Exhibit 10.2     Form of Media Drop-In Productions, Inc. Security Agreement.


                              SECURITY AGREEMENT

         SECURITY AGREEMENT ("AGREEMENT"), made the ___ day of December, 2000,
by and between __________________, an individual residing at
___________________, (hereinafter referred to as "LENDER"), and MEDIA DROP-IN
PRODUCTIONS, INC., a corporation organized under the laws of the State of
Delaware, with a place of business at 201 Ann Street, Hartford, Connecticut
06103 ("BORROWER").

         1. Borrower hereby grants to Lender a continuing security interest in
the property described in Exhibit A annexed hereto (hereinafter referred to as
the "COLLATERAL") to secure the payment and performance of all Obligations.
"OBLIGATIONS" shall mean any and all loans and advances made by Lender prior to,
on or after the date of this Agreement to or for the account of Borrower, and
any guaranty by the Borrower of any obligations of any third parties to Lender.
Obligations includes, but is not limited to, the obligations and liabilities of
Borrower to Lender under that certain Loan Agreement of even date herewith by
and among Lender, Borrower and MDI Entertainment, Inc. (the "LOAN AGREEMENT")
and a certain Promissory Note of even date herewith of Borrower in the original
principal amount of $__________________, delivered in connection with the Loan
Agreement (the "NOTE"), and any and all interest, commissions, obligations,
liabilities, indebtedness, charges and expenses now or hereafter chargeable
against Borrower by Lender or owing by Borrower to Lender, whether any of the
foregoing are direct or indirect, joint or several, absolute or contingent, due
or to become due, now existing or hereafter arising, no matter how or when
arising and whether under any present or future agreement or instrument between
Borrower and Lender including but not limited to any refinancing or otherwise,
whether or not evidenced by a writing, and the performance and fulfillment by
Borrower of all of the terms, conditions, promises, covenants and provisions
contained in this Security Agreement or in any note or notes secured hereby or
in any present or future agreement or instrument between Borrower and Lender.
Capitalized terms used herein and not otherwise defined shall have the meaning
given to them in the Loan Agreement and Note.

BORROWER HEREBY WARRANTS, COVENANTS AND AGREES:

         2. Borrower has the authority to execute, deliver and carry out this
Agreement and to incur the Obligations, and has taken all necessary action to
authorize the execution, delivery and performance by Borrower of this Agreement
and the incurring of the Obligations.

         3. The execution and delivery of this Agreement and compliance by
Borrower with any of the terms and provisions hereof or of any of the other
agreements or instruments referred to herein, will not, on the date hereof,
violate any provision of any existing law or regulation or any writ or decree of
any court or governmental instrumentality or of Borrower's Certificate of
Incorporation, By-Laws, or any agreement or instrument to which Borrower is a
party or which is binding upon it or its assets, and will not result in the
creation or imposition of any lien, security interest, charge or encumbrance of
any nature whatsoever upon or in any of its assets except as contemplated by
this Agreement, and no consent of any party and no consent, license, approval or
<PAGE>

authorization of, or registration or declaration with, any governmental bureau
or agency is required in connection with the execution, delivery, performance,
validity and enforceability of this Agreement, which has not been obtained.

         4. Borrower has good and marketable title to all of the Collateral, and
except as set forth on Schedule A hereto, none of the Collateral is subject to
any mortgage, pledge, lease, trust, bailment, lien, security interest,
encumbrance, charge or title retention or other security agreement or
arrangement of any character whatsoever and, to the extent that the Collateral
is to be acquired after the date hereof, will be the owner of such collateral
free from any adverse lien, security interest or encumbrance except as permitted
under the Loan Agreement or Note; and Borrower will defend the Collateral
against all claims and demands of all persons at any time claiming the same or
any interest therein.

