanding principal and accrued interest on the Revolving Loans
            shall be payable in full on the Revolving Credit Maturity Date."

            B. Subsection 1.01 of the Agreement is hereby amended by adding the
      following new subsection at the end thereof:

                  "(c) LETTER OF CREDIT USAGE AND SUBLIMIT. Subject to
            availability under the Revolving Line of Credit, at any time and
            from time to time from the date hereof through the banking day
            immediately prior to the Revolving Line of Credit Maturity Date,
            Bank shall issue for the account of Borrower such standby letters of
            credit ("Letters of Credit") as Borrower may request, which requests
            shall be made by delivering to Bank a duly executed letter of credit
            application on Bank's standard form; provided, however, that the
            outstanding and undrawn amounts under all such Letters of Credit (i)
            shall not at any time exceed Two Hundred Thousand Dollars ($200,000)
            ("Letter of Credit Sublimit") and (ii) shall be deemed to constitute
            Revolving Loans for the purpose of calculating availability under
            the Revolving Line of Credit. Unless agreed to in writing by Bank,
            no Letter of Credit shall have an expiration date that is later than
            the Revolving Line of Credit Maturity Date. All Letters of Credit
            shall be in form and substance acceptable to Bank in its sole
            discretion and shall be subject to the terms and conditions of
            Bank's form application and letter of credit agreement and other
            agreements required by Bank. Borrower will pay all usual issuance
            and other fees that Bank notifies Borrower it will be charged for
            issuing and processing Letters of Credit for Borrower."

            C. Article 2 of the Agreement is hereby amended by adding the
      following new section at the end thereof:

                  "2.12 INTELLECTUAL PROPERTY COLLATERAL. Borrower is the sole
            owner of the Intellectual Property Collateral, except for
            non-exclusive licenses granted by Borrower to its customers in the
            ordinary course of business. Each of the Patents is valid and
            enforceable, and no part of the Intellectual Property Collateral has


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            been judged invalid or unenforceable, in whole or in part, and no
            claim has been made that any part of the Intellectual Property
            Collateral violates the rights of any third party. Borrower's rights
            as a licensee of intellectual property do not give rise to more than
            5.00% of its gross revenue in any given month, including without
            limitation revenue derived from the sale, licensing, rendering or
            disposition of any product or service.

            As used herein, Intellectual Property Collateral shall mean all of
            Borrower's right, title, and interest in and to the following:

                  (a) Copyrights, Trademarks and Patents;

                  (b) Any and all trade secrets, and any and all intellectual
            property rights in computer software and computer software products
            now or hereafter existing, created, acquired or held;

                  (c) Any and all design rights which may be available to
            Borrower now or hereafter existing, created, acquired or held;

                  (d) Any and all claims for damages by way of past, present and
            future infringement of any of the rights included above, with the
            right, but not the obligation. to sue for and collect such damages
            for said use or infringement of the intellectual property rights
            identified above;

                  (e) All licenses or other rights to use any of the Copyrights,
            Patents or Trademarks, and all license fees and royalties arising
            from such use to the extent permitted by such license or rights;

                  (f) All amendments, renewals and extensions of any of the
            Copyrights, Trademarks or Patents; and

                  (g) All proceeds and products of the foregoing, including
            without limitation all payments under insurance or any indemnity or
            warranty payable In respect of any of the foregoing.

                  "Copyrights" - shall mean any and all copyright rights,
            copyright applications, copyright registrations and like protections
            in each work or authorship and derivative work thereof, whether
            published or unpublished and whether or not the same also
            constitutes a trade secret, now or hereafter existing, created,
            acquired or held.

                  "Patents" - shall mean all patents, patent applications and
            like protections including without limitation improvements,
            divisions, continuations, renewals, reissues, extensions and
            continuations-in-part of the same.

                  "Trademarks" - shall mean any trademark and servicemark
            rights, whether registered or not, applications to register and
            registrations of the same and like protections, and the entire
            goodwill of the business of Borrower connected with and symbolized
            by such trademarks."

            D. Subsection 4.05(a) of the Agreement is hereby deleted in its
      entirety and replaced with the following:

                  "(a) QUARTERLY FINANCIAL STATEMENT - BORROWER. As soon as
            available, and in any event within sixty (60) days after the close
            of each quarter, either: (i) a consolidated balance sheet, profit
            and loss statement and reconciliation of Borrower's capital balance
            accounts as of the close of such period and covering operations for
            the portion of Borrower's fiscal year ending on the last day of such
            period, all in reasonable detail and reasonably acceptable to Bank,
            in accordance with generally accepted accounting principles on a
            basis consistently maintained by Borrower and certified by an
            appropriate officer of Borrower, or (ii) copies of the Borrower's
            Form 10-Q Quarterly concurrent with the date of filing with the
            Securities and Exchange Commission."

