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                                                                 EXHIIBT 10.31


WELLS FARGO BANK                            REVOLVING LINE OF CREDIT NOTICE
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$5,000,000.00                                            SAN JOSE, CALIFORNIA
                                                         SEPTEMBER 1, 2000

     FOR VALUE RECEIVED, the undersigned FIBERSTARS, INC. ("Borrower") promises
to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") at its
office at SANTA CLARA VALLEY RCBO, 121 PARK CENTER PLAZA 3RD FLR, SAN JOSE, CA
95113, or at such other place as the holder hereof may designate, in lawful
money of the United States of America and in immediately available funds, the
principal sum of $5,000,000.00, or such much thereof as may be advanced and be
outstanding, with interest thereon, to be computed on each advance from the date
of its disbursement as set forth herein.

DEFINITIONS:

      As used herein, the following terms shall have the meanings set forth
after each, and any other term defined in this Note shall have the meaning
set forth at the place defined:

     (a)  "Business Day" means any day except a Saturday, Sunday, or any other
day on which commercial banks in California are authorized or required by law to
close.

     (b)  "Fixed Rate Term" means a period commencing on a Business Day and
continuing for 1, 2 OR 3 MONTHS, as designated by Borrower, during which all or
a portion of the outstanding principal balance of this Note bears interest
determined in relation to LIBOR; provided however, that no Fixed Rate Term may
be selected for a principal amount less than $100,000.00; and provided further,
that no Fixed Rate Term shall extend beyond the scheduled maturity date hereof.
If any Fixed Rate Term would end on a day which is not a Business Day, then such
Fixed Rated Term shall be extended to the next succeeding Business Day.

     (c)  "LIBOR" means the rate per annum (rounded upward, if necessary, to the
nearest whole 1/8 of 1%) determined by dividing Base LIBOR by a percentage equal
to 100% less any LIBOR Reserve Percentage.

          (i)  "Base LIBOR" means the rate per annum for United States dollar
deposits quoted by Bank as the Inter-Bank Market Offered Rate, with the
understanding that such rate is quoted by Bank for the purpose of calculating
effective rates of interest for loans making reference thereto, on the fist day
of a Fixed Rate Term for delivery of funds on said date for a period of time
approximately equal to the number of days in such Fixed Rate Term and in an
amount approximately equal to the principal amount to which such Fixed Rate Term
applies. Borrower understands and agrees that Bank may base its quotation of the
Inter-Bank Marked Offered Rate upon such offers or other market indicators of
the Inter-Bank Market as Bank in its discretion deems appropriate including, but
not limited to, the rate offered for U.S. dollar deposits on the London
Inter-Bank Market.

          (ii) "LIBOR Reserve Percentage" means the reserve percentage
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for "Eurocurrency Liabilities" (as defined in Regulation D of the
Federal Reserve Board, as amended), adjusted by Bank for expected changes in
such reserve percentage during the applicable Fixed Rated Tem.

     (d)  "Prime Rate" means at any time the rate of interest most recently
announced within Bank at its principal office as its Prime Rate, with the
understanding that the Prime Rate is one of Bank's base rates and serves as the
basis upon which effective rates of interest are calculated for those loans
making reference thereto, and is evidenced by the recording thereof after its
announcement in such internal publication or publications as Bank may designate.

INTEREST:

     (a)  INTEREST. The outstanding principal balance of this Not shall bear
interest (computed on the basis of a 360-day year, actual days elapsed) either
(I) at a fluctuating rate per annum EQUAL TO the Prime Rate in effect from time

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to time, or (ii) at a fixed rate per annum determined by Bank to be 1.75000%
above LIBOR in effect on the first day of the applicable Fixed Rate Term. When
interest is determined in relation to the Prime Rate, each change in the rate of
interest hereunder shall become effective on the date each Prime Rate change is
announced within Bank. With respect to each LIBOR selection hereunder, Bank is
hereby authorized to note the date, principal amount, interest rate and Fixed
Rate Term applicable thereto and any payments make thereon on Bank's books and
records (either manually or by electronic entry) and/or on any schedule attached
to this Note, which notations shall be prima facie evidence of the accuracy of
the information noted.

