DESCRIPTION - Term Note between Wells Fargo Bank and Auto-Graphics, Inc. 
dated May 12, 1997.

WELLS FARGO BANK

TERM NOTE
                
El Monte, California
$750,000.00

May 12, 1997

        FOR VALUE RECEIVED, the undersigned AUTO-GRAPHICS, INC. 
("Borrower") promises to pay to the order 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 
$750,000.00. with interest thereon as set forth herein.

INTEREST:

	(a)  Interest.  The outstanding principal balance of this Note shall
bear interest (computed on the basis of 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 interest hereunder shall become effective on the date 
each Prime Rate change is announced within Bank.

	(b)  Payment of Interest.  Interest accrued an 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.

REPAYMENT AND PREPAYMENT:

	(a)  Repayment.  Principal shall be payable on the 1st day of each
month in installments of $31,250.00 each,  commencing July 1, 1998,  and
continuing up to and including May 1, 2000, with a final installment
consisting of a remaining unpaid principal due and payable in full on June 
1, 2000.

	(b)  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.

	(c)  Prepayment.  Borrower may prepay principal on this Note at any
time,  in any amount and without penalty.  All prepayments of principal 
shall be applied on the most remote principal installment or installments 
then unpaid.

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 a this Note,  at the holder's 
option, may declare all sums of principal and interest outstanding 
hereunder to 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 extend any further credit hereunder shall 
immediately cease and terminate.  Each Borrower shall pay to the holder 
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 the holder's in-
house counsel) expended or incurred by the holder in connection with the 
enforcement of the holder's rights and/or the collection of any amounts 
which become due to the holder under this Note,  and the prosecution or 
defense of any action in any 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 construed 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