Installment Note With Comerica - $750,000

EXHIBIT 10.14


FIXED RATE-INSTALLMENT NOTE


OBLIGOR # NOTE # NOTE DATE TAX IDENTIFICATION NUMBER
77-28633750 April 12, 1995 77-0208927 - -------------------------------------------------------------------------------------------------- AMOUNT MATURITY DATE
$750,000.00 San Jose, California April 12, 1998 - --------------------------------------------------------------------------------------------------


For Value Received the undersigned promise(s) to pay to the order of COMERICA BANK-CALIFORNIA, ("Bank") at any office of the Bank in the State of California, SEVEN HUNDRED FIFTY THOUSAND AND NO/100 Dollars (U.S.) in Installments of $24,256.96 each x EXCLUSIVE OF _______ PLUS interest on the unpaid
------- principal balance from the date of this Note at the rate of 10,000% per annum until maturity whether by acceleration or otherwise, or until Default, as later defined, and after that at a default rate equal to the rate of interest otherwise prevailing under this Note plus 3% per annum (but in no event in excess of the maximum rate permitted by law). Interest shall be calculated for the actual number of days the principal is outstanding on the basis of a 360 day year if this Note evidences a business or commercial loan or a 365 day year if a consumer loan. Installments of principal and accrued interest due under this Note shall be payable on the 12TH day of each MONTH, commencing MAY 12, 1995, and the entire remaining unpaid balance of principal and accrued interest shall be payable on APRIL 12, 1998. If the frequency of principal and interest Installments is not otherwise specified, Installments of principal and interest due under this Note shall be payable monthly on the first day of each month. If this Note or any Installment of principal or interest under this Note shall become payable on a day other than a day on which the Bank is open to business, this payment shall be extended to the next succeeding business day and interest shall be payable at the rate specified in this Note during this extension. A late Installment charge equal to 5% of each late Installment may be charged on any Installment payment not received by the Bank within 10 calendar days after the Installment due date, but acceptance of payment of this charge shall not waive any Default under this Note.


The Bank does not have to accept any prepayment of principal under this Note except as described below or as required under applicable law. The undersigned may prepay principal of this Note in increments of $500.00 at any time as long as the Bank is provided written notice of the prepayment at least five business days prior to the date of prepayment. The notice of prepayment shall contain the following information: (a) the date of prepayment (the Prepayment Date) and (b) the amount of principal to be prepaid. On the Prepayment Date the undersigned will pay to the Bank, in addition to the other amounts then due on this Note, the Prepayment Amount described below. The Bank, in its sole discretion, may accept any prepayment of principal even if not required to do so under this Note and may deduct from the amount to be applied against principal the other amounts required as part of the Prepayment Amount.


The Prepaid Principal Amount (as defined below) will be applied to this Note in the reverse order of which the principal payments would have been due under this Note's principal amortization schedule. In other words, if this Note requires multiple principal payments, then as opposed to prepaying the next Principal Payment due, the Prepaid Principal Amount will be applied beginning with the final principal payment due on this Note.


If the Bank exercises its right to accelerate the payment of the Note prior to maturity, the undersigned will pay to the Bank, in addition to the other amounts then due on this Note, on the date specified by the Bank as the Prepayment Date, the Prepayment Amount.


The Bank's determination of the Prepayment Amount will be conclusive in the absence of obvious error or fraud. If requested in writing by the undersigned, the Bank will provide the undersigned a written statement specifying the Prepayment Amount.


The following (the "Prepayment Amount") shall be due and payable in full on the Prepayment Date:


(a) If the face amount of this Note exceeds Seven Hundred Fifty Thousand
Dollars ($750,000) (regardless of what the outstanding principal balance
may be on the Prepayment Date) then the Prepayment Amount is the sum of:
(i) the amount of principal which the undersigned has elected to prepay or
the amount of principal which the Bank has required the undersigned to
prepay because of acceleration, as the case may be (the "Prepaid Principal
Amount") (ii) interest accruing on the Prepaid Principal Amount up to, but
not including, the Prepayment Date, (iii) Five Hundred Dollars plus (iv)
the present value, discounted at the Reinvestment Rates (as defined below)
of the positive amount by which (A) the interest the Bank would have earned
had the Prepaid Principal Amount been paid according to the Note's
amortization schedule at the Note's interest rate exceeds (B) the interest
the Bank would earn by reinvesting the Prepaid Principal Amount at the
Reinvestment Rates.


(b) If the face amount of this Note Is Seven Hundred Fifty Thousand
Dollars ($750,000) or less (regardless of what the outstanding principal
balance may be on the Prepayment Date) then the Prepayment Amount is the
sum of: (i) the amount of principal which the undersigned has elected to
prepay or the amount of principal which the Bank has required the
undersigned to prepay because of acceleration, as the case may be (the
"Prepaid Principal Amount" ), (ii) interest accruing on the Prepaid
Principal Amount up to, but not including, the Prepayment Date, plus (iii)
an amount equal to one percent (1%) of the Prepaid Principal Amount
multiplied by the number of calendar years remaining until the maturity
date of this Note, in no event less than two percent (2%) of the Prepaid
Principal Amount. For purposes of this computation any portion of a
calendar year until the maturity date of this Note shall be deemed to be a
full calendar year.


"Reinvestment Rates" mean the per annum rates of interest equal to one half percent (1/2%) above the rates of interest reasonably determined by the Bank to be in effect not more than seven days prior to the Prepayment Date in the secondary market for United States Treasury Obligations in amount(s) and with maturity(ies) which correspond (as closely as possible) to the principal installment amount(s) and the payment date(s) against which the Prepaid Principal Amount will be applied.


BY INITIALING BELOW, THE UNDERSIGNED ACKNOWLEDGE(S) AND AGREE(S) THAT: (A) THERE IS NO RIGHT TO PREPAY THIS NOTE, IN WHOLE OR IN PART, WITHOUT PAYING THE PREPAYMENT AMOUNT, EXCEPT AS OTHERWISE REQUIRED UNDER APPLICABLE ...