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EXHIBIT 10.9

                            [BANK LEUMI LETTERHEAD]

                               SECURITY AGREEMENT

     In  consideration  of financial accommodations heretofore extended or to be
extended  or  continued  to  the undersigned by BANK LEUMI USA (the "Bank"), the
undersigned  hereby  agrees  as  follows:

     1.  As  security for the full and prompt payment of any and all Liabilities
(as  hereinafter  defined),  the undersigned hereby assigns and transfers to the
Bank  and  grants  the  Bank a security interest in all Security (as hereinafter
defined).  Said  grant  is  made  for  the benefit of the Bank and/or any others
having  a  participation  or  other  interest in any of the Liabilities, in such
proportions  as the Bank shall in its sole discretion determine. It is the true,
clear,  and  express  intention  of the undersigned that the continuing grant of
this  security interest, and the Security covered hereby, remain as security for
payment and performance of any of the Liabilities, whether now existing or which
may  hereinafter be incurred by future advances otherwise and whether or not any
of  such  Liabilities  is  related  to  a  transaction  out  of  which any other
Liabilities  arose,  by  class,  or  kind, or whether or not contemplated by the
parties  at  the  time  of the granting of this security interest. Notice of the
continuing grant of this security interest shall not be required to be stated on
the  face  of  any  document representing any of such Liabilities, nor otherwise
identified  as being secured hereby; and if any of such Liabilities shall remain
or  become  that  of  less  than  all  of  the  undersigned  herein,  any of the
undersigned  not liable therefor hereby expressly hypothecates his, her, its, or
their  ownership  interest in the Security to the extent required to satisfy any
of said Liabilities, without restriction, or limitation. Any of such Liabilities
shall  be  deemed  to have been made pursuant to Section 9-204(3) of the Uniform
Commercial  Code  of  the  State  of  New  York.

     2.  The term "Liabilities" as used herein shall include all liabilities and
obligations of any kind of the undersigned (or any partnership or other group of
which  the  undersigned is a member) to (i) the Bank (ii) any group of which the
Bank  is  a  member or (iii) any other person if the Bank has a participation or
other  interest  in  such liabilities or obligations, whether (a) for the Bank's
own  account  or as agent for others, (b) acquired directly or indirectly by the
Bank  from  the  undersigned  or  others,  (c)  absolute or contingent, joint or
several,  secured  or  unsecured,  liquidated  or  unliquidated, due or not due,
contractual or tortious, now existing or hereinafter arising, or (d) incurred by
the  undersigned  as  principal,  surety,  endorser, guarantor or otherwise, and
including  without  limitation all expenses, including attorneys' fees, incurred
by  the  Bank  in  connection  with  any  such liabilities or obligations or any
Security  therefor.

     3.  The  term  "Security"  as used herein shall include all of the property
described  in  Schedule  A  hereto.

     4.     The  right is granted to the Bank, in its discretion, to file one or
more  financing  statements, amendments thereto and continuations thereof (with,
or,  to  the  extent permitted by law, without the signature of the undersigned)
under  the Uniform Commercial Code naming the undersigned as debtor and the Bank
as  secured  party  and  indicating therein the types or describing the items of
Security  herein  specified.  The undersigned will execute, file and record any,
notices,  affidavits  or  other documents and take all such other actions as the
Bank  may  deem  appropriate  to protect or perfect its security interest in the
Security  or  to  otherwise  accomplish  the  purposes  of  this  agreement. The
undersigned hereby agrees to pay on demand, and/or authorizes the Bank to charge
its  account  with the cost of, any and all filing, recording and other fees and
expenses  which  the  Bank  deems appropriate in order to protect or perfect its
security  interest  in  the  Security or to otherwise accomplish the purposes of
this  agreement, including without limitation the cost of all searches of public
records  as  the Bank in its sole discretion shall require. The undersigned will
promptly  notify  the  Bank  of  the  imposition  at  any  time  of  any lien or
encumbrance  upon  any  of  the  Security.  Notwithstanding  the  foregoing, the
undersigned  represents,  warrants  and  covenants  that all of the Security now
existing  or  hereafter  arising  or  acquired  is  and  will  be  owned  by the
undersigned  free and clear of all security interests, liens and encumbrances of
any  kind,  except  for  the  security  interest herein granted to the Bank. The
undersigned  shall  promptly  pay when due all taxes and transportation, storage
and  warehousing  charges  affecting  or  arising  out  of  the  Security.  The
undersigned  will  defend  the  Security  against  all claims and demands of all
persons  at  any  time  claiming the same or any interest therein adverse to the
Bank.
          Notwithstanding  the  foregoing,  the Bank shall have no obligation to
comply  with  any  recording,  re-recording,  filing,  re-filing, or other legal
requirements  necessary  to  establish  or  maintain  the  validity, priority or
enforceability  of,  or  the  Bank's  right  in  or to, the Security or any part
thereof.

