Guaranty and Pledge Agreement - Bay Area Multimedia Inc, Ray Musci and Transcap Trade Finance


                         GUARANTY AND PLEDGE AGREEMENT

     This Guaranty and Pledge Agreement (the "Agreement") is made on the 25
day of February, 2000, by RAY MUSCI (the "Guarantor") in favor of TRANSCAP TRADE
FINANCE, an Illinois general partnership (the "Contractor"), as follows:

BACKGROUND OF AGREEMENT:

A.   The Contractor and BAY AREA MULTIMEDIA, INC., a California corporation (the
     "Manufacturer"), have on this day entered into a Master Purchase Order
     Assignment Agreement (the "Assignment Agreement") under the terms of which
     the Manufacturer will assign customer purchase orders to the Contractor and
     request the Contractor to purchase the required materials to fulfill such
     purchase orders; the Contractor will retain the Manufacturer to
     manufacture, process and ship ordered goods; and fees will be paid to the
     Contractor and the Manufacturer for their services thereunder.

B.   The Guarantor has a substantial financial stake in the Manufacturer and
     will substantially benefit from the performance by Contractor of its
     obligations under the Assignment Agreement.

C.   The execution of this Agreement is an express condition to the consummation
     of the transactions contemplated by the Assignment Agreement and the
     Contractor is unwilling to enter into or perform in accordance with the
     Assignment Agreement in the absence of the execution of this Agreement.

     THEREFORE, in consideration of the services to be performed, the payments
to be made, and the obligations to be assumed by the Contractor pursuant to the
Assignment Agreement, and further as an inducement to the Contractor to enter
into and perform in accordance with the Assignment Agreement, the Guarantor
hereby agrees as follows:

     1.   DEFINITIONS. In this Agreement, the following frequently used terms
are defined as set forth in this Paragraph 1:

     (a)  Any terms used in this Agreement which are defined in the Assignment
Agreement will have the same meaning herein as is ascribed to such term in the
Assignment Agreement.

     (b)  The "Contract Documents" are, collectively, the Assignment Agreement,
the Security Agreement and Financing Statement between the Contractor and the
Manufacturer dated this day, the Subordination Agreement between the Contractor,
the Manufacturer, and the Senior Lender dated this day, and this Agreement.

     (c)  The "Obligations" mean all of the obligations of the Manufacturer and
the Guarantor pursuant to the Contract Documents.

     (d)  The term "Guarantor" means Ray Musci.


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     (e)  The "Securities" means the securities of the Manufacturer listed on
Schedule I attached to this Agreement and made a part hereof; together with all
other or additional securities to which the Guarantor (without additional
consideration) now is, or hereafter may be, entitled by virtue of his ownership
of any of the securities as a result of any corporate reorganization, merger or
consolidation, stock split, stock dividend, or otherwise.

     (f)  A "Default" means the occurrence of an event of default by the
Manufacturer pursuant to or in accordance with the provisions of any of the
Contract Documents or the failure of the Guarantor to perform any covenant or
agreement contained in this Agreement or if any representation or warranty
contained in this Agreement is found to have been untrue, incomplete or
misleading in any material respect when furnished.

     (g)  The "Collateral" means all assets, property, and interests in assets
and property in which a security interest is granted and a pledge is made by the
Guarantor pursuant to paragraph 3 below.

     2.   GUARANTY. The Guarantor unconditionally and irrevocably guaranties to
Contractor the full and prompt payment and performance when due, whether at
maturity or earlier (by reason of acceleration) and at all times thereafter, of
all of the Obligations, and further agrees to pay all costs and expenses
including, without limitation, all court costs and reasonable attorneys' fees
and expenses paid or incurred in endeavoring to collect all or any part of the
Obligations from, or in prosecuting any action against, Manufacturer or the
Guarantor.

     3.   PLEDGE OF SECURITIES. In addition, to secure the payment and
performance of the Obligations, the Guarantor hereby grants to Contractor a
security interest in and hereby pledges and assigns to Contractor the
Securities, with stock powers attached thereto all duly endorsed in blank,
herewith delivered to Contractor, and any and all dividends, distributions and
other proceeds thereof.

     4.   TERMS AND CONDITIONS. (a) Subject to the provisions of the Contract
Documents, Contractor shall have the exclusive right to determine the
application of payments and credits, if any, received by Contractor from the
undersigned, the Manufacturer, the Senior Lender, and any Customer.

