<PAGE>
							       EXHIBIT 10.6

[LOGO]
BANK LEUMI USA
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Member FDIC 

<TABLE>
<CAPTION>
			       LOAN AGREEMENT
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 PRINCIPAL      LOAN DATE       MATURITY    LOAN NO     CALL    COLLATERAL   ACCOUNT   OFFICER   INITIALS
<S>            <C>             <C>           <C>       <C>        <C>        <C>         <C>       <C>
$1,200,000.00  02-05-1999     06-01-1999     1-1       04A0       030       xxxxxxxxxx  KXA
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References in the shaded area are for lender's use only and do not limit the applicability of this 
document to any particular loan or item.
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</TABLE>

BORROWER: HEMACARE CORPORATION            LENDER: BANK LEUMI LE-ISRAEL, B.M.
	  4954 VAN NUYS BLVD., #201               8383 WILSHIRE BLVD. STE. 400
	  SHERMAN OAKS, CA 91403                  BEVERLY HILLS, CA 90211
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THIS LOAN AGREEMENT BETWEEN HEMACARE CORPORATION ("BORROWER") AND BANK LEUMI 
LE-ISRAEL, B.M. ("LENDER") IS MADE AND EXECUTED ON THE FOLLOWING TERMS AND 
CONDITIONS.  BORROWER HAS RECEIVED PRIOR COMMERCIAL LOANS FROM LENDER OR HAS 
APPLIED TO LENDER FOR A COMMERCIAL LOAN OR LOANS AND OTHER FINANCIAL 
ACCOMMODATIONS, INCLUDING THOSE WHICH MAY BE DESCRIBED ON ANY EXHIBIT OR 
SCHEDULE ATTACHED TO THIS AGREEMENT.  ALL SUCH LOANS AND FINANCIAL 
ACCOMMODATIONS, TOGETHER WITH ALL FUTURE LOANS AND FINANCIAL ACCOMMODATIONS 
FROM LENDER TO BORROWER, ARE REFERRED TO IN THIS AGREEMENT INDIVIDUALLY AS 
THE "LOAN" AND COLLECTIVELY AS THE "LOANS." BORROWER UNDERSTANDS AND AGREES 
THAT: (A) IN GRANTING, RENEWING, OR EXTENDING ANY LOAN, LENDER IS RELYING 
UPON BORROWER'S REPRESENTATIONS, WARRANTIES, AND AGREEMENTS, AS SET FORTH IN 
THIS AGREEMENT; (B) THE GRANTING, RENEWING, OR EXTENDING OF ANY LOAN BY 
LENDER AT ALL TIMES SHALL BE SUBJECT TO LENDER'S SOLE JUDGMENT AND 
DISCRETION; AND (C) ALL SUCH LOANS SHALL BE AND SHALL REMAIN SUBJECT TO THE 
FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT.

TERM.  This Agreement shall be effective as of FEBRUARY 5, 1999, and shall 
continue thereafter until all Indebtedness of Borrower to Lender has been 
performed in full and the parties terminate this Agreement in writing.

DEFINITIONS.  The following words shall have the following meanings
when used in this Agreement.  Terms not otherwise defined in this
Agreement shall have the meanings attributed to such terms in the
Uniform Commercial Code.  All references to dollar amounts shall mean
amounts in lawful money of the United States of America.

    AGREEMENT.  The word "Agreement" means this Loan Agreement, as this
    Loan Agreement may be amended or modified from time to time, together
    with all exhibits and schedules attached to this Loan Agreement from
    time to time.

    ACCOUNT.  The word "Account" means a trade account, account receivable,
    or other right to payment for goods sold or services rendered owing to
    Borrower (or to a third party grantor acceptable to Lender).

    ACCOUNT DEBTOR.  The words "Account Debtor" mean the person or entity
    obligated upon an Account.

    ADVANCE.  The word "Advance" means a disbursement of Loan funds under
    this Agreement.

    BORROWER.  The word "Borrower" means HEMACARE CORPORATION.  The word
    "Borrower" also includes, as applicable, all subsidiaries and affiliates of
    Borrower as provided below in the paragraph titled "Subsidiaries and 
    Affiliates."

    BORROWING BASE.  The words "Borrowing Base" mean: (a)  $1,200,000 or (b)
    the sum of Seventy percent (70.000%) of Eligible Accounts.  Lender may,
    in its discretion, from time to time, upon not less than five (5) days
    prior notice to Borrower, reduce the Borrowing Base to the extent that
    Lender determines in good faith that:(a) the dilution with respect to the
    Accounts for any period (based on the ratio of (i) the aggregate amount
    of reductions in Accounts other than as a result of payments in cash to
    (ii) the aggregate amount of total sales) has increased in any material
    respect or may be reasonably anticipated to increase in any material
    respect above historical levels, or (b) the general creditworthiness of
    Account Debtors has declined.

    BUSINESS DAY.  The words "Business Day" mean a day on which commercial
    banks are open for business in the State of California.

    CERCLA.  The word "CERCLA" means the Comprehensive Environmental Response,
    Compensation, and Liability Act of 1980, as amended.

    CASH FLOW.  The words "Cash Flow" mean net income after taxes, and exclusive
    of extraordinary gains and income, plus depreciation and amortization.

    COLLATERAL.  The word "Collateral" means and includes without limitation 
    all property and assets granted as collateral security for a Loan, 
    whether real or personal property, whether granted directly or 
    indirectly, whether granted now or in the future, and whether granted in 
    the form of a security interest, mortgage, deed of trust, assignment, 
    pledge, chattel mortgage, chattel trust, factor's lien, equipment trust, 
    conditional sale, trust receipt, lien, charge, lien or title retention 
    contract, lease or consignment intended as a security device, or any 
    other security or lien interest whatsoever, whether created by law, 
    contract, or otherwise.  The word "Collateral" includes without 
    limitation all collateral described below in the section titled 
    "COLLATERAL."

    DEBT.  The word "Debt" means all of Borrower's liabilities excluding
    Subordinated Debt.

    ELIGIBLE ACCOUNTS.  The words "Eligible Accounts" mean, at any time, all 
    of Borrower's Accounts which contain selling terms and conditions 
    acceptable to Lender.  The net amount of any Eligible Account against 
    which Borrower may borrow shall exclude all returns, discounts, credits, 
    and offsets of any nature. Unless otherwise agreed to by Lender in 
    writing, Eligible Accounts do not include:

	(a) Accounts with respect to which the Account Debtor is an officer, an
	employee or agent of Borrower.

	(b) Accounts with respect to which the Account Debtor is a subsidiary 
	of, or affiliated with or related to Borrower or its shareholders, 
	officers, or directors.

	(c) Accounts with respect to which goods are placed on consignment,
	guaranteed sale, or other terms by reason of which the payment by the
	Account Debtor may be conditional.

	(d) Accounts with respect to which Borrower is or may become liable
	to the Account Debtor for goods sold or services rendered by the
	Account Debtor to Borrower.

	(e) Accounts which are subject to dispute, counterclaim, or setoff.

	(f) Accounts with respect to which the goods have not been shipped or
	delivered, or the services have not been rendered, to the Account
	Debtor.

	(g) Accounts with respect to which Lender, in its sole discretion,
	deems the creditworthiness or financial condition of the Account 
	Debtor to be unsatisfactory.

	(h) Accounts of any Account Debtor who has filed or has had filed
	against it a petition in bankruptcy or an application for relief under
	any provision of any state or federal bankruptcy, insolvency, or
	debtor-in-relief acts; or who has had appointed a trustee,
	custodian, or receiver for the assets of such Account Debtor; or who
	has made an assignment for the benefit of creditors or has become
	insolvent or fails generally to pay its debts (including its payrolls)
	as such debts become due.

	(i) Accounts with respect to which the Account Debtor is the United 
	States government or any department or agency of the United States.

	(j) Accounts which have not been paid in full within 90 DAYS from the 
	invoice date. The entire balance of any Account of any single Account 
	debtor will be ineligible whenever the portion of 1he Account which has 
	not been paid within 90 DAYS from the invoice date is in excess of
	25.000% of the total amount outstanding on the Account.

	(k) That portion of Accounts due from an Account Debtor which are in
	excess of 10.000% of the Debtor's aggregate dollar amount of all
	outstanding Accounts.

    ELIGIBLE EQUIPMENT.  The words "Eligible Equipment" mean, at any time,
    all of Borrower's Equipment as defined below except:

	(a) Equipment which is not owned by Borrower free and clear of all
	security interests, liens, encumbrances, and claims of third parties.

	(b) Equipment which Lender, in its sole discretion, deems to be 
	obsolete, unsalable, damaged, defective, or unfit for operation.

    ELIGIBLE INVENTORY.  The words "Eligible Inventory" mean, at any time, all 
    of Borrower's Inventory as defined below except:

	(a) Inventory which is not owned by Borrower free and clear of all
	security interests, liens, encumbrances, and claims of third parties.

	(b) Inventory which Lender, in its sole discretion, deems to be 
	obsolete, unsalable, damaged, defective, or unfit for further 
	processing.

    EQUIPMENT.  The word "Equipment" means all of Borrower's goods used or 
    bought for use primarily in Borrower's business and which are not 
    included in inventory, whether now or hereafter existing.

<PAGE>

 02-05-1999                        LOAN AGREEMENT                         Page 2
				     (Continued)
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    ERISA.  The word "ERISA" means the Employee Retirement Income Security
    Act of 1974, as amended.
	   
    EVENT OF DEFAULT.  The words "Event of Default" mean and include
    without limitation any of the Events of Default set forth below in the
    section titled "EVENTS OF DEFAULT."

