<PAGE>

                                                                   EXHIBIT 10.7

                      CONTINUING LETTER OF CREDIT AGREEMENT

                              (Security Agreement)

                                                          Date:    Oct. 25, 1999
                                                               -----------------

TO:      COMERICA BANK-CALIFORNIA
         International Banking Department
         333 W. Santa Clara Street
         San Jose, California
         95113

Gentlemen:

     In consideration of your issuance of letters of credit at your option from
time to time substantially in accordance with our applications therefor, as the
same may be amended with our agreement or consent, we hereby agree that, except
as you and we shall otherwise specifically agree in writing in each instance,
the Terms and Conditions hereinafter set forth shall apply to each such
application and to each letter of credit issued pursuant to such application.



     TELEVIDEO, INC.
--------------------------------------------------------------
(Applicant)

     2345 HARRIS WAY
--------------------------------------------------------------
(Address)

     SAN JOSE, CA 95131
--------------------------------------------------------------

     /s/ [ILLEGIBLE], CEO & CHAIRMAN
--------------------------------------------------------------
(Authorized Signature) (Title)

                             PLEASE SIGN OFFICIALLY



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                              TERMS AND CONDITIONS

     In these provisions:

     (1) The "Applicant" means the party or parties identified as such on page
1.

     (2) "Application" means each application by the Applicant for a letter of
credit from the Bank, as such application may be amended or modified from time
to time in accordance with the provisions hereof or with the written agreement
or consent of the Applicant.

     (3) The "Bank" means Comerica Bank-California.

     (4) An "instrument" means any draft, receipt, acceptance or cable or
written demand for payment.

     (5) "Property" means goods and merchandise and any and all documents
relative thereto, securities, funds, choses in action, and any and all other
forms of property, whether real, personal or mixed and any right or interest
therein.

     (6) "Uniform Customs and Practice" means the Uniform Customs and Practice
for Documentary Credits approved by the International Chamber of Commerce and in
effect and adhered to by the Bank as of the date of issuance of the Credit.

     In consideration of the issuance by the Bank, upon application by the
Applicant from time to time, at the Bank's option, of one or more letters of
credit (each such letter of credit as from time to time amended or modified with
the consent of the Applicant being hereinafter referred to as the "Credit"), the
Applicant hereby agrees with the Bank as follows with respect to each Credit:

     1.  The Applicant will reimburse the Bank at its principal office, in
cash, the amount required to pay each instrument, such reimbursement to be
made on demand in the case of each sight draft or receipt, with interest from
the date of payment of the instrument to the date of reimbursement. If the
instrument is in foreign currency, such reimbursement shall be in United
States currency at the Bank's selling rate for cable transfers to the place
of payment of the instrument current on the date of reimbursement or of the
Bank's settlement of its obligation, as the Bank may require. If, for any
cause, on the date of reimbursement or settlement there is no rate of
exchange generally available for effecting such cable transfers, the
Applicant will reimburse the Bank on demand in an amount in United States
currency equivalent to the Bank's actual cost of settlement of its obligation
as the Bank shall make such settlement, with interest from the date of
settlement to the date of reimbursement. The Applicant will comply with all
governmental exchange regulations now or hereafter applicable to the Credit
or instruments or payments related thereto and will pay the Bank, on demand,
in United States currency, such amount as the Bank may be required to expend
on account of such regulations. Upon the occurrence of an event of default
the Applicant shall pay the Bank in cash an amount sufficient to pay all
monies that are or

<PAGE>

will be due to be paid at any time by the Bank or its correspondents to meet
disbursements of any kind made or they may be required to be made pursuant to
the Letter of Credit regardless of whether the beneficiary under the Letter
of Credit has requested payment or whether those obligations have matured or
remain contingent.

     2.  The Applicant will pay the Bank such commission as has been agreed
to, the reasonable fees and expenses of the Bank in connection with the
Credit according to the Bank's standard practice, as in effect from time to
time, and interest on the amount paid by the Bank and. not reimbursed as
provided in paragraph 1 hereof including all charges and expenses paid or
in-curred by the Bank in connection therewith, at the rate of three (3%)
percent above the Bank's base rate; and effect shall be given to any change
in the interest rate resulting from a change in the base rate on the date of
such change in the base rate. The "base rate" shall mean the rate of interest
established by the Bank from time to time as its base rate, which may not
necessarily be the lowest interest rate charged by the Bank to its borrowers.
Interest shall be computed on the basis of the actual number of days elapsed,
but computed as if each year consisted of three hundred sixty (360) days.
However, if the actual amount of interest charged for and collected shall
ever exceed the maximum amount permitted by applicable law, interest shall be
calculated on a per diem basis of a year of 365 or 366 days, as the case may
be. The Bank is authorized to charge Applicant's deposit account for all
required payments.

     3.  Upon any transfer, sale, delivery, surrender or endorsement of any
bill of lading, warehouse receipt or other document at any time(s) held by
the Bank, or held for its account by any of its correspondents, relative to
the Credit, the Applicant will indemnify and hold the Bank, and any such
correspondent(s) harmless from and against each and every claim, demand,
action or suit which may arise against the Bank, or any such
correspondent(s), by reason thereof.

     4.  The Applicant agrees to indemnify and hold the Bank and its
correspondents harmless from and against any and all claims, damages, losses,
liabilities, costs or expenses whatsoever which the Bank or its
correspondents may incur (or which may be claimed against the Bank or its
correspondents by any person) by reason of, or in connection with, the
execution and delivery or transfer of, or payment or failure to pay under,
the Credit, or by reason of, or in connection with, any other matters arising
under this Application, or any of the transactions contemplated hereby;
provided, however, the Applicant shall not be required to indemnify the Bank
or its correspondents for any claims, damages, losses, liabilities, costs or
expenses to the extent, but only to the extent, caused by such party's
willful and wrongful misconduct or gross negligence.

     5.  The Applicant will pay on demand all reasonable costs and expenses
(including without limitation, reasonable attorneys' fees and legal expenses)
incurred by the Bank in connection with the enforcement of this Agreement and
such other documents which may be delivered in connection with this Agreement
or any Application or any action or proceeding relating to a court order,
injunction or other process or decree restraining or seeking to restrain the
Bank from paying any amount under the Credit.

    6.  These Terms and Conditions and the Credit shall be subject to the
Uniform

<PAGE>

Customs and Practice (a copy of which is available upon request), and, in
the event any provision of the Uniform Customs and Practice is or is construed
to vary from or be in conflict with any provision of the California Uniform
Commercial Code, as from time to time amended and in force (the "Commercial
Code"), the Uniform Customs and Practice shall prevail. In addition to other
rights of the Bank hereunder or under application for the Credit, any action,
inaction or omission taken or suffered by the Bank, or by any of its
correspondents, under or in connection with the Credit or the relative
instruments, documents, or property, if in good faith and in conformity with
such foreign or domestic laws, regulations, or customs as the Bank or any of its
correspondents. may deem to be applicable thereto, shall be binding upon the
Applicant and shall not place the Bank or any of its correspondents under any
liability to the Applicant.

