DESCRIPTION - Security Agreement Equipment between Wells Fargo Bank and 
Auto-Graphics, Inc. dated May 12, 1997.

SECURITY AGREEMENT
WELLS FARGO BANK                                                         
EQUIPMENT


1.	GRANT OF SECURITY INTEREST.  For valuable consideration, the 
undersigned AUTO-GRAPHICS, INC., or any of them ("Debtor"), hereby 
grants and transfers to WELLS FARGO BANK.  NATIONAL ASSOCIATION("Bank") a 
security interest in all goods, tools, machinery, furnishings, furniture 
and other equipment, now or at any time hereafter, and prior to the 
termination hereof, owned or acquired by Debtor , wherever located whether 
in the possession of Debtor or any other person and whether located on 
Debtor's property or elsewhere, and all improvements, replacements, 
accessions and additions thereto (collectively called "Collateral"), 
together with whatever is receivable or received when any of the 
Collateral or proceeds thereof are sold, leased, collected, exchanged or 
otherwise disposed of, whether such disposition is voluntary or 
involuntary, including without limitation. (a) all accounts, contract 
rights, chattel paper, instruments, documents, general intangibles and 
rights to payment of every kind now or at any time hereafter arising from 
any such sale, lease, collection, exchange or other disposition of any of 
the foregoing, (b) all rights to payment, including returned premiums, 
with respect to any insurance relating to any of the foregoing, and (c) 
all rights to payment with respect to any cause of action affecting or 
relating to any of the foregoing (hereinafter called "Proceeds").

2.	OBLIGATIONS SECURED.  The obligations secured hereby are the 
payment and performance of. (a) all present and future indebtedness of 
Debtor to Bank; (b) all obligations of Debtor and rights of Bank under 
this Agreement; and (c) all present and future obligations of Debtor to 
Bank of other kinds.  The word "Indebtedness" is used herein in its 
most comprehensive sense and includes any and all advances, debts, 
obligations and liabilities of Debtor. or any of them, heretofore, now 
or hereafter made, incurred or created, whether voluntary or involuntary 
and however arising, whether due or not due. absolute or contingent, 
liquidated or unliquidated, determined or undetermined, and whether 
Debtor may be liable individually or jointly, or whether recovery upon 
such indebtedness may be or hereafter becomes unenforceable.

3.	TERMINATION.  This Agreement will terminate upon the 
performance of all obligations of Debtor to Bank, including without 
limitation,  the payment of all indebtedness of Debtor to Bank,  and the 
termination commitments of Bank to extend credit to Debtor, existing at 
the time Bank receives written notice from Debtor of the termination of 
this Agreement.

4.	OBLIGATIONS OF BANK.  Bank has no obligation to make any 
loans hereunder.  Any money received by Bank in respect of the 
Collateral may be deposited,  at Bank's option, into a non-interest 
bearing account over which Debtor shall have no control, and the same 
shall, for all purposes, be deemed Collateral hereunder.

5.	REPRESENTATIONS AND WARRANTIES.  Debtor represents and 
warrants to Bank that: (a) Debtor is the owner and has possession or 
control of the Collateral and Proceeds; (b) Debtor has the right to 
grant a security interest in the Collateral and Proceeds; (c) all 
Collateral and Proceeds are genuine, free from liens, adverse claims, 
setoffs, default, prepayment. defenses and conditions precedent of any 
kind or character, except the lien created hereby or as otherwise agreed 
to by Bank, or heretofore by Debtor to Bank, in writing; (d) all 
statements contained herein are true and complete in all material 
respects; (e) no financing statement covering any of the Collateral or 
Proceeds, and naming any secured party other than Bank, is on file In 
any public office; and (f) Debtor is not in the business of selling 
goods of the kind Included within the Collateral subject to this 
Agreement, and Debtor acknowledges that no sale of any Collateral, 
including without limitation, any Collateral which Debtor may deem to be 
surplus, has been or shall be consented to or acquiesced in by Bank, 
except as specifically set forth in writing by Bank.

6.  COVENANTS OF DEBTOR.
 
(a)  Debtor Agrees in general: (i) to pay indebtedness secured 
hereby when due; (ii) to indemnify Bank against all losses, claims, 
demands, liabilities and expenses of every kind caused by property 
subject hereto; (iii) to pay all costs and expenses, including 
reasonable attorneys' fees, incurred by Bank in the perfection and 
preservation of the Collateral or Bank's interest therein and/or the 
realization, enforcement and exercise of Banks rights, powers and 
remedies hereunder. (iv) to permit Bank to exercise Its powers; (v) to 
execute and deliver such documents as Bank deems necessary to create, 
perfect and continue the security interest contemplated hereby; and (vi) 
not to change its chief place of business or the places where Debtor 
keeps any of the Collateral or Debtors records concerning the Collateral 
and Proceeds without first giving Bank written notice of the address to 
which Debtor is moving same.
 