    EXPIRATION DATE.  The words "Expiration Date" mean the date of
    termination of Lender's commitment to lend under this Agreement.

    GRANTOR.  The word "Grantor" means and includes without limitation
    each and all of the persons or entities granting a Security Interest
    in any Collateral for the Indebtedness, including without limitation
    all Borrowers granting such a Security Interest.

    GUARANTOR.  The word "Guarantor" means and includes without limitation
    each and all of the guarantors, sureties, and accommodation parties in
    connection with any Indebtedness.

    INDEBTEDNESS.  The word "Indebtedness" means and includes without
    limitation all Loans, together with all other obligations, debts and
    liabilities of Borrower to Lender, or any one or more of them, as well
    as all claims by Lender against Borrower, or any one or more of them;
    whether now or hereafter existing, voluntary or involuntary, due or
    not due, absolute or contingent, liquidated or unliquidated; whether
    Borrower may be liable individually or jointly with others; whether
    Borrower may be obligated as a guarantor, surety, or otherwise;
    whether recovery upon such Indebtedness may be or hereafter may
    become barred by any statute of limitations; and whether such
    Indebtedness may be or hereafter may become otherwise unenforceable.

    INVENTORY.  The word "Inventory" means all of Borrower's raw
    materials, work in process, finished goods, merchandise, parts and
    supplies, of every kind and description, and goods held for sale or
    lease or furnished under contracts of service in which Borrower now 
    has or hereafter acquires any right, whether held by Borrower or
    others, and all documents of title, warehouse receipts, bills of
    lading, and all other documents of every type covering all or any part
    of the foregoing.  Inventory includes inventory temporarily out of
    Borrower's custody or possession and all returns on Accounts.

    LENDER.  The word "Lender" means BANK LEUMI LE-ISRAEL, B.M., its
    successors and assigns.

    LETTER OF CREDIT.  The words "Letter of Credit" mean a letter of credit
    issued by Lender on behalf of Borrower as described below in the section
    entitled "Letter of Credit Facility."

    LINE OF CREDIT.  The words "Line of Credit" mean the credit facility
    described in the Section titled "LINE OF CREDIT" below.

    LIQUID ASSETS.  The words "Liquid Assets" mean Borrower's cash on
    hand plus Borrower's readily marketable securities.

    LOAN.  The word "Loan" or "Loans" means and includes without
    limitation any and all commercial loans and financial accommodations
    from Lender to Borrower, whether now or hereafter existing, and
    however evidenced, including without limitation those loans and
    financial accommodations described herein or described on any exhibit
    or schedule attached to this Agreement from time to time.

    NOTE.  The word "Note" means and includes without limitation
    Borrower's promissory note or notes, if any, evidencing Borrower's
    Loan obligations in favor of Lender, as well as any substitute,
    replacement or refinancing note or notes therefor.

    PERMITTED LIENS.  The words "Permitted Liens" mean: (a) liens and
    security interests securing Indebtedness owed by Borrower to Lender;
    (b) liens for taxes, assessments, or similar charges either not yet
    due or being contested in good faith; (c) liens of materialmen,
    mechanics, warehousemen, or carriers, or other like liens arising in
    the ordinary course of business and securing obligations which are not
    yet delinquent; (d) purchase money liens or purchase money security
    interests upon or in any property acquired or held by Borrower in the
    ordinary course of business to secure indebtedness outstanding on the
    date of this Agreement or permitted to be incurred under the paragraph
    of this Agreement titled "Indebtedness and Liens"; (e) liens and
    security interests which, as of the date of this Agreement, have been
    disclosed to and approved by the Lender in writing; and (f) those
    liens and security interests which in the aggregate constitute an
    immaterial and insignificant monetary amount with respect to the net
    value of Borrower's assets.

    RELATED DOCUMENTS.  The words "Related Documents" mean and include
    without limitation all promissory notes, credit agreements, loan
    agreements, environmental agreements, guaranties, security agreements,
    mortgages, deeds of trust, and all other instruments, agreements and
    documents, whether now or hereafter existing, executed in connection
    with the Indebtedness.

    SECURITY AGREEMENT.  The words "Security Agreement" mean and include
    without limitation any agreements, promises, covenants, arrangements,
    understandings or other agreements, whether created by law, contract,
    or otherwise, evidencing, governing, representing, or creating a
    Security Interest.

    SCURITY INTEREST.  The words "Security Interest" mean and include
    wthout limitation any type of collateral security, whether in the
    form of a lien, charge, mortgage, deed of trust, assignment, pledge,
    chattel mortgage, chattel trust, factor's lien, equipment trust,
    conditional sale, trust receipt, lien or title retention contract,
    lease or consignment intended as a security device, or any other
    security or lien interest whatsoever, whether created by law,
    contract, or otherwise.

    SARA.  The word "SARA" means the Superfund Amendments and 
    Reauthorization Act of 1986 as now or hereafter amended.

    SUBORDINATED DEBT.  The words "Subordinated Debt" mean indebtedness
    and liabilities of Borrower which have been subordinated by written
    agreement to indebtedness owed by Borrower to Lender in form and
    substance acceptable to Lender.

    TANGIBLE NET WORTH.  The words "Tangible Net Worth" mean Borrower's 
    total assets excluding all intangible assets (i.e., goodwill, 
    trademarks, patents, copyrights, organizational expenses, and 
    similar intangible items, but including leaseholds and leasehold 
    improvements) less total Debt.

    WORKING CAPITAL.  The words "Working Capital" mean Borrower's current
    assets, excluding prepaid expenses, less Borrower's current
    liabilities.

LINE OF CREDIT.  Lender agrees to make Advances to Borrower from time to time
from the date of this Agreement to the Expiration Date, provided the aggregate
amount of such Advances outstanding at any time does not exceed the Borrowing
Base.  Within the foregoing limits, Borrower may borrow, partially or wholly
prepay, and reborrow under this Agreement as follows.

     CONDITIONS PRECEDENT TO EACH ADVANCE.  Lender's obligation to make any
     Advance to or for the account of Borrower under this Agreement is
     subject to the following conditions precedent, with all documents,
     instruments, opinions, reports, and other items required under this
     Agreement to be in form and substance satisfactory to Lender:

	 (a)  Lender shall have received evidence that this Agreement and
	 all Related Documents have been duly authorized, executed, and
	 delivered by Borrower to Lender.

	 (b)  Lender shall have received such opinions of counsel, 
	 supplemental opinions, and documents as Lender may request.

	 (c)  The security interests in the Collateral shall have been 
	 duly authorized, created, and perfected with first lien priority
	 and shall be in full force and effect.

	 (d)  All guaranties required by Lender for the Line of Credit 
	 shall have been executed by each Guarantor, delivered to Lender,
	 and be in full force and effect.

	 (e)  Lender, at its option and for its sole benefit, shall have
	 conducted an audit of Borrower's Accounts, Inventory, Equipment
	 books, records, and operations, and Lender shall be satisfied as
	 to their condition.

	 (f)  Borrower shall have paid to Lender all fees, costs, and 
	 expenses specified in this Agreement and the Related Documents
	 as are then due and payable.

	 (g)  There shall not exist at the time of any Advance a condition
	 which would constitute an Event of Default under this Agreement,
	 and Borrower shall have delivered to Lender the compliance 
	 certificate called for in the paragraph below titled "Compliance
	 Certificate."

     MAKING LOAN ADVANCES.  Advances under the Line of Credit may be
     requested either orally or in writing subject to the limitations set
     forth below.  Lender may, but need not, require that all oral requests
     be confirmed in writing.  Each Advance shall be conclusively deemed to
     have been made at the request of and for the benefit of Borrower (a)
     when credited to any deposit account of Borrower maintained with
     Lender or (b) when advanced in accordance with the instructions of an
     authorized person.  Lender, at its option, may set a cutoff time,
     after which all requests for Advances will be treated as having been
     requested on the next succeeding Business Day.  Under no circumstances
     shall Lender be required to make any Advance in an amount less than
     $5,000.00.

     MANDATORY LOAN REPAYMENTS.  If at any time the aggregate principal
     amount of the outstanding Advances shall exceed the applicable
     Borrowing Base, Borrower, immediately upon written or oral notice from
     Lender, shall pay to Lender an amount equal to the difference between
     the outstanding principal balance of the Advances and the Borrowing
     Base.  On the Expiration Date, Borrower shall pay to Lender in full
     the aggregate unpaid principal amount of all Advances then outstanding
     and all accrued unpaid interest, together with all other applicable
     fees, costs and charges, if any, not yet paid.

     LOAN ACCOUNT.  Lender shall maintain on its books a record of account
     in which Lender shall make entries for each Advance and such other
     debits and credits as shall be appropriate in connection with the
     credit facility.  Lender shall provide Borrower with periodic
     statements of Borrower's account, which statements shall be considered
     to be correct and conclusively binding on Borrower unless Borrower
     notifies Lender to the contrary within thirty (30) days after
     Borrower's receipt of any such statement which Borrower deems to be
     incorrect.

