SECURITY AGREEMENT


     THIS SECURITY AGREEMENT is made and entered into September ___, 1996,
by and between UTCO Associates, Ltd., a Utah limited partnership,
(hereafter "Secured Party") and Jungle Street, Inc., a Utah corporation
("JSI"), and its wholly-owned subsidiary, Televar Northwest, Inc., a
Washington corporation, (the "Subsidiary") (JSI and the Subsidiary are
sometimes hereafter collectively referred to as "Debtor").

     1. Debtor hereby grants to Secured Party a security interest in all of
Debtor's assets, whether now owned or hereafter acquired, and wherever
located, specifically including but not limited to Debtor's interest in the
types of property described below (the "Collateral") to secure payment to
Secured Party of all promissory notes and other obligations of Debtor
executed and delivered concurrently herewith (the "Obligations"), including
those referred to in that certain Promissory Note (the "Note") dated
September 25, 1996 in the original principal amount of $500,000.00 between
and among JSI and Secured Party:

          a.   All furniture, leasehold improvements, motor vehicles,
               appliances, fixtures, furnishings, tools, machinery and
               equipment and other goods of Debtor, now owned or hereafter
               acquired, and all additions and accessions thereto and
               replacements therefor;

          b.   All inventory, supplies and materials of Debtor now owned or
               hereafter acquired, together with all additions and
               accessions thereto and replacements therefor;

          c.   All accounts, accounts receivable, negotiable documents,
               notes, drafts, acceptances, claims, lease rights (to the
               extent they are assignable without consent of the lessor),
               securities, instruments, choses in action, whether in
               contract or in tort, proceeds of lawsuits, and general
               intangibles of Debtor (including, but not limited to
               goodwill, permits, licenses, trademarks, trade names and
               trade secrets), and all other rights of Debtor to the
               payment of money, now existing or hereafter arising;



                                    -1-

<PAGE>
          d.   All deposit accounts of Debtor maintained with any bank or
               other financial institution;

          e.   All records, papers and books of account or other documents
               or papers relating to, affecting or describing any of the
               foregoing Collateral, in whatever form, including without
               limitation all computerized records, diskettes, programs,
               etc. relating thereto;

          f.   All of Debtor's contract rights and proceeds of insurance
               policies;

          g.   All of Debtor's patents and patents pending;

          h.   All of JSI's stock in and to the Subsidiary; and

          i.   All proceeds of the foregoing Collateral. For purposes of
               this Security Agreement, the term "proceeds" includes
               whatever is receivable or received when Collateral or
               proceeds is sold, collected, exchanged or otherwise disposed
               of, whether such disposition is voluntary or involuntary,
               and includes, without limitation, all rights to payment,
               including return premiums, with respect to any insurance
               relating thereto.

     2. Debtor has full power and authority to execute this Security
Agreement, to perform Debtor's obligations hereunder, and to subject the
Collateral to the security interest created hereby.

     3. Debtor has acquired title to and will at all times keep the
Collateral free of all liens and encumbrances, except the security interest
created hereby, except as provided in subpart (d) below. Debtor further
promises:

          a.   To make all payments due under the Obligations to Secured
               Party and perform all the obligations to Secured Party in a
               timely manner;

          b.   So long as any amounts are outstanding under the Note, to
               furnish Secured Party with such information concerning
               Debtor and the Collateral as Secured Party may from time to
               time reasonably request, including, but not limited to,
               current financial statements and filings with the Securities
               and Exchange Commission; provided, however, that Secured
               Party agrees to execute a Confidentiality Agreement, in a
               form reasonably acceptable to the Debtor with regard to any
               such non-public documents;