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     5.     The  right  is  granted to the Bank, in its discretion, at any time,
(a)  to transfer to or register in the name of itself or any of its nominees any
of the Security, and whether or not so transferred or registered, to receive the
income and dividends thereon, including stock dividends and rights to subscribe,
and  to  hold  the  same  as  a  part  of  the Security and/or apply the same as
hereinafter  provided;  (b)  to  exchange any of the Security for other property
upon  any  reorganization,  recapitalization,  or  other  readjustment  and  in
connection  therewith  to  deposit  any  of  the  Security with any committee or
depositary  upon  such terms as the Bank may determine; (c) in any bankruptcy or
similar  proceeding to file a proof of claim for the full amount of the Security
and  to  vote  such  claim for or against any arrangement or with respect to any
other matter; (d) in its own name or in the name of the undersigned or any other
appropriate person, to demand, sue for, collect or receive any money or property
at  any time payable or receivable on account of or in exchange for, or make any
compromise  or  settlement  it  may  deem  desirable with respect to, any of the
Security;  (e)  to  extend  the  time  of  payment,  arrange  for  payment  in
installments, or otherwise modify the terms of, or release, any of the Security;
(f)  to  contest,  pay  and/or  discharge  all  liens,  encumbrances,  taxes  or
assessments  on,  or claims, actions or demands against, any of the Security and
to  take  all  actions  and  proceedings  in  its own name or in the name of the
undersigned  or  any other appropriate person in order to remove or contest such
liens,  encumbrances,  taxes,  assessments,  claims,  actions  or demands; or to
refrain  from  doing any of the foregoing, all without affecting the Liabilities
and  the  Security  and  without  notice  or liability to, or the consent of the
undersigned  except  to  account for property actually received by the Bank. The
undersigned  hereby  irrevocably  appoints  the  Bank its attorney-in-fact, with
authority  to receive, open and dispose of all mail addressed to the undersigned
and  to notify the Post Office authorities to change the address for delivery of
mail  addressed to the undersigned to such address as the Bank may designate: to
endorse  the  name  of the undersigned on any instruments that may come into the
Bank's possession; to sign the name of the undersigned on any notices to account
debtors  of  the  undersigned and requests for verification of accounts; to sign
the name of the undersigned on any assignment or other instruments of conveyance
or  transfer  of  any of the Security; and to take all such other actions as the
Bank  may  deem  appropriate  to  carry  out  and  enforce this agreement and to
exercise  the  Bank's  rights  hereunder.  The  Bank  shall  not be obligated to
exercise  any authority or right granted to it hereunder and shall not be liable
for  any  action taken or omitted or the manner of taking any action, except for
its  willful  misconduct,  and  in  no  event  for  consequential  damages.

     6.     The undersigned will pay to the Bank all costs and expenses incurred
and  sums  paid  by  the  Bank  (including  without  limitation attorneys' fees,
insurance  premiums and sales commissions) in connection with the custody, care,
collection,  repair,  storage  or  preparation  for,  or any actual or attempted
disposition  of any of the Security, the collection of any proceeds of insurance
with  respect  to  the  Security or otherwise in connection with this agreement.

