Exhibit 2.6 FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This Fourth Amendment to Agreement and Plan of Merger and Reorganization ("Amendment") is made effective as of December 13, 1996, between NETTER DIGITAL ENTERTAINMENT,...

                                   Exhibit 2.6

                               FOURTH AMENDMENT TO
                              AGREEMENT AND PLAN OF
                            MERGER AND REORGANIZATION

This  Fourth  Amendment  to  Agreement  and Plan of  Merger  and  Reorganization
("Amendment") is made effective as of December 13, 1996,  between NETTER DIGITAL
ENTERTAINMENT,  INC., a Delaware corporation ("NDEI"), NETTER ACQUISITION, INC.,
a California corporation ("NAC") and VIDESSENCE,  INC., a California corporation
("Videssence"), with reference to the following facts:


         A.       NDEI, NAC and Videssence entered into an Agreement and Plan of
                  Merger and  Reorganization  dated April 26, 1996 (the  "Merger
                  Agreement") pursuant to which NAC would merge into Videssence,
                  making Videssence the wholly-owned subsidiary of NDEI.

         B.       NDEI, NAC and Videssence  entered into the First  Amendment to
                  Merger Agreement,  dated July 3, 1996 (the "First  Amendment")
                  and a Second Amendment to Merger  Agreement,  dated August 31,
                  1996 (the "Second Amendment"), and a Third Amendment to Merger
                  Agreement,  dated  October 30,  1996 (the "Third  Amendment"),
                  whereby the parties amended and modified the Merger Agreement.

         C.       NDEI, NAC and Videssence wish to amend the Third Amendment and
                  further amend the Second  Amendment,  First  Amendment and the
                  Merger  Agreement  to merge  NAC  into  Videssence  such  that
                  Videssence becomes the wholly-owned  subsidiary of NDEI on the
                  terms and  conditions set forth in the Merger  Agreement,  the
                  First Amendment and the Second Amendment,  both as modified in
                  this Amendment.

         D.       Terms with initial  capital letters used in this Amendment and
                  not otherwise  defined herein shall have the same meanings set
                  forth in the Merger Agreement, the First Amendment, the Second
                  Amendment or the Third Amendment, as appropriate.

         NOW, THEREFORE, the parties hereby agree as follows:

1.  Modification to Third  Amendment:  The Third Amendment is hereby modified as
follows:
     1.1.  Section 1.2 of the Third  Amendment  shall be amended and restated as
follows:
     by Netter if any of the  conditions in Article VII have not been  satisfied
as of January 31,  1997 or if  satisfaction  of such a  condition  is or becomes
impossible  (other  than  through  the  failure  of Netter  to  comply  with its
obligations under this Agreement) and Netter has not waived such condition on or
before January 31, 1997; or



     1.2 Section  1.2 to the Third  Amendment  shall be amended and  restated as
follows:
     by  Videssence,  if any of the  conditions  in  Article  VIII have not been
satisfied  as of January 31, 1997 or if  satisfaction  of such a condition is or
becomes  impossible (other than through the failure of Videssence to comply with
their  obligations  under this  Agreement)  and  Videssence  has not waived such
condition on or before January 31, 1997;

     1.3 Section  1.3 to the Third  Amendment  shall be amended and  restated as
follows:
     by either Netter or Videssence if the Closing has not occurred  (other than
through the failure of any party seeking to terminate  this  Agreement to comply
fully with its obligations  under this Agreement) on or before January 31, 1997,
or such later date as the parties may agree upon.

2. Other Provisions Unmodified. Except as expressly modified hereby, the rights,
obligations and terms of the Third Amendment,  the Second  Amendment,  the First
Amendment and the Merger Agreement shall remain unmodified and in full force and
effect.  In the event of a conflict  between the Amendment and any or all of the
First Amendment,  Second  Amendment,  Third Amendment or Merger  Agreement,  the
Amendment shall be controlling.

3. Counterparts. This Amendment may be executed in several counterparts, and all
so executed shall  constitute an agreement,  binding on all the parties  hereto,
notwithstanding that all of the parties are not signatory to the original or the
same counterpart.

         IN WITNESS  WHEREOF,  this  Amendment is effective as of the date first
set forth above.

NETTER DIGITAL ENTERTAINMENT, INC., a Delaware corporation

By__/S/Xxxxxxx Netter_____________
         Xxxxxxx Xxxxxx, President

VIDESSENCE, Inc., a California corporation

By_/S/Xxxx Costa___________________
         Xxxx Xxxxx, President

NETTER ACQUISITION, INC., a California corporation

By__/S/Xxxxxxx Netter______________
         Xxxxxxx Xxxxxx, President