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                               SECURITY AGREEMENT
                       ALL PERSONAL PROPERTY AND FIXTURES
                                BORROWER GRANTOR
 
This Agreement is executed and delivered at Dayton, Ohio as of this 20th day  of
November,  1996 by  Paravant Computer  Systems, Inc  ('Grantor'),  whose mailing
address is 780 S Apollo  Blvd Ste 1, Melbourne  FL 32901-1423, to National  City
Bank  of  Dayton ('Bank'),  a national  banking  association having  its banking
office at 6 N Main St, Dayton, Ohio 45412-2790.
 
1. Grant of Interest. To secure the  prompt payment in full of the Subject  Debt
as  and when the respective parts thereof  become due, whether by lapse of time,
by acceleration of maturity, or otherwise, Grantor hereby grants Bank a security
interest in the Collateral. As  to Collateral not now  in existence or in  which
Grantor  does  not presently  have any  rights,  Bank's security  interest shall
automatically attach thereto immediately when the same comes into existence  and
Grantor acquires any rights therein, in each case without the making or doing of
any  further  or  other  act or  thing.  'Collateral'  means,  collectively, all
Inventory, all  Accounts,  all  Chattel Paper,  all  Documents,  all  Equipment,
including,  without  limitation,  any  Equipment  described  in  Exhibit  A (the
'Supplemental Schedule'), if  any, to this  Agreement, all fixtures,  including,
without limitation, any fixtures described in the Supplemental Schedule, if any,
all  General   Intangibles,   all   Instruments,  all   Receivables,   and   all
Uncertificated  securities in  which Grantor now  has or  hereafter acquires any
rights, and  all  replacements  and substitutions  therefor  and  additions  and
accessions  thereto,  all  property  (except any  consumer  goods),  tangible or
intangible, in which Grantor now has or hereafter acquires any rights and  which
now  or hereafter is  in Bank's control  (by document of  title or otherwise) or
possession or is  owed by Bank  to Grantor, including,  without limitation,  the
cash   collateral  account   described  in  subsection   6.5,  replacements  and
substitutions for, and all additions and accessions  to, all or any part of  the
property  hereinbefore  described, all Products of all  or any part of the goods
hereinbefore described, and  all Proceeds of  all or any  part of the  property,
including, without limitation, Products, hereinbefore described.
 
2.  Definitions. As  used in  this Agreement,  except where  the context clearly
requires otherwise,  'Account' means  any right  to payment  for goods  sold  or
leased  or for  services rendered  which is  not evidenced  by an  Instrument or
Chattel Paper, whether or not it  has been earned by performance, and  includes,
without  limitation, all rights to payment earned or unearned under a charter or
other contract involving the use or hire of a vessel and all rights incident  to
the  charter or contract; 'Account Debtor' means any Person who, or any of whose
property, shall at the time  in question be obligated in  respect of all or  any
part  of  a Receivable  or any  part thereof  and includes,  without limitation,
co-makers, indorsers, guarantors, pledgors,  hypothecators, mortgagors, and  any
other  Person  who agrees,  conditionally  or otherwise,  to  make any  loan to,
purchase from, or investment  in, any other Account  Debtor or otherwise  assure
Grantor  against loss on any  Receivable in which Borrower  now has or hereafter
acquires any rights; 'Affiliate' means, when  used with reference to any  Person
(the  'subject'), a Person that is in control of, under the control of, or under
common control with,  the subject,  the term 'control'  meaning the  possession,
directly  or indirectly, of the power to  direct the management or policies of a
Person, whether  through the  ownership of  voting securities,  by contract,  or
otherwise;   'Agreement'  means  this  Security  Agreement  (including,  without
limitation, each amendment,  if any, hereto)  'Bank  Debt' means,  collectively,
all  Debt  to Bank,  whether  incurred directly  to Bank  or  acquired by  it by
purchase, pledge, or  otherwise, and  whether participated  to or  from Bank  in
whole  or in  part; 'Chattel Paper'  means a  writing or writings  (other than a
charter or other contract involving the use or hire of a vessel) which  evidence
both  a monetary obligation  and a security  interest in or  a lease of specific
goods, and, when a transaction is evidenced both by such a security agreement or
lease and by an Instrument or series of Instruments, the group of writings taken
together constitutes Chattel Paper; 'Debt' means, collectively, all  obligations
of  the Person or Persons in question, including, without limitation, every such
obligation whether owing  by one such  Person alone  or with one  or more  other
Persons in a joint, several, or joint and several capacity, whether now owing or
hereafter  arising, whether owing absolutely or contingently, whether created by
loan, overdraft, guaranty of payment,  or other contract, or by  quasi-contract,
tort,  statute, other  operation of law,  or otherwise; 'Default'  means (a) the
nonpayment of  the  Subject  Debt or  any  part  thereof when  due  or  (b)  the
occurrence  or existence of any event, condition, or other thing (other than any
event, condition, or other thing which would constitute a 'Default' pursuant  to
the  next preceding  clause (a))  which gives  (or which  with the  lapse of any
applicable  grace  period,   the  giving   of  notice,  or   both  would   give)
Bank  the right to accelerate or which automatically accelerates the maturity of
any of the Subject  Debt; 'Document' means  (a) a document  that purports to  be
issued  by or addressed to a bailee and that purports to cover goods that are in
the bailee's possession that  are either identified or  fungible portions of  an
identified  mass, and  includes a  bill of  lading, dock  warrant, dock receipt,
warehouse receipt, or order  for the delivery of  goods, and any other  document
that  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 document and the goods it  covers or (b) a receipt issued by  the
owner  of goods including distilled spirits or agricultural commodities that are
stored under a statute requiring a bond against withdrawal or a license for  the
issuance  of receipts  in the nature  of a warehouse  receipt; 'Equipment' means
goods that (a)  are used  or bought for  use primarily  in business,  including,
without  limitation, farming or a profession, or by a Person who is a non-profit
organization or a governmental subdivision or  agency or (b) are not  Inventory,
farm  products,  or  consumer  goods; 'General  Intangible'  means  any personal
property, including things in action, other than goods, Accounts, Chattel Paper,
Documents, Instruments, and money;  'Instrument' means a negotiable  instrument,
or  a certificated security, or any other writing which evidences a right to the
payment of money and  is not itself a  security agreement or lease  and is of  a
type  which is in the  ordinary course of business  transferred by delivery with
any necessary indorsement or assignment;  'Inventory' means goods that are  held
by  a person who holds them for sale or lease or to be furnished under contracts