COLLATERAL.  To secure payment of the Line of Credit and performance of all 
other Loans, obligations and duties owed by Borrower to Lender, Borrower (and 
others, if required) shall grant to Lender Security Interests in such 
property and assets as Lender may require (the "Collateral").  Lender's 

<PAGE>

02-05-1999                        LOAN AGREEMENT                         Page 3
				     (Continued)
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Security Interests in the Collateral shall be continuing liens and shall 
include the proceeds and products of the Collateral, including without 
limitation the proceeds of any Insurance.  With respect to the Collateral,
Borrower agrees and represents and warrants to Lender:
	  
     PERFECTION OF SECURITY INTERESTS.  Borrower agrees to execute such
     financing statements and to take whatever other actions are requested
     by Lender to perfect and continue Lender's Security Interests in the
     Collateral.  Upon request of Lender, Borrower will deliver to Lender
     any and all of the documents evidencing or constituting the
     Collateral, and Borrower will note Lender's interest upon any and all
     chattel paper if not delivered to Lender for possession by Lender. 
     Contemporaneous with the execution of this Agreement, Borrower will
     execute one or more UCC financing statements and any similar
     statements as may be required by applicable law, and will file such
     financing statements and all such similar statements in the 
     appropriate location or locations.  Borrower hereby appoints Lender as
     its irrevocable attorney-in-fact for the purpose of executing any
     documents necessary to perfect or to continue any Security Interest. 
     Lender may at any time, and without further authorization from
     Borrower, file a carbon, photograph, facsimile, or other reproduction
     of any financing statement for use as a financing statement. 
     Borrower will reimburse Lender for all expenses for the perfection,
     termination, and the continuation of the perfection of Lender's
     security interest in the Collateral.  Borrower promptly will notify
     Lender of any change in Borrower's name including any change to the
     assumed business names of Borrower.  Borrower also promptly will
     notify Lender of any change in Borrower's Social Security Number or
     Employer Identification Number.  Borrower further agrees to notify
     Lender in writing prior to any change in address or location
     of Borrower's principal governance office or should Borrower merge or
     consolidate with any other entity.

     COLLATERAL RECORDS.  Borrower does now, and at all times hereafter
     shall, keep correct and accurate records of the Collateral, all of
     which records shall be available to Lender or Lender's representative
     upon demand for inspection and copying at any reasonable time.  With
     respect to the Accounts, Borrower agrees to keep and maintain such
     records as Lender may require, including without limitation
     information concerning Eligible Accounts and Account balances and
     agings.  With respect to the Inventory, Borrower agrees to keep and
     maintain such records as Lender may require, including without
     limitation information concerning Eligible Inventory and records
     itemizing and describing the kind, type, quality, and quantity of
     Inventory, Borrower's Inventory costs and selling prices, and the
     daily withdrawals and additions to Inventory.  With respect to the
     Equipment, Borrower agrees to keep and maintain such records as Lender
     may require, including without limitation information concerning
     Eligible Equipment and records itemizing and describing the kind,
     type, quality, and quantity of Equipment, Borrower's Equipment costs,
     and the daily withdrawals and additions to Equipment.  The following
     is an accurate and complete list of all locations at which Borrower
     keeps or maintains business records concering Borrower's Accounts,
     Inventory and Equipment:  4954 VAN NUYS BOULEVARD, #201, SHERMAN
     OAKS, CA  91403.

     COLLATERAL SCHEDULES.  Concurrently with the execution and delivery of
     this Agreement, Borrower shall execute and deliver to Lender schedules
     of Accounts, Inventory and Equipment and schedules of Eligible
     Accounts, Eligible Inventory and Eligible Equipment, in form and
     substance satisfactory to the Lender.  Thereafter Supplemental
     schedules shall be delivered according to the following schedule:
     SUBMISSION OF MONTHLY ACCOUNTS RECEIVABLE AND ACCOUNTS PAYABLE AGINGS
     WITHIN FIFTEEN (15) DAYS OF THE FOLLOWING MONTH.

     REPRESENTATIONS AND WARRANTIES CONCERNING ACCOUNTS.  With respect to
     the Accounts, Borrower represents and warrants to Lender: (a) Each
     Account represented by Borrower to be an Eligible Account for purposes
     of this Agreement conforms to the requirements of the definition of an
     Eligible Account; (b) All Account information listed on schedules
     delivered to Lender will be true and correct, subject to immaterial
     variance; and (c) Lender, its assigns, or agents shall have the right
     at any time and at Borrower's expense to inspect, examine, and audit
     Borrower's records and to confirm with Account Debtors the accuracy of
     such Accounts.

     REPRESENTATIONS AND WARRANTIES CONCERNING INVENTORY.  With respect to
     the Inventory, Borrower represents and warrants to Lender: (a) All
     Inventory represented by Borrower to be Eligible Inventory for
     purposes of this Agreement conforms to the requirements of the
     definition of Eligible Inventory; (b) All Inventory values listed on
     schedules delivered to Lender will be true and correct, subject to
     immaterial variance; (c) The value of the Inventory will be determined
     on a consistent accounting basis; (d) Except as agreed to the contrary
     by Lender in writing, all Eligible Inventory is now and at all times
     hereafter will be in Borrower's physical possession and shall not be
     held by others on consignment, sale on approval, or sale or return;
     (e) Except as reflected in the Inventory schedules delivered to
     Lender, all Eligible Inventory is now and at all times hereafter will
     be of good and merchantable quality, free from defects; (f) Eligible
     Inventory is not now and will not at any time hereafter be stored with
     a bailee, warehouseman, or similar party without Lender's prior
     written consent, and, in such event, Borrower will concurrently at the
     time of bailment cause any such bailee, warehouseman, or similar party
     to issue and deliver to Lender, in form acceptable to Lender,
     warehouse receipts in Lender's name evidencing the storage of
     Inventory; and (g) Lender, its assigns, or agents shall have the right
     at any time and at Borrower's expense to inspect and examine the
     Inventory and to check and test the same as to quality, quantity,
     value, and condition.

     REPRESENTATIONS AND WARRANTIES CONCERNING EQUIPMENT.  With respect to
     the Equipment, Borrower represents and warrants to Lender: (a) All
     Equipment represented by Borrower to be Eligible Equipment for
     purposes of this Agreement conforms to the requirements of the
     definition of Eligible Equipment; (b) All Equipment values listed on
     schedules delivered to Lender will be true and correct, subject to
     immaterial variance; (c) The value of the Equipment will be determined
     on a consistent accounting basis; (d) Except as agreed to the contrary
     by Lender in writing, all Eligible Equipment is now and at all times
     hereafter will be in Borrower's physical possession; (e) Except as
     reflected in the Equipment schedules delivered to Lender, all Eligible
     Equipment is now and at all times hereafter will be of good and
     merchantable quality, free from defects; (f) Eligible Equipment is not
     now and will not at any time hereafter be stored with a bailee,
     warehouseman, or similar party without Lender's prior written consent,
     and, in such event, Borrower will concurrently at the time of bailment
     cause any such bailee, warehouseman, or similar party to issue and
     deliver to Lender, in form acceptable to Lender, warehouse receipts in
     Lender's name evidencing the storage of Equipment; and (g) Lender, its
     assigns, or agents shall have the right at any time and at Borrower's
     expense to inspect and examine the Equipment and to check and test the
     same as to quality, quantity, value, and condition.
		    
REPRESENTATIONS AND WARRANTIES.  Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of Loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:

     ORGANIZATION.  Borrower is a corporation which is duly organized,
     validly existing, and in good standing under the laws of the State of
     California and is validly existing and in good standing in all states
     in which Borrower is doing business.  Borrower has the full power and
     authority to own its properties and to transact the businesses in
     which it is presently engaged or presently proposes to engage. 
     Borrower also is duly qualified as a foreign corporation and is in
     good standing in all states in which the failure to so qualify would
     have a material adverse effect on its businesses or financial
     condition.

     AUTHORIZATION.  The execution, delivery, and performance of this
     Agreement and all Related Documents by Borrower, to the extent to be
     executed, delivered or performed by Borrower, have been duly
     authorized by all necessary action by Borrower; do not require the
     consent or approval of any other person, regulatory authority or
     governmental body; and do not conflict with, result in a violation of,
     or constitute a default under (a) any provision of its articles of
     incorporation or organization, or bylaws, or any agreement or other
     instrument binding upon Borrower or (b) any law, governmental
     regulation, court decree, or order applicable to Borrower.

     FINANCIAL INFORMATION.  Each financial statement of Borrower supplied
     to Lender truly and completely disclosed Borrower's financial
     condition as of the date of the statement, and there has been no
     material adverse change in Borrower's financial condition subsequent
     to the date of the most recent financial statement supplied to Lender.
     Borrower has no material contingent obligations except as disclosed in
     such financial statements.

     LEGAL EFFECT.  This Agreement constitutes, and any instrument or
     agreement required hereunder to be given by Borrower when delivered
     will constitute, legal, valid and binding obligations of Borrower
     enforceable against Borrower in accordance with their respective
     terms.

     PROPERTIES.  Except for Permitted Liens, Borrower owns and has good
     title to all of Borrower's properties free and clear of all Security
     Interests, and has not executed any security documents or financing
     statements relating to such properties.  All of Borrower's properties
     are titled in Borrower's legal name, and Borrower has not used, or
     filed a financing statement under, any other name for at least the
     last five (5) years.