                                    -2-

<PAGE>
          c.   To maintain the Collateral in good condition and not use the
               Collateral for any unlawful purpose or in any way that would
               void an effective insurance policy; and

          d.   The Collateral now is and shall remain free and clear of any
               and all liens, charges, security interests, encumbrances and
               adverse claims, except for the following ("Permitted
               Liens"): (i) liens for taxes not yet payable; (ii)
               additional security interests and liens consented to in
               writing by Secured Party in its sole discretion; and (iii)
               security interests being terminated substantially
               concurrently with this Security Agreement. Secured Party
               shall have the right to require, as a condition to its
               consent under subparagraph (ii) above, that the holder of
               the additional security interest or lien sign an
               intercreditor agreement on terms satisfactory to Secured
               Party in its sole discretion, acknowledge that the holder's
               security interest is subordinate to the security interest in
               favor of Secured Party, and that Debtor agrees that any
               uncured default in any obligation secured by the subordinate
               security interest shall also constitute an Event of Default
               under this Security Agreement. Secured Party now has, and
               shall continue to have, a first priority, perfected and
               enforceable security interest in all of the Collateral. The
               Collateral shall not be subject to any other liens or
               security interests of any type except for the Permitted
               Liens. Debtor shall at all times defend Secured Party and
               the Collateral against all claims of others.

     4. Unless Debtor is in default hereunder, Debtor may sell the
Collateral in the normal course of its business.

     5. Debtor will pay promptly when due all taxes and assessments upon
the Collateral or for its use or operation or upon this Security Agreement
or upon the Note or any other documents evidencing the Obligations, if any.
Further, Debtor will promptly pay all obligations regarding or relating to
the Collateral necessary to maintain and preserve Debtor's rights and
interests therein.

     6. Debtor will not use or permit use of the Collateral in violation of
any statute, ordinance, or state or federal regulation.


                                    -3-

<PAGE>
     7. With respect to the Items of Collateral listed on Exhibit "A" to
this Agreement (the "Patents"), Debtor represents and warrants as follows:

          a.   Debtor does not own any patents registered in, or the
               subject of pending applications in, the United States Patent
               and Trademark Office or any similar offices or agencies in
               any other country or any political subdivision thereof,
               other than those described in Exhibit "A" hereto;

          b.   Debtor has the sole, full and uncumbered right, title and
               interest in and to each of the Patents shown on Exhibit "A"
               and the registrations thereof are valid and enforceable and
               in full force and effect, and none of the Patents has been
               abandoned or dedicated;

          c.   There is no claim by any third party that any Patents are
               invalid and unenforceable or do or may violate the rights of
               any third person;

          d.   Debtor has obtained from each employee who may be considered
               the inventor of patentable inventions (invented within the
               scope of such employee's employment) an assignment to Debtor
               of all rights to such inventions, including, without
               limitation, patents.

     8. With respect to the Patents, Debtor covenants and agrees as
follows:

          a.   Except to the extent that Secured Patty shall give its prior
               written consent, Debtor will not do any act, or omit to do
               any act, except as may be reasonable, in its prudent
               business judgment, whereby the Patents may become abandoned
               or dedicated or the remedies available against potential
               infringers weakened and shall notify Secured Party
               immediately if Debtor knows or becomes aware of any reason
               or has reason to know that any Patent may become abandoned
               or dedicated;

          b.   In the event that any security interest as to which any of
               the Patents is or may be subject as of the date hereof shall
               lapse, terminate or be cancelled or rescinded, whether by
               voluntary action of Debtor or any third person secured party
               in whose favor such presently attached and perfected
               security interests were created, Debtor will perform all
               acts and execute all documents, including, without
               limitation, notices of security interest or assignments for
               each relevant type of intellectual property in forms
               suitable for filing with the United States Patent and
               Trademark Office that may be necessary or desirable to
               record, maintain, preserve, protect and perfect Secured
               Party's interest in the Patents and the priority of such
               lien;