            E. Subsection 4.05(c) of the Agreement is hereby deleted in its
      entirety and replaced with the following:

                  "(c) ANNUAL FINANCIAL STATEMENT - BORROWER. As soon as
            available, and in any event within ninety (90) days after and as of
            the dose of each fiscal year of Borrower, either: (i) a consolidated
            report of audit of Borrower, all in reasonable detail, by an
            independent certified public accountant selected by Borrower and
            reasonably acceptable to Bank, in accordance with generally


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            accepted accounting principles on a basis consistently maintained by
            Borrower and certified by an appropriate officer of Borrower; or
            (ii) copies of the Borrower's Form 10-K Annual Report concurrent
            with the date of filing with the Securities and Exchange
            Commission."

            F. Section 4.05 of the Agreement is hereby amended by adding the
      following new subsection at the end thereof:

                  "(h) INTELLECTUAL PROPERTY. Within thirty (30) days of the
            last day of each month, a report signed by Borrower, in form
            reasonably acceptable to Bank, listing any applications or
            registrations that Borrower has made or filed in respect of any
            Patents, Copyrights or Trademarks and the status of any outstanding
            applications or registrations, as well as any material change in
            Borrower's Intellectual Property Collateral, including but not
            limited to any subsequent ownership right of Borrower in or to any
            Trademark, Patent or Copyright not specified in Exhibits A, B, and C
            of the intellectual property security agreement entered into by
            Borrower in connection with this Agreement."

            G. Section 4.06 of the Agreement is hereby deleted in its entirety
      and replaced with the following:

                  "4.06 OUT OF DEBT PERIOD. To repay any advances in full, and
            not to draw any additional advances on its Revolving Line of Credit,
            for a period of at least 30 consecutive days in each line-year.
            "Line-year" means the period between the date of this Modification
            and July 1, 2002, and each subsequent one-year period (if any). For
            the purposes of this paragraph, "advances" does not include undrawn
            amounts of outstanding letters of credit."

            H. Article 4 of the Agreement is hereby amended by adding the
      following new sections at the end thereof:

                  "4.12 TANGIBLE NET WORTH. Maintain at all times a Tangible Net
            Worth (defined as stockholder's equity less any value for goodwill,
            trademarks, patents, copyrights, leaseholds, organization expense
            and older similar intangible items, and any amounts due from
            stockholders, officers and affiliates) of not less than Fourteen
            Million Dollars ($14,000,000).

                  4.13 WORKING CAPITAL. Maintain at all times working capital,
            meaning current assets minus current liabilities of not less than
            Two Million Dollars ($2,100,000).

                  4.14 DEBT TO TANGIBLE NET WORTH. Maintain at all times a ratio
            of total liabilities to Tangible Net Worth of not greater than 3.00
            to 1.00.

                  4.15 DEBT SERVICE COVERAGE RATIO. Maintain at all times, a
            ratio of (a) EBITDA, meaning the sum of the Borrower's net income
            before taxes, interest expense, accrued federal and state income
            taxes, and accrued depreciation and amortization expense, to (b) the
            sum of current portion of long term debt, capital lease expense, and
            interest expense, of not less than 1.20 to 1.00. This ratio will be
            calculated at the end of each fiscal quarter, using the results of
            that quarter and each of the three immediately preceding fiscal
            quarters. The current portion of tong term liabilities will be
            measured as of the last day of the calculation period.

                  4.16 REGISTRATION OF INTELLECTUAL PROPERTY RIGHTS.

                  (a) Register or cause to be registered on an expedited basis
            (to the extent not already registered) with the United States Patent
            and Trademark Office or the United States Copyright Office, as
            applicable: (i) those intellectual property rights listed on
            Exhibits A, B and C to the intellectual property security agreement
            entered into by Borrower In connection with this Agreement, within
            30 days of the date hereof, (ii) all registerable intellectual
            property rights Borrower has developed as of the date of this
            Agreement but heretofore failed to register, within 30 days of the
            date of this Agreement, and (iii) those additional intellectual
            property rights developed or acquired by Borrower from time to time
            in connection with any product, prior to the sale or licensing of
            such product to any third party, and prior to Borrower's use of such
            product (including without limitation major revisions or additions
            to the Intellectual property rights listed on such Exhibits A, B and
            C). Borrower shall give Bank notice of all such applications or
            registrations.

                  (b) Execute and deliver such additional Instruments and
            documents from time to time as Bank shall reasonably request to
            perfect Bank's security interest in the Intellectual Property
            Collateral.


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MICRO GENERAL CORPORATION               IMPERIAL BANK

By:    /s/ JOSEPH E. ROOT               By: /s/ JAMES COOPER
       -------------------------            ------------------------------------
       Joseph E. Root                       James Cooper
                                            First Vice President
Title: Senior Vice President

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