     HAZARDOUS SUBSTANCES.  The terms "hazardous waste," "hazardous
     substance," "disposal," "release," and "threatened release," as used
     in this Agreement, shall have the same meanings as set forth in the
     "CERCLA," "SARA," the Hazardous Materials Transportation Act, 49
     U.S.C. Section 1801, et seq., the Resource Conservation and Recovery
     Act, 42 U.S.C. Section 6901, et seq., Chapters 6.5 through 7.7 of
     Division 20 of the California Health and Safety Code, Section 25100,
     et seq., or other applicable state or Federal laws, rules, or
     regulations adopted pursuant to any of the foregoing.  Except as
     disclosed to and acknowledged by Lender in writing, Borrower
     represents and warrants that: (a) During the period of Borrower's
     ownership of the properties, there has been no use, generation,
     manufacture, storage, treatment, disposal, release or threatened
     release of any hazardous waste or substance by any person on, under,
     about or from any of the properties. (b) Borrower has no knowledge of,
     or reason to believe that there has been (i) any use, generation,
     manufacture, storage, treatment, disposal, release, or threatened
     release of any hazardous waste or substance on, under, about or from
     the properties by any prior owners or occupants of any of the
     properties, or (ii) any actual or threatened litigation or claims of
     any kind by any person relating to such matters. (c) Neither
     Borrower nor any tenant, contractor, agent or other authorized user of
     any of the properties shall use, generate, manufacture, store, treat,
     dispose of, or release any hazardous waste or substance on, under,
     about or from any of the properties; and any such activity shall be
     conducted in compliance with all applicable federal, state, and local
     laws, regulations, and ordinances, including without limitation those
     laws, regulations and ordinances described above.  Borrower authorizes
     Lender and its agents to enter upon the properties to make such
     inspections and tests as Lender may deem appropriate to determine
     compliance of the properties with this section of the Agreement.  Any
     inspections or tests made by Lender shall be at Borrower's expense and
     for Lender's purposes only and shall not be construed to create any
     responsibility or liability on the part of Lender to Borrower or to
     any other person.  The representations and warranties contained herein
     are based on Borrower's due diligence in investigating the properties
     for hazardous waste and hazardous substances.  Borrower hereby (a)
     releases and waives any future claims against Lender for indemnity or
     contribution in the event Borrower becomes liable for cleanup or
     other costs under any such laws, and (b) agrees to indemnify and hold
     harmless Lender against any and all claims, losses, liabilities,
     damages, penalties, and expenses which Lender may directly or
     indirectly sustain or suffer resulting from a breach of this section

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02-05-1999                       LOAN AGREEMENT                        PAGE 4
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     of the Agreement or as a consequence of any use, generation,
     manufacture, storage, disposal, release or threatened release
     occurring prior to Borrower's ownership or interest in the properties,
     whether or not the same was or should have been known to Borrower. 
     The provisions of this section of the Agreement, including the obligation
     to indemnity, shall survive the payment of the Indebtedness and the
     termination or expiration of this Agreement and shall not be affected
     by Lender's acquisition of any interest in any of the properties, 
     whether by foreclosure or otherwise.

     LITIGATION AND CLAIMS.  No litigation, claim, investigation,
     administrative proceeding or similar action (including those for
     unpaid taxes) against Borrower is pending or threatened, and no other
     event has occurred which may materially adversely affect Borrower's
     financial condition or properties, other than litigation, claims, or
     other events, if any, that have been disclosed to and acknowledged by
     Lender in writing.

     TAXES.  To the best of Borrower's knowledge, all tax returns and
     reports of Borrower that are or were required to be filed, have been
     filed, and all taxes, assessments and other governmental charges have
     been paid in full, except those presently being or to be contested by
     Borrower in good faith in the ordinary course of business and for
     which adequate reserves have been provided.

     LIEN PRIORITY.  Unless otherwise previously disclosed to Lender in
     writing, Borrower has not entered into or granted any Security
     Agreements, or permitted the filing or attachment of any Security
     Interests on or affecting any of the Collateral directly or indirectly
     securing repayment of Borrower's Loan and Note, that would be prior or
     that may in any way be superior to Lender's Security Interests and
     rights in and to such Collateral.

     BINDING EFFECT.  This Agreement, the Note, all Security Agreements
     directly or indirectly securing repayment of Borrower's Loan and Note
     and all of the Related Documents are binding upon Borrower as well as
     upon Borrower's successors, representatives and assigns, and are
     legally enforceable in accordance with their respective terms.

     COMMERCIAL PURPOSES.  Borrower intends to use the Loan proceeds solely
     for business or commercial related purposes.

     EMPLOYEE BENEFIT PLANS.  Each employee benefit plan as to which
     Borrower may have any liability complies in all material respects with
     all applicable requirements of law and regulations, and (i) no
     Reportable Event nor Prohibited Transaction (as defined in ERISA) has
     occurred with respect to any such plan, (ii) Borrower has not
     withdrawn from any such plan or initiated steps to do so, (iii) no
     steps have been taken to terminate any such plan, and (iv) there are
     no unfunded liabilities other than those previously disclosed to
     Lender in writing.

     LOCATION OF BORROWER'S OFFICES AND RECORDS.  Borrower's place of
     business, or Borrower's Chief executive office, if Borrower has more
     than one place of business, is located at 4954 VAN NUYS BLVD., #201,
     SHERMAN OAKS, CA 91403.  Unless Borrower has designated otherwise in
     writing this location is also the office or offices where Borrower
     keeps its records concerning the Collateral.

     INFORMATION.  All information heretofore or contemporaneously herewith
     furnished by Borrower to Lender for the purposes of or in connection
     with this Agreement or any transaction contemplated hereby is, and all
     information hereafter furnished by or on behalf of Borrower to Lender
     will be, true and accurate in every material respect on the date as of
     which such information is dated or certified; and none of such
     information is or will be incomplete by omitting to state any material
     fact necessary to make such information not misleading.

     SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  Borrower understands and
     agrees that Lender, without independent investigation, is relying upon
     the above representations and warranties in extending Loan Advances to
     Borrower.  Borrower further agrees that the foregoing representations
     and warranties shall be continuing in nature and shall remain in full
     force and effect until such time as Borrower's Indebtedness shall be
     paid in full, or until this Agreement shall be terminated in the
     manner provided above, whichever is the last to occur.

AFFIRMATIVE COVENANTS.  Borrower covenants and agrees with Lender that, while
this Agreement is in effect, Borrower will:

     LITIGATION.  Promptly inform lender in writing of (a) all material
     adverse changes in Borrower's financial condition, and (b) all
     existing and all threatened litigation, claims, investigations,
     administrative proceedings or similar actions affecting Borrower or
     any Guarantor which could materially affect the financial condition of
     Borrower or the financial condition of any Guarantor.

     FINANCIAL RECORDS.  Maintain its books and records in accordance with
     generally accepted accounting principles, applied on a consistent
     basis, and permit Lender to examine and audit Borrower's books and
     records at all reasonable times.

     FINANCIAL STATEMENTS.  Furnish Lender with, as soon as available, but
     in no event later than ninety (90) days after the end of each fiscal
     year, Borrower's balance sheet and income statement for the year
     ended, audited by a certified public accountant satisfactory to
     Lender, and, as soon as available, but in no event later than forty-five
     (45) days after the end of each fiscal quarter, Borrower's balance sheet
     and profit and loss statement for the period ended, prepared and
     certified as correct to the best knowledge and belief by Borrower's chief
     financial officer or other officer or person acceptable to Lender. 
     All financial reports required to be provided under this Agreement
     shall be prepared in accordance with generally accepted accounting
     principles, applied on a consistent basis, and certified by Borrower
     as being true and correct.

     ADDITIONAL INFORMATION.  Furnish such additional information and
     statements, lists of assets and liabilities, agings of receivables and
     payables, inventory schedules, budgets, forecasts, tax returns, and
     other reports with respect to Borrower's financial condition and
     business operations as Lender may request from time to time.

     FINANCIAL COVENANTS AND RATIOS.  Comply with the following covenants
     and ratios:

	  TANGIBLE NET WORTH. Maintain a minimum Tangible Net Worth of
	  not less than $2,200,000.00.

	  NET WORTH RATIO. Maintain a ratio of Total Liabilities to
	  Tangible Net Worth of less than 2.50 to 1.00.

	  WORKING CAPITAL.  Maintain Working Capital in excess of
	  $500,000.00.

	  CURRENT RATIO.  Maintain a ratio of Current Assets to Current
	  Liabilities in excess of 1.00 to 1.00.

	  OTHER RATIO.  Maintain a ration of"EBITDA", WHICH MEANS FOR ANY
	  PERIOD, THE SUME OF (A) NET INCOME FOR SUCH PERIOD AND (B) THE
	  FOLLOWING, TO THE EXTENT DEDUCTED IN DETERMINING SUCH NET INCOME:
	  (I) DEPRECIATION AND AMORTIZATION, (II) INCOME TAXES, AND (III)
	  INTEREST EXPENSE OF 2.50 TO 1.00.  Except as provided above, all
	  computations made to determine compliance with the requirements
	  contained in this paragraph shall be made in accordance with
	  generally accepted accounting principles, applied on a consistent
	  basis, and certified by Borrower as being true and correct.

	  INSURANCE.  Maintain fire and other risk insurance, public
	  liability insurance, and such other insurance as Lender may
	  require with respect to Borrower's properties and operations,
	  in form, amounts, coverages and with insurance companies
	  reasonably acceptable to Lender. Borrower, upon request of
	  Lender, will deliver to Lender from time to time the policies or
	  certificates of insurance in form satisfactory to Lender,
	  including stipulations that coverages will not be cancelled or
	  diminished without at least ten (10) days' prior written notice
	  to Lender.  Each insurance policy also shall include an
	  endorsement providing that coverage in favor of Lender will not
	  be impaired in any way by any act, omission or default of
	  Borrower or any other person. In connection with all policies
	  covering assets in which Lender holds or is offered a security
	  interest for the Loans, Borrower will provide Lender with
	  such loss payable or other endorsements as Lender may require.