         5. Borrower will make punctual payment of all amounts owed under this
Agreement, the Loan Agreement and the Note, and will faithfully and fully keep
and perform all of the terms, conditions, covenants, and agreements herein or
therein contained on Borrower's part to be paid, kept, or performed hereunder
and thereunder, and will be bound in all respects as debtor under this
Agreement; and will make punctual payment of all monies and will faithfully and
fully keep and perform all of the terms, conditions, covenants and agreements on
its part to be paid, kept or performed under the terms of any lease or mortgage
of the premises where the Collateral is located or is to be located wherein
Borrower is lessee or mortgagor, and will promptly notify Lender in the event of
any default on the part of Borrower or receipt by Borrower of any notice of
alleged default under any such lease or mortgage.

         6. The Collateral will be kept at the Borrower's place of business as
set forth on page one hereof. Borrower will not remove the Collateral from said
location without prior written consent of Lender except for maintenance and
repair in the ordinary course of business.

         7. With respect to that portion of the Collateral which constitutes
accounts receivable and without limiting any other provision herein, so long as
this Agreement remains in force, substantially all of the accounts receivable
("ACCOUNTS RECEIVABLE") will satisfy the following:

              a. The Accounts Receivable are and will be genuine and represent
undisputed, bona fide transactions enforceable in accordance with their terms,
except that enforceability may be limited by bankruptcy or insolvency or other
laws affecting creditors' rights generally;

              b. The amounts of the face values shown on any print-outs or
schedules and all invoices and statements delivered to Lender with respect to
the Accounts Receivable are and will be actually and absolutely owed to the
Borrower;
<PAGE>

              c. Unless otherwise indicated in writing by Borrower, there are
and there will be no set-offs, counterclaims or disputes existing or asserted
with respect to the Accounts Receivable, and the Borrower has made no agreement
with any Accounts Receivable debtor involving a deduction therefrom;

              d. There are no facts, events or occurrences which in any way
might impair the validity, enforcement or collectibility of the Accounts
Receivable or tend to reduce the amounts payable thereunder; and

              e. Except as set forth on Schedule A hereto, the Accounts
Receivable have not been and will not be pledged, assigned, or otherwise
encumbered to any other person.

         8. If any or all of the Collateral is attached to or may be attached to
real estate, prior to the perfection of the security interest granted hereby,
Borrower will, on demand of Lender, furnish Lender with a disclaimer or
disclaimers, signed by all persons having an interest in the real estate, of any
interest in the Collateral which is or may be prior to Lender's interest.

         9. No financing statement covering any Collateral or any additions,
accessions, proceeds or products thereof or thereto is on file in any public
office, except as set forth on Schedule A hereto, and, at the request of Lender,
Borrower will join with Lender in executing one or more financing statements
pursuant to the Uniform Commercial Code in form satisfactory to Lender and will
pay the cost of filing and recording the same in all public offices where filing
and/or recording is deemed by Lender to be necessary or desirable.

         10. Borrower will not, without the express written authorization of
Lender, sell, exchange or otherwise dispose of the Collateral, or any part
thereof or any interest therein, except in the ordinary course of business,
which sales, exchanges and other dispositions by Borrower in the ordinary course
of business are hereby authorized by Lender; in the event of the unauthorized
sale, exchange or other disposition of the Collateral or any part thereof or any
interest therein (and no such sale, exchange, or other disposition is hereby
authorized or consented to), the security interest of Lender shall nevertheless
continue in said Collateral (including all proceeds, cash and non-cash)
notwithstanding said sale, exchange or other disposition; all of said proceeds
of such unauthorized sale, exchange or other disposition shall remain Collateral
hereunder and shall be transferred and paid over to Lender immediately following
said sale, exchange, or other disposition, and shall be applied to the payment
of any monies payable under this Agreement, or to any Obligations of Borrower to
Lender; and the receipt by Lender of all or part of said proceeds shall not be
deemed or construed to be an authorization or consent of Lender to such sale,
exchange or other disposition of said Collateral.