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of service  or  if that  Person  has  so furnished  them,  or if  they  are  raw
materials,  work in process, or materials used or consumed in a business, except
that Inventory does not  include Equipment; 'Obligor' means  any Person who,  or
any  of whose property, shall at the time in question be obligated in respect of
all or  any part  of the  Bank  Debt of  Grantor and  (in addition  to  Grantor)
includes,   without  limitation,  co-makers,  indorsers,  guarantors,  pledgors,
hypothecators, mortgagors, and  any other  Person who  agrees, conditionally  or
otherwise,  to make  any loan  to, purchase  from, or  investment in,  any other
Obligor or  otherwise assure  such  other Obligor's  creditors  or any  of  them
against  loss; 'Person'  means an individual  or entity of  any kind, including,
without  limitation,   any  association,   company,  cooperative,   corporation,
partnership,  trust, governmental  body, or  any other  form or  kind of entity;
'Prime Rate' means the  fluctuating rate per annum  which is publicly  announced
from  time to time  by Bank as being  its so-called 'prime  rate' or 'base rate'
thereafter in  effect,  with  each  change  in  the  Prime  Rate  automatically,
immediately,  and without notice  changing the Prime  Rate thereafter applicable
hereunder, it being  acknowledged that  the Prime  Rate is  not necessarily  the
lowest  rate of  interest then  available from  Bank on  fluctuating-rate loans;
'Proceeds' means  whatever  is  received  or  receivable  upon  sale,  exchange,
collection,  or other disposition of any  property or Proceeds, whether directly
or indirectly, and includes, without  limitation, the proceeds of any  casualty,
liability,  or title insurance  relating to any  such property and  any goods or
other property  returned after  any such  sale, exchange,  collection, or  other
disposition;  'Products'  means  property directly or indirectly resulting  from
any  manufacturing,  processing,  assembling,  or  commingling  of  any  goods',
'Receivable' means  any claim for or right to payment, however arising,  whether
classified as an Account, a General Intangible, or otherwise, whether contingent
or fixed, whether or not evidenced by any writing, and, if so evidenced, whether
evidenced  by  Chattel  Paper,  one  or more Instruments, or otherwise; 'Related
Writing' means this Agreement and any  indenture,  note,  guaranty,  assignment,
mortgage,   security  agreement,  subordination   agreement,  notice,  financial
statement, legal opinion, certificate, or other writing of any kind  pursuant to
which all or any part  of the  Bank Debt of Grantor is issued,  which  evidences
or  secures all  or any part  of  the  Bank  Debt of Grantor,  which governs the
relative rights and priorities of Bank and one or more other Persons to payments
made by, or the property of,  any Obligor,  which is delivered  to Bank pursuant
to another such writing, or which is otherwise delivered to Bank by or on behalf
of  any Person (or an  employee, officer,  auditor,  counsel,  or  agent  of any
Person) in respect of  or in connection with all  or any part  of the  Bank Debt
or  Grantor;  'Subject  Debt'  means,  collectively,  all  Bank  Debt created or
incurred by Grantor; 'Uncertificated Security' means  a share, participation, or
other interest in property or the enterprise of the  issuer or  an obligation of
the issuer which is (a)  not represented by  an  instrument and  the transfer of
which is registered upon books maintained for  that  purpose by or  on behalf of
the issuer; (b) of a type commonly dealt in on  securities exchanges or markets,
and (c) either one of a  class or series or by its terms divisible into a  class
or  series  of  shares,  participations,  interests,  or  obligations;  and  the
foregoing  definitions  shall  be  applicable  to  the respective plurals of the
foregoing defined terms.
 
