Agreement For Bridge Loan Between PSL & B of A

EXHIBIT 10.21


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AGREEMENT FOR BRIDGE LOAN


[LOGO OF BANK OF AMERICA APPEARS HERE] ________________________________________________________________________________


This Agreement is entered into as of April 1, 1998 among BANK OF AMERICA COMMUNITY DEVELOPMENT BANK and its successors and assigns ("Bank") and Prolong Super Lubricants, Inc., a Nevada corporation ("Borrower").


Recitals
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A. Bank and Borrower have entered into a certain Standing Loan Agreement dated
as of April 1, 1998 (the Standing Loan Agreement").


B. Pursuant to the terms of the Standing Loan Agreement, Bank has agreed to
make a loan to Borrower in the principal amount of One Million Six Hundred
Ninety Two Thousand and No/100 Dollars $1,692,000.00 (the "Real Estate
Loan"). The Real Estate Loan will be used to finance a portion of the
purchase price of certain real property located at 6 Thomas, Irvine,
California, 92618 (together with all improvements now or hereafter located
thereon, the "Property"). The Real Estate Loan will be secured by a first
deed of trust (the First Deed of Trust") on the Property.


C. The balance of long term financing required in connection with the purchase
of the Property will be provided through the issuance of debentures (the
"Debentures") guaranteed by the U. S. Small Business Administration ("SBA")
pursuant to a Section 504 Authorization and Debenture Guaranty issued by
the SBA on February 2, 1998, as amended.


D. Pending issuance of the Debentures, Borrower has requested Bank to provide
a short term loan in the amount of Seven Hundred Twenty Nine Thousand and
No/100 Dollars $729,000.00 to finance a portion of the purchase price of
the Property. The short term loan will be repaid with the net proceeds from
the issuance of the Debentures.


E. Bank and Borrower hereby enter into this Agreement to set forth the terms
and conditions upon which Bank will make the short term loan requested by
Borrower.


Agreement
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1. Bank shall make a short term loan to Borrower in the principal amount of
Seven Hundred Twenty Nine Thousand and No/100 Dollars $729,000.00 (the
Bridge Loan"). Borrower shall use the Bridge Loan, in combination with the
Real Estate Loan to Borrower. The Bridge Loan will be evidenced by a
promissory note (the "Bridge Loan Note") payable to Bank in the original
principal amount of the Bridge Loan and will be secured by a second deed
of trust (the "Second Deed of Trust") on the Property. The interest rate
and payment terms applicable to the Bridge Loan are set forth in the Bridge
Loan Note.


2. Bank shall not be required to disburse the Bridge Loan to Borrower until
the following conditions are satisfied:


(a) Borrower has delivered to Bank duly executed and acknowledged, as
appropriate, originals of this Agreement, the Bridge Loan Note, and
the Second Deed of Trust.


(b) All conditions to disbursement of the Real Estate Loan set forth in
the Standing Loan Agreement have been satisfied.


(c) Borrower has provided an ALTA title insurance policy insuring Bank
that the Second Deed of Trust constitutes a valid and enforceable lien
on the Property subject and subordinate only to the First Deed of
Trust and to such liens or other matters as Bank has approved in
writing.


(d) Borrower has delivered to Bank a Payment Guaranty executed by Prolong
International Corporation, a Nevada corporation in the principal
amount of Seven Hundred Twenty Nine Thousand and No/100 Dollars
$729,000.00.


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(e) Borrower has paid Bank a loan fee in the amount of One Thousand and
No/100 Dollars $1,000.00.


In Witness Whereof, Bank and Borrower have executed this Agreement as of the day and year first above written.