     7.     At  any  time  and  from  time to time, upon demand by the Bank, the
undersigned  will  (a)  deliver  to  the  Bank,  endorsed and, or accompanied by
instruments  of  assignment and transfer, in such form and containing such terms
as the Bank may request, any and all instruments, documents and/or chattel paper
constituting  part  of  the Security, as the Bank may specify in its demand, (b)
mark  all  Security and all books and records relating thereto in such manner as
the  Bank may require, and (c) permit representatives of the Bank at any time to
inspect  the  Security  and  to  inspect  and  make  abstracts  from  any of the
undersigned's books and records and to answer promptly all of the Bank's written
or  oral  inquiries  with  respect  thereto.  If  the undersigned, as registered
holder  of  any  of the Security, shall receive any stock certificate, option or
right,  whether  as  an  addition  to,  or  in substitution or exchange for, any
Security,  or otherwise, the undersigned agrees to accept the same as the Bank's
agent  and  to hold the same in trust for the Bank, and to forthwith deliver the
same  to the Bank in the exact form received, with the undersigned's endorsement
thereof  if  requested  by  the  Bank,  to  be  held  by the Bank as part of the
Security.  The  undersigned  assigns to the Bank all of the undersigned's rights
(but  none  of  its  obligations)  in,  to and under all collateral, guarantees,
subordinations  and  other  rights and benefits now or hereafter received by the
undersigned with respect to the Security and agrees to deliver to the Bank, upon
demand,  all  agreements, instruments and or documents evidencing same, endorsed
and/or  accompanied  by instruments of assignment and transfer, in such form and
containing  such  terms  as  the  Bank  may  request.

     8.  Upon  demand  from the Bank at any time that any of the Liabilities are
outstanding,  the  undersigned will assign and transfer to the Bank and grant to
the  Bank  a  security  interest in additional Security of a value and character
satisfactory  to  the Bank or make such payment on account of the Liabilities as
the  Bank  may  require.

     9.  The  undersigned  represents  and  warrants  that  (i) it is a Delaware
corporation with its chief executive office located at 40 Wall Street, New York,
New York, (ii) it, if other than an individual(s) has not in the past five years
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changed  its  name  or  been  known  by  any other name, been party to a merger,
consolidation  or  other  change  in  structure, changed or had its registration
number  in its state of organization changed; (iii) the location of all Security
owned  by  the  undersigned  is  as  referenced  in  this  Agreement;  (iv)  the
undersigned  is the legal and beneficial owner of the Security and has the right
to  pledge,  sell,  assign  or  transfer  the  same;  (v)  it,  if other than an
individual(s),  will  promptly notify the Bank of any change of its registration
number  if it is organized and registered in a State having registration numbers
and;  (vi)  the undersigned shall, if not an individual(s), provide to the Bank,
on  a  going-forward basis, all of the information related to its organizational
status  is required by the Bank in order to comply with Revised Article 9 of the
Uniform  Commercial  Code,  as it may be adopted or amended, in States necessary
for  the  Bank  to  maintain  a  perfected  security  interest  in the Security.

     10.     The  undersigned  covenants that, so long as any of the Liabilities
shall  remain  outstanding,  the undersigned shall not, without providing thirty
(30)  days prior written notice to the Bank and without first assisting the Bank
in  filing  such  amendments to any previously filed financing statements as the
Bank may require, change its name, change its State of organization, be party to
a  merger,  consolidation or other change in structure.  The undersigned further
covenants  (i)  that  if any Security is subject to perfection by control with a
financial  intermediary,  financial  institution  or  otherwise, the undersigned
agrees  to  take  all  necessary  steps  as  the Bank may request to achieve and
maintain  control  of  such  Security  in  the  Bank's  favor;  and  (ii)  the
undersigned, shall, upon receipt of notice of termination of a control agreement
entered  into  between  the undersigned, the Bank and a financial institution or
financial  intermediary,  or  notice  of  the closing of an account which is the
subject  of  such  control agreement, cause the possessory Security which is the
subject  of  the control agreement to be  moved to another financial institution
or  financial  intermediary  subject to a control agreement, satisfactory in all
respects  to the Bank, executed by the parties thereto and delivered to the Bank
no later than ten (10) days before the scheduled termination date of the control
agreement.

