EXHIBIT 10.14

                EXTENSION AGREEMENT

BORROWER:   FUTURE MEDIA PRODUCTIONS, INC.
ADDRESS:    25136 ANZA DRIVE
            VALENCIA, CALIFORNIA 91355

DATE:       SEPTEMBER 4, 1998

     This Extension Agreement is entered into between Greyrock Capital, a 
Division of NationsCredit Commercial Corporation (formerly Greyrock Business 
Credit) ("GBC"), whose address is 10880 Wilshire Blvd., Suite 950, Los 
Angeles, CA 90024 and the borrower named above ("Borrower").

     The Parties agree to amend the Loan and Security Agreement between them, 
dated February 26, 1997 (the "Loan Agreement"), as follows. (This Amendment, 
the Loan Agreement, any prior written amendments to said agreements signed by 
GBC and the Borrower, and all other written documents and agreements between 
GBC and the Borrower are referred to herein collectively as the "Loan 
Documents". Capitalized terms used but not defined in this Amendment, shall 
have the meanings set forth in the Loan Agreement.)

     1.  EXTENSION.  The Maturity Date, "May 31, 1999", set forth in the 
Schedule to the Loan Agreement, is hereby amended by replacing said date with 
the date "May 31, 2000".

     2.  REPRESENTATIONS TRUE.  Borrower represents and warrants to GBC that 
all representations and warranties set forth in the Loan Agreement, as 
amended hereby, are true and correct.

     3.  GENERAL PROVISIONS.  This Amendment, the Loan Agreement, and the 
other Loan Documents set forth in full all of the representations and 
agreements of the parties with respect to the subject matter hereof and 
supersede all prior discussions, representations, agreements and 
understandings between the parties with respect to the subject hereof.  
Except as herein expressly amended, all of the terms and provisions of the 
Loan Agreement and the other Loan Documents shall continue in full force and 
effect and the same are hereby ratified and confirmed.

  Borrower:                           GBC:

  FUTURE MEDIA PRODUCTIONS, INC.      GREYROCK CAPITAL,
                                      a Division of NationsCredit Commercial
                                      Corporation

  By /s/ [ILLEGIBLE]
    ----------------------------
     President or Vice President
                                      By /s/ [ILLEGIBLE]
                                         --------------------------------

  By /s/ [ILLEGIBLE]                  Title  [ILLEGIBLE]
    -------------------------------        ------------------------------
     Secretary or Ass't Secretary



                                   CONSENT


     The undersigned, guarantors, acknowledge that their consent to the 
foregoing Agreement is not required, but the undersigned nevertheless do 
hereby consent to the foregoing Agreement and to the documents and agreements 
referred to therein and to all future modifications and amendments thereto, 
and any termination thereof, and to any and all other present and future 
documents and agreements between or among the foregoing parties.  Nothing 
herein shall in any way limit any of the terms or provisions of the 
Continuing Guarantees of the undersigned, all of which are hereby ratified and 
affirmed.  This Consent may be executed in counterparts.  The signatures of 
the undersigned shall be fully effective even if other persons named below 
fail to sign this Consent.

/s/ ALEX SANDEL
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Alex Sandel                            Beny Alagem


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Jason Barzilay