	(b)  Debtor agrees with regard to the Collateral and Proceeds, 
unless Bank agrees otherwise in writing: (i) to insure the Collateral 
with Bank as loss payee, in form, substance and amounts, under 
agreements, against risks and liabilities, and with insurance companies 
satisfactory to Bank: (ii) to operate the Collateral in accordance with 
all applicable statutes, rules and regulations relating to the use and 
control thereof, and not to use the Collateral for any unlawful purpose 
or in any way that would void any insurance required to be carried in 
connection therewith; (iii) not  to permit any lien of the Collateral or 
Proceeds, including without limitation, liens arising from repairs to or 
storage of the Collateral. except in favor of Bank; (iv) to pay when due 
all license fees, registration fees and other charges in connection-
with-any Collateral; (v) not to remove the Collateral from Debtor's 
premises unless the Collateral consists of mobile goods as defined in 
the California Uniform Commercial Code, in which case Debtor agrees not 
to remove or permit the removal of the Collateral from its state of 
domicile for a period in excess of 30 calendar days; (vi) not to sell, 
hypothecate or otherwise dispose of, nor permit the transfer by 
operation of law of, any of the Collateral or Proceeds or any interest 
therein; (vii) not to rent, lease or charter the Collateral; (viii) to 
permit Bank to Inspect the Collateral at any time; (ix) to keep, in 
accordance with generally accepted accounting principles, complete and 
accurate records regarding all Collateral and Proceeds, and to permit 
Bank to Inspect the same and make copies thereof at any reasonable time; 
(x) If requested by Bank, to receive and use reasonable diligence to 
collect Proceeds, in trust and as the property of Bank, and to 
immediately endorse as appropriate and deliver such Proceeds to Bank 
daily in the exact form in which they are received together with a 
collection report in form satisfactory to Bank. (xi) not to commingle 
Proceeds or collections thereunder with other property; (xii) to give 
only normal allowances and credits and to advise Bank thereof 
immediately in writing if they affect any Collateral or Proceeds in any 
material respect: (xiii) in the event Bank elects to receive payments of 
Proceeds hereunder. to pay all expenses incurred by Bank in connection 
therewith, including expenses of accounting, correspondence, collection 
efforts, reporting to account or contract debtors. filing, recording. 
record keeping and expenses incidental thereto; and (xiv) to provide any 
service and do any other acts which may be necessary to maintain. 
preserve and protect all Collateral and, as appropriate and applicable, 
to keep the Collateral in good and saleable condition and repair. to 
deal with the Collateral in accordance with the standards and practices 
adhered to generally by owners of like property, and to keep all 
Collateral and Proceeds free and clear of all defenses, rights of offset 
and counterclaims.

7.	POWERS OF BANK.  Debtor appoints Bank its true attorney-in-
fact to perform any of the following powers. which are coupled with an 
interest, are irrevocable until termination of this Agreement and may be 
exercised from time to time by Bank's officers and employees, or any of 
them, whether or not Debtor is in default: (a) to perform any obligation 
of Debtor hereunder in Debtor's name or otherwise; (b) to give notice to 
account debtors or others of Bank's rights In the Collateral and 
Proceeds. to enforce the same and make extension agreements with respect 
thereto; (c) to release persons liable on Proceeds and to give receipts 
and acceptances and compromise disputes in connection therewith; (d) to 
release security; (e) to resort to security in any order, (f) to 
prepare, execute, file, record or deliver notes, assignments. schedules, 
designation statements, financing statements. continuation statements, 
termination statements, statements of assignment, applications for 
registration or like papers to perfect, preserve or release Bank's 
interest in the Collateral and Proceeds; (g) to receive, open and read 
mail addressed to Debtor ; (h) to take cash, instruments for the payment 
of money and other property to which Bank is  entitled (i) to verify facts 
concerning the Collateral and Proceeds by inquiry of obligors thereon, or 
otherwise, in its own name or a fictitious name; (j) to endorse, collect. 
deliver and receive payment under instruments for the payment of money 
constituting or relating to proceeds;(k) to prepare adjust, execute, 
deliver and receive payment under insurance claims, and to collect and 
receive payments of and endorse any instrument in payment of loss or 
returned premiums or any other insurance refund or return, and to apply 
such amounts received by Bank, at Bank's sole option, toward repayment of 
the indebtedness or replacement of the Collateral: (l) to exercise all 
rights, powers and remedies which Debtor would have, but for this 
Agreement, with respect to all Collateral and Proceeds subject hereto; (m) 
to enter onto Debtor's premises in inspecting the Collateral; and (n) to 
do all acts and things and execute all documents in the name of Debtor or 
otherwise, deemed by Bank as necessary, proper and convenient in with the 
preservation, perfection or enforcement of its rights hereunder.