         11. Borrower will have and maintain usual and customary insurance for
the Collateral.
<PAGE>

         12. Except for the encumbrances set forth on Schedule A hereto, and
encumbrances specifically permitted by Sections 4.17, 5.01 and 5.02 of the Loan
Agreement, Borrower will keep the Collateral free from any lien, security
interest or encumbrance and in good order and repair, and will not waste or
destroy any Collateral or any part thereof; Borrower will not use the Collateral
in violation of any statute or ordinance; and Borrower will notify Lender in the
event of loss, theft, damage, destruction or encumbrance to or of any of the
Collateral having a value in excess of $5,000, individually or in the aggregate,
or making of any levy, seizure or attachments thereof or thereon, or the placing
of any lien or liens thereon or generally on the property of Borrower by the
United States of America or any federal, state or local governmental agency or
authority.

         13. Borrower will pay promptly when due all taxes and assessments upon
the Collateral or for its use or operation or upon this Agreement or upon any
note or notes evidencing the obligations of this Agreement, unless the same are
being contested in good faith by Borrower. At his option, in his sole and
absolute discretion and without notice to Borrower, upon failure of Borrower to
timely do so, Lender may (unless the same are being contested in good faith by
Borrower and Borrower is maintaining appropriate reserves with respect thereto)
discharge any taxes, liens, or security interests or other encumbrances at any
time levied or placed on the Collateral and may make payments on premises leased
by Borrower. Borrower agrees to reimburse Lender on demand for any payment made,
or any expense incurred, by Lender pursuant to the foregoing authorization. Each
amount so paid by Lender shall be secured by the Collateral. Nothing herein
contained shall obligate Lender to make such payment nor shall the making of one
or more such payments constitute (i) an agreement on Lender's part to take any
further or similar action or (ii) a waiver of any default by Borrower under the
terms of this Agreement.

         14. Upon the request of Lender, a written list of all material items of
equipment owned or leased by Borrower wherever located shall be provided as
Lender may reasonably request. Lender shall have the right to examine and
inspect the Collateral, wherever located, at any reasonable time.

         15. From time to time, Borrower will execute, deliver, acknowledge,
file, record or register, or cause to be filed, recorded or registered, any and
all notices, amendments, statements, financing statements, certificates,
documents or other instruments, and take any and all other action which may be
deemed necessary by Lender hereunder.

         16. Borrower agrees to pay all reasonable attorneys' fees and
out-of-pocket expenses, which Lender may hereafter incur in reasonably
protecting or enforcing any of his rights against Borrower or releasing any of
his rights against Borrower or any security held by Lender. Borrower
specifically authorizes Lender to pay all such fees and expenses and further
agrees to reimburse Lender therefor, upon demand. As used in this Agreement,
"attorneys' fees" shall be defined as the reasonable value of the services of
the attorneys employed by Lender from time to time, to commence, defend or
intervene in any court proceeding (bankruptcy or otherwise) relating to the
Collateral, this Agreement, and any promissory note of Borrower payable to
Lender (including the Note), or any other agreement, instrument or document
heretofore, now or at any time or times hereafter executed by Borrower and
delivered to Lender, or to protect, collect, lease, sell, take possession of, or
liquidate any of the Collateral or to attempt to enforce any security interest
<PAGE>

in any of the Collateral, or to enforce any rights of Lender to collect any of
the Obligations of Borrower; said attorneys' fees, and any legal expenses, costs
and charges relating thereto, shall be additional Obligations of Borrower,
payable on demand and secured by the Collateral. All other costs and expenses
incurred by Lender with respect to the enforcement, collection or protection of
his interest in the Collateral shall be payable on demand by Borrower and shall
be additional Obligations secured by the Collateral.

         17. At the request of Lender, Borrower shall provide Lender with such
information with respect to Borrower's Accounts Receivable as Lender may
require, including but not limited to names, amounts and addresses.

