Third Amendment to Security and Loan Agreement and Addendum, Exhibit "A," Thereto This Third Amendment ("Amendment") amends that certain Security and Loan Agreement dated June 17, 1996, by and between Imperial Bank ("Bank") and Photomatrix Imaging...

                 Third Amendment to Security and Loan Agreement
                       and Addendum, Exhibit "A," Thereto


This  Third  Amendment  ("Amendment")  amends  that  certain  Security  and Loan
Agreement  dated June 17,  1996,  by and  between  Imperial  Bank  ("Bank")  and
Photomatrix Imaging Corporation ("Borrower") and the Addendum, Exhibit "A," (the
"Addendum")  thereto,  of even date (collectively  herein, the Security and Loan
Agreement and the Addendum are referred to as the "Agreement"), as follows:

1. Wherever the name "Xscribe  Corporation" appears in the Agreement it shall be
changed to "Photomatrix Imaging Corporation."

2. Section 1. of the  Addendum is deleted in its  entirety and the  following is
substituted therefor:

         "Any commitment of Bank, pursuant to the terms of the Security and Loan
         Agreement,  to make advances against Eligible  Accounts shall expire on
         September 29, 1998, subject to Bank's right to renew said commitment at
         its sole discretion. Any renewal of the commitment shall not be binding
         upon the Bank  unless it is in writing  and signed by an officer of the
         Bank."

3. Section 5. of the  Addendum is deleted in its  entirety and the  following is
substituted therefor:

          "Guarantee.  As a condition precedent to Bank's obligation to make any
          advances  to  Borrower,  Borrower  shall,  among other  things:  cause
          guarantees to be executed by Photomatrix, Inc. (parent company) in the
          amount of $750,000 in form and substance satisfactory to Bank."

4. Section 10.a. of the Addendum is deleted in its entirety and the following is
substituted therefor:

         "The rate of interest  applicable  to the Line of Credit  Loan  Account
         shall be two percent (2.00%) per year in excess of the rate of interest
         which the Bank has announced as its prime  lending rate ("Prime  Rate")
         which shall vary concurrently with any change in such Prime Rate. A non
         utilization  fee of one percent (1.00%) shall be charged on the average
         daily unused portion of the line, payable quarterly in arrears."

5. Except as provided above, the Agreement remains unchanged.



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6. This  Amendment is effective as of September 30, 1997, and the parties hereby
confirm that the Agreement as amended in full force and effect.


PHOTOMATRIX, INC.
"Borrower"


By:

Title:


IMPERIAL BANK
"Bank"


By:

Title:







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