DESCRIPTION - Revolving Line of Credit Note (Capital Equipment) between 
Wells Fargo Bank and Auto-Graphics, Inc. dated May 12, 1997.

WELLS FARGO BANK
REVOLVING LINE OF CREDIT NOTE

$3,000,000.00
El Monte, California

May 12,1997

FOR VALUE RECEIVED.  the undersigned AUTO-GRAPHICS, INC. ("Borrower") 
promises to pay to the order of WELLS FARGO BANK.  NATIONAL ASSOCIATION 
("Bank") at its office at Flair Industrial Park RCBO,  9000 Flair Drive 
Suite 100, El Monte, CA 91731,  or at such other place as the holder 
hereof may designate, in lawful money of the United States of America and 
in immediately available funds. the principal sum of $3,000,000.00,  or so 
much thereof as may be advanced and be outstanding. with interest thereon. 
to be computed on each advance from the date of its disbursement as set 
forth herein.

INTEREST:

(a)  Interest.  The outstanding principal balance of this Note shall bear
interest (computed on the basis of a 360-day year, actual days elapsed) at 
a rate per annum equal to 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. Each change in the 
rate of interest hereunder shall become effective on the date each Prime 
Rate change is announced within Bank.

(b)  Payment of Interest.  Interest accrued on this Note shall be payable 
on the last day of each month, commencing June 30,  1997.

(c)  Default Interest.  From and after the maturity date of this Note. or 
such earlier date as all principal owing, hereunder becomes due and 
payable by acceleration or otherwise, the outstanding principal balance of 
this Note shall bear interest until paid in full at an increased rate per 
annum (computed on the basis of a 360-day year. actual days elapsed) equal 
to 4% above the rate of interest from time to time applicable to this 
Note.

BORROWING AND REPAYMENT:

(a)  Borrowing and Repayment. Borrower may from time to time during the 
term of this Note borrow, partially or wholly repay its outstanding 
borrowings, and reborrow, subject to all of the limitations, terms and 
conditions of this Note and of the Credit Agreement between Borrower and 
Bank defined below; provided however that the total outstanding borrowings 
under this Note shall not at any time exceed the principal amount stated 
above; and provided further, that Borrower shall make principal reductions 
on this Note at the times and in the amounts set forth below.  The unpaid 
principal balance of this obligation at any time shall be the total 
amounts advanced hereunder by the holder hereof less the amount of 
principal payments made hereon by or for any Borrower, which balance may 
be endorsed hereon from time to time by the holder.  The Outstanding 
principal balance of this Note shall be due and payable in full on June 1, 
1999.

(b)  Repayment.  Principal shall be payable on the lst day of each month 
in installments of $50,000.00 each, commencing July 1, 1997, and 
continuing up to and including May 1, 1999 with a final installment 
consisting of all remaining unpaid principal due and payable In full on 
the maturity date set forth above.

(c)  Advances.  Advances hereunder. to the total amount of the principal 
sum available hereunder. may be made by the holder at the oral or written 
request of (i) ROBERT S. COPE or DANIEL E. LUEBBEN or MICHELE A. CLARK any 
one acting alone, who are authorized to request advances and direct the 
disposition of any advances until written notice of the revocation of such 
authority is received by the holder at the office designated above, or 
(ii) any person, with respect to advances deposited to the credit of any 
account of any Borrower with the holder, which advances, when so 
deposited, shall be conclusively presumed to have been made to or for the 
benefit of each Borrower regardless of the fact that persons other than 
those authorized to request advances may have authority to draw against 
such account.  The holder shall have no obligation to determine whether 
any person requesting an advance is or has been authorized by any 
Borrower.

(d)  Application of Payments.  Each payment made on this Note shall be
credited first, to any Interest then due and second. to the outstanding
principal balance hereof.

EVENTS OF DEFAULT:

This Note is made pursuant to and Is subject to the terms and conditions 
of that certain Credit Agreement between Borrower and Bank dated as of May 
12, 1997. as amended from time to time (the "Credit Agreement").  Any 
default in the payment or performance of any obligation under this Note, 
or any defined event of default under the Credit Agreement shall 
constitute an "Event of Default" under this Note.

MISCELLANEOUS:

(a)  Remedies.  Upon the occurrence of any Event of Default as defined in 
the Credit Agreement, the holder of this Note at the holder's option, may 
declare all sums of principal and Interest outstanding hereunder to be 
immediately due and payable without presentment. demand, notice of 
nonperformance, notice of protest, protest or notice of dishonor, all of 
which are expressly waived by each Borrower, and the obligation, if any, 
of the holder to way related to this Note, including without limitation, 
any action for declaratory relief, 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 any Borrower or 
any other person or entity.

(b)  Obligations Joint and Several.  Should more than one person or entity
sign this Note as a Borrower, the obligations of each such Borrower shall 
be joint and several.

(c)  Governing Law. This Note shall be governed by and constructed in
accordance with the laws of the state of California.

IN WITNESS WHEREOF. the undersigned has executed this Note as of the date
first written above.

AUTO-GRAPHICS INC.

By: Ss/Robert S. Cope

Title:  President