     (b)  Contractor is authorized, without notice or demand, and without
affecting the liability of the Guarantor, from time to time to (i) renew,
extend, accelerate or otherwise change the time for payment or performance of;
or other terms relating to, the Obligations or any of them, or otherwise modify,
amend or change the terms of the Contract Documents or any of them, or any other
agreement, document or instrument now or hereafter executed by the Manufacturer
and delivered to Contractor; (ii) accept partial payments on or performance of
the Obligations; (iii) take and hold security or collateral for the
undersigned's Obligations under this Agreement, or any other guaranties of, or
support or security agreement relating to, the Obligations and exchange,
enforce, waive and release any such security or collateral; (iv) apply such
security or collateral and direct the order or manner of sale as in its sole
discretion it may determine; and (v) settle, release, compromise, collect or
otherwise liquidate the Obligations and any security or collateral in any
manner, without affecting or impairing the Obligations of the undersigned.


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     (c)  At any time after a Default, Contractor may, at its discretion, upon
notice to the Guarantor and regardless of the acceptance of any security or
collateral for the payment, appropriate and apply toward the payment and
satisfaction of the Obligations (i) any indebtedness due or to become due from
Contractor to the Guarantor; and (ii) any monies, credits or other property
belonging to the Guarantor, at any time held by Contractor on deposit or
otherwise.

     (d)  Contractor shall not be required to take any steps to preserve any
rights against prior parties (if any) to or in any of the Collateral or
Obligations.

     (e)  Contractor may, but shall not be obligated to, and the undersigned
designates Contractor as attorney-in-fact to, contest, pay and/or discharge all
liens, encumbrances, taxes or assessments on, or claims, actions or demands
against any of the Collateral upon notice to, but without the consent of, the
undersigned and to take all actions and proceedings in their name or in the name
of the Manufacturer or of any other appropriate person to remove or contest such
liens, encumbrances, claims, actions, demands, taxes or assessments by
litigation or otherwise. The undersigned agrees to pay on demand all costs,
attorneys' fees, expenses, and all other sums advanced or paid by Contractor
pursuant to this paragraph 4(e).

     (f)  Contractor may, at its discretion, file one or more financing
statements, and in that respect to serve as the attorney-in-fact for the
undersigned for the purpose of executing such financing statements under the
Uniform Commercial Code, naming the Guarantor as debtor and Contractor as
secured party, and describing the types or items of Collateral. Contractor may
further serve as the attorney-in-fact for the Guarantor for the purpose of
executing any additional notices, affidavits or other documents as Contractor
may deem necessary to protect its security interest. The Guarantor agrees to pay
on demand the amount of any and all filing fees and expenses which Contractor
deems necessary to incur to protect its interest in the Collateral.

     (g)  Contractor shall exercise reasonable care in the custody and
preservation of the Collateral to the extent required by applicable statute, and
shall be deemed to have exercised reasonable care if it takes such action for
that purpose as the undersigned shall reasonably request in writing; but under
no circumstances shall any omission to comply with any such request of itself be
deemed a failure to exercise reasonable care. The undersigned agrees to pay on
demand any cost or expense, including without limitation, attorneys' fees and
costs incurred by Contractor in the reasonable preservation of the Collateral.

     (h)  The Guarantor consents and agrees that Contractor shall be under no
obligation to marshal/ any assets against, or in payment of, any or all of the 
Obligations. Guarantor further agrees that to the extent that the Manufacturer
makes a payment(s) to Contractor, which payment(s) are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver or any other party under any bankruptcy act, state
or federal law, common law or equitable cause, then to the extent of such
payment or repayment, the obligation intended to be satisfied shall be renewed
and continued in full force and effect as if said payment had not been made, and
the Guarantor shall, upon demand by Contractor, immediately satisfy such
obligation in full in accordance with the terms of this Agreement. The Guarantor
further agrees that any and all claims of the Guarantor against the Manufacturer
or against its properties, arising by


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reason of any loan, advance, investment or other payment by the undersigned to
Contractor shall be subordinate and subject in right of payment to the prior
payment, in full, of all sums due pursuant to the Obligations.

     (i)  The Guarantor assumes responsibility for keeping himself, herself or
itself informed of the financial condition of the Manufacturer and of all other
circumstances bearing upon the risk of Default. Contractor shall have no duty to
advise the Guarantor of information known to Contractor regarding such condition
or circumstances.