     7.  Except insofar as instructions may be given by the Applicant in
writing or by a Request (as defined in paragraph 8 below) expressly to the
contrary with regard to, and prior to, the Bank's issuance of the Credit: (a)
although shipment(s) in excess of the quantity called for under the Credit
are made, the Bank may honor the relative instrument(s) in an amount or
amounts not exceeding the amount of the Credit, and (b) the Bank may, but
shall not be required to, honor, as complying with the terms of the Credit
and of the application therefor, any instruments or other documents otherwise
in order signed or issued by an administrator, executor, trustee in
bankruptcy, debtor in possession, assignee for the benefit of creditors,
liquidator, receiver or other legal representative of the party authorized
under the Credit to draw or issue such instruments or other documents.

     8.  The Applicant authorizes the Bank to honor the Applicant's orders to
issue, amend or pay the Credit for the Applicant's account and risk upon a
request communicated to the Bank by telegram, telex, computer, facsimile
transmission,, or other electronic means (a "Request") subject to the
following: (a) a Request shall be made only by those persons authorized by
the Applicant in accordance with the Bank's established requirements and the
Bank shall not be obligated to identify such persons so authorized beyond the
use of the authorized name or code identification if any is established; (b)
all Requests will be confirmed by the Bank in writing by sending to the
Applicant a copy of the documents authorized or requested by the Applicant
and the Applicant agrees promptly to examine such documents and to report any
discrepancies promptly upon receipt of such continuation; (c) if delinquent
Requests are to be made, the Bank may, but shall not be obligated to, assign
a unique code number or word and require that such code be used by the
Applicant (and if such a code number or word is established, all further
Requests shall refer to such code); (d) the Bank shall not be liable for any
loss that the Applicant may incur as a result of the Bank's compliance with a
Request in accordance with this Application even if unauthorized, provided
that the Bank acted in good faith, and the Applicant indemnifies the Bank and
holds the Bank harmless for any such losses; (e) the Bank will not be liable
for any delays in honoring any Request, nor for any delays caused by others
to whom the Bank may transmit such Request either at the Applicant's
direction or otherwise and the Bank will not be required to honor Requests on
the day on which Requests are received unless the Bank has agreed to do so
and the Applicant has caused such Request to be received before the time the
Bank has specified to honor such Request; (f) the Bank shall not be obligated
to honor any Requests provided that the Bank has notified the Applicant by
telephonic or other prompt means (g) all Requests shall be subject to the
terms of this Agreement and any other written or electronic

<PAGE>

agreement entered into with the Bank by the Applicant in connection with any
transaction relating to such Request. Bank may record any Request made by
telephone and any other telephonic communications between the Applicant and
the Bank regarding the Credit.

     9.  Applicant agrees that the user(s) of the Credit shall be deemed
agents of the Applicant and neither the Bank nor its correspondents shall be
responsible for: (a) the use which may be made of the Credit or for any acts
or omissions of the user(s) of the Credit; (b) the time, place, manner or
order in which shipment is made; (c) partial or incomplete shipment, or
failure or. omission to ship any or all of the property referred to in the
Credit; (d) losses resulting from the Credit providing that a complete set of
shipping documents including one original bill of lading be forwarded by the
beneficiary directly to Applicant or its customs brokers; (e) the solvency,
responsibility or relationship to the property of any party issuing any
documents in connection with the property; (f) delay in arrival or failure to
arrive of either the property or any of the documents relating thereto; (g)
delay in giving or failure to give notice of arrival or any other notice; (h)
any breach of contract between the shipper(s) or vendor(s) and the
consignee(s) or buyer(s); (i) failure of any instrument to bear any reference
or adequate reference to the Credit, or failure of documents to accompany any
instrument at negotiation, or failure of any person to note the amount of any
instrument on the reverse of the Credit, or to surrender or take up the
Credit or to send forward documents apart from instruments as required by the
terms of the Credit, each of which provisions, if contained in the Credit
itself, it is agreed may be waived by the Bank; (j) the validity, sufficiency
or genuineness of documents, or of any endorsements thereof, even if such
documents should in fact prove to be in any or all respects invalid,
insufficient, fraudulent or forged; (k) payment by the Bank made against
presentation of documents which substantially comply with the terms of the
Credit; or (l) any other circumstances whatsoever in making or failing to
make payment under the Credit. In furtherance and not in limitation of the
foregoing, the Bank may accept documents that appear on their face to be in
order, without responsibility for timber investigation, regardless of any
notice or information to the contrary. The Bank shall not be responsible for
any act, error, neglect or default, omission, insolvency or failure in
business of any of its correspondents. The occurrence of any one or more of
the contingencies referred to in this paragraph shall not affect, impair or
prevent the vesting of any of the Bank's rights or powers hereunder or the
Applicant's obligation to make reimbursement. The Applicant will promptly
examine (i) the copy of the Credit (and of any amendments thereof) sent to it
by the Bank and (ii) all documents and instruments delivered to it from time
to time by the Bank, and, in the event of any claim of noncompliance with
Applicant's instructions or other irregularity, will immediately notify the
Bank thereof in writing, the Applicant being conclusively deemed to have
waived any such claim against the Bank and its correspondents unless such
notice is given as aforesaid.

     10.  The Applicant will promptly procure any necessary import, export or
other licenses for the import, export or shipping of the property shipped
under or pursuant to or in connection with the Credit, and comply with all
foreign and domestic governmental regulations in regard to the shipment of
inch property or the financing thereof; and furnish such certificates in that
respect as the Bank may at any time require, and keep such property
adequately covered by insurance in amounts, against risks and in companies
satisfactory to the Bank, and assign the policies or certificates of
insurance to the Bank, or make the loss or adjustment, if any, payable to the
Bank,

<PAGE>

at its option, and furnish the Bank, on its demand, with evidence of
acceptance by the insurers of such assignment. Should the insurance upon such
property for any reason be unsatisfactory to the Bank, the Bank may, at the
Applicant's expense, obtain insurance satisfactory to the Bank.