         18. At the request of Lender, Borrower shall perform all steps
requested by Lender to create and maintain in his favor a valid security
interest, assignment or lien (which is subject to no security interest,
assignment or lien other than as set forth on Schedule A hereto) in, of, or on
all Accounts Receivable and all other security held by Lender or for Lender.

         19. In the event Borrower locates or otherwise places or maintains any
Collateral in a place other than Borrower's places of business set forth in the
preamble hereto, Borrower shall give written notice to Lender within five (5)
business days thereafter specifically identifying such Collateral and setting
forth in detail its location.

         20. In the event of an Event of Default as described in Paragraph 24
below, Borrower appoints Lender or any other person Lender may designate as his
attorney-in-fact: to endorse Borrower's name on any checks, notes, acceptances,
money orders, drafts or other forms of payment or security that may come into
Lender's possession; to sign Borrower's name on any invoice or bill of lading
relating to any accounts receivable, on drafts against customers, on schedules
and assignments of accounts receivable, on notices or assignments, financing
statements and to customers; to notify the postal authorities to change the
address for delivery of Borrower's mail to an address designated by Lender; to
receive, open and dispose of all mail addressed to Borrower; to send requests
for verifications of accounts receivable to customers or account debtors, and to
do all things necessary to carry out this Agreement. Neither Lender nor his
counsel will be liable for any acts or omissions nor for any error of judgment
or mistake of fact or law in connection with the enforcement of his rights under
this Section. This power, hereby coupled with an interest, shall be irrevocable
so long as any Accounts Receivable assigned to Lender or in which he has a
security interest remain unpaid or until the Obligations have been fully
satisfied.

         21. Lender and his representatives shall at all reasonable times, upon
reasonable notice and during normal business hours, have and be entitled to free
and undisturbed access to all of Borrower's records, books of account and
ledgers and cabinets and may examine and audit the contents thereof and make
excerpts therefrom.
<PAGE>

         22. After an Event of Default, as described in Paragraph 24 below, and
while such default is continuing, in addition to all of the rights and remedies
of Lender herein, Lender will have the right forthwith or at any time thereafter
to remove from Borrower's premises all records, books of account, ledgers and
cabinets, and Lender may keep and retain the same in his possession until all
present and future indebtedness and Obligations of whatever nature owing by
Borrower to Lender shall have been fully paid and discharged, but
notwithstanding such removal, Borrower shall be afforded access thereto at the
place or places to which the same are removed by Lender for the purpose of
examining and auditing the same and making written excerpts therefrom.

AND IT IS MUTUALLY AGREED THAT:

         23. Except after the occurrence of an Event of Default and during the
continuance thereof, Borrower may have possession of the Collateral and use it
in any lawful manner not inconsistent with this Agreement and not inconsistent
with any policy of insurance thereon.

         24. Borrower shall be in default under this Agreement (an "EVENT OF
DEFAULT") upon the happening of any one of the following events or conditions:
a. The occurrence of an Event of Default under and as defined in the Loan
Agreement or Note; or b. Default in the payment of any Obligations, or in the
keeping or performance of any of the terms, conditions, covenants, or agreements
contained on Borrower's part to be paid, kept or performed under this Agreement,
the Loan Agreement or the Note, which default continues after the expiration of
any applicable cure period.

         25. Upon the happening of any Event of Default specified above, and the
continuance of the same for the period specified, if any, Lender shall have, in
addition to his rights hereunder, all the remedies of a secured party under the
Uniform Commercial Code.

         26. Upon an Event of Default, Lender will have the right to take
possession of the Collateral and to maintain such possession on Borrower's
premises or to remove the Collateral or any part thereof to such places as he
may desire. If Lender exercises his right to take possession of the Collateral,
Borrower will, upon Lender's demand, assemble the Collateral and make it
available at a place reasonably convenient to both parties.