                                    -4-

<PAGE>
          c.   Other than with respect to any presently attached and
               perfected security interest as of the date hereof, Debtor
               will not assign, sell, mortgage, lease, transfer, pledge,
               hypothecate, grant a security interest in or lien upon,
               encumber, grant an exclusive or non-exclusive license, or
               otherwise dispose of any of the Patents, and nothing in this
               Security Agreement shall be deemed a consent by Secured
               Party to any such action except as expressly permitted
               herein;

          d.   Except as required by Debtor's senior lender, Debtor will
               not, either itself or through any agent, employee, licensee
               or designee, (i) file an application for the registration of
               any Patent with the Patent and Trademark Office or any
               similar office or agency in any other country or any
               political subdivision thereof, or (ii) file any assignment
               of any Patent which Debtor may acquire from a third party
               with the Patent and Trademark Office or any similar office
               or agency in any other country or any political subdivision
               thereof, unless Debtor shall, on or prior to the date of
               such filing, notify Secured Party thereof, and, upon the
               request of Secured Party and subject to Secured Party's
               right to so request pursuant to Section 8(b), execute and
               deliver any and all assignments, agreements, instruments,
               documents and papers as Secured Party may request to
               evidence Secured Party's interest, if any under this
               Security Agreement, in such Patent (and the goodwill and
               general intangibles of Debtor relating thereto or
               represented thereby);

          e.   Debtor will take all reasonable steps, in its prudent
               business judgment, in any proceeding before the Patent and
               Trademark Office or any similar office or agency in any
               other country or any political subdivision thereof, to
               diligently prosecute or maintain, as applicable, each
               application and registration of the Patents, including,
               without limitation, filing of renewals, affidavits of use,
               affidavits of incontestability and opposition, interference
               and cancellation proceedings (except to the extent that
               dedication, abandonment or invalidation is permitted
               hereunder);

          f.   So long as any part or portion of the Obligations remains
               unpaid, Debtor shall make application to the Patent and
               Trademark Office (and assign to the extent provided herein
               such application to Secured Party as security) to register
               any unpatented but patentable inventions developed by Debtor
               or its employees (within the scope of their employment),
               unless Debtor, in the exercise of its prudent business
               judgment, deems any such Patent not to have any significant
               commercial value or determines that its rights thereunder
               are better preserved as a trade secret;

          g.   Debtor shall use proper statutory notice in connection with
               its use of the Patents; and


                                    -5-

<PAGE>
          h.   Debtor shall at all times keep at least one complete set of
               its records concerning the Patents at its chief executive
               office and shall make such records available for inspection
               by Secured Party at such times as Secured Party may
               reasonably request.

     9. In the event that any prior security interest as to which any of
JSI's stock in the Subsidiary is or may be subject as of the date hereof
shall lapse, terminate or be cancelled or rescinded, whether by voluntary
action of Debtor or any court or third person secured party in whose favor
such presently attached and perfected security interests were created,
Debtor will perform all acts, including, without limitation, delivering
physical possession of the certificates representing such stock of the
Subsidiary and executing such notices or documents as shall be necessary or
desirable for Secured Party to maintain, preserve, protect and perfect
Secured Party's security interest in such stock and the priority of such
lien.

     10. With respect to that part of the Collateral which consists of
accounts receivable, whether now existing or hereafter arising and the
proceeds thereof (the "Receivables"), the parties agree as follows:

          a.   Until Debtor is in default, beyond any applicable cure
               period, under the Note or this Security Agreement, and
               contrary notice is given by Secured Party, the Debtor is
               specifically authorized to (i) enforce and collect the
               Receivables, at Debtor's expense, (ii) utilize the proceeds
               thereof for Debtor's general business purposes in the
               ordinary course of business, and (iii) as shall be
               commercially reasonable, to accept the return of goods and
               to reclaim, withhold or repossess goods as an unpaid seller.
               In collecting, holding or remitting the proceeds of such
               collections, the Debtor shall have no right to utilize the
               collections in any way other than pursuant to the terms and
               conditions of the Security Agreement.