     11.  Upon  the  occurrence of an Event of Default (as hereinafter defined),
(a)  any  or  all  of  the  Liabilities  shall,  at  the  option of the Bank and
notwithstanding  any  time  or  credit  allowed  by  any instrument evidencing a
Liability, be immediately due and payable without notice, demand or presentment;
(b)  the  Bank  may, in its discretion, take possession of the Security and, for
that  purpose, may enter, with the assistance of any persons, any premises where
the  Security  or  any part thereof may be located, and retain possession of the
Security  at  such  premises  or  remove the same therefrom; (c) the undersigned
shall,  at  the request of the Bank, assemble the Security at such places as the
Bank  may  designate  and  cooperate  in all other respects with the Bank in the
exercise  of  its rights hereunder, (d) the Bank may vote any shares of stock or
other  securities  and  exercise all or any powers with respect thereto with the
same force and effect as an absolute owner thereof; (e) the Bank may sell any of
the  Security or cause the same to be sold in the Borough of Manhattan, New York
City,  or  elsewhere, in one or more sales or parcels, at such price and on such
terms  as  the  Bank may deem advisable, for cash or on credit, for immediate or
future delivery, without assumption of any credit risk, at any public or private
sales  or  other  dispositions,  without  demand of performance (which demand is
hereby  expressly  waived), on at least 5 days notice to the undersigned (if any
notice  is required by law) of any public sale or the time after which a private
sale or other disposition may be made (which notice the undersigned acknowledges
is  reasonable),  and  in  connection therewith may grant options and may impose
reasonable conditions thereon, and the purchasers of any of the Security so sold
shall  thereafter  hold the same absolutely, free from any claim or right of any
kind,  including  any  equity  of redemption of the undersigned (any such equity
being hereby expressly waived and released), and the Bank or any of its nominees
or  agents may buy at any public sale and if the Security is of a type sold in a
recognized  market,  or  is of a type which is the subject of widely distributed
standard  price  quotations,  buy  at  private  sale; and (f) in addition to and
notwithstanding  any  other  rights granted by law or herein (or any limitations
contained  herein  on  any  such  rights),  the  Bank  shall have the rights and
remedies  with  respect  to  the  Security  of a secured party under the Uniform
Commercial Code of the State of New York. The undersigned agrees that any action
taken  by  the  Bank  in  accordance  with  this paragraph shall be deemed to be
commercially  reasonable.

     12.     As  used in this agreement, the term "Event of Default" shall mean:
(a)  nonpayment  when due of any of the Liabilities or failure on the part of an
Obligor  (as  hereinafter  defined)  to  observe  or  perform  any  agreement or
obligation to be observed or performed hereunder or under any other agreement or
instrument  relating  to the Liabilities or to any other liability or obligation
of  an Obligor to the Bank; (h) making by an Obligor of any misrepresentation to
the  Bank  or  failure  on  the  part  of an Obligor to disclose to the Bank any
material  fact  in  connection  with obtaining credit or an extension of credit,
either  contemporaneously  herewith  or  at  any time prior or subsequent to the
execution  hereof:  (c)  failure  of an Obligor to furnish financial information
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forthwith  on  demand  by  the  Bank or to permit the inspection of any books or
records:  (d)  failure  of  an  Obligor  to pay, withhold, collect or remit when
assessed  or due any tax, assessment or other sum payable with respect to any of
the  Security  (including without limitation any premium on any insurance policy
assigned  to  the  Bank  as  part  of  the  Security),  or the making of any tax
assessment  against  any  Obligor  by  the  United  States or any state or local
government;  (e)  commencement  of  any  proceeding,  procedure,  or  remedy
supplementary to or in enforcement of any judgment (including without limitation
a  proceeding  under  Article  52 of the New York Civil Practice Law and Rules),
issuance  of any writ or order of attachment or garnishment, or the existence of
any  other lien against or with respect to any property of an Obligor; (f) death
of  an  Obligor, if an individual, or any member of an Obligor, if a partnership
or joint venture; (g) dissolution, liquidation or other termination of existence
or  adoption  of  any  resolution  for  the  dissolution,  liquidation  or other
termination of existence, of an Obligor; (h) suspension of the usual business of
an  Obligor or the condemnation or seizure of a substantial part of an Obligor's
property  by  any  governmental  authority or court at the instance thereof; (i)
failure  of  an  Obligor  to  generally  pay  its  debts  as  they become due or
insolvency  or  business  failure of an Obligor, filing of an application for or
appointment of a trustee, custodian or receiver for an Obligor or of any part of
an  Obligors  property,  assignment  for the benefit of creditors by an Obligor,
filing  of a petition in bankruptcy by or against an Obligor, or commencement by
or  against  an Obligor of any proceeding under any bankruptcy or insolvency law
or  any  other  law  relating  to  the  relief  of  debtors,  readjustment  of
indebtedness, reorganization, receivership, composition or extension; (j) making
or  sending  notice  of any intended bulk transfer by an Obligor; (k) failure on
the  part  of the undersigned or any of the Security to comply with Regulation U
of  the  Federal  Reserve  Board  or any comparable provision of law hereinafter
enacted;  (l) such a change in the condition or affairs (financial or otherwise)
of  an  Obligor  as in the opinion of the Bank impairs the Security or increases
the  Bank's risk with respect to the Liabilities; or (m) default (which shall be
continuing)  with  respect  to  any  indebtedness  of  an  Obligor  to any other
individual  or  entity if such default would enable said individual or entity to
accelerate  the  maturity  of  such  indebtedness.

