EXHITIT 10.19(k)

                       LOAN MODIFICATION AGREEMENT

     This Loan Modification Agreement is entered into as of March 22, 1999, 
by and between FAFCO, Inc. ("Borrower") and Silicon Valley Bank ("Bank").

1.   DESCRIPTION OF EXISTING INDEBTNESS:  Among other indebtedness which may 
be owing by 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.   The defined term "Maturity Date" is hereby amended 
               in its entirety to read as: March 30, 2000.

          2.   Section 2.3 (a) entitled "Interest Rate" is hereby 
               amended in part to provide that Advances shall 
               bear interest, on the average Daily Balance, at a 
               per annum rate equal to one (1.00) percentage 
               point above the Prime Rate.

          3.   The first sentence in section 2.3 (c) entitled 
               "Payments" is hereby amended to read as follows:

               Interest hereunder shall be due and payable on the 
               last calendar	day of each month during the term hereof.

          4.   Section 6.8 entitled "Quick Ratio" is hereby amended 
               in its entirety to read as follows:

               Borrower shall maintain, as of the last day of 
               each calendar month, a ratio of Quick Assets to Current 
               Liabilities of at least 1.00 to 1.00.

          5.   Section 6.9 entitled "Debt-Net Worth Ratio" is 
               hereby amended in its entirety to read as follows:

               Borrow shall maintain as of the last day of each 
               calendar month, a ratio of Total Liabilities less 
               Subordinated Debt to Tangible Net Worth plus 
               Subordinated Debt of not more than 1.25 to 1.00.

          6.   Section 6.10 entitled "Tangible New Worth" is 
               hereby amended in its entirety to read as follows:

               Borrower shall maintain, as of the last day of 
               each calendar month, a Tangible Net Worth plus 
               Subordinated Debt of not less than Three Million 
               and 00/100 Dollars ($3,000,000.00).

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

5.   PAYMENT OF LOAN FEE.	Borrower shall pay to Lender a fee in the 
amount of Seven Thousand Five Hundred and 00/100 Dollars ($7,500.00) 
(the "Loan Fee") plus all out-of-pocket expenses.

6.   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.

7.   CONTINUING VALIDITY.	Borrower (and each guarantor and pledgor 
signing below) understands and agrees that in modifying the existing 
Indebtedness, Bank is relying upon Borrower's 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 an 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.

8.	  CONDITIONS.  The effectiveness of this Loan Modification Agreement is 
conditioned upon Borrower's payment of the Loan Fee.

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

BORROWER:							                               BANK:

FAFCO, INC.						                             	SILICON VALLEY BANK 

By:______________________                                             
By:____________________

Name:___________________				                   Name:_________________

Title:_____________________			                	Title:___________________