3.  Representations and Warranties.  Grantor represents and  warrants to Bank as
follows:
 
          3.1. Existence.  Grantor  is  a  corporation  organized  and  in  good
     standing under Florida law.
          3.2. Taxpayer Identification and Legal Name. Grantor's social security
     or federal taxpayer identification number is 592209179. Except as set forth
     in  the Supplemental Schedule, if any, Grantor is not known among creditors
     by, and does not use or do business under, any name other than the name  of
     Grantor first set forth above.
 
          3.3.  Authority. Each  Person, if  any, executing  and delivering this
     Agreement on behalf of Grantor or any other Person has been duly authorized
     to do so, and  this Agreement is valid  and enforceable against Grantor  in
     accordance with its terms.

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3.4 Location of Chief Executive Office and Collateral. Grantor's chief executive
office  is located  at 780  South Apollo  Blvd., Atrium  One, Melbourne, Florida
32901
 
Grantor keeps all of Grantor's records  relating to the Collateral at  Grantor's
chief  executive office. All goods  in which Grantor has  any rights are kept at
Grantor's chief executive office, at the  other locations, if any, described  in
the  Supplemental  Schedule, if  any, to  this Agreement,  and, with  respect to
certain goods, at  such other  locations to which  Grantor is  entitled to  move
those goods pursuant to subsection 5.1.
 
3.5  Ownership. Grantor owns all of the  Collateral described in the most recent
financial statements  furnished by  Grantor  to Bank  or  in which  Grantor  has
thereafter  acquired any rights absolutely free from any assignment, attachment,
lease, license, mortgage, security  interest, or other lien,  and free from  any
other  claim, right,  or interest  of any kind,  except for  any in  favor of or
consented to  by Bank.  No  assignment, financing  statement, or  other  writing
(except  any  evidencing  any  lien  or  interest  expressly  permitted  by this
Agreement) describing  the Collateral  or any  part thereof  is on  file in  any
public office.
 
General  Provisions Applicable to All Collateral. The provisions of this section
4 shall apply with respect to all types of Collateral:
 
4.1 Further Assurance. Grantor will, at Grantor's expense, make and do all  such
acts  and things  (including, without  limitation, the  delivery to  Bank of any
Chattel Paper, Document, Instrument, or other writing of any kind the possession
of which perfects a  security interest therein)  as Bank may  from time to  time
require  for the better evidencing, perfection, protection, or validation of, or
realization of  the benefits  of, its  security interest.  Without limiting  the
generality  of  the foregoing,  Grantor will,  at  Grantor's expense,  upon each
request of  Bank, (a)  sign  and file  or permit  Bank  to file  such  financing
statements  and other writings as Bank may from time to time require and in such
public offices as  Bank may from  time to  time require, (b)  comply with  every
other  requirement deemed necessary  by Bank for the  perfection of its security
interest, (c)  execute  and  deliver  such  affidavits,  assignments,  financing
statements,  indorsements of specific items  of Collateral, mortgages, powers of
attorney, security agreements, and other writings, as Bank may from time to time
require, each in  form and  substance satisfactory to  Bank, and  (d) cause  all
applicable  certificates of  title (in  the case of  any motor  vehicle or other
chattels in which  Bank has been  granted a security  interest pursuant to  this
Agreement and which is subject to any certificate of title law) to be duly noted
with Bank's security interest and to be deposited with Bank. Without diminishing
or  impairing  any  obligation  of  Grantor  under  this  Agreement,  a  carbon,
photographic, or other reproduction of this  Agreement shall be sufficient as  a
financing statement.
 
4.2 Notice. Grantor will give Bank
 
       (a)  not less than seven (7) days'  prior written notice of any change in
       Grantor's name, in the location of  its chief executive office or in  the
       location  at which it keeps any records relating to the Collateral or any
       part thereof, or of  any other change in  circumstances which affects  or
       may  affect the continuing  efficacy of any  financing statement filed in
       respect of Bank's security  interest or the  continuing status of  Bank's
       security  interest as  the first priority  lien on the  Collateral or any
       part thereof.