     11.  As security for the payment or performance of any and all of the
Applicant's obligations and/or liabilities hereunder, absolute or contingent,
and also for the payment or performance of any and all other obligations
and/or liabilities, absolute or contingent, due or to become due, which are
now, or may at any time(s) hereafter be owing by the Applicant to the Bank,
or which are now or hereafter existing, the Applicant hereby assigns,
pledges, and grants the Bank a security interest and lien upon, and the right
of possession and disposal to the following property (the "Collateral"): (a)
where applicable, any and all shipping documents, warehouse receipts,
policies or certificates of insurance or other documents or instruments
accompanying or related to drafts drawn under the Credit and in and to all
property shipped, stored or otherwise disposed of under or pursuant to or in
connection with the Credit, or in any way relating thereto or to any of the
drafts drawn thereunder (whether or not such documents, goods, or other
property be released to Bank or upon Bank's order and whether or not any such
release shall be on trust or bailee's receipt), and in and to the proceeds of
each and all of the foregoing; (b) all Applicant's rights and causes of
action against all parties arising from or in connection with the contract,
sale or purchase of any Collateral covered by the Credit, or any guarantees,
agreements or other undertaking (including those in effect between Applicant
and any account party named in the Credit), credits, policies of insurance or
other assurances in connection therewith; and (c) all property rights, choses
in action, claims and demands of every kind now or thereafter belonging to
Applicant and which may now or hereafter be in the posses-sion, custody or
control of, or in transit to or set apart for Bank, Bank's agents, or
correspondents for any purpose. Further, Applicant agrees at any time and
from time to time, on demand, to deliver, convey, transfer or assign to the
Bank additional security of a value and character satisfactory to the Bank,
or to make such payment as the Bank may require. The Applicant execute,
deliver and file such financing statements and other documents as may be
requested by Bank from time to time to create, perfect and preserve the
security interest created hereby; and the right is granted Bank, to be
exercised at its option, to file from time to time financing statements
signed by Bank alone and naming Bank as the secured party and the Applicant
as the debtor, and indicating the types, or describing the items, of
collateral covered hereby, all at the expense of the Applicant.

         12.  Upon the failure of the  Applicant  at any time to keep a
margin of security  with the  Bank  satisfactory  to the  Bank;  or upon the
death of any Applicant;  or if any of the obligations  and/or liabilities of
the Applicant to the Bank shall not be paid or performed when due; or if
there is a breach in any warranty or  representation  herein;  or if the
Applicant shall become insolvent (however  such  insolvency  may be
evidenced) or commit any act of bankruptcy or insolvency, or make a general
assignment for the benefit of creditors, or if the Applicant  shall suspend
the transaction of its usual business or be expelled or suspended  from  any
exchange;  or if an  application  is made by any  judgment creditor of the
Applicant  for an order  directing the Bank to pay over money or to deliver
other property;  or if a petition in bankruptcy  shall be filed by or against
the  Applicant;  or if a  petition  shall be filed  by or  against  the
Applicant or any proceeding  shall be instituted by or against the Applicant
for any relief under any bankruptcy or insolvency

<PAGE>

laws or any law relating to the relief of debtors, readjustment of
indebtedness, reorganization, composition or extensions; or if any
governmental authority, or any court at the instance of any governmental
authority, shall take possession of any substantial pan of the property of
the Applicant or shall assume control over the affairs or operations of the
Applicant; or if a receiver shall be appointed of, or a writ of order of
attachment or garnishment shall be issued or made against, any of the
property or assets of the Applicant; or if the Bank shall in good faith deem
itself insecure at any time; thereupon, unless the Bank shall otherwise
elect, any and all obligations and liabilities of the Applicant to the Bank,
whether now existing or hereafter incurred, shall. become and be due and
payable forthwith without presentation, demand or notice, all of which are
waived.

     13.  If any event described in paragraph 12 above shall have occurred
and be continuing, Bank may exercise in respect to the Collateral all the
rights and remedies of a secured party under the Commercial Code and any
other applicable law and also may, without notice except as specified below,
sell such Collateral or any part thereof in one or more parcels at public or
private sale, at any of Bank's offices or elsewhere, for cash, on credit or
for future delivery, and upon such other terms as Bank may deem commercially
reasonable. The Applicant will pay to Bank on demand all costs and expenses
(including without limitation, reasonable attorneys' fees and legal expenses)
related or incidental to the repossession, custody, preservation, protection,
preparation for sale or sale of, or collection from, or other realization
upon, any such Collateral, or related or incidental to the establishment,
preservation or enforcement of Bank's rights and remedies in respect of any
such Collateral.

     14.  That if the Applicant is a banking institution, the Applicant
hereby appoints the Bank its agent to issue the Credit in accordance with,
and subject to, these Terms and Conditions and the Application for the Credit.

     15.  The Applicant submits, in any legal proceeding related to this
Agreement, any Application or the Credit, to the nonexclusive jurisdiction
over the person of the Applicant of any court of competent jurisdiction
sitting in the State of California and agrees to a suit being brought in any
such court; waives any objection that it may now have or hereafter have to
the venue of such proceeding in any such court or that such proceeding was
brought in an inconvenient court; agrees that service of process and any such
legal proceeding may be made, and shall be conclusively deemed sufficient and
adequate, by mailing of copies thereof (by registered or certified mail, if
practicable) postage prepaid, or by teletransmission to the Applicant at its
address set forth herein or such other address of which the Bank shall be
notified in writing, in which event, service shall be deemed complete upon
the filing with the court of a copy of the process mailed or sent and an
affidavit attesting the mailing or sending. The Applicant agrees that nothing
herein shall affect the Bank's right to affect service or process in any
other manner permitted by law.

     16.  If any law or regulation or the interpretation or implementation
thereof by any court or administrative or governmental authority charged with
the administration thereof shall either: (a) impose, modify or deem
applicable any reserve, capital adequacy, special deposit, limitation or
similar requirement against letters of credit issued by, or assets held by,
or deposits in

<PAGE>

or for the account of; the Bank, or (b) impose on the Bank any insurance
premium or other condition regarding this Agreement or the Credit, and the
result of any event referred to in clause (a) or (b) above shall be to increase
the cost of issuing or maintaining the Credit over that which the Bank assumed
in determining its fees or decrease the yield to the Bank of issuing or
maintaining the, Credit, then, upon demand by the Bank, the Applicant shall
immediately pay to the Bank, from time to time as specified by the Bank,
additional amounts which shall be sufficient to compensate the Bank for such
increased cost or decrease in yield, together with interest on each such amount
from the date demanded until payment in full thereof at the rate and on the.
terms set forth in paragraph 2 above. A certificate as to such increased cost or
decrease in yield incurred by the Bank as a result of any event mentioned in
clause (a) or (b) above, submitted by the Bank to Applicant, shall be
conclusive, absent manifest error, as to the amount thereof.

     17.  The Bank shall not be deemed to have waived any of its rights
hereunder, unless the Bank or its authorized agents shall have signed such
waiver in writing. No such waiver unless expressly as stated therein, shall
be effective as to any transaction which occurs subsequent to the date of
such waiver, nor as to any continuance of a breach after such waiver.

     18.  The obligations hereof shall bind the successors and assigns of the
Applicant, and all rights, benefits and privileges conferred on the Bank
shall be and are extended to and conferred upon and may be enforced by its
successors and assigns. If the Applicant is a partnership, the obligations
hereof shall continue in force and apply, notwithstanding any change in the
membership of such partnership, whether arising from the death or retirement
of one or more partners or the accession of one or more new partners. If this
Agreement is signed by two or more Applicants, it shall be the joint and
several agreement of each Applicant.

     19.  Except as otherwise provided herein, any notice from the Bank to
the Applicant, if mailed, shall be deemed given when mailed, postage paid,
addressed to the Applicant at its address set forth herein or such other
address of which the Bank shall be notified in writing. Whenever possible
each provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this
Agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.