     (j)  No delay on the part of Contractor in the exercise of any right or
remedy shall operate as a waiver or constitute a discharge any of the
Guarantor's obligations under this Agreement, and no single or partial exercise
by Contractor of any right or remedy shall preclude the further exercise to any
extent; nor shall any modification or waiver of any of the provisions of this
Agreement be binding upon Contractor except as expressly set forth in a writing
duly signed and delivered by an authorized officer of Contractor. Contractor's
failure at any time to require strict performance by the Manufacturer or any
other party of any of the provisions, warranties, terms and conditions contained
in the Contract Documents shall not discharge any of the Guarantor's obligations
under this Agreement, nor shall it waive, affect or diminish any right of the
Contractor at any time to demand strict performance and such right shall not be
deemed to have been waived by any act or knowledge of Contractor unless such
waiver is contained in an instrument in waiting, signed by an officer of
Contractor specifying such waiver. No waiver by Contractor of any default shall
operate as a waiver of either any other default or the same default on a future
occasion, and no action or inaction by Contractor including, without limitation,
Contractor's failure to take any steps to preserve its rights in the Collateral,
shall in any way affect or impair Contractor's rights or the obligations of the
Guarantor under this Agreement. The Guarantor agrees that his obligations under
this Agreement will not be discharged except by complete performance of all of
the Obligations. Any determination by a court of competent jurisdiction of the
sums owing by the Manufacturer to Contractor shall be conclusive and binding on
the Guarantor irrespective of whether the Guarantor was a party to the suit or
action in which such determination was made.

     5.   WARRANTIES AND REPRESENTATIONS. The Guarantor hereby represents and
warrants to the Contractor that:

     (a)  The execution, delivery, and performance by the Guarantor of this
Agreement will not violate any provision of law, any order of any court or other
agency of government, or any agreement or other instrument to which the
Guarantor is a party or by which the Guarantor is bound or be in conflict with,
result in a breach of or constitute (with due notice or lapse of time, or both)
a default under any such agreement or other instrument, or result in the
creation or imposition of any lien, charge, or encumbrance of any nature
whatsoever upon any of the property or assets of the Guarantor, except as
contemplated by the provisions of this Agreement;

     (b)  This Agreement constitutes the legal, valid and binding obligation of
the Guarantor and is enforceable against the Guarantor in accordance with the
terms hereof;


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     (c)  As to such of the Collateral deposited with the Contractor on the date
hereof (i) the Guarantor is the legal and beneficial owner of the Securities;
(ii) the Securities are validly issued, fully paid and non-assessable, and
represent the percent of issued and outstanding shares of stock of (or other
interest in) the Manufacturer as set forth in Schedule I; (iii) the securities
transfer forms attached to the Certificates representing such Collateral have
been duly executed and delivered by the Guarantor to Contractor; and (iv) none
of the Collateral is subject to any security interest, pledge, lien or other
encumbrance or adverse claim of any nature whatsoever.

     6.   VOTING RIGHTS. Unless and until a Default hereunder shall have
occurred, the Guarantor shall be entitled to exercise all voting powers
pertaining to the Securities owned by the Guarantor for any purposes not
inconsistent with, or in violation of, the provisions of this Agreement in all
corporate matters.

     7.   DEFAULT. (a)     Upon and during the continuance of any Default,
Contractor may, at its sole election: (i) proceed directly and at once, without
notice, against the Guarantor to collect and recover the full amount or any
portion of the Obligations, without first proceeding against the Manufacturer or
any collateral or any other party or any other person, firm or corporation; (ii)
with or without notice, transfer to or register in the name of itself or its
nominee any of the Securities, and whether or not so transferred or registered,
receive the income and dividends, including stock dividends and rights to
subscribe, and hold the same as a part of the Collateral to secure the
performance and payment of the Obligations, and/or apply the same as provided in
this Agreement; (iii) exchange any of the Securities for other property upon the
reorganization, recapitalization, or other readjustment of the Manufacturer, and
(iv) vote the Securities and exercise or cause its nominee to exercise all or
any powers with the same force and effect as an absolute owner. All of the above
rights and powers may be exercised by Contractor without liability, except the
obligation to account for property actually received.

     (b)  In addition to any other rights given by law and under this Agreement,
Contractor shall have the rights and remedies with respect to the Collateral of
a secured party under the Illinois Uniform Commercial Code (whether or not that
Code is in effect in the jurisdiction where the rights and remedies are
asserted) all of which remedies shall be cumulative, and none exclusive, to the
extent permitted by law. Contractor may sell or cause to be sold, in one or more
sales or parcels, at such price or prices as Contractor may deem best, and for
cash or on credit or for future delivery, without assumption of any credit risk,
all or any of the Collateral, at public or private sale, without demand of
performance but with notice to the undersigned, and the purchaser of any or all
of the Collateral so sold shall then hold the same absolutely, free from any
claim or right of any kind including (but not limited to) any equity of
redemption of the Guarantor. Any requirements of reasonable notice shall be met
if such notice is mailed, postage prepaid, to the Guarantor at the address set
forth below at least ten (10) days before the time of the sale or disposition.
Any other requirement of notice, demand or advertisement for sale is waived.
Contractor may, in its own name, or in the name of its designee, buy at any
public or, if permitted by law, any private sale, and, in lieu of the actual
payment of the purchase price, Contractor may set off the amount of such price
against the Guarantor's obligations hereunder. The undersigned will pay to
Contractor all expenses (including attorney's fees) of, or incident to, the
enforcement of any of the provisions of this Agreement.