       (b) immediate written notice  whenever any Person  other than Grantor  or
       Bank claims any lien or other right or interest of any kind in any of the
       Collateral, and

       (c)  immediate  written notice  whenever Grantor  acquires rights  in any
       Collateral that  is subject  to (i)  a treaty  or statute  of the  United
       States  which provides  for national  or international  registration or a
       national or international certificate of title or which specifies a place
       of filing different from that specified in the Uniform Commercial Code as
       in effect on the date hereof in the jurisdiction in which Bank's  banking
       office  is  located or  (ii) a  certificate of  title statute  of another
       jurisdiction under the law of which indication of a security interest  is
       required as a condition of perfection.
 
4.3 Records. Grantor will at all times keep accurate and complete records of the
Collateral.  Bank (or one or more Persons selected by Bank) shall have the right
at all reasonable times  to examine, inspect, and  make extracts from  Grantor's
books and records and to examine, appraise, and protect the Collateral.
 
4.4  Dispositions  and  Encumbrances. Grantor  will  not, without  in  each case
obtaining Bank's consent,

   (a) sell or  otherwise dispose  of any  Collateral or  any interest  therein,
   except  if and to the extent that  the sale or other disposition is expressly
   permitted by this Agreement or
   (b) suffer  or permit  any Collateral  (i) to  be or  become subject  to  any
   assignment, lease, attachment, mortgage, security interest, or other lien, or
   any  other claim, right, or interest of any  kind, except for any in favor of
   or consented to by Bank  or (ii) to be  described in any mortgage,  financing
   statement,  or  other writing,  except any  evidencing  any lien  or interest
   expressly permitted by this Agreement.
 
Special Provisions Applicable to Goods. The  provisions of this section 5  shall
apply  with  respect to  all goods  in which  Bank has  been granted  a security
interest pursuant to this Agreement.
 
5.1 Movement and Attachment to Real Property. Grantor will not suffer or  permit
any  goods in which Bank  has been granted a  security interest pursuant to this
Agreement to be moved from Grantor's chief executive office or the locations, if
any, described in the Supplemental Schedule,  if any, to this Agreement, as  the
location  of the  goods in  question on the  date hereof,  except if  and to the
extent that the goods are either inventory  being shipped to or from Grantor  in
the ordinary course of business or are mobile goods which are of a type normally
used  in more than  one jurisdiction and are  in fact so used  by Grantor in the
ordinary course of business. Grantor will not under any circumstances suffer  or
permit  any goods in which Bank has been so granted a security interest to be or
become a fixture without Bank's consent.
 
5.2 Maintenance of Goods, Taxes and Preservation Costs. Grantor will maintain in
good condition all  goods in  which Bank has  been granted  a security  interest
pursuant  to  this Agreement,  and will  pay  promptly all  assessments, levies,
taxes, and other charges  pertaining thereto, and  all repair, maintenance,  and
preservation  costs in respect thereof.  If Grantor does not  do so, the, and in
each such case, Bank shall have the right,  at its option, to pay the same,  and
Grantor will, on Bank's demand, reimburse Bank for all amounts Bank so pays.


5.3  Insurance. Grantor will at all times keep  all goods in which Bank has been
granted as  security  interest  under  so-called 'cause  of  loss  special form,
policies  of insurance issued by  such companies and in  such amounts (but in no
case less than the greater of the  full replacement value thereof or the  amount
necessary to prevent the operation of any applicable coinsurance policy shall be
deemed  to have been  made without any  representation or warranty  of any kind,
Grantor hereby assuming the  burden of ensuring that  each such issuer and  each
such  amount is adequate  for the protection  of Grantor and  all other Persons.
Grantor will cause each policy of insurance covering any goods in which Bank has
been granted a security interest pursuant  to this Agreement to (a) require  the
insurer  to give Bank written notice not less than thirty (30) days prior to any
cancellation, expiration, modification, or non-renewal  of the policy, (b)  have
attached  thereto  (i) a  lender's loss  payable endorsement  in favor  of Bank,
entitling Bank to  collect any  and all proceeds  payable under  the policy  and
providing  in  effect  that the  rights  and  interests of  Bank  thereunder are
independent of,  and  shall  not  be diminished  or  impaired  by,  any  action,
inaction,  or breach of  condition on the part  of Grantor and  (ii) a waiver of
abrogation endorsement, and (c) be otherwise in form and substance  satisfactory
to  Bank. Grantor will seasonably pay all premiums for the foregoing policies of
insurance and will cause the issuer of  each such policy to deliver an  original
counterpart  thereof  directly  to  Bank. Grantor  hereby  assigns  to  Bank any
returned or unearned premiums  due upon cancellation of  any such insurance  and
directs insurer to pay to Bank all amounts so due. All or any portion of amounts
received by Bank in payment of insurance losses or returned or unearned premiums
may,  at Bank's option, be applied to  the Subject Debt (with such allocation to
the respective parts thereof and the respective due dates thereof as Bank in its
sole discretion  may  from  time to  time  deem  advisable) or  to  the  repair,
replacement,  or restoration  of the  goods insured.  Grantor hereby irrevocably
appoints Bank as Grantor's attorney-in-fact  to adjust all insurance losses,  to
sign  all  applications, receipts,  releases,  and other  writings  necessary to
collect any such loss and any  returned or unearned premiums, to execute  proofs
of  loss, to make  settlements, to indorse  and collect any  check or other item
payable to Grantor  issued in  connection therewith, and  to apply  the same  to
payment  of  the Subject  Debt  as hereinbefore  provided.  If Grantor  does not
maintain insurance pursuant  to this subsection,  then, and in  each such  case,
Bank  shall have the right to obtain such insurance or obtain insurance covering
only Bank's interest, and, if Bank elects to do either, Grantor will, on  Bank's
demand, reimburse Bank for all amounts Bank expends in doing so.
 