     20.  Subject to the provisions of paragraph 6 above, this Agreement and
all rights, obligations and liabilities arising hereunder shall be both
governed by, and construed in accordance with the law of the State of
California.

     21.  This Agreement, any collateral documents relating to security for
the Credit and any Requests constitute the entire agreement of the parties
with respect to the subject matter hereof, and except as provided in
paragraph 8, this Agreement may not be amended except in writing signed by
both parties.

<PAGE>

     22.  The Applicant acknowledges and agrees that Credits requested will not
be collateral or security for any obligation secured by real property and
thatCredits requested are not intended to guaranty or relate in any way to any
obligation secured by real property. The Applicant further acknowledges and
agrees that Credits requested will not be governed by the California
antideficiency statutes (Code Civ. Proc., sections 580a, 580b, and 580d), the
One-Action Rule (Code Civ. Proc., section 726) or the Security-First Rule (Code
Civ. Proc., section 726), and that they will constitute a separate and
independent obligation.

     23.  Applicant Warrants that any Request submitted hereunder and any
shipment related to such request is not in violation of U.S. Treasury Foreign
Assets Control or Cuban Assets Control Regulations.

     24.  The Applicant agrees that the Bank may provide information relating
to any Request, Credit or relating to the Applicant to the Bank's parent,
affiliates, subsidiaries and service providers.

<PAGE>



         Security Agreement
--------------------------------------------------------------------------------

As of OCTOBER 12, 1999, for value received, the undersigned ("Debtor") grants
to COMERICA BANK CALIFORNIA ("Bank"), a CALIFORNIA banking corporation, a
continuing security interest in the Collateral (as defined below) to secure
payment when due, whether by stated maturity, demand acceleration or
otherwise, of all existing and future indebtedness ("Indebtedness" to the
Bank of TELEVIDEO, INC. ("Borrower") and/or Debtor. Indebtedness includes
without limit any and all obligations or liabilities of the Borrower and/or
Debtor to the Bank, whether absolute or contingent, direct or indirect,
voluntary or involuntary, liquidated or unliquidated, joint or several, known
or unknown; any and all obligations or liabilities for which the Borrower
and/or Debtor would otherwise be liable to the Bank were it not for the
invalidity or unenforceability of them by reason of any bankruptcy,
insolvency or other law, or for any other reason; any and all amendments,
modifications, renewals and/or extensions of any of the above; all costs
incurred by Bank in establishing, determining, continuing, or defending the
validity or priority of its security interest, or in pursuing its rights and
remedies under this Agreement or under any other agreement between Bank and
Borrower and/or Debtor or in connection with any proceeding Involving Bank as
s result of any financial accommodation to Borrower and/or Debtor; and all
other costs of collecting Indebtedness, including, without limit attorney
fees. Debtor agrees to pay Bank all such costs incurred by the Bank,
immediately upon demand, and until paid all costs shall bear interest at the
highest per annum rate applicable to any of the Indebtedness, but not in
excess of the maximum rate permitted by law. Any reference in this Agreement
to attorney fees shall be deemed a reference to reasonable fees, costs, and
expenses of both in-house and outside counsel and paralegals, whether or not
a suit or action is instituted and to court costs if a suit or action is
instituted, and whether attorney fees or court costs are incurred at the
trial court level, on appeal, in a bankruptcy, administrative or probate
proceeding or otherwise.

1.   Collateral shall mean all of the following property Debtor now or later
     owns or has an interest in, wherever located:

     -     specific item listed below and/or on attached Schedule A, if any,
           is/are also included in Collateral:
           A CERTIFICATE OF DEPOSIT (#859750000023582) DATED SEPTEMBER 29,
           1999, IN THE NAME OF TELEVIDEO, INC., IN THE CURRENT AMOUNT OF
           $1,000,117.80 AND ANY AND ALL SUBSEQUENT RENEWALS THEREOF.

     -     all goods, instruments, documents, policies and certificates of
           insurance, deposits, money or other property (except real property
           which is not a fixture) which are now or later in possession of
           Bank, or as to which Bank now or later controls possession by
           documents or otherwise, and

     -     all additions, attachments, accessions, parts, replacements,
           substitutions, renewals, interest, dividends, distributions,
           rights of any kind (including but not limited to stock splits,
           stock rights, voting and preferential rights), products, and
           proceeds of or pertaining to the above including, without limit,
           cash or other property which were proceeds and are recovered by a
           bankruptcy trustee or otherwise as a preferential transfer by
           Debtor.

2.   Warranties, Covenants and Agreements. Debtor warrants, covenants and agrees
     as follows:

     2.1   Debtor shall furnish to Bank, in form and at intervals as Bank may
           request, any information Bank may reasonably request and allow
           Bank to examine, inspect, and copy any of Debtor's books and
           records. Debtor shall, at the request of Bank, mark its records
           and the Collateral to clearly indicate the security interest of
           Bank under this Agreement.

     2.2   At the time any Collateral becomes, or is represented to be,
           subject to a security interest in favor of Bank, Debtor shall be
           deemed to have warranted that (a) Debtor is the lawful owner of
           the Collateral and has the right and authority to subject it to a
           security interest granted to Bank; (b) none of the Collateral is
           subject to security interest other than that in favor of Bank and
           there are no financing statements on file, other than in favor of
           Bank; and (c) Debtor acquired its rights in the Collateral in the
           ordinary course of its business.

     2.3   Debtor will keep the Collateral free at all times from all claim,
           liens, security interests and encumbrances other than those in
           favor of Bank. Debtor will not, without the prior written consent
           of Bank, sell, transfer or Lease, or permit to be sold,
           transferred or Leased, any or all of the Collateral, except where
           inventory is pledged as Collateral) for Inventory in the ordinary
           course of its business and will not return any Inventory to its
           supplier. Bank or its representatives may at all reasonable times
           inspect the Collateral and may enter upon all premises where the
           Collateral is kept or might be located.

     2.4   Debtor will do all acts and will execute or cause to be executed
           all writings requested by Bank to establish, maintain and continue
           a perfected and first security interest of Bank in the Collateral.
           Debtor agrees that Bank has no obligation to acquire or perfect
           any Lien on or security interest in any asset(s) whether realty or
           personalty, to secure payment of the Indebtedness, and Debtor is
           not relying upon assets in which the Bank may have a lien or
           security interest for payment of the Indebtedness.

     2.5   Debtor will pay within the time that they can be paid without
           interest or penalty all dues, assessments and similar charges
           which at any time are or may become a Lien, charge, or encumbrance
           upon any Collateral, except to the extent contested in good faith
           and bonded in a manner satisfactory to Bank. If Debtor fails to
           pay any of these taxes, assessments, or other charges in the time
           provided above, Bank has the option (but not the obligation) to do
           so and Debtor agrees to repay all amounts so expended by Bank
           immediately upon demand, together with interest at the highest
           lawful default rate which could be charged by Bank on any
           Indebtedness.