          b.   Debtor agrees to collect the Receivables, at Debtor's
               expense, with due diligence until such time as Debtor's
               authority to collect is terminated pursuant to this Security
               Agreement and to account to the Secured Party, at such
               intervals as Secured Party may direct, for the proceeds of
               these collections and, if Debtor is in default, beyond any
               applicable cure period under the Note or the Security
               Agreement and if Secured Party shall so


                                    -6-
<PAGE>

               request, by depositing such proceeds in kind in a control
               collateral account at a bank designated by Secured Party
               (over which account the Debtor shall have no control).

          c.   Upon Debtor's default beyond any applicable cure period,
               under the Note or this Security Agreement, and notification
               by the Secured Party to the Debtor to cease collecting on
               the Receivables, Secured Party will proceed to collect said
               Receivables in a commercially reasonable manner and may
               deduct from the proceeds its reasonable expenses of
               collection; Secured Party is authorized to receive in full
               satisfaction of account debtor's obligation a sum less than
               the face amount thereof.

          d.   Any payment made by Debtor to Secured Party or any sum
               received by the Secured Party through the realization and
               collection of the Receivables shall be applied to the
               Obligations, whether matured or not matured, as set forth in
               Section 3(c) of the Note.

          e.   Debtor agrees to hold Secured Party harmless from all claims
               for loss or damage caused by any failure to collect
               Receivables or enforce any contract or by any act or
               omission on the part of the Secured Party, its agents and
               employees, except intentional misconduct.

          f.   Debtor agrees to maintain full and accurate books of account
               covering the Receivables and to deliver to Secured Party
               such of the books as relate to the Receivables so requested
               by Secured Party after or in connection with the termination
               of Debtor's authority to collect as herein provided.

          g.   Debtor agrees to deliver to Secured Party on demand, or upon
               the termination of the Debtor's authority to collect by
               Secured Party, all of the papers in Debtor's possession
               relating to the Receivables which will facilitate collection
               or enforcement thereof by Secured Party, including but not
               limited to, correspondence, invoices, shipping documents,
               and records, sales slips, orders and order acknowledgements,
               contracts and all other instruments relating thereto.

          h.   Secured Party or its authorized agent shall at all
               reasonable times during regular business hours have the
               right to inspect Debtor's ledgers, books of account and
               other written records evidencing the Receivables, and, upon
               termination of Debtor's authority to collect the
               Receivables, such agent or agents shall at all reasonable
               times during regular business hours have the right to be
               present at Debtor's place of business to receive all
               communications and remittances relating to said collateral.

     11. The following shall constitute events of default ("Events of
Default") under this


                                    -7-

<PAGE>
Security Agreement:

          a.   The Debtor's failure to make any payment to Secured Party
               when due, or to perform any other obligations in a timely
               manner;

          b.   The Debtor's material breach of this Security Agreement, or
               any present or future rider or supplement to this Security
               Agreement, or any other agreement between Debtor and Secured
               Party evidencing the Obligations or securing them;

          c.   That any warranty, representation, or statement, made by or
               on behalf of Debtor in or with respect to this Security
               Agreement, is materially false at the time when made;

          d.   Any of the documents executed and delivered in connection
               herewith shall for any reason cease to be in full force and
               effect, except through the act of the Secured Party;

          e.   An assignment by Debtor for the benefit of its creditors;

          f.   Filing by Debtor of a voluntary petition in bankruptcy or a
               voluntary petition seeking reorganization, adjustment,
               readjustment of debts or any other relief under the
               Bankruptcy Code as amended or any insolvency act or law,
               state or federal, now or hereafter existing;

          g.   Filing of an involuntary petition against Debtor in
               bankruptcy or seeking reorganization, arrangement,
               readjustment of debts or any other relief under the
               Bankruptcy Code as amended or under any other insolvency act
               or law, state or federal, now or hereafter existing, and the
               continuance thereof for 30 days undismissed, unbonded, or
               undischarged;

          h.   All or any substantial part of the property of Debtor shall
               be condemned, seized or otherwise appropriated or custody or
               control of such property shall be assumed by any
               governmental agency or any court of competent jurisdiction
               and shall be retained for a period of 30 days; and

          i.   There is a material default in any term, condition or
               covenant contained in any permitted Exception or any
               document representing an obligation, in favor of any third
               party which is secured by the Collateral and subsequently
               approved by Lender or any other default as a result of which
               said third party declares a default and exercised any
               remedies affecting the Collateral.