BORROWER:


Prolong Super Lubricants Inc. a Nevada corporation


By: /s/ Elton Alderman
---------------------------
Elton Alderman,
President


By: /s/ Thomas Billstein
---------------------------
Thomas Billstein,
Secretary


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================================================================================ [LOGO OF BANK OF AMERICA] PROMISSORY NOTE
REFERENCE RATE RELATED ________________________________________________________________________________


$729,000.00 Loan Number: 31243 April 1, 1998 SBA Loan Number: CDC-L-GP-181-809-40-01-CA
Rancho Cordova, California


1. BORROWER'S PROMISE TO PAY


A. For value received, the undersigned ("Borrower") promises to pay to the
order of BANK OF AMERICA COMMUNITY DEVELOPMENT BANK ("Bank") at Bank's
Office at 10850 White Rock Road, Suite 101, Rancho Cordova, California,
-------------------------------------------------------------
95670 the principal sum of Seven Hundred Twenty Nine Thousand and No/100
-----
Dollars ($729,000.00), plus interest, on August 1, 1998 ("Maturity Date").


B. This Note evidences a loan from Bank to Borrower made for the purpose of
financing a portion of the purchase price of certain real property located
at 6 Thomas, Irvine, California 92618 (the "Property"), as more fully
described in an Agreement for Bridge Loan between Bank and Borrower dated
April 1, 1998. This Note will be secured by a second deed of trust on the
Property.


2. INTEREST RATE AND PAYMENT TERMS


A. Principal of this Note shall bear interest at a rate per year equal to the
rate of interest publicly announced from time to time by Bank of America
National Trust and Savings Association, an affiliate of Bank
("Affiliate"), in San Francisco, California, as its reference rate, plus
one and three-quarters percentage (1.75%) points. (The reference rate is
set by Affiliate based on various factors, including Affiliate's costs and
desired return, general economic conditions and other factors, and is used
as a reference point for pricing some loans. Loans may be priced at, above
or below the reference rate.) Any change in the interest rate of this Note
shall take effect at the opening of business on the day specified in the
public announcement of a change in said reference rate. The amount of each
year's interest on the Note will be calculated on the basis of a 360 day
year and the actual number of days principal has been outstanding. This
results in more interest than if a 365 day year is used.


B. Borrower shall make interest-only payments on June 1, 1998 and on the 1st
---
day of each month thereafter, and upon payment in full of principal of
this Note. Borrower shall pay all principal and accrued interest on or
before the Maturity Date.


3. EVENTS OF DEFAULT


If any of the following events occur, at the option of Bank, exercisable in
its sole discretion, all principal and interest of this Note shall become
immediately due and payable without notice of default, presentment or demand
for payment, protest or notice of nonpayment or dishonor, or other notices or
demands of any kind or character:


(a) Borrower fails to perform any obligation under this Note to pay principal
or interest, and does not cure that failure within ten (10) days after
the date when due; or


(b) An Event of Default occurs under (and as defined in) that certain
Standing Loan Agreement dated as of April 1, 1998 between Bank and
Borrower.


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4. DEFAULT RATE; COMPOUNDING


A. From and after the stated maturity of this Note, or such earlier date as
all sums owing on this Note become due and payable by acceleration or
otherwise, all sums owing on this Note, at the option of Bank, shall bear
interest until paid in full at three (3) percentage points above the rate
at which interest would otherwise accrue under this Note.


B. Any accrued interest under this Note, if not paid when due, shall bear
interest (payable on demand) at the rate of interest applicable to the
principal of this Note.


5. MISCELLANEOUS


A. All amounts payable under this Note are payable in lawful money of the
United States. Checks constitute payment only when collected.


B. Borrower agrees to pay or reimburse Bank immediately upon demand for all
costs incurred in collecting on this Note, including all attorneys' fees
(including allocated expenses for services of in-house attorneys). In any
action or reference or arbitration proceeding is instituted to enforce
this Note, the prevailing party shall be entitled to such sums as the
court, referee or arbitrator may adjudge to be reasonable attorneys' fees
in the action or proceeding (including allocated expenses for services of
in house attorneys), in addition to costs and expenses otherwise allowed
by law.