     2.6   Debtor will keep the Collateral in good condition and will protect
           it from loss, damage, or deterioration from any cause. Debtor has
           and will maintain at all times (a) with respect to the Collateral,
           insurance under an "all risk" policy against fire and other risks
           customarily insured against, and (b) public liability insurance
           and other insurance as may be required by law or reasonably
           required by Bank, all of which insurance shall be in amount, form
           and content, and written by companies as may be satisfactory to
           Bank, containing a lender's loss payable endorsement acceptable to
           Bank. Debtor will deliver to Bank immediately upon demand evidence
           satisfactory to Bank that the required insurance has been
           procured. If Debtor fails to maintain satisfactory insurance, Bank
           has the option (but not the obligation) to do so and Debtor agrees
           to repay all amounts so expended by Bank immediately upon demand,
           together with interest at the highest lawful default rate which
           could be charged by Bank on any indebtedness.

     2.7   If Accounts Receivable are pledged as Collateral under this
           Agreement, then on each occasion on which Debtor evidences to Bank
           the account balances on and the nature and extent of the Accounts
           Receivable, Debtor shall be deemed to have warranted that except
           as otherwise indicated (a) each of those Accounts Receivable is
           valid and enforceable without performance by Debtor of any act;
           (b) each of those account balances are in fact owing, (c) there
           are no setoffs, recoupments, credits, contra accounts,
           counterclaims or defenses against any of those Accounts
           Receivable, (d) as to any Accounts Receivable represented by a
           note, trade acceptance, draft or other instrument or by any
           chattel paper or document, the same have been endorsed and/or
           delivered by Debtor to Bank, (e) Debtor has not received with
           respect to any Account Receivable, any notice of the death of the
           related account debtor, nor of the dissolution, liquidation,
           termination of existence, insolvency, business failure,
           appointment of a receiver for, assignment for the benefit of
           creditors by, or filing of a petition in bankruptcy by or against,
           the account debtor, and (f) as to each Account Receivable, the
           account debtor is not an affiliate of Debtor, the United States of
           America or any department, agency or instrumentality of it, or I
           citizen or resident of any jurisdiction outside of the United
           States. Debtor will do all acts and will execute all writings
           requested by Bank to perform, enforce performance of, and collect
           all Accounts Receivable. Debtor shall neither make nor permit any
           modification, compromise or substitution for any Account
           Receivable without the prior written consent of Bank. Debtor
           shall, at Bank's request, arrange for verification of Accounts
           Receivable directly with account debtors or by other methods
           acceptable to Bank.

     2.8   Debtor at all times shall be in strict compliance with all
           applicable laws, including without limit any laws, ordinances,
           directives, orders, statutes, or regulations an object of which is
           to regulate or improve health,

<PAGE>

           safety, or the environment ("Environmental Laws").

     2.9   If marketable securities are pledged as Collateral under this
           Agreement and if at any time the outstanding principal balance of
           the Indebtedness exceeds N/A of the value of the Collateral, as
           such value is determined from time to time by Bank (herein called
           the "Margin Requirement"), Debtor shall immediately pay, or cause
           to be paid to Bank an amount sufficient to reduce the Indebtedness
           such that the remaining principal outstanding thereunder is equal
           to or less than the Margin Requirement. Bank shall apply payments
           made under this paragraph in payment of the Indebtedness in such
           order and manner of application as Bank in its sole discretion
           elects. In the alternative, Debtor may provide or cause to be
           provided to Bank additional collateral in the form of cash or
           other property acceptable to Bank and with a value, as determined
           by Bank, that when added to the Collateral will constitute
           compliance with the Margin Requirement.

     2.10  If Bank, acting in its sole discretion, redelivers Collateral to
           Debtor or Debtors designee for the purpose of (a) the ultimate
           sale or exchange thereof; or (b) presentation, collection,
           renewal, or registration of transfer thereof; or (c) loading,
           unloading, storing, shipping, transshipping, manufacturing,
           processing or otherwise dealing with it preliminary to sale or
           exchange; such redelivery shall be in trust for the benefit of
           Bank and shall not constitute a release of Bank's security
           interest in it or in the proceeds or products of it unless Bank
           specifically so agrees in writing. If Debtor requests any such
           redelivery, Debtor will deliver with such request a duly executed
           financing statement in form and substance satisfactory to Bank.
           Any proceeds of Collateral coming into Debtor's possession as a
           result of any such redelivery shall be held in trust for Bank and
           immediately delivered to Bank for application on the Indebtedness.
           Bank may (in its sole discretion) deliver any or all of the
           Collateral to Debtor, and such delivery by Bank shall discharge
           Bank from all liability or responsibility for such Collateral.
           Bank, at its option, may require delivery of any Collateral to
           Bank at any time with endorsements or assignments of the
           Collateral as Bank may request.

     2.11  At any time and without notice, Bank may, as to Collateral other
           than Equipment, Fixtures or Inventory, (a) cause any or all of
           such Collateral to be transferred to its name or to the name of
           its nominees; (b) receive or collect by legal proceedings or
           otherwise all dividends, interest, principal payments and other
           sums and all other distributions at any time Payable or receivable
           on account of such Collateral, and hold the same as Collateral, or
           apply the same to the Indebtedness, the runner and distribution of
           the application to be in the sole discretion of Bank; (c) enter
           into any extension, subordination, reorganization, deposit, merger
           or consolidation agreement or any other agreement relating to or
           affecting such Collateral, and deposit or surrender control of
           such Collateral, and accept other property in exchange for such
           Collateral and hold or apply the property or money so received
           pursuant to this Agreement.

     2.12  Bank may assign any of the Indebtedness and deliver any or all of
           the Collateral to its assignee, who then shall have with respect
           to Collateral so delivered all the rights and powers of Bank under
           this Agreement, and after that Bank shall be fully discharged from
           all liability and responsibility with respect to Collateral so
           delivered.

     2.13  Debtor delivers this Agreement based solely on Debtor's
           independent investigation of (or decision not to Investigate) the
           financial condition of Borrower and is not relying on any
           information furnished by Bank. Debtor assumes full responsibility
           for obtaining any further information concerning the Borrower's
           financial condition, the status of the Indebtedness or any other
           matter which the undersigned may deem necessary or appropriate now
           or later. Debtor waives any duty on the part of Bank, and agrees
           that Debtor is not relying upon nor expecting Bank to disclose to
           Debtor any fact now or later known by Bank, whether relating to
           the operations or condition of Borrower, the existence,
           liabilities or financial condition of any guarantor of the
           Indebtedness, the occurrence of any default with respect to the
           Indebtedness, or otherwise, notwithstanding any effect such fact
           may have upon Debtor's risk or Debtor's rights against Borrower.
           Debtor knowingly accepts the full range of risk encompassed in
           this Agreement, which risk includes without limit the possibility
           that Borrower may incur Indebtedness to Bank after the financial
           condition of Borrower, or Borrower's ability to pay debts as they
           mature, has deteriorated.