     INSURANCE REPORTS.  Furnish to Lender, upon request of Lender, reports
     on each existing insurance policy showing such information as Lender
     may reasonably request, including without limitation the following:
     (a) the name of the insurer; (b) the risks insured; (c) the amount of
     the policy; (d) the properties insured; (e) the then current property
     values on the basis of which insurance has been obtained, and the
     manner of determining those values; and (f) the expiration date of the
     policy.  In addition, upon request of Lender (however not more often
     than annually), Borrower will have an independent appraiser
     satisfactory to Lender determine, as applicable, the actual cash
     value or replacement cost of any Collateral.  The cost of such
     appraisal shall be paid by Borrower.

     OTHER AGREEMENTS.  Comply with all terms and conditions of all other
     agreements, whether now or hereafter existing, between Borrower and
     any other party and notify Lender immediately in writing of any
     default in connection with any other such agreements.

     LOAN PROCEEDS.  Use all Loan proceeds solely for Borrower's business
     operations, unless specifically consented to the contrary by Lender in
     writing.

     TAXES, CHARGES AND LIENS.  Pay and discharge when due all of its
     indebtedness and obligations, including without limitation all
     assessments, taxes, governmental charges, levies and liens, of every
     kind and nature, imposed upon Borrower or its properties, income, or
     profits, prior to the date on which penalties would attach, and all
     lawful claims that, if unpaid, might become a lien or charge upon any
     of Borrower's properties, income, or profits.  Provided however,
     Borrower will not be required to pay and discharge any such
     assessment, tax, charge, levy, lien or claim so long as (a) the
     legality of the same shall be contested in good faith by appropriate
     proceedings, and (b) Borrower shall have established on its books
     adequate reserves with respect to such contested assessment, tax,
     charge, levy, lien, or claim in accordance with generally accepted
     accounting practices.  Borrower, upon demand of Lender, will furnish
     to Lender evidence of payment of the assessments, taxes, charges,
     levies, liens and claims and will authorize the appropriate
     governmental official to deliver to Lender at any time a written
     statement of any assessments, taxes, charges, levies, liens and
     claims against Borrower's properties, income, or profits.

     PERFORMANCE. Perform and comply with all terms, conditions,
     and provisions set forth in this Agreement and in the Related
     Documents in a timely manner, and promptly notify Lender if Borrower
     learns of the occurrence of any event which constitutes an Event of
     Default under this Agreement or under any of the Related Documents.

     OPERATIONS.  Maintain executive and management personnel with
     substantially the same qualifications and experience as the present
     executive and management personnel; provide written notice to Lender of any
     change in executive and management personnel; conduct its business

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02-05-1999                       LOAN AGREEMENT                        PAGE 5
				   (CONTINUED)
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     affairs in a reasonable and prudent manner and in compliance with all
     applicable federal, state and municipal laws, ordinances, rules and
     regulations respecting its properties, charters, businesses and
     operations, including without limitation, compliance with the
     Americans With Disabilities Act and with all minimum funding standards
     and other requirements of ERISA and other laws applicable to
     Borrower's employee benefit plans.

     INSPECTION.  Permit employees or agents of Lender at any reasonable
     time to inspect any and all Collateral for the Loan or Loans and
     Borrower's other properties and to examine or audit Borrower's books,
     accounts, and records and to make copies and memoranda of Borrower's
     books, accounts, and records.  If Borrower now or at any time
     hereafter maintains any records (including without limitation computer
     generated records and computer software programs for the generation of
     such records) in the possession of a third party, Borrower, upon
     request of Lender, shall notify such party to permit Lender free
     access to such records at all reasonable times and to provide Lender
     with copies of any records it may request, all at Borrower's expense.

     COMPLIANCE CERTIFICATE.  Unless waived in writing by Lender, provide
     Lender at least annually and at the time of each disbursement of Loan
     proceeds with a certificate executed by Borrower's chief financial
     officer, or other officer or person acceptable to Lender, certifying
     that the representations and warranties set forth in this Agreement
     are true and correct as of the date of the certificate and further
     certifying that, as of the date of the certificate, no Event of
     Default exists under this Agreement.

     ENVIRONMENTAL COMPLIANCE AND REPORTS.  Borrower shall comply in all
     respects with all environmental protection federal, state and local
     laws, statutes, regulations and ordinances; not cause or permit to
     exist, as a result of an intentional or unintentional action or
     omission on its part or on the part of any third party, on property
     owned and/or occupied by Borrower, any environmental activity where
     damage may result to the environment, unless such environmental
     activity is pursuant to and in compliance with the conditions of a
     permit issued by the appropriate federal, state or local governmental
     authorities; shall furnish to Lender promptly and in any event within
     thirty (30) days after receipt thereof a copy of any notice, summons,
     lien, citation, directive, letter or other communication from any
     governmental agency or instrumentality concerning any intentional or
     unintentional action or omission on Borrower's part in connection
     with any environmental activity whether or not there is damage to the
     environment and/or other natural resources.

     ADDITIONAL ASSURANCES.  Make, execute and deliver to Lender such
     promissory notes, mortgages, deeds of trust, security agreements,
     financing statements, instruments, documents and other agreements as
     Lender or its attorneys may reasonably request to evidence and secure
     the Loans and to perfect all Security Interests.

RECOVERY OF ADDITIONAL COSTS. If the imposition of or any change in any law,
rule, regulation or guideline, or the interpretation or application of any
thereof by any court or administrative or governmental authority (including any
request or policy not having the force of law) shall impose, modify or make
applicable any taxes (except U.S. federal, state or local income or franchise
taxes imposed on Lender), reserve requirements, capital adequacy requirements or
other obligations which would (a) increase the cost to Lender for extending or
maintaining the credit facilities to which this Agreement relates, (b) reduce
the amounts payable to Lender under this Agreement or the Related Documents, or
(c) reduce the rate of return on Lender's capital as a consequence of Lender's
obligations with respect to the credit facilities to which this Agreement
relates, then Borrower agrees to pay Lender such additional amounts as will
compensate Lender therefor, within five (5) days after Lender's written demand
for such payment, which demand shall be accompanied by an explanation of such
imposition or charge and a calculation in reasonable detail of the additional
amounts payable by Borrower, which explanation and calculations shall be
conclusive in the absence of manifest error.

NEGATIVE COVENANTS.  Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

     INDEBTEDNESS AND LIENS. (a) Except for trade debt incurred in the
     normal course of business and indebtedness to Lender contemplated by
     this Agreement, create, incur or assume additional indebtedness for
     borrowed money, including capital leases, (b) except as allowed as a
     Permitted Lien, sell, transfer, mortgage, assign, pledge, lease, grant
     a security interest in, or encumber any of Borrower's assets, or (c) sell
     with recourse any of Borrowers accounts, except to Lender.

     CONTINUITY OF OPERATIONS. (a) Engage in any business activities
     substantially different than those in which Borrower is presently
     engaged, (b) cease operations, liquidate, merge, transfer, acquire or
     consolidate with any other entity, change ownership, change its name,
     dissolve or transfer or sell Collateral out of the ordinary course of
     business, (c) pay any dividends on Borrower's stock (other than
     dividends payable in its stock), provided, however that
     notwithstanding the foregoing, but only so long as no Event of Default
     has occurred and is continuing or would result from the payment of
     dividends, if Borrower is a "Subchapter S Corporation" (as defined in
     the Internal Revenue Code of 1986, as amended), Borrower may pay cash
     dividends on its stock to its shareholders from time to time in
     amounts necessary to enable the shareholders to pay income taxes and
     make estimated income tax payments to satisfy their liabilities under
     federal and state law which arise solely from their status as
     Shareholders of a Subchapter S Corporation because of their ownership
     of shares of stock of Borrower, or (d) purchase or retire any of
     Borrower's outstanding shares or alter or amend Borrower's capital
     structure.

     LOANS, ACQUISITIONS AND GUARANTIES. (a) Loan, invest in or advance
     money or assets, (b) purchase, create or acquire any interest in any
     other enterprise or entity, or (c) incur any obligation as surety or
     guarantor other than in the ordinary course of business.

CESSATION OF ADVANCES.  If lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds if:
(a) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the Related Documents or any other agreement that Borrower or any
Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent,
files a petition in bankruptcy or similar proceedings, or is adjudged a
bankrupt; (c) there occurs A material adverse change in Borrower's financial
condition, in the financial condition of any Guarantor, or in the value of any
Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise
attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any
other loan with Lender; or (e) Lender in good faith deems itself insecure, even
though no Event of Default shall have occurred.

NOTICE OF LITIGATION.  Debtor will promptly give notice to Lender in writing of
any proceedings against Debtor involving amounts in excess of $25,000.00 not
fully covered by insurance, any substantial claim or dispute which may exist
between Debtor and any Person, any labor controversy resulting in or threatening
to result in a strike against Debtor, or any proposal by any public authority to
acquire a material portion of the assets or business of Debtor.

NOTICE OF UNINSURED LOSS.  Debtor shall give Lender written notice of any
uninsured loss in excess of $25,000.00 in each instance.

ADDITIONAL FINANCIAL COVENANT.
1.  Monthly internal financial statements and cash flows within Twenty (20)
days of the following month.
2.  Quarterly 10Q statements within forty five (45) days after the close of
each quarter.
3.  Fiscal year end Certified Public Accountant audited 10K Financial Statements
due within one hundred twenty days of year end.

REPLACEMENT OF PRIOR LOAN AGREEMENT.  This Agreement replaces and supersedes
that certain Loan Agreement, dated as of June 30, 1998, as amended from time
to time, between Borrower and Lender.