C. This Note is governed by the laws of the State of California.


D. This Note inures to and binds the heirs, successors and assigns of
Borrower and Bank. Bank may assign its rights under this Note. However,
Borrower may not assign any rights under this Note without Bank's prior
written consent.


E. If more than one person or entity are signing this Note, their obligations
under this Note will be joint and several.


IN WITNESS WHEREOF, Borrower has duly executed and delivered this Note to Bank as of the date first above written.


Borrower: Prolong Super Lubricants, Inc. a Nevada corporation


By: /s/ Elton Alderman
------------------
Elton Alderman,
President


By: /s/ Thomas Billstein
--------------------
Thomas Billstein,
Secretary


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[LETTERHEAD OF BANK OF AMERICA]


DEED OF TRUST, ASSIGNMENT OF RENTS
AND FIXTURE FILING


[_] If this box is checked, this document is a CONSTRUCTION TRUST DEED securing
a construction loan.


This Deed of Trust is made as of April 1, 1998, by Prolong Super Lubricants,
------------- ------------------------- Inc., a Nevada corporation, as trustor ("Trustor"), to EQUITABLE DEED COMPANY, - -------------------------- a California corporation, as trustee ("Trustee"), for the benefit of BANK OF AMERICA COMMUNITY DEVELOPMENT BANK, a California state-chartered bank, as beneficiary ("Beneficiary"). Trustee is a subsidiary of an affiliate of Beneficiary.


1. GRANT IN TRUST


1.1 The Property. For the purpose of securing payment and performance of the
Secured Obligations defined in Section 2 below, Trustor hereby
irrevocably and unconditionally grants, conveys, transfers and assigns to
Trustee, in trust for the benefit of Beneficiary, with power of sale and
right of entry and possession, all estate, right, title and interest
which Trustor now has or may later acquire in the following property
(collectively, the "Property"):


(a) The real property located in the County of Orange, State of
California, as described in Exhibit "A" hereto;


(b) All buildings, structures, improvements, fixtures and appurtenances
now or hereafter placed on such real property, and all apparatus and
equipment now or hereafter attached in any manner to the real
property or any building on the real property, including all pumping
plants, engines, pipes, ditches and flumes, and also all gas,
electric, cooking, heating, cooling, air conditioning, lighting,
refrigeration and plumbing fixtures and equipment, all of which
shall be considered to the fullest extent of the law to be real
property for purposes of this Deed of Trust;


(c) All easements and rights of way appurtenant to such real property;
all crops (growing or to be grown on such real property); all
standing timber upon such real property; all development rights or
credits and air rights, all water and water rights (whether
riparian, appropriative, or otherwise, and whether or not
appurtenant to such real property) and shares of stock pertaining to
such water or water rights, ownership of which affect such real
property; all minerals, oil, gas, and other hydrocarbon substances
and rights thereto in, on, under, or upon such real property;


(d) All existing and future leases, subleases, subtenancies, licenses,
occupancy agreements and concessions relating to the use and
enjoyment of all or any part of such real property, and any and all
guaranties and other agreements relating to or made in connection
with any of the foregoing;


(e) All proceeds, including all claims to and demands for them, of the
voluntary or involuntary conversion of any of the real property,
buildings or the other property described above into cash or
liquidated claims, including proceeds of all present and future
fire, hazard or casualty insurance policies and all condemnation
awards or payments now or later to be made by any public body or
decree by any court of competent jurisdiction for any taking or in
connection with any condemnation or eminent domain proceeding, and
all causes of action and their proceeds for any breach of warranty,
misrepresentation, damage or injury to, or defect in, the real
property, buildings or the other property described above or any
part of them; and


(f) All proceeds of, additions and accretions to, substitutions and
replacements for, and changes in any of the property described
above.


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1.2 Fixture Filing. This Deed of Trust constitutes a financing statement
filed as a fixture filing under Section 9402(6) of the California
Uniform Commercial Code, as amended or recodified from time to time,
covering any Property which now is or later may become a fixture
attached to the real property described in Paragraph 1.1(a) or any
building located thereon.