     For  the  purposes  of this agreement, the term "Obligor" shall include the
undersigned  and any maker, drawer, acceptor, endorser, guarantor, hypothecator,
surety, accommodation party, or other party liable for any of the Liabilities in
addition  to  the  undersigned.

     13.  Notwithstanding  the continued possession of the Security by the Bank,
whether  on  its own behalf or on behalf of others, the undersigned shall remain
liable  for  the payment in full of the Liabilities. The undersigned assumes all
liability  and  responsibility  for  the  Security,  and  the  obligation of the
undersigned  to pay the Liabilities shall in no way be affected or diminished by
reason  of  the  fact  that  any of the Security may be lost, destroyed, stolen,
damaged  or  for  any  other reason whatsoever unavailable to the undersigned or
that  the value of the Security shall be diminished. In the event of any partial
or  complete  loss  or  destruction  of  any  of  the Security by any means, the
undersigned shall, at its own expense, cause such repairs to be made as the Bank
may  deem  appropriate for its protection or, at the option of the Bank, replace
the  Security with new Security having a value equal to the value of the lost or
destroyed Security prior to such loss or destruction. The undersigned agrees, at
its  own  expense, to keep all insurable Security insured against loss or damage
by fire, theft or any other risk to which the Security may be subject (including
without limitation such hazards as the Bank may specify), for the full insurable
value  thereof,  under  policies and with insurers acceptable to the Bank, which
policies shall provide for all losses to be payable to the Bank and for at least
30 days prior notice to the Bank of any intended cancellation or modification of
the  policy.  The  undersigned  will  deliver to the Bank on request policies or
certificates  of such insurance with evidence of payment of the premium thereon.
If  the  undersigned  fails to maintain said insurance, then, in addition to any
other  right  or  remedy  that  the  Bank  may  have  and  without  waiving  the
consequences of such default, the Bank may but need not obtain and maintain said
insurance,  at the expense of the undersigned, which expense shall be deemed one
of  the  Liabilities  and  shall  be  payable to the Bank on demand. The Bank is
irrevocably  authorized  to file claims and shall have the sole right to adjust,
settle  and collect claims under said insurance by such means, at such times, on
such  terms  and in the name of the Bank or the undersigned, as the Bank may see
fit  and  in  the  name and on behalf of the undersigned to execute releases and
endorse  checks  or  drafts payable in respect of any such insurance claims. All
sums  received  by  the  Bank from any such insurance may be held as part of the
Security  and/or  applied  as  hereinafter  provided.