YEAR 2000 BORROWER REPRESENTATIONS AND COVENANT.  The borrower has (i)
undertaken a sufficient inventory, review and assessment of all areas within
its business and operations that could be adversely affected by the failure of
the borrower to be Year 2000 Compliant on a timely basis, (ii) developed a plan
and timeline for becoming Year 2000 compliant on a timely basis, (iii) to date,
implemented that plan in accordance with that timeline in all material respects
and, (iv) made inquiry of its key suppliers, vendors and customers as to whether
such person(s) will, on a timely basis, be Year 2000 Complaint in all material
respects and on the basis of such inquiry reasonably believes that all such
person(s) will, on a timely basis, be Year 2000 Compliant.  "Year 2000
Compliant" shall mean that, in all material respects, all computer and
software related applications shall be able to recognize and perform
properly, date sensitive functions involving dates prior to and after
December 31, 1999.

No later than December 31, 1998, the borrower shall have completed testing
to verify whether all of its computer and software related applications
are Year 2000 Compliant.

The borrower shall take all action necessary to ensure that the borrower
shall be Year 2000  Compliant and that no material adverse change will
arise in the borrower's financial condition as a result of its efforts or
failure to be Year 2000 Compliant.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual possessory security
interest in, and hereby assigns, conveys, delivers, pledges, and transfers to
Lender all Borrower's right, title and interest in and to, Borrower's accounts
with Lender (whether checking, savings, or some other account), including
without limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future, excluding however all IRA and Keogh accounts,
and all trust accounts for which the grant of a security interest would be
prohibited by law.  Borrower authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on the Indebtedness against
any and all such accounts.

EVENTS OF DEFAULT.  Each of the following shall constitute an Event of Default
under this Agreement:

     DEFAULT ON INDEBTEDNESS.  Failure of Borrower to make any payment when
     due on the Loans.

     OTHER DEFAULTS.  Failure of Borrower or any Grantor to comply with
     or to perform when due any other term, obligation, covenant or
     condition contained in this Agreement or in any of the Related
     Documents, or failure of Borrower to comply with or to perform any
     other term, obligation, covenant or condition contained in any other
     agreement between Lender and Borrower.

     FALSE STATEMENTS.  Any warranty, representation or statement made or
     furnished to Lender by or on behalf of Borrower or any Grantor under
     this Agreement or the Related Documents is false or misleading in any
     material respect at the time made or furnished, or becomes false or
     misleading at any time thereafter.


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02-05-1999                        LOAN AGREEMENT                        PAGE 6
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     DEFECTIVE COLLATERALIZATION.  This Agreement or any of the Related
     Documents ceases to be in full force and effect (including failure of
     any Security Agreement to create a valid and perfected Security
     Interest) at any time and for any reason.

     INSOLVENCY.  The dissolution or termination of Borrower's existence as
     a going business, the insolvency of Borrower, the appointment of a
     receiver for any part of Borrower's property, any assignment for the
     benefit of creditors, any type of creditor workout, or the
     commencement of any proceeding under any bankruptcy or insolvency laws
     by or against Borrower.

     CREDITOR OR FORFEITURE PROCEEDINGS.  Commencement of foreclosure or
     forfeiture proceedings, whether by judicial proceeding, self-help,
     repossession or any other method, by any creditor of Borrower, any
     creditor of any Grantor against any collateral securing the
     Indebtedness, or by any governmental agency.  This includes a
     garnishment, attachment, or levy on or of any of Borrowers deposit
     accounts with Lender.  However, this Event of Default shall not
     apply if there is a good faith dispute by Borrower or Grantor, as
     the case may be, as to the validity or reasonableness of the claim
     which is the basis of the creditor or forfeiture proceeding, and if
     Borrower or Grantor gives Lender written notice of the creditor or
     forfeiture proceeding and furnishes reserves or a surety bond for
     the creditor or forfeiture proceeding satisfactory to Lender.

     EVENTS AFFECTING GUARANTOR.  Any of the preceding events occurs with
     respect to any Guarantor of any of the Indebtedness or any Guarantor
     dies or becomes incompetent, or revokes or disputes the validity of,
     or liability under, any Guaranty of the Indebtedness.  Lender, at its
     option, may, but shall not be required to, permit the Guarantor's
     estate to assume unconditionally the obligations arising under the
     guaranty in a manner satisfactory to Lender, and, in doing so, cure
     the Event of Default.

     CHANGE IN OWNERSHIP.  Any change in ownership of twenty-five percent
     (25%) or more of the common stock of Borrower.

     ADVERSE CHANGE.  A material adverse change occurs in Borrower's
     financial condition, or Lender believes the prospect of payment or
     performance of the Indebtedness is impaired.

     INSECURITY.  Lender, in good faith, deems itself insecure.

     RIGHT TO CURE.  If any default, other than a Default on Indebtedness,
     is curable and if Borrower or Grantor, as the case may be, has not
     been given a notice of a similar default within the preceding twelve
     (12) months, it may be cured (and no Event of Default will have
     occurred) if Borrower or Grantor, as the case may be, after receiving
     written notice from Lender demanding cure of such default: (a) cures
     the default within fifteen (15) days; or (b) if the cure requires more
     than fifteen (15) days, immediately initiates steps which Lender deems
     in Lender's sole discretion to be sufficient to cure the default and
     thereafter continues and completes all reasonable and necessary steps
     sufficient to produce compliance as soon as reasonably practical.

EFFECT OF AN EVENT OF DEFAULT.  If any Event of Default shall occur, except
where otherwise provided in this Agreement or the Related Documents, all
commitments and obligations of Lender under this Agreement or the Related
Documents or any other agreement immediately will terminate (including any
obligation to make Loan Advances or disbursements), and, at Lender's 
option, all Indebtedness immediately will become due and payable, all
without notice of any kind to Borrower, except that in the case of an
Event of Default of the type described in the "Insolvency" subsection
above, such acceleration shall be automatic and not optional. In addition,
Lender shall have all the rights and remedies provided in the Related
Documents or available at law, in equity, or otherwise. Except as may be
prohibited by applicable law, all of Lender's rights and remedies shall be
cumulative and may be exercised singularly or concurrently.  Election by
Lender to pursue any remedy shall not exclude pursuit of any other remedy,
and an election to make expenditures or to take action to perform an
obligation of Borrower or of any Grantor shall not affect Lender's right
to declare a default and to exercise its rights and remedies.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a 
part of this Agreement:

     AMENDMENTS.  This Agreement, together with any Related Documents,
     constitutes the entire understanding and agreement of the parties as
     to the matters set forth in this Agreement.  No alteration of or
     amendment to this Agreement shall be effective unless given in writing
     and signed by the party or parties sought to be charged or bound by
     the alteration or amendment.

     APPLICABLE LAW.  THIS AGREEMENT HAS BEEN DELIVERED TO LENDER AND
     ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA.  IF THERE IS A
     LAWSUIT, BORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE
     JURISDICTION OF THE COURTS OF LOS ANGELES COUNTY, THE STATE OF
     CALIFORNIA. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY
     TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER
     LENDER OR BORROWER AGAINST THE OTHER.  THIS AGREEMENT SHALL BE
     GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
     CALIFORNIA.

     CAPTION HEADINGS.  Caption headings in this Agreement are for
     convenience purposes only and are not to be used to interpret or
     define the provisions of this Agreement.

     MULTIPLE PARTIES; CORPORATE AUTHORITY.  All obligations of Borrower
     under this Agreement shall be joint and several, and all references to
     Borrower shall mean each and every Borrower.  This means that each of
     the Borrowers signing below is responsible for ALL obligations in this
     Agreement.

     CONSENT TO LOAN PARTICIPATION.  Borrower agrees and consents to
     Lender's sale or transfer, whether now or later, of one or more
     participation interests in the Loans to one or more purchasers,
     whether related or unrelated to Lender.  Lender may provide, without
     any limitation whatsoever, to any one or more purchasers, or potential
     purchasers, any information or knowledge Lender may have about
     Borrower or about any other matter relating to the Loan, and Borrower
     hereby waives any rights to privacy it may have with respect to such
     matters.  Borrower additionally waives any and all notices of sale of
     participation interests, as well as all notices of any repurchase of
     such participation interests.  Borrower also agrees that the
     purchasers of any such participation interests will be considered as
     the absolute owners of such interests in the Loans and will have all
     the rights granted under the participation agreement or agreements
     governing the sale of such participation interests.  Borrower further
     waives all rights of offset or counterclaim that it may have now or
     later against Lender or against any purchaser of such a participation
     interest and unconditionally agrees that either Lender or such
     purchaser may enforce Borrower's obligation under the Loans
     irrespective of the failure or insolvency of any holder of any
     interest in the Loans.  Borrower further agrees that the purchaser of
     any such participation interests may enforce its interests
     irrespective of any personal claims or defenses that Borrower may have
     against Lender.

     COSTS AND EXPENSES.  Borrower agrees to pay upon demand all of
     Lender's expenses, including without limitation attorneys' fees,
     incurred in connection with the preparation, execution, enforcement,
     modification and collection of this Agreement or in connection with
     the Loans made pursuant to this Agreement.  Lender may pay someone
     else to help collect the Loans and to enforce this Agreement, and
     Borrower will pay that amount.  This includes, subject to any limits
     under applicable law, Lender's attorneys' fees and Lender's legal
     expenses, whether or not there is a lawsuit, including attorneys' fees
     for bankruptcy proceedings (including efforts to modify or vacate any
     automatic stay or injunction), appeals, and any anticipated post-
     judgment collection services.  Borrower also will pay any court costs,
     in addition to all other sums provided by law.

