DESCRIPTION - Continuing Security Agreement Rights to Payment and 
Inventory between Wells Fargo Bank and Auto-Graphics, Inc. dated May 12, 
1997.

CONTINUING SECURITY AGREEMENT
WELLS FARGO BANK
RIGHTS TO PAYMENT AND INVENTORY


1.	GRANT OF SECURITY INTEREST.  For valuable consideration, the 
undersigned AUTO-GRAPHMS, INC., or any of them ("Debtor"), hereby 
grants and transfers to WELLS FARGO BANK, NATIONAL ASSOCIATION("Bank")a
security interest in all accounts, deposit accounts, chattel paper,
instruments, documents and general intangibles (collectively called 
"Rights to Payment") ' now existing or at any time hereafter, and prior to 
the termination hereof, arising (whether they arise from the sale, lease 
or other disposition of inventory or from performance of contracts for 
service, manufacture. construction, repair or otherwise or from any other 
source whatsoever), including all securities, guaranties, warranties, 
indemnity agreements, insurance policies and other agreements pertaining 
to the same or the property described therein, and in all goods returned 
by or repossessed from Debtor's customers, together with a security 
interest in all inventory, goods held for sale or lease or to be furnished 
under contracts for service, goods so leased or furnished, raw materials, 
component parts, work in process or materials used or consumed in Debtor's 
business and all warehouse receipts, bills of lading and other documents 
evidencing goods owned or acquired by Debtor, and all goods covered 
thereby, now or at any time thereafter, and prior to the termination 
hereof, owned or acquired by Debtor, wherever located, and all products 
thereof (Collectively called "Inventory"), whether in the possession of 
Debtor, warehousemen, bailees or any other person, or in process of 
delivery and whether located at Debtor's places of business or elsewhere 
(with all Rights to Payment and Inventory referred to herein collectively 
as the '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, all Rights to 
Payment, including returned premiums, with respect to any insurance 
relating to any of the foregoing, and 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 of all 
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 disclosed by Debtor to Bank, in writing; (d) all statements 
contained herein and, where applicable, in the Collateral are true and 
complete in all material respects; (a) 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; (f) all persons appearing to be 
obligated on Rights to Payment and Proceeds have authority and capacity to 
contract and are bound as they appear to be; (g) all property subject to 
chattel paper has been properly registered and filed in compliance with 
law and to perfect the interest of Debtor in such property; and (h) all 
Rights to Payment and Proceeds comply with all applicable laws concerning 
form, content and manner of preparation and execution, including where 
applicable Federal Reserve Regulation Z and any State consumer credit 
laws.

6.	COVENANTS OF DEBTOR.

(a)	Debtor Agrees In general: (1) 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 Bank's, 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 interests 
contemplated hereby; and (vi) not to change its chief place of business or 
the places where Debtor keeps any of the Collateral or Debtor's 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 inventory and, where 
applicable, Rights to Payment with Bank as loss payee, in form substance 
and amounts, under agreements. against risks and liabilities, and with 
insurance companies satisfactory to Bank; (ii) not to use any inventory 
for any unlawful purpose or in any. way that would void any insurance 
required to be carried in connection therewith; (iii) in not to remove 
inventory from Debtor's premises, except for deliveries to buyers in the 
ordinary course of Debtors business and except inventory which 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 
inventory from its state of domicile for a period in excess, of 30 
calendar days; (iv) not to permit any lien on the Collateral or Proceeds, 
including without limitation, liens arising from the storage of
inventory. except in favor of Bank; (v) 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, except sales of 
inventory to buyers in the ordinary course of Debtors business; (vi) to 
furnish reports to Bank of all acquisitions, returns. sales and other 
dispositions of the inventory in such form and detail and at such times as 
Bank may require; (vii) to permit Bank to inspect the Collateral at any 
time; (viii) 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; (ix) if requested by Bank to receive and use 
reasonable diligence to collect Rights to Payment and Proceeds, in trust 
and as the property of Bank, and to immediately endorse as appropriate and 
deliver such Rights to Payment and Proceeds to Bank daily in the exact 
form in which they are received together with a collection report in form 
satisfactory to Bank; (x) not to commingle Rights to Payment, Proceeds or 
collections thereunder with other property; (xi) to give only normal 
allowances and credits, and to advise, Bank thereof immediately in writing 
if they affect any Rights to Payment or Proceeds in any material respect: 
(xii) on demand, to deliver to Bank returned property resulting from, or 
payment equal to. such allowances or credits on any Rights to Payment or 
Proceeds or to execute such documents and do such other things as Bank may 
reasonably request for the purpose of perfecting, preserving and enforcing 
its security interest in such returned property; (xiii) from time to time, 
when requested by Bank, to prepare and deliver a schedule of all 
Collateral and Proceeds subject to this Agreement and to assign in writing
and deliver to Bank all accounts, contracts, leases and other chattel 
paper, instruments, documents and other evidences thereof; (xiv) in the 
event Bank elects to receive payments of Rights to Payment or 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 (xv) 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 all 
Collateral in good and saleable condition in accordance with the standards 
and practices adhered to generally by users and manufacturers 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; (a) 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 payment 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; (n) to make 
withdrawals from and to close deposit accounts or other accounts with any 
financial institution, wherever located, into which Proceeds may have been 
deposited, and to apply funds so withdrawn to payment of the indebtedness; 
(o) to preserve or release the interest evidenced by chattel paper to 
which Bank is entitled hereunder and to endorse and deliver evidences of 
title incidental thereto; and (p) 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 connection 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.	EVENTS OF DEFAULT.  The occurrence of any of the following shall
constitute 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 fall 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 an any Collateral or Proceeds and to instruct such persons 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 
except on terms approved by Bank; (c) at Bank's 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.  With respect to any sale 
by Bank of any Collateral subject to this Agreement, Debtor hereby 
expressly grants to Bank the right to sell such Collateral using any or 
all of Debtor's trademarks. trade names, trade name rights and/or 
proprietary labels or marks. 

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, notice of 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 notices, 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 ATTORNEYS' FEES  Debtor shall pay to Bank
immediately upon demand the full amount of all payments. advances, 
charges, costs and expenses, including reasonable attorneys' fees (to 
include outside counsel fees and all allocated costs of Bank's in-house 
counsel), expanded 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.     SEVERABILITY 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 has been duly executed as of May 
12,1997.

AUTO-GRAPHICS, INC

By: Ss/Robert S. Cope

Title:  President