     14.     The  Bank, at anytime, at its option, may apply all of any net cash
receipts  from  the  Security  (whether  received  on  a sale of the Security in
accordance  with paragraph 11 hereof, on collection in accordance with paragraph
5  hereof,  as  proceeds of insurance in accordance with paragraph 13 hereof, or
otherwise)  to the payment, in whole or in part, of principal of and/or interest
on  any  or all of the Liabilities, whether or not then due, allocating the same
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<PAGE>

as  it shall elect, making rebate of interest or discount to the extent required
by  law and so as not to make the rate of interest charged unlawful with respect
to  the undersigned. If any Liabilities shall be contingent, the Bank may retain
a  sufficient  amount  of  the  net cash receipts from the Security to cover the
largest  aggregate sum which may become due or owing thereunder with prospective
interest,  costs, expenses and attorneys' fees and shall not be charged with any
interest  with  respect  thereto.

     15.  Until  the  occurrence  of an Event of Default or notice from the Bank
terminating  or  limiting the right of the undersigned to do so, or, in the case
of  the  collection, compromise, or adjustment of accounts receivable, until the
Bank  takes any action pursuant to paragraph (5) (e) hereof, the undersigned may
sell  or  lease  in  the  ordinary  course  of  its  regular  business inventory
constituting  a  part  of  the  Security  and may collect, compromise and adjust
accounts  receivable  constituting  a part of the Security, all on such terms as
the  undersigned  may in good faith deem advisable in the ordinary course of its
regular  business,  and may retain all sums so collected. Except as permitted by
this  paragraph  15,  the  undersigned  may not sell, lease, assign or otherwise
dispose of any of the Security without the prior written consent of the Bank. In
addition,  the  undersigned  may  not  sell,  assign or otherwise dispose of any
shares  of  stock  or  other  securities  now owned or hereafter acquired by the
undersigned which are issued by the same issuer and are of the same class as any
shares  of  stock  or  other securities constituting a part of the Security. The
undersigned  shall  keep  all  of  the  Non-Possessory Security (as described in
Schedule A hereto) at the undersigned's premises listed in Schedule A hereto and
shall not remove any of the Non-Possessory Security therefrom without the Bank's
prior  written  consent.

     16.  In  any litigation or legal proceeding arising out of, or relating to,
this  agreement or any of the Liabilities or Security, in which the Bank and the
undersigned  shall  be  adverse  parties,  the  undersigned  waives the right to
interpose  any defense, set-off or counterclaim of any kind not directly arising
herefrom  or therefrom, as the case may be, and also waives the right to a trial
by  jury.  In  the event that the Bank brings any action or suit in any court of
record  of New York State or the Federal Government to enforce any or all of the
Liabilities  or  any  of  the Bank's rights hereunder, service of process may be
made upon the undersigned by mailing a copy of the summons to the undersigned at
its  chief  executive office set forth in Schedule A hereto, and the undersigned
hereby  irrevocably submits to the jurisdiction of any New York State or Federal
Court  located  in New York City over any action, suit or proceeding arising out
of  any  dispute  between  the  undersigned  and  the  Bank.

     17.  If  in  its sole discretion the Bank deems it desirable, it may remove
any  Security held by it from the place where it may now or hereafter be located
to  any  other  place  and  deal  with  it  there  as  herein  provided.

     18. Upon the occurrence of an Event of Default, and at any time thereafter,
the Bank shall have and may exercise, without further notice, a right of set-off
and/or  banker's  lien  against  and  in  respect of any of the Security then or
thereafter held by the Bank. Any right of set-off exercised by the Bank shall be
deemed  to  have  been  exercised  immediately  on the occurrence of an Event of
Default,  even  though  such set-off is made or entered on the books of the Bank
subsequent  thereto.

     19.  If  the  time  for  payment  of principal of or interest on any of the
Liabilities  or  any other money payable hereunder or with respect to any of the
Liabilities  is  extended  because said sum becomes due on a Saturday, Sunday or
public  holiday,  interest  shall  be  payable  for  such  extended  time.