     (b)  SELECTION OF INTEREST RATE OPTIONS. At any time any portion of this
Note bears interest determined in relation to LIBOR, it may be continued by
Borrower at the end of the Fixed Rate Term applicable thereto so that all or a
portion thereof bears interest determined in relation to the Prime Rate or to
LIBOR for a new Fixed Rate Term designated by Borrower. At any time any portion
of the Note bears interest determined in relation to the Prime Rate, Borrower
may convert all or a portion thereof so that it bears interest determined in
relation to LIBOR for a Fixed Rate Term designated by Borrower. At such time as
Borrower requests an advance hereunder or wishes to select a LIBOR option for
all or a portion for the outstanding principal balance hereof, and at the end of
each Fixed Rate Term, Borrower shall give Bank notice specifying: (i) the
interest rate option selected by Borrower; (ii) the principal amount subject
thereto; and (iii) for each LIBOR selection, the length of the applicable Fixed
Rate Term. Any such notice may be given by telephone (or such other electronic
method as Bank may permit) so long as, with respect to each LIBOR selection, (A)
if requested by Bank, Borrower provides to Bank written confirmation thereof not
later than three (3) Business Days after such notice is give, and (B) such
notice is given to Bank prior to 10:00 a.m. on the first day of the Fixed Rate
Term, or at a later time during any Business Day if Bank, at it's sole option
but without obligation to do so, accepts Borrower's notice and quotes a fixed
rate to Borrower. If Borrower does not immediately accept a fixed rate when
quoted by Bank, the quoted rate shall expire and any subsequent LIBOR request
form Borrower shall be subject to a redetermination by Bank of the applicable
fixed rate. If no specific designation of interest is made at the time any
advance is requested hereunder or at the end of any Fixed Rate Term, Borrower
shall be deemed to have made a Prime Rate interest selection for such advance or
the principal amount to which Fixed Rate Term applied.

     (c)  TAXES AND REGULATORY COSTS. Borrower shall pay to Bank immediately
upon demand, in addition to any other amounts due or to become due hereunder,
any and all (i) withholdings, interest equalization taxes, stamp taxes or other
taxes (except income and franchise taxes) imposed by any domestic or foreign
governmental authority and related in any manner or LIBOR, and (ii) future,
supplemental, emergency or other changes in the LIBOR Reserve Percentage,
assessment rates imposed by the Federal Deposit Insurance Corporation, or
similar requirements or costs imposed by any domestic or foreign governmental
authority or resulting form compliance by Bank with any request or directive
(whether or not having the fore of law) from any central bank or other
governmental authority and related in any manner to LIBOR to the extent they are
not included in the calculation of LIBOR. In determining which of the foregoing
are attributable to any LIBOR option available to Borrower hereunder, any
reasonable allocation make by Bank among its operations shall be conclusive and
binding upon Borrower.

     (d)  PAYMENT OF INTEREST. Interest accrued on this Note shall be payable on
the 28TH day of each MONTH, commencing OCTOBER 28, 2000.

     (e)  DEFAULT INTEREST. From and after the maturity date of this Note, or
such earlier date as all principal owing hereunder becomes due and payable by
acceleration or otherwise, the outstanding principal balance of this Note shall
bear interest until paid in full at an increased rate per annum (computed on the
basis of a 360-year, actual days elapsed) equal to 4% above the rate of interest
from time to time applicable to this Note.

     (f)  COMMITMENT FEE. Prior to the initial extension of credit under this
Note, Borrower shall pay to Bank a non-refundable commitment fee of $2,500.00.

     (g)  COLLECTION OF PAYMENTS. Borrower authorizes Bank to collect all
interest and fees due hereunder by charging Borrower's deposit account number
4496-813031 with Bank, or any other deposit account maintained by any Borrower
with Bank, for the full amount thereof. Should there be insufficient funds in
any such deposit

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account to pay all such sums when due, the full amount of such deficiency shall
be immediately due and payable by Borrower.

SIGHT COMMERICAL AND STANDBY LETTER OF CREDIT SUBFEATURE:

     (a)  LETTER OF CREDIT SUBFEATURE. As a subfeature under this Note, Bank
agrees from time to time during the term hereof to issue standby letters of
credit for the account of Borrower to finance GUARANTEE LEASE PAYMENTS FOR THEIR
GERMAN FACILITY and/or sight commercial letters of credit for the account of
Borrower to finance Borrower's inventory purchases (each, a "Letter of Credit"
and collectively, "Letters of Credit"); provided however, that the form and
substance of each Letter of Credit shall be subject to approval by Bank, in it's
sole discretion; and provided further, that the aggregate undrawn amount of all
outstanding Letters of Credit shall not at any time exceed $400,000.00. Each
standby Letter of Credit shall be issued for a term not to exceed 365 days, and
each commercial Letter of Credit shall be issued for a term not to exceed 180
days, as designated by Borrower; provided however, that no standby Letter of
Credit shall have an expiration date subsequent to the maturity date of this
Note, and no commercial Letter of Credit shall have an expiration date more than
90 days beyond the maturity date of this Note. The undrawn amount of all Letters
of Credit shall be reserved under this Note and shall not be available for
borrowings hereunder. Each Letter of Credit shall be subject to the additional
terms and conditions of the Letter of Credit Agreement and related documents, if
any, required by Bank in connection with the issuance thereof. Each draft paid
by Bank under a Letter of Credit shall be deemed an advance under this Note and
shall be repaid by Borrower in accordance with the terms and conditions of this
Note; provided however, that if advances hereunder are not available, for any
reason, at the time any draft is paid by Bank, then Borrower shall immediately
pay to Bank the full amount of such draft, together with interest thereon form
the date such amount is paid by Bank to the date such amount is full repaid by
Borrower, at the rate of interest applicable to advances hereunder. In such
event Borrower agrees that Bank, in its sole discretion, may debit any deposit
account maintained by Borrower with Bank for the amount of any such draft.