     2.14  Debtor shall defend, indemnify and hold harmless Bank, its
           employees, agents, shareholders, affiliates, officers, and
           directors from and against any and all claims, damages, fines,
           expenses, liabilities or causes of action of whatever kind,
           including without limit consultant fees, legal expenses, and
           attorney fees, suffered by any of them as a direct or indirect
           result of any actual or asserted violation of any law, including,
           without limit, Environmental Laws, or of any remediation relating
           to any property required by any law, including without limit
           Environmental Laws.

3.   Collection of Proceeds.

     3.1   Debtor agrees to collect and enforce payment of all Collateral
           until Bank shall direct Debtor to the contrary. Immediately upon
           notice to Debtor by Bank and at all times after that, Debtor
           agrees to fully and promptly cooperate and assist Bank in the
           collection and enforcement of all Collateral and to hold in trust
           for Bank all Payments received in connection with Collateral and
           from the sale, lease or other disposition of any Collateral, all
           rights by way of suretyship or guaranty and all rights in the
           nature of a lien or security interest which Debtor now or later
           has regarding Collateral. Immediately upon and after such notice,
           Debtor agrees to (a) endorse to Bank and immediately deliver to
           Bank all Payments received on Collateral or from the sale, lease
           or other disposition of any Collateral or arising from any other
           rights or interests of Debtor in the Collateral, in the form
           received by Debtor without commingling with any other funds, and
           (b) immediately deliver to Bank all property in Debtor's
           possession or later coming into Debtor's possession through
           enforcement of Debtor's rights or interests in the Collateral.
           Debtor irrevocably authorizes Bank or any Bank employee or agent
           to endorse the name of Debtor upon any checks or other item which
           are received in payment for any Collateral, and to do any and all
           things necessary in order to reduce these items to money. Bank
           shall have no duty as to the collection or protection of
           Collateral or the proceeds of it, nor as to the preservation of
           any related rights, beyond the use of reasonable care in the
           custody and preservation of Collateral in the possession of Bank.
           Debtor agrees to take all steps necessary to preserve rights
           against prior parties with respect to the Collateral. Nothing in
           this Section 3.1 shall be deemed a consent by Bank to any sale,
           lease or other disposition of any Collateral.

     3.2   If Accounts Receivable are pledged as Collateral, this Section 3.2
           shall be applicable and Debtor agrees that immediately upon Bank
           request (whether or not any Event of Default exists) the
           indebtedness shall be on a "remittance basis" as follows: Debtor
           shall at its sole expense establish and maintain (and Bank, at
           Bank's option, may establish and maintain at Debtor's expense):
           (a) an United States Post Office lock box (the "Lock Box") to
           which Bank shall have exclusive access and control. Debtor
           expressly authorizes Bank, from time to time, to remove contents
           from the Lock Box, for disposition in accordance with this
           Agreement. Debtor agrees to notify all account debtors and other
           parties obligated to Debtor that all payments made to Debtor
           (other than payments by electronic funds transfer) shall be
           remitted, for the credit of Debtor, to the Lock Box, and Debtor
           shall include a like statement on all invoices; and (b) a
           non-Interest bearing deposit account with Bank which shall be
           titled at designated by Bank (the "Cash Collateral Account") to
           which Bank shall have exclusive access and control. Debtor agrees
           to notify all account debtors and other parties obligated to
           Debtor that all payments made to Debtor by electronic funds
           transfer shall be remitted to the Cash Collateral Account, and
           Debtor, at Bank's request, shall include a like statement on all
           invoices. Debtor shall execute all documents and authorizations as
           required by Bank to establish and maintain the Lock Box and the
           Cash Collateral Account.

     3.3   If Accounts Receivable are pledged as Collateral, this Section 3.3
           shall be applicable, and all items or amounts which are remitted
           to the Lock Box, to the Cash Collateral Account, or otherwise
           delivered by or for the benefit of Debtor to Bank on account of
           partial or full Payment of, or with respect to, any Collateral
           shall, at Bank's option, (i) be applied to the Payment of the
           Indebtedness, whether then due or not, in such order or at such
           time of application as Bank may determine in its sole discretion,
           or, (ii) be deposited to the Cash Collateral Account. Debtor
           agrees that Bank shall not be liable for any loss or damage which
           Debtor may suffer as a result of Bank's processing of items or its
           exercise of any other rights or remedies under this Agreement,
           including without limitation indirect, special or consequential
           damages, loss of revenues or profits, or any claim, demand or
           action by any third party arising out of or in connection with the
           processing of items or the exercise of any other rights or
           remedies under this Agreement. Debtor agrees to indemnify and hold
           Bank harmless from and against all such third party claims,
           demands or actions, and all related expenses or liabilities,
           including, without

<PAGE>

           imitation, attorney fees.

4.   Defaults, Enforcement and Application of Proceeds

     4.1   Upon the occurrence of any of the following events (each an "Event
           of Default"), Debtor shall be in default under this Agreement:

           (a)   Any failure to pay the indebtedness or any other
                 indebtedness when due, or such portion of it as may be due,
                 by acceleration or otherwise; or

           (b)   Any failure or neglect to comply with, or breach of or
                 default under, any tern of that Agreement, or any other
                 agreement or commitment between Borrower, Debtor, or any
                 guarantor of any of the indebtedness ("Guarantor") and Bank;
                 or

           (c)   Any warranty, representation, financial statement, or other
                 information made, given or furnished to Bank by or on behalf
                 of Borrower, Debtor, or any Guarantor shall be, or shall
                 prove to have been, false or materially misleading when
                 made, given, or furnished; or

           (d)   Any loss, theft, substantial damage or destruction to or of
                 any Collateral, or the issuance or filing of any attachment,
                 levy, garnishment or the commencement of any proceeding in
                 connection with any Collateral or of any other judicial
                 process of, upon or in respect of Borrower, Debtor, any
                 Guarantor, or any Collateral; or

           (e)   Sale or other disposition by Borrower, Debtor, or any
                 Guarantor of any substantial portion of its assets or
                 property or voluntary suspension of the transaction of
                 business by Borrower, Debtor, or any Guarantor, or death,
                 dissolution, termination of existence, merger,
                 consolidation, insolvency, business failure, or assignment
                 for the benefit of creditors of or by Borrower, Debtor, or
                 any Guarantor; or commencement of any proceedings under any
                 state or federal bankruptcy or insolvency laws or laws for
                 the relief of debtors by or against Borrower, Debtor, or any
                 Guarantor; or the appointment of a receiver, trustee, court
                 appointee, sequestrator or otherwise, for all or any part of
                 the property of Borrower, Debtor, or any Guarantor; or

           (f)   Bank deems the margin of Collateral insufficient or itself
                 insecure, in good faith believing that the prospect of
                 payment of the indebtedness or performance of this Agreement
                 is impaired or shall fear deterioration, removal, or waste
                 of Collateral.