     NOTICES.  All notices required to be given under this Agreement shall
     be given in writing, may be sent by telefacsimilie, and shall be
     effective when actually delivered or when deposited with a nationally
     recognized overnight courier or deposited in the United States mail,
     first class, postage prepaid, addressed to the party to whom the
     notice is to be given at the address shown above.  Any party may
     change its address for notices under this Agreement by giving formal
     written notice to the other parties, specifying that the purpose of
     the notice is to change the party's address.   To the extent permitted
     by applicable law, if there is more than one Borrower, notice to any
     Borrower will constitute notice to all Borrowers.  For notice
     purposes, Borrower will keep Lender informed at all times of
     Borrower's current address(es).

     SEVERABILITY. If a court of competent jurisdiction finds any provision
     of this Agreement to be invalid or unenforceable as to any person or
     circumstance, such finding shall not render that provision invalid or
     unenforceable as to any other persons or circumstances.  If feasible,
     any such offending provision shall be deemed to be modified to be
     within the limits of enforceability or validity; however, if the
     offending provision cannot be so modified, it shall be stricken and
     all other provisions of this Agreement in all other respects shall
     remain valid and enforceable.

     SUBSIDIARIES AND AFFILIATES OF BORROWER.  To the extent the context of
     any provisions of this Agreement makes it appropriate, including
     without limitation any representation, warranty or covenant, the word
     "Borrower" as used herein shall include all subsidiaries and
     affiliates of Borrower.  Notwithstanding the foregoing however, under
     no circumstances shall this Agreement be construed to require Lender
     to make any Loan or other financial accommodation to any subsidiary or
     affiliate of Borrower.
	  
     SUCCESSORS AND ASSIGNS.  All covenants and agreements contained by or
     on behalf of Borrower shall bind its successors and assigns and shall
     inure to the benefit of Lender, its successors and assigns.  Borrower
     shall not, however, have the right to assign its rights under this
     Agreement or any interest therein, without the prior written consent
     of Lender.

     SURVIVAL.  All warranties, representations, and covenants made by
     Borrower In this Agreement or in any certificate or other instrument
     delivered by Borrower to Lender under this Agreement shall be
     considered to have been relied upon by Lender and will survive the
     making of the Loan and delivery to Lender of the Related Documents,
     regardless of any investigation made by Lender or on Lender's behalf.

     TIME IS OF THE ESSENCE.  Time is of the essence in the performance of
     this Agreement.

     WAIVER.  Lender shall not be deemed to have waived any rights under
     this Agreement unless such waiver is given in writing and signed by
     Lender.  No delay or omission on the part of Lender in exercising any
     right shall operate as a waiver of such right or any other right.  A
     waiver by Lender of a provision of this Agreement shall not prejudice
     or constitute a waiver of Lender's right otherwise to demand strict
     compliance with that provision or any other provision of this
     Agreement.  No prior waiver by Lender, nor any course of dealing
     between Lender and Borrower, or between Lender and any Grantor, shall
     constitute a waiver of any of Lender's rights or of any obligations of
     Borrower or of any Grantor as to any future transactions.  Whenever
     the consent of Lender is required under this Agreement, the granting
     of such consent by Lender in any instance shall not constitute

<PAGE>

02-05-1999                        LOAN AGREEMENT                        PAGE 7
				   (CONTINUED)
===============================================================================


     continuing consent in subsequent instances where such consent is
     required, and in all cases such consent may be granted or withheld in
     the sole discretion of Lender.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS LOAN 
AGREEMENT, AND BORROWER AGREES TO ITS TERMS.  THIS AGREEMENT IS DATED
AS OF FEBRUARY 5, 1999.

    BORROWER:

    HEMACARE CORPORATION

    BY:  /s/ Sharon C. Kaiser                BY: /s/ Williamd D. Nicely
       ---------------------------              -------------------------
       Authorized Officer                       Authorized Officer

    LENDER:

    BANK LEUMI LE-ISRAEL, B.M.

    BY: /s/
       --------------------------
       AUTHORIZED OFFICER

<PAGE>

[LOGO]
BANK LEUMI USA
---------------------------
---------------------------
---------------------------
Member FDIC

<TABLE>
<CAPTION>
			       PROMISSORY NOTE
---------------------------------------------------------------------------------------------------------
 PRINCIPAL      LOAN DATE       MATURITY    LOAN NO     CALL    COLLATERAL   ACCOUNT   OFFICER   INITIALS
<S>            <C>             <C>           <C>       <C>        <C>        <C>         <C>       <C>
$1,200,000.00  02-05-1999      06-01-1999    1-1       04A0       030        xxxxxxxxxx  KXA
---------------------------------------------------------------------------------------------------------
References in the shaded area are for lender's use only and do not limit the applicability of this 
document to any particular loan or item.
---------------------------------------------------------------------------------------------------------
</TABLE>

BORROWER: HEMACARE CORPORATION            LENDER: BANK LEUMI LE-ISRAEL, B.M.
	  4954 VAN NUYS BLVD., #201               8383 WILSHIRE BLVD. STE. 400
	  SHERMAN OAKS, CA 91403                  BEVERLY HILLS, CA 90211
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<S>                <C>        <C>            <C>      <C>            <C>            
PRINCIPAL AMOUNT:  $1,200,000 INITIAL RATE:  8.750%   DATE OF NOTE:  FEBRUARY 5, 1999
</TABLE>

PROMISE TO PAY.  HEMACARE CORPORATION ("BORROWER") PROMISES TO PAY
TO BANK LEUMI USA ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE 
UNITED STATES OF AMERICA, THE PRINCIPAL AMOUNT OF ONE MILLION TWO HUNDRED
THOUSAND & 00/100 DOLLARS ($1,200,000.00), TOGETHER WITH INTEREST ON 
THE UNPAID OUTSTANDING PRINCIPAL BALANCE OF EACH ADVANCE.  INTEREST SHALL
BE CALCULATED FROM THE DATE OF EACH ADVANCE UNTIL REPAYMENT OF EACH ADVANCE.

PAYMENT.  BORROWER WILL PAY THIS LOAN IN ONE PAYMENT OF ALL OUSTANDING
PRINCIPAL PLUS ALL ACCRUED UNPAID INTEREST ON jUNE 1, 1999.  IN ADDITION
BORROWER WILL PAY REGULAR MONTHLY PAYMENTS OF ACCRUED UNPAID INTEREST
BEGINNING MARCH 1, 1999, AND ALL SUBSEQUENT INTEREST PAYMENTS ARE DUE
ON THE SAME DAY OF EACH MONTH AFTER THAT.  The annual interest rate 
for this Note is computed on a 365/360 basis; that is, by applying 
the ratio of the annual interest rate over a year of 360 days, 
multiplied by the outstanding principal balance, multiplied by the 
actual number of days the principal balance is outstanding.  
Borrower will pay Lender at Lender's address shown above or at such 
other place as Lender may designate in writing.  Unless otherwise 
agreed or required by applicable law, payments will be applied first 
to accrued unpaid interest, then to principal, and any remaining 
amount to any unpaid collections costs and late charges.

VARIABLE INTEREST RATE.  The interest rate on this Note is subject 
to change from time to time based on changes in an index which is 
the reference rate as established by Bank Leumi USA from time to 
time as its base rate.  (the AIndex@).  The Index is not necessarily 
the lowest rate charged by Lender on its loans and is set by Lender 
in its sole discretion.  If the Index becomes unavailable during the 
term of this loan, Lender may designate a substitute index after 
notifying Borrower.  Lender will tell Borrower the current index 
rate upon Borrower's request.  Borrower understands that Lender may 
make loans based on other rates as well.  The interest rate change 
will not occur more often than each day.  THE INDEX CURRENTLY IS 
7.750%.  THE INTEREST RATE TO BE APPLIED TO THE UNPAID PRINCIPAL 
BALANCE OF THIS NOTE WILL BE AT A RATE OF 0.500 PERCENTAGE POINTS 
OVER THE INDEX, RESULTING IN AN INITIAL RATE OF 8.250%.  NOTICE: 
Under no circumstances will the interest rate on this Note be more 
than the maximum rate allowed by applicable law.  

PREPAYMENT; MINIMUM INTEREST CHARGE.  In any event, even upon full 
prepayment of this Note, Borrower understands that Lender is 
entitled to a MINIMUM INTEREST CHARGE OF $250.00.  Other than 
Borrower's obligation to pay any minimum interest charge, Borrower 
may pay without penalty all or a portion of the amount owed earlier 
than it is due.  Early payments will not, unless agreed to by the 
Lender in writing, relieve Borrower of Borrower's obligation to 
continue to make payments under the payment schedule.  Rather, they 
will reduce the principal balance due. 

LATE CHARGE.  If a payment is 10 DAYS OF MORE LATE, Borrower will 
be charged 3.000% OF THE UNPAID PORTION OF THE REGULARLY SCHEDULED 
PAYMENT OF $25.000, WHICHEVER IS GREATER.

DEFAULT.  Borrower will be in default if any of the following 
happens:  (a) Borrower fails to make any payment when due.  (b) 
Borrower breaks any promise Borrower has made to Lender, or Borrower 
fails to comply with or to perform when due any other term, 
obligation, covenant, or condition contained in this Note or any 
other agreement or loan Borrower has with Lender. (c) Any representation
or statement made or furnished to Lender by Borrower or on Borrower's behalf
is false or misleading in any material respect either now or at the time
made or furnished.  (d) Borrower has become insolvent, a receiver is 
appointed for any part of Borrower's property.  Borrower makes an 
assignment for the benefit of creditors, or any proceeding is 
commenced either by Borrower or against Borrower under any 
bankruptcy or insolvency laws.  (e)  Any creditor tries to take any 
of Borrower's property on or in which Lender has a lien or security 
interest.  This includes a garnishment of any of Borrower's accounts 
with Lender.  (f)  Any guarantor dies or any of other events 
described in this default section occurs with respect to any 
guarantor of this Note.  (g) A material adverse change occurs in 
Borrower's financial condition, or Lender believes the prospect of 
payment or performance of the Indebtedness is impaired. (h) Lender
in good faith deems itself insecure.