   (b) LETTER OF CREDIT FEES. Borrower shall pay to Bank (i) fees upon the
issuance of each standby Letter or Credit equal to 1.000% per annum (computed on
the basis of a 360-day year, actual days elapsed) of the face amount thereof,
and (ii) fees upon the issuance of each commercial Letter of Credit, upon the
payment or negotiation by Bank of each draft under any Letter of Credit and upon
the occurrence of any other activity with respect to any Letter of Credit
(including with limitation, the transfer, amendment or cancellation of any
Letter or Credit) determined in accordance with Bank's standard fees and charges
then in effect for such activity.

CLEAN ACCEPTANCE SUBFEATURE:

   (a) ACCEPTANCE SUBFEATURE. As a subfeature under this Note, Bank agrees from
time to time during the term hereof to create banker's acceptances (each, an
"Acceptance" and collectively, "Acceptances") for the account of Borrower by
accepting drafts drawn on Bank by Borrower for the purpose of financing
Borrower's importation of goods into the United States; provided however, that
the form and substance of each Acceptance shall be subject to approval by Bank,
in its sole discretion; and provided further, that the aggregate amount of all
outstanding Acceptances shall not at any time exceed $400,000.00. Each
Acceptance shall be in the minimum amount of $5,000.00. Each Acceptance shall be
subject to the additional terms and conditions of an Acceptance Agreement in
form and substance satisfactory to Bank. Each Acceptance shall be created for a
term not to exceed the lesser of 365 days, as designated by Borrower, or such
period of time as may be necessary to comply with the terms of the Acceptance
Agreement; provided however, that no Acceptance shall mature more than 90 days
beyond the maturity date of this Note. The outstanding amount of all Acceptances
shall be reserved under this Note and shall not be available for borrowings
hereunder. The amount of each Acceptance which matures shall be deemed an
advance under this Note and shall be repaid by Borrower in accordance with the
terms and conditions of this Note; provided however, that if advances hereunder
are not available, for any reason, at the time any Acceptance matures, then
Borrower shall immediately pay to Bank the full amount of such matured
Acceptance, together with interest thereon from the date such Acceptance matures
to the date such amount is fully repaid by Borrower, at the rate of interest
applicable to advances hereunder. In such event Borrower agrees that Bank, in
its sole discretion, may debit any deposit account maintained by Borrower with
Bank for the amount of any Acceptance. All Acceptances created hereunder shall
be discounted with Bank.

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   (b) ACCEPTANCE FEES. For each Acceptance created hereunder, Borrower shall
pay to Bank on the date such Acceptance is created an acceptance fee determined
in accordance with Bank's standard fees and charges then in effect for the
creation of Acceptances.

BORROWING AND REPAYMENT:

   (a) USE OF PROCEEDS. Advances under this Note shall be available solely to
finance WORKING CAPITAL REQUIREMENTS.

   (b) BORROWING AND REPAYMENT. Borrower may form time to time during the term
of this Note borrow, partially or wholly repay its outstanding borrowings, and
reborrow, subject to all of the limitations, terms and conditions of this Note
and of any document executed in connection with, or at any time as a supplement
to, this Note; provided however, that the total outstanding borrowings under
this Note shall not at any time exceed the principal amount stated above; and
provided further, that Borrower shall maintain a zero balance on advances under
this Note for a period of at least 30 consecutive days during each fiscal year.
All payments credited to principal shall be applied first, to the outstanding
principal balance of this Note which bears interest determined in relation to
the Prime Rate, if any, and second, to the outstanding principal balance of this
Note which bears interest determined in relation to LIBOR, with such payments
applied to the oldest Fixed Rate Term first. The unpaid principal balance of
this obligation at any time shall be the total amounts advanced hereunder by the
holder hereof less the amount of any principal payments made hereon by or for
any Borrower, which balance may be endorsed hereon from time to time by the
holder. The outstanding principal balance of this Note shall be due and payable
in full on AUGUST 15, 2001; except with respect to any draft paid by Bank under
a commercial Letter of Credit and any Acceptance which matures subsequent to
said date, the full amount of which shall be due and payable by Borrower
immediately upon payment by Bank or at such maturity as applicable.