     4.2   Upon the occurrence of any Event of Default, Bank may at its
           discretion and without prior notice to Debtor declare any or all
           of the indebtedness to be immediately due and payable, and shall
           have and may exercise any one or more of the following rights and
           remedies:

           (a)   Exercise all the rights and remedies upon default, in
                 foreclosure and otherwise, available to secured parties
                 under the provisions of the Uniform Commercial Code and
                 other applicable law;

           (b)   Institute legal proceedings to foreclose upon the lien and
                 security interest granted by the Agreement, to recover
                 judgment for all amounts then due and owing as indebtedness,
                 and to collect the same out of any Collateral or the
                 proceeds of any sale of it;

           (c)   Institute legal proceedings for the sale, under the judgment
                 or decree of any court of competent jurisdiction, of any or
                 all Collateral; and/or

           (d)   Personally or by agents, attorneys, or appointment of a
                 receiver, enter upon any premises where Collateral may then
                 be Located, and take Possession of all or any of it and/or
                 render it unusable; and without being responsible for Loss
                 or damage to such Collateral, hold, operate, sell, lease or
                 dispose of all or any Collateral at one or more public or
                 private sales, leasings or other disposition, at places and
                 times and on terms and conditions as Bank may deem fit,
                 without any previous demand or advertisement; and except as
                 provided in this Agreement, all notice of sale, lease or
                 other disposition and advertisement, and other notice or
                 demand, any right or equity of redemption, and any
                 obligation of a prospective purchaser or Lessee to inquire
                 as to the power and authority of Bank to sell, lease, or
                 otherwise dispose of the Collateral or as to the application
                 by Bank of the proceeds of sale or otherwise, which would
                 otherwise be required by, or available to Debtor under,
                 applicable law are expressly waived by Debtor to the fullest
                 extent permitted.

                 At any sale pursuant to this Section 4.2, whether under the
                 power of sale, by virtue of judicial proceedings or
                 otherwise, it shall not be necessary for Bank or a public
                 officer under order of a court to have present physical or
                 constructive possession of Collateral to be sold. The
                 recitals contained in any conveyances and receipts made and
                 give by Bank or the public officer to any purchaser at any
                 sales made pursuant to this Agreement shall, to the extent
                 permitted by applicable law, conclusively establish the
                 truth and accuracy of the matters stated (including, without
                 limit, as to the amounts of the principal of and interest on
                 the prerequisites to the sale shall be presumed to have been
                 satisfied and performed. Upon any sale of any Collateral,
                 the receipt of the officer making the sale under judicial
                 proceedings or of Bank shall be sufficient discharge to the
                 purchaser for the purchase money, and the purchaser shall
                 not be obligated to see to the application of the money. Any
                 sale of any Collateral under this Agreement shall be a
                 perpetual bar against Debtor with respect to that Collateral.

     4.3   Debtor shall at the request of Bank, notify the account debtors or
           Obligors of Bank's security interest in the Collateral and direct
           payment of it to Bank. Bank may, itself, upon the occurrence of
           any Event of Default so notify and direct any account debtor or
           obligor.

     4.4   The proceeds of any sale or other disposition of Collateral
           authorized by this Agreement shall be applied by Bank first upon
           all expenses authorized by the Uniform Commercial Code and all
           reasonable attorney fees and legal expenses incurred by Bank; the
           balance of the proceeds of the sale or other disposition shall be
           applied in the payment of the indebtedness, first to interest,
           then to principal, then to remaining indebtedness and the surplus,
           if any, shall be paid over to Debtor or to such other person(s) at
           may be entitled to it under applicable law. Debtor shall remain
           liable for any deficiency, which it shall pay to Bank immediately
           upon demand.

     4.5   Nothing in this Agreement is intended, nor shall it be construed,
           to preclude Bank from pursuing any other remedy provided by law
           for the collection of the indebtedness or for the recovery of any
           other sum to which Bank may be entitled for the breach of this
           Agreement by Debtor. Nothing in this Agreement shall reduce or
           release in any way any rights or security interests of Bank
           contained in any existing agreement between Borrower, Debtor, or
           any Guarantor and Bank.

     4.6   No waiver of default or consent to any act by Debtor shall be
           effective unless in writing and signed by an authorized officer of
           Bank. No waiver of any default or forbearance on the part of Bank
           in enforcing any of its rights under this Agreement shall operate
           as a waiver of any other default or of the same default on a
           future occasion or of any rights.

     4.7   Debtor irrevocably appoints Bank or any agent of Bank (which
           appointment is coupled with an interest) the true and Lawful
           attorney of Debtor (with full power of substitution) in the name,
           place and stead of, and at the expense of Debtor:

           (a)   to demand, receive, sue for, and give receipt, or
                 acquittances for any moneys due or to become due on any
                 Collateral and to endorse any item representing any payment
                 on or proceeds of the Collateral;

           (b)   to execute and file in the name of and on behalf of Debtor
                 all financing statements or other filings deemed necessary
                 or desirable by Bank to evidence, perfect, or continue the
                 security interests granted in this Agreement; and

<PAGE>

           (c)   to do and perform any act on behalf of Debtor permitted or
                 required under this Agreement.

     4.8   Upon the occurrence of an Event of Default, Debtor also agrees,
           upon request of Bank, to assemble the Collateral and make it
           available to Bank at any place designated by Bank which is
           reasonably convenient to Bank and Debtor.

5.   Miscellaneous.

     5.1   Until Bank is advised in writing by Debtor to the contrary, all
           notices, requests and demands required under this Agreement or by
           law shall be given to, or made upon, Debtor at the first address
           indicated in Section 5.15 below.

     5.2   Debtor will give Bank not Less than 90 days prior written notice
           of all contemplated changes in Debtor's name, chief executive
           office Location, and/or location of any Collateral, but the giving
           of this notice shall not cure any Event of Default caused by this
           change.

     5.3   Bank assumes no duty of performance or other responsibility under
           any contracts contained within the Collateral.

     5.4   Bank has the right to sell, assign, transfer, negotiate or grant
           participations or any interest in, any or all of the indebtedness
           and any related obligations, including without limit this
           Agreement. In connection with the above, but without limiting its
           ability to make other disclosures to the full extent allowable,
           Bank may disclose all documents and information which Bank now or
           later has relating to Debtor, the Indebtedness or this Agreement,
           however obtained. Debtor further agrees that Bank may provide
           information relating to this Agreement or relating to Debtor to
           the Bank's parent, affiliates, subsidiaries, and service providers.

     5.5   In addition to Bank's other rights, any indebtedness owing from
           Bank to Debtor can be set off and applied by Bank on any
           indebtedness at any time(s) either before or after maturity or
           demand without notice to anyone.