4 Acquisition and Disposition of Inventory. Grantor will not

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    (a)  sell or other wise dispose of any  inventory, except that so long as no
    Default exists, Grantor  shall have  the right,  in the  ordinary course  of
    business  but not  otherwise, to  process and  sell inventory  for customary
    prices, provided, that  Grantor shall  immediately deposit  the proceeds  of
    each  such sale to the cash collateral account, if any then exists, pursuant
    to subsection  6.5, or,  if none  then exists,  to the  credit of  Grantor's
    general checking account with Bank or
 
    (b) permit any  goods in which  Bank has  been  granted a  security interest
    pursuant to this Agreement to be evidenced by any warehouse receipt or other
    document of  title  (other than  any  bill  of lading  or  similar  Document
    covering inventory that has been sold in accordance with this section) or by
    any lease, conditional sale agreement, or other Chattel Paper of any kind.
 
     6.  Special  Provisions Applicable  to Receivables.  The provisions of this
section 6 shall apply  with respect to  all Receivables in  which Bank has  been
granted a security interest pursuant to this Agreement:
 
         6.1  Notice:  Government Receivables;  Non-Accounts. Grantor  will give
         Bank immediate written notice whenever any Receivable (a) arises out of
         a contract with or order  from  the   United States of America  or  any
         department,  agency, instrumentality, or  political subdivision thereof
         or (b) does not take the form of an Account or is evidenced in whole or
         in part by Chattel Paper or any instrument.
 
         6.2 Collection of Receivables by Grantor. Subject to the provisions  of
         subsection  6.3. Grantor will  collect the Receivables  in the ordinary
         course of business for the benefit of both Bank and Grantor at no  cost
         or  expense  to  Bank.  Until  any  Default  shall  have  occurred  and
         thereafter unless  and until  Bank shall  have advised  Grantor to  the
         contrary,  Grantor  shall  have the  right  in the  ordinary  course of
         business, to  grant  such waivers  and  consents to,  enter  into  such
         compromises  with,  and  otherwise  deal with  the  Account  Debtors in
         respect of the Receivables  as Grantor in good  faith may from time  to
         time deem advisable.
 
         6.3  Direct Payment to Bank or Lockbox.  Bank shall have the right, (a)
         in the  event of  any  Default, to  instruct  the Account  Debtors,  at
         Grantor's  expense, to thereafter make their payments in respect of the
         Receivables directly to  Bank and  (b) in  any event,  by giving  prior
         notice to Grantor, from time to time to require Grantor to instruct the
         Account Debtors  thereafter to  mail their  payments to  a post  office
         lockbox  which Bank  shall maintain at  Grantor's expense  and to which
         only Bank shall have access.  Following Bank's exercise of either  such
         right,  Grantor will not,  without in each  case first obtaining Bank's
         consent, demand payment in  respect of any  Receivable, and if  Grantor
         shall  at any  time receive any  payment in respect  of any Receivable,
         Grantor will in  each case give  Bank prompt notice  thereof, hold  the
         amount so received in trust for the benefit of Bank, and promptly remit
         the  same  to Bank  in the  very form  in which  received but  with all
         necessary endorsements and assignments to facilitate Bank's  collection
         thereof.
 
         6.4  Authority of  Account Debtors. Grantor  irrevocably authorizes and
         directs each  Account Debtor  to  honor any  demand  by Bank  that  all
         payments  in respect of the Receivables  thereafter be paid directly to
         Bank. In each such case the  Account Debtor may continue directing  all
         such  payments to  Bank until  the Account  Debtor shall  have received
         written notice from Bank either that the Subject Debt has been paid  in
         full  or  that  Bank  no  longer  claims  a  security  interest  in the
         Receivables. No Account Debtor shall have any responsibility to inquire
         into Bank's  right  to  make  any  such  demand  or  to  follow  Bank's
         disposition of any moneys paid to Bank by the Account Debtor.
 