     12. Upon the occurrence of an Event of Default Secured Party, at its
option, may:


                                    -8-

<PAGE>
          a.   Declare the Obligations immediately due and payable without
               demand, presentment, protest or notice to Debtor, all of
               which Debtor expressly waives;

          b.   Exercise all rights and remedies available to a secured
               creditor after default, including but not limited to the
               rights and remedies of secured creditors under the Uniform
               Commercial Code;

          c.   Perform any of Debtor's obligations under this Security
               Agreement for Debtor's account. Any money expended or
               obligations incurred in doing so, including reasonably
               attorneys' fees and interest at the highest rate permitted
               by law, will be charged to Debtor and added to the
               Obligations secured by this Agreement; and/or

          d.   Secured Party may take possession of the Collateral and may
               demand payment of, institute, and maintain suits for or
               compromise any and all sums due or to become due as proceeds
               of the Collateral in its own name or in the name of Debtor,
               and otherwise avail itself of any action it deems necessary.

     13. Debtor agrees to execute all financing statements and other
necessary documents to perfect Secured Party's interest in the Collateral
as set forth herein. Borrower shall not be required to execute and deliver
any other documents that are in the possession of or pledged to the
Debtor's senior lenders as of the date of this Security Agreement.

     14. No delay or failure by Secured Party in the exercise of any right
or remedy shall constitute a waiver thereof, and no single or partial
exercise by Secured Party of any right or remedy shall preclude other or
further exercise thereof or the exercise of any other right or remedy.
Secured Party shall not be deemed to have waived any of Secured Party's
rights hereunder or under any other writing signed by Debtor unless such
waiver be in writing and signed by Secured Party. No consent or waiver,
express or implied, by any party to, or of any breach or default by any
other party in, the performance of its obligations hereunder shall be
deemed or construed to be a consent to or waiver of any other breach or
default in the


                                    -9-

<PAGE>
performance by such other party of the same or any other obligations
hereunder. Failure on the part of a party to complain of any act of the
other party or to declare a party in default, irrespective of how long such
failure continues, shall not constitute a waiver of such party of its
rights hereunder. All Secured Party's rights and remedies, whether
evidenced hereby or by any other writings, statutes or case law, shall be
cumulative and may be exercised singularly or concurrently. Any demand upon
or notice to Debtor that Secured Party may elect to give shall be effective
when deposited in the mails or delivered to Debtor. If at any time or times
by assignment or otherwise Secured Party transfers any obligations and
collateral therefor, such transfer shall carry with it Secured Party's
powers and rights under this Agreement with respect to the obligations and
collateral transferred and the transferee shall become vested with said
powers and rights, whether or not they are specifically referred to in the
transfer.

     15. Except for any notice required under applicable law to be given in
another manner, any notice or other communication required or permitted to
be given hereunder and any approval by any party shall be in writing and
shall be personally delivered or delivered by overnight courier in each
case with receipt acknowledged, or deposited in an official depository of
the United States Postal Service, first-class postage prepaid, by
registered or certified mail, return receipt requested, to the other party
or parties at the addresses listed below. All notices and other
communications shall be deemed to have been duly given on (a) the date of
receipt thereof (including all required copies thereof as set forth below)
if delivered personally or by overnight courier or (b) five (5) business
days after the date of mailing thereof (including all required copies
thereof as set forth below) if transmitted by mail. Each party may change
its


                                    -10-

<PAGE>
address for receipt of notices by a notice given to the other parties in
accordance with this provision. Notices shall be addressed as follows:

