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                                                                EXHIBIT 10.17(b)


         SECOND AMENDMENT TO MASTER PURCHASE ORDER ASSIGNMENT AGREEMENT


     This Second Amendment to that certain Master Purchase Order Assignment
Agreement (the "Amendment") is made as of the 12 day of December, 2000, among
TRANSCAP TRADE FINANCE, an Illinois general partnership (the "Contractor") and
BAY AREA MULTIMEDIA, INC., a California corporation (the "Manufacturer").

                                  WITNESSETH:

     WHEREAS, the Contractor and the Manufacturer are parties to that certain
Master Purchase Order Assignment Agreement dated as of February 25, 2000 (the
"Purchase Order Agreement"), as amended from time to time;

     WHEREAS, the Contractor and the Manufacturer desire to amend the Purchase
Order Agreement as set forth herein;

     NOW, THEREFORE, in consideration of the premises and the payment of the
Extension Fee (as defined below), the receipt and sufficiency of which is hereby
acknowledged by each of the Contractor and the Manufacturer, the parties hereto
hereby agree as follows:

     1.   Section 18(a) of the Purchase Order Agreement is hereby deleted in its
entirety, and in lieu thereof there is inserted a new Section 18(a) as follows:

          (a)       Term of Agreement. This Agreement will terminate on March
          31, 2002; provided, however, that Contractor may terminate this
          Agreement immediately upon Manufacturer's default.

     2.   Section 3(b)(iii) of the Purchase Order Agreement is hereby deleted in
its entirety, and in lieu thereof there is inserted a new Section 3(b)(iii) as
follows:

          (iii)     Upon the purchase of Materials required for the P.O., or
          upon any other advance of funds in connection with the P.O., the
          Contractor's aggregate outstanding funding pursuant to this Agreement
          shall not exceed the sum of $5,000,000 (increased to $8,500,000
          between December 12, 2000 and March 31, 2001);

     3.   Manufacturer shall pay Contractor an extension fee (the "Extension
Fee") in the sum of $50,000.00. The Extension Fee is deemed by the parties to
have been earned by the Contractor upon the signing of this Amendment. The
Extension Fee shall be collected by Contractor out of the next payments received
by Contractor on account of Accepted P.O.'s.

     4.   This Amendment constitutes an amendment to the Purchase Order
Agreement, and except to the extent inconsistent herewith, the parties hereby
reconfirm the Purchase Order Agreement, and each of the other agreements,
instruments and documents heretofore executed and delivered in connection
therewith, in their entirety, all of which shall remain in full force and
effect.

     5.   This Amendment will not be effective until each of the persons set
forth on Addendum III of the Purchase Order Agreement shall have executed an
acknowledgement to the Guaranty previously executed by such persons, in form and
substance satisfactory to Contractor.
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     6.   This Agreement may be executed in one or more counterparts, each of
which taken together shall constitute one and the same instrument, admissible
into evidence. Delivery of an executed counterpart of this Agreement by
facsimile shall be equally as effective as delivery of a manually executed
counterpart of this Agreement. Any party delivering an executed counterpart of
this Agreement by facsimile shall also deliver a manually executed counterpart
of this Agreement, but the failure to deliver a manually executed counterpart
shall not affect the validity, enforceability, and binding effect of this
Agreement.


     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.

TRANSCAP TRADE FINANCE

By:  /s/ MICHAEL SEAR
   -----------------------
Its:  Exec. Vice President, Transcap Associates, Inc.
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BAY AREA MULTIMEDIA, INC.

By:  /s/ RAYMOND C. MUSCI
   -----------------------
   Its: President

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                          ACKNOWLEDGMENT OF GUARANTOR


The undersigned hereby acknowledges receiving and reviewing that certain Second
Amendment to that certain Master Purchase Order Assignment Agreement (the
"Amendment"). The undersigned, by its execution hereof, hereby agrees that the
Guaranty previously executed by him shall remain in full force and effect and
that all references in said Guaranty to the Master Purchase Order Assignment
Agreement shall be deemed to refer to the Master Purchase Order Assignment
Agreement as amended by the Amendment.




Dated:  December 12, 20000

                                           /s/ Ray Musci
                                           ------------------------------
                                           Ray Musci