         6.5  Deposits. All  payments in respect  in respect  of the Receivables
         shall, at  Bank's option,  be deposited  either to  a checking  account
         maintained  by Grantor with Bank or  to a cash collateral account which
         shall bear no interest,  over which Bank shall  have sole dominion  and
         control,  and from which only Bank may withdraw funds, whichever option
         Bank shall from  time to time  elect by giving  Grantor written  notice
         thereof.  Bank shall  have no  responsibility to  ascertain whether any
         such payment is the  correct amount owing. Each  such deposit shall  be
         subject  to Bank's general rules and  regulations except to the extent,
         if any, inconsistent with this Agreement.
 
         6.6 Withdrawal and  Application of Funds.  Bank may from  time to  time
         withdraw  funds from the cash collateral account at will. Bank shall be
         under no obligation to withdraw funds from the cash collateral account,
         except that upon  each request of  Grantor, Bank shall,  if no  Default
         then exists, withdraw all such funds that are then collected. All funds
         so  withdrawn shall be applied to the  payment of the Subject Debt with
         such allocation to the respective parts thereof and the respective  due
         dates thereof as Bank in its sole discretion may from time to time deem
         advisable  (except that  so long as  no Default exists,  Bank shall not
         apply any such  withdrawal to  any Subject Debt  that is  not then  due
         without  first obtaining Grantor's consent).  If any funds so withdrawn
         and applied are recovered from Bank by any trustee in bankruptcy or any
         other  Person  or  are  discovered  not  to  have  been  collected  and
         collection  thereof is  denied to  Bank, Bank  shall have  the right to
         reverse any such application to the extent the funds are recovered from
         or not collected by Bank. Bank in its discretion may from time to  time
         release to Grantor (or to Grantor's order) any or any of the funds then
         held  in the cash  collateral account, but no  such release or releases
         shall commit  Bank  thereafter  to  make  any  further  or  other  such
         releases.
 
         6.7  Vouchers, Receipts, and  Indorsements. Bank shall  have full power
         and authority to  executed and  deliver such vouchers  and receipts  in
         respect of the Receivables, such endorsements of checks, and such other
         writings in respect of the foregoing as Bank may from time to time deem
         advisable.  In connection with the foregoing Bank shall have full power
         and authority  to  sign  Grantor's  signature  to  all  such  vouchers,
         receipts,  endorsements, and  other writings  whenever Bank  deems such
         action advisable.
 
         6.8 Verification of Receivables. Bank shall have the right, at any time
         and from  time to  time,  to arrange  for verification  of  Receivables
         directly  with Account Debtors  or by such other  methods as Bank shall
         deem advisable.
 
<PAGE>
     7. Maintenance and Defense of General Intangibles. Subject in each case  to
any security interest in favor of Bank and Bank's rights in respect thereof, and
further  subject to  section 6  governing Receivables,  Grantor will,  until any
Default shall have  occurred and  thereafter unless  and until  Bank shall  have
advised  Grantor to the contrary, without expense to Bank, maintain enforce, and
exercise Grantor's rights in all General Intangibles (except any which are of no
material value)  and  defend and  protect  those intangibles  against  dilution,
diminution in value, infringement, misappropriation, and unauthorized use.
 
     8.  Effects of Default. Bank shall at all time times have all of the rights
of secured  party under  the law  of the  jurisdiction in  which Bank's  banking
office  is located and, in  addition, if any Default  shall occur or commence to
exist, then, and in each such case, the following provisions shall apply:
 
         8.1 Possession of Goods and Records. Bank shall have the right to  take
         possession  of  all goods  in which  Bank has  been granted  a security
         interest pursuant to  this Agreement, or  such part of  those goods  as
         Bank  may from time to  time deem advisable, and  Grantor will, on each
         demand of Bank, assemble  and make available to  Bank at such place  or
         place  as Bank may reasonable require such of those goods as Bank shall
         designate. Grantor  will, on  Bank's  demand, deliver  to Bank  all  of
         Grantor's books and records in respect of the Collateral.
 
         8.2  Enforcement  of Rights.  Bank  shall have  the  right in  its sole
         discretion to enforce payment of the Receivables by suit or  otherwise,
         and   to  maintain  and  enforce  rights  in  respect  of  any  general
         Intangibles, but Bank shall  have no duty to  institute any suit or  to
         take  any other action or, having started any suit or the taking of any
         other action, to thereafter  continue the same. In  each case bank  may
         proceed with counsel of Bank's choosing.
 
