EXHIBIT 10.10
 
Entered into this 1st day of April, 1996.
 
    Luke  Stefanko and VDI hereby enter  into an agreement whereby Luke Stefanko
will borrow $1,200,000 one million two hundred thousand dollars secured by  this
note agreement and subject to the following terms:
 

                   
   --      Amount        $1,200,000
   --      Term          5 years*
           Interest         6%
   --      Rate

 
* Or,  if earlier, the date (A) VDI enters into an agreement to offer securities
  for sale to  the public markets,  or (B) the  date VDI distributes  previously
  taxed  and unpaid distributions  to its shareholders, in  which case this loan
  shall become due and payable within 30 days thereafter.
 
    Luke Stefanko agrees that this loan is subject to all terms, conditions  and
covenants which have been previously imposed on VDI by its creditors.
 

                                    
                                               /s/ R. LUKE STEFANKO
                                                 R. Luke Stefanko