         27. Borrower agrees that, upon an Event of Default, Lender may (i)
notify customers or account debtors at any time that accounts receivable have
been assigned to him or of his security interest therein, collect them directly
and charge the collection costs and expenses to Borrower's account, but unless
and until Lender instructs Borrower to the contrary, Borrower shall make
collections of all Accounts Receivable and/or (ii) require Borrower to deposit
or cause to be deposited all cash or other proceeds received by it into a
lockbox maintained by Lender.
<PAGE>

         28. No course of dealing between Borrower and Lender and no failure to
exercise or delay in exercising on the part of Lender any right, power or
privilege under the terms of this Agreement or under the terms of any other
agreements, instruments or other documents between Lender and Borrower shall
operate as a waiver thereof; nor shall any single or partial exercise or any
right, power or privilege hereunder or thereunder preclude any other or further
privilege. The rights and remedies provided herein or in any other agreement are
cumulative and not exclusive of or in derogation of any rights or remedies
provided herein, therein, by law or otherwise.

         29. All rights of Lender in, to and under this Agreement and in and to
the Collateral shall pass to and may be exercised by any assignee thereof.
Borrower agrees that, in the event of an assignment of this Agreement, the
liability of Borrower to an assignee for value of this Agreement shall be
immediate and absolute.

         30. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IF LENDER SEEKS TO
TAKE POSSESSION OF ANY OR ALL OF THE COLLATERAL BY COURT PROCESS, BORROWER
HEREBY IRREVOCABLY WAIVES ANY BONDS AND ANY SURETY OR SECURITY RELATING THERETO
REQUIRED BY ANY STATUTE, COURT RULE OR OTHERWISE AS AN INCIDENT TO SUCH
POSSESSION, AND WAIVES ANY DEMAND FOR POSSESSION PRIOR TO THE COMMENCEMENT OF
ANY SUIT OR ACTION TO RECOVER WITH RESPECT THERETO AND WAIVES THE RIGHT TO
DEMAND A JURY IN ANY ACTION IN WHICH THE LENDER IS A PARTY.

         31. BORROWER HEREBY AGREES AND ACKNOWLEDGES THAT THE TRANSACTION OF
WHICH THIS AGREEMENT IS A PART IS A COMMERCIAL TRANSACTION AND NOT A CONSUMER
TRANSACTION, AND WAIVES ANY RIGHT TO A NOTICE AND HEARING UNDER CHAPTER 903A OF
THE CONNECTICUT GENERAL STATUTES, AS AMENDED, OR OTHER STATUE OR STATUTES
AFFECTING PREJUDGMENT REMEDIES AND AUTHORIZES LENDER'S ATTORNEY TO ISSUE A WRIT
FOR A PREJUDGMENT REMEDY WITHOUT COURT ORDER, PROVIDED THE COMPLAINT SHALL SET
FORTH A COPY OF THIS WAIVER. FURTHER TO THE EXTENT ALLOWED UNDER APPLICABLE LAW,
BORROWER HEREBY WAIVES DEMAND, PRESENTMENT FOR PAYMENT, PROTEST, NOTICE OF
PROTEST, NOTICE OF DISHONOR, DILIGENCE IN COLLECTION, NOTICE OF NON-PAYMENT OF
THE NOTE AND ANY ALL NOTICES OF A LIKE NATURE.

         32. BORROWER HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO
TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (1) ARISING UNDER
THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH, OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO
THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO,
<PAGE>

IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE; AND BORROWER HEREBY AGREES AND CONSENTS THAT ANY
SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY, AND THE LENDER MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF BORROWER'S CONSENT TO THE
WAIVER OF ITS RIGHT TO TRIAL BY JURY.

         33. All rights of Lender hereunder shall inure to the benefit of his
successors and assigns, and all Obligations of Borrower shall bind the
successors and assigns of Borrower.