8.	PAYMENT OF PREMIUMS,TAXES, CHARGES, LIENS AND ASSESSMENTS.  
Debtor agrees to pay prior to delinquency. all Insurance premiums, 
taxes, charges. liens and assessments against the Collateral and 
Proceeds, and upon the failure of Debtor to do so, Bank at its option 
may pay any of them and shall be the sole judge of the legality or 
validity thereof and the amount necessary to discharge the same.  Any 
such payments made by Bank shall be obligations of Debtor to Bank, due 
and payable immediately upon demand, together with interest at a rate 
determined in accordance with the provisions of Section 15 herein, and 
shall be secured by the Collateral and Proceeds, subject to all terms 
and conditions of this Agreement. 


9.	EVIENTS OF DEFAULT.  The occurrence of any of the following 
shall an "Event of Default" under this Agreement: (a) any default in 
the payment or performance of any obligation, or any defined event of 
default. under (i) any contract or instrument evidencing any 
indebtedness. or (ii) any other agreement between any Debtor and Bank. 
including without limitation any loan agreement, relating to or executed 
in connection with any indebtedness; (b) any representation or warranty 
made by any Debtor herein shall prove to be incorrect in any material 
respect when made; (c) any Debtor shall fail to observe or perform any 
obligation or agreement contained herein: (d) any attachment or like 
levy on any property of any Debtor; and (e) Bank, in good faith, 
believes any or all of the Collateral and/or Proceeds to be in danger of 
misuse, dissipation, commingling, loss. theft, damage or destruction, or 
otherwise in jeopardy or unsatisfactory In character or value. 


	10.	REMEDIES.  Upon the occurrence of any Event of Default, Bank 
shall have the right to declare immediately due and payable all or any 
indebtedness secured hereby and to terminate any commitments to make 
loans or otherwise extend credit to Debtor.  Bank shall have all other 
rights, powers, privileges and remedies granted to a secured party upon 
default under the California Uniform Commercial Code or otherwise 
provided by law, including without limitation, the right to contact all 
persons obligated to Debtor on any Collateral or Proceeds and to 
instruct such person to deliver all Collateral and/or Proceeds directly 
to Bank.  All rights, powers, privileges and remedies of Bank shall be 
cumulative.  No delay, failure or discontinuance of Bank in exercising 
any  right, power, privilege or remedy hereunder shall affect or operate 
as a waiver of such right. power. privilege or remedy; nor shall any 
single or partial exercise of any such right, power, privilege or remedy 
preclude. waive or otherwise affect any other or further exercise 
thereof or the exercise of any other right. power. privilege or remedy.  
Any. waiver, permit, consent or approval of any kind by Bank of any 
default hereunder, or any such waiver of any provisions or conditions 
hereof, must be in writing and shall be effective only to the extent set 
forth in writing.  It is agreed that public or private sales. for cash 
or on credit, to a wholesaler or retailer or investor, or user of 
property of the types subject to this Agreement, or public auction. are 
all commercially reasonable since differences in the sales prices 
generally realized in the different kinds of sales are ordinarily offset 
by the differences In the costs and credit risks of such sales.

While an Event of Default exists: (a) Debtor will deliver to Bank from 
time to time. as requested by Bank, current lists of all Collateral and 
Proceeds; (b) Debtor will not dispose of any of the Collateral or 
Proceeds on terms approved by Bank; (c) at Banks request Debtor will 
assemble and deliver all Collateral and Proceeds, and books and records 
pertaining thereto, to Bank at a reasonably convenient place designated 
by Bank: and (d) Bank may, without notice to Debtor, enter onto Debtor's 
premises and take possession of the Collateral.

11.	DISPOSITION OF COLLATERAL AND PROCEEDS.  Upon the transfer 
of all or any part of the indebtedness.  Bank may transfer all or any 
part of the Collateral or Proceeds and shall be fully discharged 
thereafter from all liability and responsibility with respect to any of 
the foregoing so transferred and the transferee shall be vested with all 
rights and powers of Bank hereunder with respect to any of the foregoing 
so transferred; but with respect to any Collateral or Proceeds not so 
transferred Bank shall retain all rights, powers, privileges and 
remedies herein given.  Any proceeds of any disposition of any of the 
Collateral or Proceeds, or any part thereof. may be applied by Bank to 
the payment of expenses incurred by Bank in connection with the 
foregoing, including reasonable attorneys' fees, and the balance of such 
proceeds may be applied by Bank toward the payment of the indebtedness 
in such order of application as Bank may from time to-time elect.