     20.  The  Bank  shall  not  be deemed to have modified or waived any of its
rights  hereunder  or any terms or conditions hereof unless such modification or
waiver  is  in  writing  and signed by a duly authorized officer of the Bank. No
such  modification  or  waiver,  unless  so  expressly  stated  herein, shall be
effective  as  to  any  transaction  which occurs subsequent to the date of such
modification  or  waiver  nor  shall  it constitute a continuing modification or
waiver.  No  delay  on  the  part  of  the Bank in exercising any power or right
hereunder  shall  operate  as  a waiver thereof; nor shall any single or partial
exercise  of any power or right hereunder preclude any other or further exercise
thereof  or the exercise of any other power or right. All rights and remedies of
the  Bank  with respect to the Liabilities or Security, whether evidenced hereby
or  by  any  other instrument or paper, shall be cumulative and may be exercised
singularly  or  concurrently.

     21.     The  Bank  may assign and/or transfer to any assignee or transferee
of  any  of  the  Liabilities  any  or all of the Security and the Bank's rights
hereunder  with  respect  thereto,  and  thereafter  the  Bank  shall  be  fully
discharged  from  all  responsibility  with  respect to the Security so assigned
                                        5
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and/or  transferred.  Such  assignee  or transferee shall be vested with all the
powers  and  rights of the Bank hereunder with respect to such Security, but the
Bank  shall retain all rights and powers hereby given with respect to any of the
Security not so assigned or transferred. The undersigned will not assert against
any  assignee  or transferee of any of the liabilities any claims or defenses it
may  have  against  the  Bank.

     22.  The  undersigned  hereby  waives  presentment,  notice of dishonor and
protest  with  respect  to  all  instruments  included  in  or  evidencing  the
Liabilities  or  the Security and, except as specified herein, any and all other
notices  and  demands  whatsoever,  whether or not relating to such instruments.

     23.  The  undersigned  will  indemnify  and save the Bank harmless from and
against  all loss or damage to it and any claims and actions, whether groundless
or  otherwise, arising in connection with this agreement, the Liabilities or the
Security, and all costs and expenses (including attorneys' fees) incurred by the
Bank  in  respect  thereof.

     24.     If  any term, condition or provision of this agreement or any other
agreement  or document executed in connection herewith or in connection with any
of  the  Liabilities  or  Security is determined to be invalid or unenforceable,
such  determination shall not affect the validity or enforceability of any other
term,  condition  or  provision.

     25. Any demand upon or notice to the undersigned that the Bank may elect to
give  shall  be  effective  if  deposited in the mails addressed to or otherwise
delivered to the undersigned at its chief executive office or if the undersigned
has  notified  the Bank in writing by registered mail of a change of address, at
the  last  address  of  which  the  Bank has received notice, Demands or notices
addressed  or  otherwise  delivered to the address at which the Bank customarily
communicates  with  the  undersigned  shall  also  be  effective.

     26.     If  any  of the Security is or is to be attached to or installed or
located on real estate, the undersigned will upon demand furnish the Bank with a
disclaimer  signed  by all persons having an interest in said real estate of any
interest  prior  to  the  Bank's  interest  in  the  Security.

     27.     From  and  after maturity (whether by acceleration or otherwise) of
any  of the Liabilities, any unpaid balance remaining shall bear interest at the
higher  of 12% per annum or 3% in excess of the rate specified in the instrument
evidencing  the  Liability.  Anything  in this agreement or any other agreement,
instrument  or  document  to  the  contrary  notwithstanding,  in no event shall
interest on any Liability exceed the maximum rate permitted under any applicable
law  or  regulation,  and  if  any  provision  of  this  agreement  or any other
agreement,  instrument  or  document  is  in  contravention  of  any such law or
regulation,  such  provision  shall be deemed amended to provide for interest at
said  maximum  rate.