         34. All Collateral described in this Agreement shall remain Collateral
as security for the performance of all Obligations of Borrower under this
Agreement until, and this Agreement shall terminate only when, all monies
required to be paid under this Agreement have been paid in full and all
Obligations on the part of Borrower to be paid, kept and performed under this
Agreement have been paid, kept and performed at which time Lender shall execute
(if appropriate) and deliver to Borrower such instruments, documents and other
Collateral as may be necessary or desirable to give effect to such termination,
all upon the request and at the expense of Borrower.

         35. All agreements, representations and warranties made herein, in any
agreements and in any statements, notices, invoices, certificates, schedules,
consignments, designation, documents or other instruments delivered to Lender in
connection with this Agreement or any other agreement shall survive the making
of the loan and advances thereunder.

         36. The acceptance of any check, draft or money order tendered in full
or partial payment of any Obligation hereunder is conditioned upon and subject
to the receipt of final payment in cash.

         37. All terms used herein and in all other agreements and which have
been defined in articles 1, 2, or 9 of the Uniform Commercial Code, shall be
construed as defined therein, it being the intent of the parties that this
entire Agreement shall be interpreted and construed in light of the sections,
the definitions, the "official comments", and the definitional and substantive
cross references of the Uniform Commercial Code.

         38. Borrower expressly acknowledges and agrees that, in applying the
law of any jurisdiction that has now or hereafter enacted all or substantially
all of Revised Article 9, the Collateral description attached hereto as Exhibit
A shall include, without limitation, each category or type thereof as defined
under Revised Article 9, it being the intention of Borrower that such collateral
be included in such Collateral description, whether prior to or after the
effectiveness of Revised Article 9 in such jurisdiction.
<PAGE>

         39. This Agreement may not be amended orally but may be amended only in
writing duly executed by both Borrower and Lender.

         40. All notices, requests or consents required by this Agreement shall
be delivered as follows:

(1)      If to the Borrower:

                           MDI Entertainment, Inc.
                           201 Ann Street
                           Hartford, Connecticut 06103
                           Attn:  President

                  With a copy to:

                           Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, PC
                           Chrysler Center
                           666 Third Avenue

                           New York, New York 10017
                           Attn:  Kenneth R. Koch, Esq.
(2)      If to Lender:



         41. All Exhibits referred to herein and annexed hereto are hereby
incorporated in this Agreement and made a part hereof.

         42. This Agreement shall be construed pursuant to and shall be
enforceable in accordance with the laws of the State of Connecticut (but not its
conflicts of law provisions).

         43. In the event of a conflict between the terms and provisions of the
Loan Agreement or the Note and this Agreement, the terms and provisions of this
Agreement shall control.

AND BORROWER HEREBY REPRESENTS TO LENDER:

         44. It is solvent, is able to pay and is generally paying its debts as
they mature, and intends to pay, keep and perform its Obligations hereunder.

         45. No custodian (as defined in 11 U.S.C. Section 101(10)), has been
appointed or has taken possession of the Borrower's property within the last 120
days prior to the date hereof.
<PAGE>

         46. The undersigned has full and lawful authority to bind Borrower to
this Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]


<PAGE>



         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered by the proper and duly authorized officers as of the day
and year first above written.

                                     LENDER:

                                    BORROWER:

                                    MEDIA DROP-IN PRODUCTIONS, INC.

                                    By:
                                       Name:
                                       Title:




<PAGE>




                                    EXHIBIT A

         As used herein, "Debtor" shall mean Media Drop-In Productions, Inc.
and its subsidiaries.