               To the Debtor:

               Jungle Street, Inc.
               Televar Northwest, Inc.
               215 Yakima Street
               Wenatchee, WA 98801
               Attn:  Mark D. Hamilton

               To the Secured Party:

               UTCO ASSOCIATES, LTD.
               P.O. Box 11838
               Salt Lake City, Utah  84147
               Attn:  Robert D. Kent

               With a copy to:

               Jeffrey M. Jones, Esq.
               Durham, Evans, Jones & Pinegar, P.C.
               50 South Main, Suite 850
               Salt Lake City, Utah  84144

     16. 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 or invalid
under applicable law, such provision shall be ineffective to the extent of
such prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of this Agreement.

     17. This Agreement, together with the agreements and warranties herein
contained, shall inure to the benefit of Secured Party and it successors
and assigns and shall be binding upon Debtor and his respective heirs,
successors and assigns.


                                    -11-

<PAGE>
     18. This Agreement inures to the benefit of the Secured Party, its
successors and assigns, and shall bind (as may be applicable) the
respective heirs, personal representatives, successors and assigns of
Debtor, and if more than one party shall sign this Agreement, the term
"Debtor" shall mean all such parties, and each of them, and all such
parties shall be jointly and severally obligated hereunder. Words used
herein shall take the singular or plural number, and such gender, as the
number and gender of parties Debtor herein shall require.

     19. Debtor agrees to pay upon demand all of Secured Party's costs and
expenses, including reasonable attorneys' fees and legal expenses, incurred
in connection with the enforcement of this Security Agreement. Secured
Party may engage a third party as its agent to help enforce this Security
Agreement, and Debtor shall pay the costs and expenses of such enforcement.
Costs and expenses include Secured Party's reasonable attorneys' fees and
legal expenses whether or not performed by a salaried employee of Secured
Party and whether or not there is a lawsuit, including reasonable
attorneys' fees and legal expenses for bankruptcy proceedings (and
including efforts to modify or vacate any automatic stay or injunction),
all appearances in bankruptcy or insolvency proceedings, fees and expenses
incurred in connection with the appointment of a receiver, appeals, and any
anticipated post-judgment collection services. Debtor also shall pay all
court costs and such additional fees as may be directed by the court.

     20. This Security Agreement may be executed in one or more
counterparts, any one of which, if originally executed, shall be binding
upon each of the parties signing thereon, and all of which taken together
shall constitute one and the same instrument. One or more photostatic
copies of this Security Agreement may be originally executed by the parties
hereto,


                                    -12-

<PAGE>
and such photostatic copies shall be deemed originals and shall be valid,
binding and enforceable in accordance with their terms.

     21. The parties hereto represent and warrant that they have full
power, authority and legal right to execute and deliver, and to perform and
observe the provisions of, this Security Agreement and to carry out the
transactions contemplated hereby. The execution, delivery and performance
by the parties of this Security Agreement have been duly authorized by all
necessary legal action and the parties have obtained any necessary consent,
approval of, notice to, or any action by, and person, firm, corporation or
governmental entity or agency necessary or appropriate to consummate the
transaction contemplated hereby.

     22. Each party agrees and covenants that it will at any time and from
time to time, upon the request of the other execute, acknowledge, deliver
or perform all such further acts, deeds, assignments, transfers,
conveyances and assurances as may be required to carry out the terms and
provisions of this Security Agreement.

     23. The rights and remedies of the parties hereunder shall not be
mutually exclusive, and the exercise by any party of any right to which he
or it is entitled shall not preclude the exercise of any other right he or
it may have.

