EXHIBIT 10.19 (f)
                        LOAN MODIFICATION AGREEMENT

	This Loan Modification Agreement is entered into as of October 30, 1996, by 
and between Fafco, Inc. ("Borrower') whose address is 2690 Middlefield Road, 
Redwood City, CA 94063, and Silicon Valley Bank ("Bank") whose address is 
3003 Tasman Drive, Santa Clara, CA 95054.

1.	DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may 
be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among 
other documents, an Amended and Restated Loan and Security Agreement, dated 
June 5, 1996, as may be amended from time to time, (the "Loan Agreement').  The 
Loan Agreement provided for, among other things, a Committed Line in the 
original principal amount of One Million and 00/100 Dollars ($1,000,000.00) 
(the "Revolving Facility").  Defined terms used but not otherwise defined herein
shall have the same meanings as in the Loan Agreement.

Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to 
as the "Indebtedness."

2.	DESCRIPTION OF COLLATERAL AND GUARANTIES.  Repayment of the Indebtedness 
is secured by the Collateral as described in the Loan Agreement.

Hereinafter, the above-described security documents and guaranties, together 
with all other documents securing repayment of the Indebtedness shall be 
referred to as the "Security Documents".  Hereinafter, the Security Documents, 
together with all other documents evidencing or securing the Indebtedness shall 
be referred to as the "Existing Loan Documents".

3.	DESCRIPTION OF CHANGE IN TERMS.

A.	Modification(s) to Loan Agreement.

1. Notwithstanding anything to the contrary contained in the paragraph entitled 
"Eligible Foreign Accounts", accounts from Kailay International shall be 
considered eligible for the sixty (60) day period beginning as of October 18, 
1996 through December 18, 1996.

4.	CONSISTENT CHANGES.  The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.

5.	NO DEFENSES OF BORROWER.  Borrower (and each guarantor and pledgor signing 
below) agrees that it has no defenses against the obligations to pay any 
amounts under the Indebtedness.

6.	CONTINUING VALIDITY.  Borrower (and each guarantor and pledgor signing 
below) understands and agrees that in modifying the existing Indebtedness, Bank 
is relying upon Borrowers representations, warranties, and agreements, as set 
forth in the Existing Loan Documents.  Except as expressly modified pursuant to 
this Loan Modification Agreement, the terms of the Existing Loan Documents 
remain unchanged and in full force and effect.  

Bank's agreement to modifications to the existing Indebtedness pursuant to this 
Loan Modification Agreement in no way shall obligate Bank to make any future 
modifications to the Indebtedness.  Nothing in this Loan Modification Agreement 
shall constitute a satisfaction of the Indebtedness.  It is the intention of 
Bank and Borrower to retain as liable parties all makers and endorsers of 
Existing Loan Documents, unless the party is expressly released by Bank in 
writing.  No maker, endorser, or guarantor will be released by virtue of this 
Loan Modification Agreement.  The terms of this paragraph apply not only to 
this Loan Modification Agreement, but also to all subsequent loan modification 
agreements.

 	This Loan Modification Agreement is executed as of the date first written 
above.

BORROWER:	                                       BANK:

FAFCO, INC.	                                    SILICON VALLEY BANK

By:/s/Alex N. Watt                             	By:/s/Julie Schneider
- -------------------------------------           -------------------------------
Title:  V.P. Finance & Administration	         	Title:  Assistant Vice President