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     (c)  Any right to set-off exercised by Contractor shall be deemed to have
been exercised immediately on the occurrence of a Default, even though such
set-off is made or entered on the books of Contractor at any subsequent time.

     (d)  In view of the fact that federal and state securities laws may impose
certain restrictions on the method by which a sale of the Securities may be
effected, it is agreed that in the event of a Default, Contractor may from time
to time attempt to sell all or any part of the Collateral by means of a private
placement, restricting the bidders and prospective purchasers to those who will
represent and agree that they are purchasing for investment only and not for
distribution. The undersigned agrees that acceptance by Contractor of the
highest offer after soliciting offers from two or more potential buyers would be
commercially reasonable.

     (e)  Contractor, at any time and at its option, may apply all or any net
cash receipts from the sale of Collateral to the payment of the Obligations,
applying or reapplying, or distributing or allocating the same as it shall
elect, whether or not then due. In case of any sale by Contractor of any of the
Collateral on credit or for future delivery, the property sold may be retained
by Contractor until the selling price is paid by the purchaser, but Contractor
shall incur no liability in case of failure of the purchaser to take and pay for
the property so sold. In case of any such failure, the property so sold may be
again similarly sold.

     8.   INDEMNIFICATION. The Guarantor will at all times, now and hereafter,
indemnify and hold Contractor harmless from and against all loss or damage
arising in connection with this Agreement and against all claims, liability,
demands, actions or suits, and all liabilities, payments, costs, charges and
expenses including, but not limited to, attorneys' fees and costs incurred by
Contractor on account of or in connection with the Agreement or the transactions
or assertions of rights contemplated or permitted hereunder.

     9.   MISCELLANEOUS. (a)      This Agreement shall be binding upon the 
undersigned and upon the heirs, executors, successors and assigns of the
undersigned and shall inure to the benefit of Contractor's successors and
assigns; all references to the Manufacturer and to the undersigned shall be
deemed to include their respective successors, assigns, participants, receivers
or trustees (as the case may be).

     (b)  This Agreement embodies the entire understanding of the parties
pertaining to the subject matter hereof, and shall constitute a continuing
agreement applicable to future as well as existing transactions between the
Contractor and the Manufacturer.

     (c)  THIS AGREEMENT HAS BEEN DELIVERED AT AND SHALL BE DEEMED TO HAVE BEEN
MADE IN CHICAGO, ILLINOIS, AND SHALL BE INTERPRETED, AND THE RIGHTS AND
LIABILITIES OF THE PARTIES DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE
OF ILLINOIS, AND AS PART OF THE CONSIDERATION FOR CONTRACTOR'S PERFORMANCE
PURSUANT TO THE CONTRACT DOCUMENTS, THE UNDERSIGNED CONSENTS TO THE JURISDICTION
OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF ILLINOIS, AND
FURTHER CONSENT THAT ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED OR


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REGISTERED MAIL DIRECTED TO THE UNDERSIGNED AT THE ADDRESS STATED HEREIN AND
SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED TWO (2) DAYS AFTER THE SAME
SHALL HAVE BEEN POSTED. THE UNDERSIGNED FURTHER CONSENTS TO THE GRANTING OF SUCH
LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

     (d)  The headings used in this Agreement are for the convenience of the
reader only; such headings constitute no part whatsoever of the Agreement
between the parties.

     (e)  No invalidity, irregularity or unenforceability of the Obligations (or
any of them) hereby secured shall affect, impair or be a defense to any
provision contained in this Agreement. If any term, condition or provision of
this Agreement is determined to be invalid or unenforceable, such determination
shall not affect the validity or enforceability of any other term, condition or
provision of this Agreement.

     (f)  If this Agreement shall differ or conflict in terms with any of the
Contract Documents, the Agreement which gives Contractor the greater right, as
determined by Contractor, shall prevail.

                                   GUARANTOR:


                                         Ray Musci

                                         /s/ RAY MUSCI
                                         --------------------------------

                                         Address:  333 W Santa Clara St.
                                                   Suite 930
                                                   San Jose, CA 95113



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                                   SCHEDULE I
                         SECURITIES OF THE MANUFACTURER