12.	STATUTE OF LIMITATIONS.  Until all indebtedness shall have 
been paid in full and all commitments by Bank to extend credit to Debtor 
have been terminated, the power of sale and all other rights, powers. 
privileges and remedies granted to Bank hereunder shall continue to 
exist and may be exercised by Bank at any time and from time to time 
irrespective of the fact that the indebtedness or any part thereof may 
have become barred by any statute of limitations, or that the personal 
liability of Debtor may have ceased, unless such liability shall have 
Ceased due to the payment in full of all indebtedness secured hereunder.


13.  MISCELLANEOUS. (a) The obligations of Debtor are joint and 
several; (b) Debtor hereby waives any right (i) to require Bank to make 
any presentment or demand or give any notice of nonpayment or 
nonperformance, protest, or notice of dishonor hereunder, (ii) to direct 
the application of payments or security for indebtedness of Debtor or 
indebtedness of customers of Debtor, or (iii) to require proceedings 
against others or to  require exhaustion of security and (c) Debtor hereby 
consents to extensions forbearance's or alterations of the terms of 
indebtedness, the release or substitution of security, and the release 
of any guarantors; provided however. that in each instance, Bank 
believes in good faith that the action in question is commercially 
reasonable in that it does not unreasonably increase the risk of 
nonpayment of the indebtedness to which the action applies.  Until all  
indebtedness  shall have been paid in full no Debtor shall have any 
right of subrogation or contribution, and each Debtor hereby waives any 
benefit of or right to participate in any of the Collateral or Proceeds 
or any other security now or  hereafter held by Bank.


14.	NOTICES.    All notice, requests and demands required under 
this Agreement must be in writing, addressed to Bank at the address 
specified in any other loan documents entered Into between Debtor and 
Bank and  to Debtor at the address of its chief executive office (or 
personal residence, if applicable) specified below or to such other 
address as any party may designate by written notice to each other party 
and shall be deemed to have been given or made as follows: (a) if 
personally delivered, upon delivery; (b) if sent by mail, upon the 
earlier of the date of receipt or 3 days after deposit in the U. S. 
mail, first class and postage prepaid; and (c) if sent by telecopy. upon 
receipt.


15.  	COSTS, EXPENSES AND ATTORENYS' FEES.  Debtor shall pay to 
Bank Immediately upon demand the full amount of all payment, advances, 
charges, costs and expenses,  including reasonable attorneys' fees (to 
include outside counsel fees and all allocated costs of Bank in-house 
counsel), expended or incurred by Bank in exercising any right, power, 
privilege or remedy conferred by this Agreement or in the enforcement 
thereof, whether  incurred at the trial or appellate level, in an 
arbitration proceeding or otherwise, and including any of -the foregoing 
incurred in connection with any bankruptcy proceeding (including without 
limitation. any adversary proceeding. contested matter or motion brought 
by Bank or any other person) relating to Debtor or in any way affecting 
any of the Collateral or Bank's ability to exercise any of its rights or 
remedies with respect thereto.  All of the foregoing shall be paid by 
Debtor with interest from the date of demand until paid in full at a 
rate per annum equal to the greater of ten percent (10%) or the Prime 
Rate in effect from time to time.  The "Prime Rate" is a base rate that 
Bank from time to time establishes and which serves as the basis upon 
which effective rates of interest are calculated for those loans making 
reference thereto.


16.  SUCCESSORS; ASSIGNS; AMENDMENT.  This Agreement shall be 
binding upon and inure to the benefit of the heirs, executors, 
administrators. legal representatives. successors and assigns of the 
parties, and may be amended or modified only in writing signed by Bank 
and Debtor.


17.	OBLIGATIONS OF MARRIED PERSONS.  Any married person who 
signs this Agreement as Debtor hereby expressly agrees that recourse may 
be had against his or her separate property for all his or her 
indebtedness to Bank secured by the Collateral and Proceeds under this 
Agreement.


18	SEVERABILFTY OF PROVISIONS.  If any provision of this 
Agreement shall be held to be prohibited by or invalid under applicable 
law, such provision shall be ineffective only to the extent of such 
prohibition or invalidity, without invalidating the remainder of such 
provision or any remaining provisions of this Agreement.


19.	GOVERNING LAW.  This Agreement shall be governed by and 
construed In accordance with the laws of the state of California.


Debtor warrants that its chief executive office (or personal 
residence, if applicable) is located at the following address: 3201 
TEMPLE AVENUE, POMONA, CA 91768


Debtor warrants that the Collateral (except goods in transit) is 
located or domiciled at the following additional addresses: NONE


IN WITNESS WHEREOF, this Agreement been duly executed as of May 
12, 1997


AUTO GRAPHICS, INC. 


By: Ss/Robert S. Cope
Title: President