         8.3  Exercise  of  Rights. Bank  shall  have  full power  and  right to
         exercise any and  all rights in  respect of the  Collateral as if  Bank
         were  the sole  beneficial owner  thereof and  may, without limitation,
         grant such waivers  and consents  to, and enter  into such  compromises
         with,  the Account  Debtors and  other Persons,  release (regardless of
         whether Bank receives any consideration  therefor) any security for  or
         any  account Debtor or other Person liable on any Receivable, and grant
         the Account Debtors and other Persons such other indulgences as Bank in
         good faith may from time to time deem advisable.
 
         8.4. Disposition.  Bank  shall have  the  right to  sell  or  otherwise
         dispose  of the Collateral or any  part thereof or any interest therein
         at any time or from time to time. Bank shall give Grantor not less than
         ten (10) days' prior notice of either the date after which any intended
         private sale is to be made or the time and place of any intended public
         sale, except  that  Bank  need give  no  such  notice in  the  case  of
         Collateral which Bank in good faith determines to be declining speedily
         in  value or which is customarily  sold on a recognized market. Grantor
         waives advertisement of any  such sale and (except  only to the  extent
         notice  is specifically required by the next preceding sentence) waives
         notice of any kind in respect of such sale. At any public sale Bank may
         purchase the Collateral  or any  part thereof  free from  any right  of
         redemption,  which right Grantor hereby waives. After deducting any and
         all fees, costs, and expenses (including, without limitation, the  fees
         and  disbursements of  legal counsel)  incurred in  assembling, taking,
         repairing,  storing,  and  selling   or  otherwise  disposing  of   the
         Collateral or any part thereof or any interest therein, Bank shall have
         the right to


                                       3



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<PAGE>


apply  the net proceeds of sale to the  Subject Debt with such allocation to the
respective parts thereon  and the respective  due dates thereof  as Bank in  its
sole  discretion may  from time  to time  deem advisable,  and Grantor  shall be
liable for any deficiency.
 
9. Power of Attorney. Grantor hereby irrevocably constitutes and appoints  Bank,
through  its employees and agents, with full power of substitution, as Grantor's
true and lawful attorney-in-fact, with  full irrevocable power and authority  in
the  place of Grantor and in the name of  Grantor or in Bank's own name, for the
purpose of carrying out the terms of this Agreement, to perform, at any time and
from time  to  time, each  agreement  contained in  this  Agreement that  is  on
Grantor's  part to  be complied  with, and to  take any  and all  actions and to
execute and deliver any and all writings which may be necessary or desirable  to
give Bank the full benefit of this Agreement, in each case as Bank may from time
to  time deem  advisable, Grantor  hereby agreeing that  Bank shall  owe no duty
whatever to Grantor to perform any such  agreement, to take any such action,  or
to  execute or  deliver any  such writing, or,  having done  so any  one or more
times, to thereafter continue doing so.  Without limiting the generality of  the
foregoing,  Grantor hereby revocably authorizes Bank,  at any time and from time
to time, to (a) fill in any blank space contained in this Agreement or any other
Related Writing,  (b) to  correct patent  errors, to  complete and  correct  the
description  of Collateral, and to complete the  date herein or therein, and (c)
to sign on Grantor's behalf and file, at Grantor's expense and without Grantor's
signature, such affidavits, assignments,  financing statements, indorsements  of
specific   items  of   Collateral,  mortgages,  powers   of  attorney,  security
agreements, and other writings as Bank may from time to time deem advisable  for
the  better evidencing, perfection, protection, or validation of, or realization
of the benefits of, the security interest granted pursuant to this Agreement.
 
10. Unconditional and Continuing Security Interest. Grantor's obligations  under
this  Agreement and the granting of a security interest to Bank pursuant to this
Agreement  and  unconditional  and   effective  immediately,  and  (except   for
obligations surviving indefinitely pursuant to section 16) those obligations and
the security interest so granted shall continue in full effect until the Subject
Debt shall have been paid in full and thereafter until Bank shall have delivered
to Grantor (or such other Person or Persons who Bank determines in good faith to
be entitled to the same) all Collateral (except any applied to the Subject Debt)
in  Bank's possession and  until each assignment,  financing statement, or other
writing describing the Collateral  or any part thereof  and naming Bank (or  its
successor  or assigns, if any) as assignee or secured party, as the case may be,
shall have been released  or terminated of  record as to  all of the  Collateral
therein  described, regardless of the lapse of time, regardless of the fact that
there may be a time or times when no Subject Debt is outstanding, regardless  of
any  act, omission, or course of dealing whatever on Bank's part, and regardless
of any other event, condition, or thing.
 
11. Grantor's Assent to Extensions,  Releases, and Settlements. With respect  to
the  Collateral, Grantor assents to any extension or postponement at the time of
payment thereof  or  any  other  indulgence  in  connection  therewith,  to  any
exchange,  release, replacement, or substitution  of Collateral, to any addition
or release  of any  Account Debtor,  to any  acceptance of  any partial  payment
thereon and to any adjustment, compromise, or settlement in respect thereof, all
in such manner and at such time or times as Bank shall deem advisable.
 