2. THE SECURED OBLIGATIONS


2.1 Purpose of Securing. Trustor makes the grant, conveyance, transfer and
assignment set forth in Section 1 for the purpose of securing the
following obligations (the "Secured Obligations") in any order of
priority that Beneficiary may choose:


(a) Payment of all obligations of Trustor ("Obligor") to Beneficiary
-------
arising under the instrument(s) or agreement(s) described below (the
"Debt Instrument"):


[X] a promissory note dated as of April 1, 1998, payable by Obligor
-------------
as maker in the stated principal amount of Seven Hundred Twenty
--------------------
Nine Thousand and No/100 Dollars ($729,000.00) to the order of
------------------------ -----------
Beneficiary.


[X] a certain Agreement for Bridge Loan dated as of April 1, 1998,
------------------------- -------------
between Obligor and Beneficiary which provides for extensions
of credit in a principal amount not exceeding Seven Hundred
-------------
Twenty Nine Thousand and No/100 Dollars ($729,000.00).
------------------------------- -----------


[_] a certain N/A Guaranty dated N/A, in the principal amount of
--- ---
-0- Dollars ($-0-) given by Obligor to Beneficiary in
--- ---
support of the obligations of N/A to Beneficiary.
---


[_] (Describe).


This Deed of Trust also secures payment of all obligations of
Obligor under the Debt Instrument which arise after the Debt
Instrument is extended, renewed, modified or amended pursuant to any
written agreement between Obligor and Beneficiary, and all
obligations of Obligor under any successor agreement or instrument
which restates and supersedes the Debt instrument in its entirety.


(b) Payment and performance of all obligations of Trustor under this
Deed of Trust; and


(c) Payment and performance of all future advances and other obligations
that Trustor (or any successor in interest to Trustor) or Obligor
(if different from Trustor) may agree to pay and/or perform (whether
as principal, surety or guarantor) to or for the benefit of
Beneficiary, when a writing signed by Trustor (or any successor in
interest to Trustor) evidences said parties' agreement that such
advance or obligation be secured by this Deed of Trust.


This Deed of Trust does not secure any obligation which expressly states
that it is unsecured, whether contained in the foregoing Debt Instrument
or in any other document, agreement or instrument.


2.2 Terms of Secured Obligations. All persons who may have or acquire an
interest in all or any part of the Property will be considered to have
notice of, and will be bound by, the terms of the Debt Instrument
described in Paragraph 2.1(a) and each other agreement or instrument
made or entered into in connection with each of the Secured Obligations.
The Debt Instrument, among other things, provides for the following:


[_] a revolving line of credit to Obligor pursuant to which Obligor may
borrow, repay extensions of credit, and re-borrow amounts which have
been repaid. The unpaid balance of the revolving line of credit may
at certain times be zero. A zero balance does not affect
Beneficiary's agreement to make further extensions of credit under
the Debt Instrument. Beneficiary's interest under this Deed of Trust
will remain in full force and effect notwithstanding a zero balance
under the revolving line of credit.


[X] an interest rate which may vary from time to time on one or more of
the obligations arising under the Debt Instrument.


3. ASSIGNMENT OF RENTS


3.1 Assignment. Trustor hereby irrevocably, absolutely, presently and
unconditionally assigns to Beneficiary all rents, royalties, issues,
profits, revenue, income and proceeds of the Property, whether now due,
past due or to become due, including all prepaid rents and security
deposits (collectively, the "Rents"), and confers upon Beneficiary the
right to collect such Rents with or without taking possession of the
Property. In the event that anyone establishes and exercises any right
to develop, bore for or mine for


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any water, gas, oil or mineral on or under the surface of the Property,
any sums that may become due and payable to Trustor as bonus or royalty
payments, and any damages or other compensation payable to Trustor in
connection with the exercise of any such rights, shall also be
considered Rents assigned under this Paragraph. This is an absolute
assignment, not an assignment for security only.