     5.6   Debtor waives any right to require the Bank to: (a) proceed
           against any person or property; (b) give notice of the terms, time
           and place of any public or private sale of personal property
           security held from Borrower or any other person, or otherwise
           comply with the provisions of Section 9-504, of the Uniform
           Commercial Code; or (c) pursue any other remedy in the Bank's
           power. Debtor waives notice of acceptance of this Agreement and
           presentment, demand, protest, notice of protest, dishonor, notice
           of dishonor, notice of default, notice of intent to accelerate or
           demand payment of any Indebtedness, any and all other notices to
           which the undersigned might otherwise be entitled, and diligence
           in collecting any Indebtedness, and agree(s) that the Bank may,
           once or any number of times, modify the terms of any Indebtedness,
           compromise, extend, increase, accelerate, renew or forbear to
           enforce payment of any or all Indebtedness, or permit Borrower to
           incur additional Indebtedness, all without notice to Debtor and
           without affecting in any manner the unconditional obligation of
           Debtor under this Agreement. Debtor unconditionally and
           irrevocably waives each and every defense and setoff of any nature
           which, under principles of guaranty or otherwise, would operate to
           impair or diminish in any way the obligation of Debtor under this
           Agreement, and acknowledges that such waiver is by this reference
           incorporated into each security agreement, collateral assignment,
           pledge and/or other document from Debtor now or later securing the
           Indebtedness, and acknowledges that as of the date of this
           Agreement no such defense or setoff exists.

     5.7   Debtor waives any and all rights (whether by subrogation,
           indemnity, reimbursement, or otherwise) to recover from Borrower
           any amounts paid or the value of any Collateral given by Debtor
           pursuant to this Agreement.

     5.8   In the event that applicable law shall obligate Bank to give prior
           notice to Debtor of any action to be taken under this Agreement,
           Debtor agrees that a written notice given to Debtor at least five
           days before the date of the act shall be reasonable notice of the
           act and, specifically, reasonable notification of the time and
           place of any public sale or of the time after which any private
           sale, lease, or other dispassion it to be made, unless a shorter
           notice period is reasonable under the circumstances. A notice
           shall be deemed to be given under this Agreement when delivered to
           Debtor or when placed in an envelope addressed to Debtor and
           deposited, with Postage prepaid, in a post office or official
           depository under the exclusive care and custody of the United
           States Postal Service or delivered to an overnight courier. The
           mailing shall be by overnight courier, certified, or first class
           mail.

     5.9   Notwithstanding any prior revocation, termination, surrender, or
           discharge of this Agreement in whole or in part, the effectiveness
           of this Agreement shall automatically continue or be reinstated in
           the event that any payment received or credit given by Bank in
           respect of the Indebtedness is returned, disgorged, or rescinded
           under any applicable law, including, without limitation,
           bankruptcy or insolvency laws, in which case this Agreement, shall
           be enforceable against Debtor as if the returned, disgorged, or
           rescinded payment or credit had not been received or given by
           Bank, and whether or not Bank relied upon this payment or credit
           or changed its position as a consequence of it. In the event of
           continuation or reinstatement of this Agreement, Debtor agrees
           upon demand by Bank to execute and deliver to Bank those documents
           which Bank determines are appropriate to further evidence (in the
           public records or otherwise) this continuation or reinstatement,
           although the failure of Debtor to do so shall not affect in any
           way the reinstatement or continuation.

     5.10  This Agreement and all the rights and remedies of Bank under this
           Agreement shall inure to the benefit of Bank's successors and
           assigns and to any other holder who derives from Bank title to or
           an interest in the Indebtedness or any portion of it, and shall
           bind Debtor and the heirs, legal representatives, successors, and
           assigns of Debtor. Nothing in this Section 5.10 is deemed a
           consent by Bank to any assignment by Debtor.

     5.11  If there is are than one Debtor, all undertakings, warranties and
           covenants made by Debtor and all rights, powers and authorities
           given to or conferred upon Bank are made or given jointly and
           severally.

     5.12  Except as otherwise provided in this Agreement, all terms in this
           Agreement have the meanings assigned to them in Division 9 (or,
           absent definition in Division 9, in any other Division) of the
           Uniform commercial Code, as of the date of this Agreement.
           "Uniform Commercial Code" means the California Uniform Commercial
           Code, as amended.

     5.13  No single or partial exercise, or delay in the exercise, of any
           right or power under this Agreement, shall preclude other or
           further exercise of the rights and powers under this Agreement.
           The unenforceability of any provision of this Agreement shall not
           affect the enforceability of the reminder of this Agreement. This
           Agreement constitutes the entire agreement of Debtor and Bank with
           respect to the subject matter of this Agreement. No amendment or
           modification of this Agreement shall be effective unless the same
           shall be in writing and signed by Debtor and an authorized officer
           of Bank. This Agreement shall be governed by and construed in
           accordance with the internal laws of the State of CALIFORNIA,
           without regard to conflict of Lets principles.

     5.14  To the extent that any of the Indebtedness is payable upon demand,
           nothing contained in this Agreement shall modify the terms and
           conditions of that Indebtedness nor shall anything contained in
           this Agreement prevent Bank from making demand, without notice and
           with or without reason, for immediate payment of any or all of
           that Indebtedness at any time(s), whether or not an Event of
           Default has occurred.

     5.15  Debtor's chief executive office is Located and shall be maintained
           at 2345 Harris Way
              ---------------
              STREET ADDRESS

           San Jose              Ca               95131
           --------------------------------------------------------------------.
           CITY                 STATE             ZIP CODE          COUNTY

           If Collateral is located at other than the chief executive office,
           such Collateral is located all shall be maintained at

           --------------------------------------------------------------------.
           STREET ADDRESS

           --------------------------------------------------------------------.
           CITY                 STATE             ZIP CODE         COUNTY


<PAGE>



           Collateral shall be maintained only at the Locations identified in
           this Section 5.15.

     5.16  A carbon, photographic or other reproduction of this Agreement
           shall be sufficient as a financing statement under the Uniform
           Commercial Code and may be filed by Bank in any filing office.

     5.17  This Agreement shall be terminated only by the filing of a
           termination statement in accordance with the applicable provisions
           of the Uniform Commercial Code, but the obligations contained in
           Section 2.14 of this Agreement shall survive termination.

6.   DEBTOR AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A
     CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER
     CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF
     THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT
     WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING
     THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS
     AGREEMENT OR THE INDEBTEDNESS.

7.   Special Provisions Applicable to this Agreement. (*None, if Left blank)






                                        DEBTOR: Televideo Inc.
                                                --------------------------------
                                                DEBTOR NAME TYPED/PRINTED

                                        By: /s/ K. PHILIP HWANG
                                            ------------------------------------
                                            SIGNATURE OF

                                        Its:         CEO &. CHAIRMAN
                                             -----------------------------------
                                             TITLE (If applicable)


                                        By:
                                            ------------------------------------
                                             SIGNATURE OF

                                        Its:
                                             -----------------------------------
                                             TITLE (If applicable)


                                        By:
                                            ------------------------------------
                                             SIGNATURE OF

                                        Its:
                                             -----------------------------------
                                             TITLE (If applicable)

                                        By:
                                            ------------------------------------
                                             SIGNATURE OF

                                        Its:
                                             -----------------------------------
                                             TITLE (If applicable)

Borrower(s):
TELEVIDEO, INC.


PEDESTAL - Dynamic Security Agreement
Revision Date (5/97) GHZ