         All "Accounts", "Chattel Paper" and "Instruments", as those terms are
defined in the Uniform Commercial Code (Secured Transactions), as in effect in
the State of Connecticut from time to time of Debtor, whether now owned or
hereafter acquired by Debtor;

         All "Documents", as that term is defined in the Uniform Commercial Code
(Secured Transactions), as in effect in the State of Connecticut from time to
time, of Debtor, whether now existing or hereafter acquired or arising, and also
including, without limitation, bills of lading, dock warrants, dock receipts,
warehouse receipts or orders for the delivery of goods, and any other document
which in the regular course of business or financing is treated as adequately
evidencing that the person in possession of it is entitled to receive, hold, and
dispose of the goods it covers;

         All "Equipment", as that term is defined in the Uniform Commercial Code
(Secured Transactions), as in effect in the State of Connecticut from time to
time, of Debtor, whether presently owned or hereafter acquired, and including,
without limitation, machinery, furniture, furnishings, and fixtures and fixed
assets and other goods (including without limitation computer programs embedded
in such goods and any supporting information provided in connection with a
transaction relating to the program used or consumed by Debtor in its business,
and any and all goods used or bought for use in or being used in the conduct of
Debtor's business and all goods used or bought for use in Debtor's business
which are not included within the definition of Inventory, and all accessions
and additions thereto, and replacements therefor;

         All "General Intangibles", as that term is defined in the Uniform
Commercial Code (Secured Transactions), as in effect in the State of Connecticut
from time to time, of Debtor, whether presently owned or hereafter acquired, and
including, without limitation, all choses in action, causes of action, and all
other intangible property of the Debtor, including without limitation, payment
intangibles corporate or other business records, inventions, designs, patents,
patent applications, trademarks, servicemarks, tradenames, trade secrets,
goodwill, copyrights, registrations, licenses, franchises, customer lists, tax
refund claims, credit files, computer programs, printouts and other computer
materials and records, software, indemnification claims, guaranty claims,
security interests or other property held by or granted to Debtor to secure
payment of any obligation of any obligor of Debtor and any and all of the rights
of Debtor of whatever nature under any and all contracts, agreements, or leases
(whether of real or personal property and whether entered into as lessor or
lessee) to which the Debtor is or may become a party, including without
limitation all of the rights of Debtor to enforce all of the provisions of and
to obtain payments or other performance due under all contracts, agreements, or
leases;

         All "Inventory", as that term is defined in the Uniform Commercial Code
(Secured Transactions), as in effect in the State of Connecticut from time to
time, of Debtor, including, without limitation, any and all goods, merchandise
raw materials, parts, components, assembles, or other personal property,
wherever located and whether or not in transit, now owned or hereafter acquired
by the Debtor, which is or may at any time be leased by Debtor as lessor, held
for sale or lease, or furnished or to be furnished under any contract of service
<PAGE>

or held as raw materials, work-in-process, supplies or materials used or
consumed in the Debtor's business, including, in each case without limitation,
computer programs embedded in such goods and any supporting information provided
in connection with a transaction relating to the program, and all such property
the sale or other disposition of which has given rise to Accounts, Chattel
Paper, Documents, or Instruments and which has been returned to or repossessed
or stopped in transit by the Debtor;

         All "Investment Property", including any "security" (whether
certificated or uncertificated), "security entitlement", "securities account",
"commodity account" or "commodity contract" as those terms are defined in the
Uniform Commercial Code (Secured Transactions), as in effect in the State of
Connecticut from time to time as of the date hereof, of Debtor whether now owned
or hereafter acquired.

         All monies, securities and other property of the Debtor, and the
proceeds thereof, now or hereafter held or received by or in transit to the
Lender whether for safekeeping, custody, pledge, transmission, collection or
otherwise, and also in and to any and all deposits, general or special, and
credits of the Debtor with, and any and all claims of the Debtor against, the
Lender now or at any time hereafter existing; and

         All proceeds of, and all other profits, products, rents or receipts, in
whatever form, arising from the collection, sale, lease, exchange, assignment,
licensing or other disposition of, or other realization upon, Collateral,
including without limitation all licenses, permits, authorizations, and
applications, all claims of the Debtor against third parties for loss of, damage
to or destruction of, or for proceeds payable under, or unearned premiums with
respect to, policies of insurance in respect of, any Collateral, and any
condemnation or requisition payments with respect to any Collateral, in each
case whether now existing or hereafter arising.