   (c) ADVANCES. Advances hereunder, to the total amount of the principal sum
available hereunder, may be made by the holder at the oral or written request of
(i) DAVID N. RUCKERT OR ROLAND DENNIS OR BOB CONNORS, any on acting alone, who
are authorized to request advances and direct the disposition of any advances
until written notice of the revocation of such authority is received by the
holder at the office designated above, or (ii) any person, with respect to
advances deposited to the credit of any deposit account of any Borrower, which
advances, when so deposited, shall be conclusively presumed to have been made to
or for the benefit of each Borrower regardless of the fact that persons other
than those authorized to request advances may have authority to draw against
such account. The holder shall have no obligation to determine whether any
person requesting an advance is or has been authorized by any Borrower.

PREPAYMENT:

   (a) PRIME RATE. Borrower may prepay principal on any portion of this Note
which bears interest determined in relation to the Prime Rate at any time, in
any amount and without penalty.

   (b) LIBOR. Borrower may prepay principal on any portion of this Note which
bears interest determined in relation to LIBOR at any time and in the minimum
amount of $100,000.00; provided however, that if the outstanding principal
balance of such portion of this Note is less than said amount, the minimum
prepayment amount shall be the entire outstanding principal balance thereof. In
consideration of Bank providing this prepayment option to Borrower, or if any
such portion of this Note shall become due and payable at any time prior to the
last day of the Fixed Rate Term applicable thereto by acceleration or otherwise,
Borrower shall pay to Bank immediately upon demand a fee which is the sum of the
discounted monthly differences for each month from the month of prepayment
through the month in which Fixed Rate Term matures, calculated as follows for
each such month:

          (i)  DETERMINE the amount of interest which would have accrued each
month on the amount prepaid at the interest rate applicable to such amount had
it remained outstanding until the last day of the Fixed Rate Term applicable
thereto.

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          (ii) SUBTRACT from the amount determined in (i) above the amount of
interest which would have accrued from the same month on the amount repaid for
the remaining term of such Fixed Rate Term at LIBOR in effect on the date of
prepayment for new loans made for such term and in a principal amount equal to
the amount prepaid.

          (iii) If the result obtained in (ii) for any month is greater than
zero, discount that difference by LIBOR used in (ii) above.

Each Borrower acknowledges that prepayment of such amount may result in Bank
incurring additional costs, expenses and/or liabilities, and that it is
difficult to ascertain the full extent of such costs, expenses and/or
liabilities. Each Borrower, therefore, agrees to pay the above-described
prepayment fee and agrees that said amount represents a reasonable estimate of
the prepayment cots, expenses and/or liabilities of Bank. If Borrower fails to
pay any prepayment fee when due, the amount of such prepayment fee shall
thereafter bear interest until paid at a prate per annum 2.000% above Prime Rate
in effect from time to time (computed on the basis of a 360-day year, actual
days elapsed). Each change in the rate of interest on any such past due
prepayment fee shall become effective on the date each Prime Rate change is
announced within Bank.

EVENTS OF DEFAULT:

     Any default in the payment or performance of any obligation under this
Note, or any defined event of default under any loan agreement now or at any
time hereafter in effect between Borrower and Bank (whether executed prior to,
concurrently with or at any time after this Note), shall constitute an "Event of
Default" under this Note.

MISCELLANEOUS:

     (a)  REMEDIES. Upon the occurrence of any Even of Default, the holder of
this Note, at the holder's option, may declare all sums of principal, interest,
fees and charges outstanding hereunder to be immediately due and payable without
presentment, demand, notice of nonperformance, notice of protest, protest or
notice of dishonor, all of which are expressly waived by each Borrower, and the
obligation, if any, of the holder to extend any further credit hereunder shall
immediately cease and terminate. Each Borrower shall pay to the holder
immediately upon demand the full amount of all payments, advances, charges,
costs and expenses, including reasonable attorneys' fees (to include outside
counsel fees and all allocated costs of the holder's in-house counsel), expended
or incurred by the holder in connection with the enforcement of the holder's
rights and/or the collection of any amounts which become due to the holder under
this Note, and the prosecution or defense of any action in any way related to
this Note, including without limitation, any action for declaratory relief,
whether incurred at the trial or appellate level, in an arbitration proceeding
or otherwise, and including any of the foregoing incurred in connection with any
bankruptcy proceeding (including without limitation, any adversary proceeding,
contested matter or motion brought by Bank or any other person) relating to any
Borrower or any other person or entity.

     (b)  OBLIGATIONS JOINT AND SEVERAL. Should more than one person or entity
sign this Note as Borrower, the obligations of each such Borrower shall be joint
and serveral.

     (c)  GOVERNING LAW. This Note shall be governed by and construed in
accordance with the laws of the State of California.

          IN WITNESS WHEREOF, the undersigned has executed this Note as of the
date first written above.

FIBERSTARS, INC.

By:  /s/ David N. Ruckert
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Title: President, Ceo
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