     28.  The  undersigned,  if  more  than  one, shall be jointly and severally
liable hereunder and all provisions hereof regarding the Liabilities or Security
shall  apply  to  any  Liability  or  any  Security  of any or all of them. This
agreement shall be binding upon the heirs, executors, administrators, successors
and  assigns  of  the undersigned and shall inure to the benefit of the Bank and
its  successors  and  assigns.  For  purposes of this agreement, the term "Bank"
shall  include  the  Bank  and  any  and  all  subsidiaries  of the Bank. If all
Liabilities  shall at any time be paid in full, this agreement shall nonetheless
remain  in  full  force  and  effect  with respect to any Liabilities thereafter
incurred.  If  the undersigned is a corporation, this agreement shall be binding
upon  any  other corporation into or with which the undersigned shall be merged,
consolidated,  reorganized or absorbed, or which shall acquire the undersigned's
business  or  substantially  all  of  its  assets.  If  the  undersigned  is  a
partnership,  the  members  thereof  shall also be individually bound and liable
hereunder  and this agreement shall continue in force notwithstanding any change
in or termination of such partnership, whether such change occurs through death,
retirement  or  otherwise.  Except  as otherwise provided herein, all terms used
herein which are defined in the Uniform Commercial Code of the State of New York
shall  have the meanings therein stated. If this agreement shall differ in terms
with  any  other agreement or obligation or the terms of any of the Liabilities,
that  which  gives  the  Bank  the  greater  right  shall  prevail.

                                        6
<PAGE>

     29.     If  any  of  the  Security  is  applied  on  account  of any of the
Liabilities,  the  undersigned  shall  not  have any right of subrogation to the
Bank's  right  in  any  other  Security  held  by  the  Bank with respect to the
Liabilities  or  any  right  of  contribution  from  the Bank by reason thereof.

     30.     The  Bank  is  authorized  to  correct  patent  errors herein. This
agreement  shall  take effect immediately upon execution by the undersigned, and
the  execution  hereof  by  the Bank shall not be required as a condition to the
effectiveness  of  this  agreement.

     31.  Notwithstanding  anything  to  the contrary contained herein, the term
"Security" as used herein shall be deemed to include any and all book-entry U.S.
Treasury  bills  and  other  book-entry  securities  purchased  on behalf of the
undersigned  and  maintained in an account at the Bank, which may have a related
account  at  a  bank  which  is  a  member  of  the  Federal Reserve System. The
undersigned authorizes the Bank to serve as its bailee and agent with respect to
the aforementioned book-entry Treasury bills and other book-entry securities and
to  take  such action and to execute and deliver such documents on behalf of the
undersigned  as  the  Bank  deems necessary or desirable in order to perfect the
Bank's  security  interest  therein.  The undersigned hereby gives notice to the
Bank,  in  the  Bank's  capacity  as  bailee  and  agent, of the Bank's security
interest  in  the  aforementioned book-entry Treasury bills and other book-entry
securities.

     32. This agreement shall be interpreted, and all the rights and obligations
arising  hereunder  or from any document relating hereto shall be determined, in
accordance  with  the  laws  of  the  State  of  New  York.

                                   SCHEDULE A

The  term "Security" shall, include the property of the undersigned in which the
Bank  has been, or shall hereafter be, granted a lien or security interest under
this  Security  Agreement.  Such property shall include, without limitation, all
of the undersigned's now owned or existing and hereafter arising or acquired (i)
equipment  and  goods  located  at  the  Hyatt  Regency  Hotel,  San  Francisco,
California,  used  or  intended  for  use  by  the undersigned in performing its
obligations  pursuant  to  the  "Hyatt  Agreement", (ii) all accounts (including
accounts receivable), contract rights and general intangibles of the undersigned
arising out of the Hyatt Agreement, or its performance by the undersigned, (iii)
all  instruments,  documents and chattel paper of the undersigned arising out of
the  Hyatt  Agreement,  or  its  performance,  and  (iv)  proceeds of all of the
foregoing.  "Hyatt  Agreement"  means  the  Installation and Outsource Operation
Agreement,  executed  by  the  undersigned  on  February  13,  2002, between the
undersigned  and  Hyatt  Corporation.


     The  undersigned  represents and warrants to the Bank that (a) the location
of  the undersigned's chief executive office is as set forth below, and (b) each
premises  where  any  non-possessory  Security  is located or owned as set forth
below.

     Chief  Executive  Office  -     Other  premises where Security is located -
     40  Wall  Street                Hyatt  Regency,  San  Francisco
     New  York,  New  York  10005    5  Embarcadero  Center
                                     San  Francisco,  California

New  York,  New  York

July  __  ,  2002
                              HOTEL  OUTSOURCE  SERVICES,  INC.

                                    /s/ Jack  Ronnel
                              By:_____________________________
                                        Jack  Ronnel,  President


                                        7

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