     24. This Agreement and all acts and transactions hereunder and all
rights and obligations of Secured Party and Debtor shall be governed by,
and construed in accordance with, the laws of the State of Utah. Any
undefined term used in this Agreement that is defined in the Utah Uniform
Commercial Code shall have the meaning assigned to that term in the Utah
Uniform Commercial Code. As a material part of the consideration to Secured
Party to enter into this Agreement, Debtor (i) agrees that all actions and
proceedings relating directly or


                                    -13-

<PAGE>
indirectly hereto shall at Secured Party's option, be litigated in courts
located within Utah, and that the exclusive venue therefor shall be, at
Secured Party's option, Salt Lake County or the county in which Debtor's
chief executive office is located; (ii) consents to the jurisdiction and
venue of any such court and consents to service of process in any such
action or proceeding by personal delivery or any other method permitted by
law; and (iii) waives any and all rights Debtor may have to object to the
jurisdiction of any such court, or to transfer or change the venue of any
such action or proceeding.

     25. Entire Agreement in Writing. This Security Agreement, and any
other documents executed in connection herewith, are the final expression
of the agreement and understanding of Borrower and Secured Party with
respect to the general subject matter hereof and supersede any previous
understandings, negotiations or discussions, whether written or oral. This
written agreement, and any other documents executed in connection herewith,
may not be contradicted by evidence of any alleged oral agreement.

     IN WITNESS WHEREOF, this Agreement has been executed on the day and
date first above written.

                                        "SECURED PARTY"

                                        UTCO ASSOCIATES, LTD., a Utah limited
                                        partnership


                                        By:___________________________________
                                        Its:__________________________________


                                    -14-
<PAGE>

                                        "DEBTOR"

                                        JUNGLE STREET, INC., a Utah corporation



                                        By:   /s/
                                        Its:__________________________________


                                        TELEVAR NORTHWEST, INC., a Washington
                                        corporation


                                        By:  /s/
                                        Its:__________________________________



                                    -15-

<PAGE>
                                96-271-0050


                                EXHIBIT "A"

                                     TO

                             SECURITY AGREEMENT

                                  BETWEEN

             UTCO Associates, Ltd., a Utah limited partnership
                                    and
                  Jungle Street, Inc., a Utah corporation
                                 ("Debtor")


     All of Debtor's assets, whether now owned or hereafter acquired, and
wherever located, specifically including but not limited to Debtor's
interest in the types of property described below:

          1.   All furniture, leasehold improvements, motor vehicles,
               appliances, fixtures, furnishings, tools, machinery and
               equipment and other goods of Debtor, now owned or hereafter
               acquired, and all additions and accessions thereto and
               replacements therefor;

          2.   All inventory, supplies and materials of Debtor now owned or
               hereafter acquired, together with all additions and
               accessions thereto and replacements therefor;

          3.   All accounts, accounts receivable, negotiable documents,
               notes, drafts, acceptances, claims, lease rights (to the
               extent they are assignable without consent of the lessor),
               securities, instruments, choses in action, whether in
               contract or in tort, proceeds of lawsuits, and general
               intangibles of Debtor (including, but not limited to
               goodwill, permits, licenses, trademarks, trade names and
               trade secrets), and all other rights of Debtor to the
               payment of money, now existing or hereafter arising;

          4.   All deposit accounts of Debtor maintained with any bank or
               other financial institution;



                                    -16-

<PAGE>
          5.   All records, papers and books of account or other documents
               or papers relating to, affecting or describing any of the
               foregoing Collateral, in whatever form, including without
               limitation all computerized records, diskettes, programs,
               etc. relating thereto;

          6.   All of Debtor's contract rights and proceeds of insurance
               policies;

          7.   All of Debtor's patents and patents pending;

          8.   All of Debtor's stock in and to its subsidiary;

          9.   All proceeds of the foregoing collateral including whatever
               is receivable or received when collateral or proceeds is
               sold, collected, exchanged or otherwise disposed of, whether
               such disposition is voluntary or involuntary, and including,
               without limitation, all rights to payment, including return
               premiums, with respect to any insurance relating thereto;
               and

          10.  All substitutions, additions and accissions to any of the
               foregoing collateral.



                                    -17-