3.2 Grant of License. Notwithstanding the provisions of Paragraph 3.1,
Beneficiary hereby confers upon Trustor a license ("License") to collect
and retain the Rents as they become due and payable, so long as no Event
of Default, as defined in Paragraph 5.2. shall exist and be continuing.
If an Event of Default has occurred and is continuing. Beneficiary shall
have the right, which it may choose to exercise in its sole discretion,
to terminate this License without notice to or demand upon Trustor, and
without regard to the adequacy of the security for the Secured
Obligations.


4. RIGHTS AND DUTIES OF THE PARTIES


4.1 Representations and Warranties. Trustor represents and warrants that
Trustor lawfully possesses and holds fee simple title to all of the
Property, unless Trustor's present interest in the Property is described
in Exhibit A as a leasehold interest, in which case Trustor lawfully
possesses and holds a leasehold interest in the Property as stated in
Exhibit A.


4.2 Taxes, Assessments, Liens and Encumbrances. Trustor shall pay prior to
delinquency all taxes, levies, charges and assessments, including
assessments on appurtenant water stock, imposed by any public or quasi-
public authority or utility company which are (or if not paid, may
become) a lien on all or part of the Property or any interest in it, or
which may cause any decrease in the value of the Property or any part of
it. Trustor shall immediately discharge any lien on the Property which
Beneficiary has not consented to in writing, and shall also pay when due
each obligation secured by or reducible to a lien, charge or encumbrance
which now or hereafter encumbers or appears to encumber all or part of
the Property, whether the lien, charge or encumbrance is or would be
senior or subordinate to this Deed of Trust.


4.3 Damages and Insurance and Condemnation Proceeds.


(a) Trustor hereby absolutely and irrevocably assigns to Beneficiary,
and authorizes the payor to pay to Beneficiary, the following
claims, causes of action, awards, payments and rights to payment
(collectively, the "Claims"):


(i) all awards of damages and all other compensation payable
directly or indirectly because of a condemnation, proposed
condemnation or taking for public or private use which
affects all or part of the Property or any interest in it;


(ii) all other awards, claims and causes of action, arising out
of any breach of warranty or misrepresentation affecting all
or any part of the Property, or for damage or injury to, or
defect in, or decrease in value of all or part of the
Property or any interest in it;


(iii) all proceeds of any insurance policies payable because of
loss sustained to all or part of the Property; and


(iv) all interest which may accrue on any of the foregoing.


(b) Trustor shall immediately notify Beneficiary in writing if:


(i) any damage occurs or any injury or loss is sustained to all
or part of the Property, or any action or proceeding
relating to any such damage, injury or loss is commenced; or


(ii) any offer is made, or any action or proceeding is commenced,
which relates to any actual or proposed condemnation or
taking of all or part of the Property.


If Beneficiary chooses to do so, it may in its own name appear in
or prosecute any action or proceeding to enforce any cause of
action based on breach of warranty or misrepresentation, or for
damage or injury to, defect in, or decrease in value of all or part
of the Property, and it may make any compromise or settlement of
the action or proceeding. Beneficiary, if it so chooses, may
participate in any action or proceeding relating to condemnation or
taking of all or part of the Property, and may join Trustor in
adjusting any loss covered by insurance.


(c) All proceeds of the Claims assigned to Beneficiary under this
Paragraph shall be paid to Beneficiary. In each instance,
Beneficiary shall apply those proceeds first toward reimbursement
of all of Beneficiary's costs and expenses of recovering the
proceeds, including attorneys' fees. Trustor further authorizes
Beneficiary, at Beneficiary's option and in Beneficiary's sole
discretion, and regardless of whether there is any impairment of
the Property, (i) to apply the balance of such proceeds, or any
portion of them, to pay or prepay some or all of the Secured
Obligations in such order or proportion as Beneficiary may
determine, or (ii) to hold the balance of such proceeds, or any
portion of them, in a non-interest-bearing account to be used for
the cost of reconstruction, repair or alteration of ...