If any default, other than a default in payment, is curable and if 
Borrower has not been given a notice of a breach of the same 
provision of this Note within the preceding twelve (12) months, it 
may be cured (and no event of default will have occurred) if 
Borrower, after receiving written notice from Lender demanding cure 
of such default: (a) cures the default within fifteen (15) days: or 
(b) if the cure requires more than fifteen (15) days, immediately 
initiates steps which Lender deems in Lender's sole discretion to 
be sufficient to cure the default and thereafter continues and 
completes all reasonable and necessary steps sufficient to product 
compliance as soon as reasonably practical.

LENDER'S RIGHTS.  Upon default, Lender may declare the entire unpaid 
principal balance on this Note and all accrued unpaid interest 
immediately due, without notice, and then Borrower will pay that 
amount.  Upon Borrower's failure to pay all amounts declared due 
pursuant to this section, including failure to pay upon final 
maturity, Lender, at its option, may also, if permitted under 
applicable law, increase the variable interest rate on this Note to 
5.500 percentage points over the Index.  This includes, subject to any
limits under applicable law, Lender's attorneys' fees and Lender's
legal expenses whether or not there is a lawsuite, including attorneys'
fees and legal expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), appeals, and
any anticipated post-judgement collection services.  Borrower also will pay
court costs, in addition to all other sums provided by law. 
THE NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE
OF CALIFORNIA.  IF THERE IS A LAWSUIT, BORROWER AGREES UPON LENDER'S REQUEST
TO SUBMIT TO THE JURISDICTION OF THE COURTS OF LOS ANGELES COUNTY, THE STATE
OF CALIFORNIA.  LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY 
TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER 
LENDER OR BORROWER AGAINST THE OTHER.  THIS NOTE SHALL BE GOVERNED 
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF 
CALIFORNIA.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual security 
interest in, and hereby assigns, conveys, delivers, pledges, and 
transfers to Lender all Borrower's right, title and interest in and 
to, Borrower's accounts with Lender (whether checking, savings, or 
some other account), including without limitation all accounts held 
jointly with someone else and all accounts Borrower may open in the 
future, excluding however all IRA and Keogh accounts, and all trust 
accounts for which the grant of a security interest would be 
prohibited by law.  Borrower authorizes Lender, to the extent 
permitted by applicable law, to charge or setoff all sums owing on 
this Note against any and all such accounts.

LINE OF CREDIT:  This Note evidences a revolving line of credit.  Advances
under this Note may be requested either orally or in writing by Borrower
or as provided in this paragraph.  Lender may, but need not, require that
all oral requests be confirmed in writing.  All communications, instructions,
or directions by telephone or otherwise to Lender are to be directed to
Lender's office shown above.  The following party or parties are authorized
as provided in this paragraph to request advances under the line of credit
until Lender receives from Borrower at Lender's address shown above written
notice of revocation of their authority:  SHARON KAISER, VICE PRESIDENT /
CHIEF FINANCIAL OFFICER; WILLIAM D. NICELY, CHIEF EXECUTIVE OFFICER; AND
JOANN STOVER, SECRETARY.  (MINIMUM OF $5,000 PER REQUEST).  Borrower agrees
to be liable for all sums either: (a) advanced in accordance with the
instructions of an authorized person or (b) credited to any of Borrower's
accounts with Lender.  The unpaid principal balance owing on this Note at
any time may be evidenced by endorsements on this Note or by Lender's internal
records, including daily computer print-outs.  Lender will have no obligation
to advance funds under this Note if:  (a) Borrower or any guarantor is in
default under the terms of this Note or any agreement that Borrower or
any guarantor has with Lender, including any agreement made in connection with
the signing of this Note; (b) Borrower or any guarantor ceases doing business
or is insolvent; (c) any guarantor seeks, claims or otherwise attempts to
limit, modify or revoke such guarantee of this Note or any other loan with
Lender; (d) Borrower has applied funds provided pursuant to this Note for
purposes other than those authorized by Lender; or (e) Lender in good
faith deems itself insecure under this Note or any other agreement
between Lender and Borrower.

<PAGE>
02-05-1999                 PROMISSORY NOTE                         PAGE 2
			     (Continued)
--------------------------------------------------------------------------
--------------------------------------------------------------------------

GENERAL PROVISIONS.  Lender may delay or forgo enforcing any of its
rights or remedies under this Note without losing them.  Borrower 
and any other person who signs, guarantees or endorses this Note, 
to the extent allowed by law, waive any applicable statute of 
limitations, presentment, demand for payment, protest and notice of
dishonor.  Upon any change in the terms of this Note, and unless 
otherwise expressly stated in writing, no party who signs this Note, 
whether as maker, guarantor, accommodation maker or endorser, shall 
be released from liability.  All such parties agree that Lender may 
renew or extend (repeatedly and for any length of time) this loan, 
or release any party or guarantor or collateral; or impair, fail to 
realize upon or perfect Lender's security interest in the 
collateral; and take any other action deemed necessary by Lender 
without the consent of or notice to anyone.  All such parties also 
agree that Lender may modify this loan without the consent of or 
notice to anyone other than the party with whom the modification is 
made.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE 
PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE 
PROVISIONS.  BORROWER AGREES TO THE TERMS OF THE NOTE AND 
ACKNOWLEDGES RECEIPT OF A COMPLETE COPY OF THE NOTE.

BORROWER:

HEMACARE CORPORATION


x /s/ Sharon C. Kaiser                  x /s/ William D. Nicely
  -------------------------               ------------------------
  Authorized Officer                        Authorized Officer

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
[LOGO]
BANK LEUMI USA
---------------------------
---------------------------
---------------------------
Member FDIC

<TABLE>
<CAPTION>
			  DISBURSEMENT REQUEST AND AUTHORIZATION
---------------------------------------------------------------------------------------------------------
 PRINCIPAL      LOAN DATE       MATURITY    LOAN NO     CALL    COLLATERAL   ACCOUNT   OFFICER   INITIALS
<S>            <C>             <C>           <C>       <C>        <C>        <C>         <C>       <C>
$1,200,000.00  02-05-1999      06-01-1999    1-1       04A0       030        xxxxxxxxxx  KXA
---------------------------------------------------------------------------------------------------------
References in the shaded area are for lender's use only and do not limit the applicability of this 
document to any particular loan or item.
---------------------------------------------------------------------------------------------------------
</TABLE>

BORROWER: HEMACARE CORPORATION            LENDER: BANK LEUMI LE-ISRAEL, B.M.
	  4954 VAN NUYS BLVD., #201               8383 WILSHIRE BLVD. STE. 400
	  SHERMAN OAKS, CA 91403                  BEVERLY HILLS, CA 90211
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

LOAN TYPE.  This is a Variable Rate (0.500% over reference rate as 
established by Bank Leumi USA from time to time as its base rate., 
making an initial rate of 8.20%), Revolving Line of Credit Loan to
a Corporation for $1,200,000.00 due on June 1, 1999.  This is an
unsecured renewal loan.

PRIMARY PURPOSE OF LOAN.  The primary purpose of this loan is for:

   / /  PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES OR PERSONAL INVESTMENT

   /x/  BUSINESS (INCLUDING REAL ESTATE INVESTMENT)

SPECIFIC PURPOSE.  The specific purpose on this loan is:  WORKING CAPITAL

DISBURSEMENT INSTRUCTIONS.  Borrower understands that no loan 
proceeds will be disbursed until all of Lender's conditions for 
making the loan have been satisfied.  Please disburse the loan 
proceeds of $1,200,000.00 as follows:

    UNDISBURSED FUNDS:                           $  500,000.00
    AMOUNT PAID ON BORROWER'S ACCOUNT:           $  700,000.00                 
    $700,000.00 Payment on Loan
    #xxxxxxxx-1-1 (I/R)                          --------------
    NOTE PRINCIPAL:                              $1,200,000.00

CHARGES PAID IN CASE.  Borrower has paid or will pay in cash as 
agreed the following charges:

      PREPAID FINANCE CHARGES PAID IN CASH:         $  0.00
      OTHER CHARGES PAID IN CASH:                   $150.00
	    $150.00 Documentation Fee                  
						    -------
      TOTAL CHARGES PAID IN CASH:                   $150.00

AUTOMATIC PAYMENTS.  Borrower hereby authorized Lender automatically 
to deduct from Borrower's account numbered xx-xxxxxx the amount of 
any loan payment.  If the funds in the account are insufficient to 
cover any payment, Lender shall not be obligated to advance funds 
to cover the payment.  At any time and for any reason, Borrower or 
Lender may voluntarily terminate automatic Payments.

COSTS AND CHARGES.  Debit DDA #xx-xxxxxx for the fees shown above.

FINANCIAL CONDITION.  BY SIGNING THIS AUTHORIZATION, BORROWER 
REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED 
ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL 
ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION AS DISCLOSED IN 
BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER.  THIS 
AUTHORIZATION IS DATED FEBRUARY 5, 1999.


BORROWER:

HEMACARE CORPORATION


x /s/  Sharon C. Kaiser            x /s/ William D. Nicely
  -------------------------          -----------------------
    Authorized Officer                  Authorized Officer

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------