12.  Bank's Duties  Limited. Bank  shall have  no duty  as to  the collection or
protection of Collateral or any income therefrom, nor as to the preservation  of
rights  against  prior parties,  beyond the  safe custody  of any  Collateral in
Bank's possession. Bank shall have no liability for its delivery of any property
to any Person or Persons who Bank determines in good faith to be entitled to the
same.
 
13. No  Setoff. Grantor  hereby waives  any and  all now  existing or  hereafter
arising  rights  to recoup  or  offset any  obligation  of Grantor  under  or in
connection with this Agreement or any Related Writing against any claim or right
of Grantor against Bank.
 
14. Indemnity:  Administration,  Enforcement, and Termination; Interest. Grantor
will  reimburse  Bank, on Bank's demand from time to time, for any and all fees,
costs, and expenses (including,  without limitation,  the fees and disbursements
of legal  counsel)  incurred  by Bank in  administering  this  Agreement  and in
enforcing,  exercising,  or protecting  its rights under this Agreement or under
applicable law, or in attempting to do any of the foregoing. Grantor agrees that
if and when Bank's  security  interest shall have  terminated in accordance with
the  provisions of this  Agreement,  Grantor will, on Bank's demand from time to
time,  reimburse  Bank for any and all fees,  costs,  and  expenses  (including,
without  limitation,  the fees and  disbursements of legal counsel)  incurred by
Bank in releasing or terminating each assignment,  financing statement, or other
writing signed pursuant to this Agreement or in notifying Account Debtors of any
such release or  termination.  If any amount owning under this  Agreement is not
paid when due, then, and in each such case, Grantor shall pay, on Bank's demand,
interest  on that  amount  from the due  date  thereof  until  paid in full at a
fluctuating rate equal to four percent (4%) per annum plus the Prime Rate.
 
15. Waivers;  Remedies;  Application of Payments.  Bank may from time to time in
its  discretion  grant waivers and consents in respect of this  Agreement or any
other  Related  Writing or assent to  amendments  thereof,  but no such  waiver,
consent, or amendment shall be binding upon Bank business set forth in a writing
(which writing shall be narrowly construed) signed by Bank. No course of dealing
in respect of, nor any omission or delay in the  exercise of, any right,  power,
or privilege by Bank shall operate as a waiver thereof,  nor shall any single or
partial  exercise thereof preclude any other or other exercise thereof or of any
other,  as  each  such  right,  power,  or  privilege  may be  exercised  either
independently or concurrently with others and as often and in such order as Bank
may deem expedient.  Each right, power, or privilege specified or referred to in
this  Agreement  is in addition to and not in  limitation  of any other  rights,
powers,  and privileges  that Bank may otherwise have or acquire by operation of
law, by other  contract,  or  otherwise.  Bank shall be  entitled  to  equitable
remedies  with  respect  to  each  breach  or  anticipatory  repudiation  of any
provision of this  Agreement,  and Grantor hereby waives any defense which might
be asserted to bar any such equitable remedy. Bank shall have the right to apply
proceeds and payments in respect of the Subject Debt with such allocation to the
respective  parts thereof and the  respective due dates thereof as Bank its sole
discretion may from time to time deem advisable.
 
<PAGE>
16. Other Provisions. The  provisions of this Agreement  shall bind Grantor  and
Grantor's  executors, heirs,  successors, and assigns  and benefit  Bank and its
successors and  assigns.  Except  for  Grantor and  Bank  and  their  respective
successors  and assigns, there are no  intended beneficiaries of this agreement,
provided, that Bank shall  have the right, in  its discretion, to designate,  at
any  time  and  from  time  to  time,  one  or  more  Account  Debtors  as ended
beneficiaries of subsection 6.4. The provisions of sections 11 through 19,  both
inclusive,  shall survive the payment in full of the Subject Debt to termination
of the  security  interest  granted  pursuant to  this  Agreement.  The  several
captions to different sections and subsections of this  agreement  are  inserted
for  convenience  only  and  shall  be  ignored  in  interpreting the provisions
thereof.  Each  reference  to a  section includes a reference to all subsections
thereof (i.e.,  those having the same character or characters to the left of the
decimal point), except where the context clearly does  not  so  permit.  If  any
provision in this  Agreement shall be  or become  illegal  or  unenforceable  in
any case, then that provision  shall be  deemed defined  in that  case so  as to
be legal  and enforceable  to the maximum  extent  permitted  by  law while most
nearly preserving  its  original intent,  and in  the  case  the  illegality  or
unenforceability of  that provision  shall affect neither that  provision in any
other  case nor any other provision. Interest for any end period shall accrue on
the first day thereof  but  not on the last day thereof (unless the  last day is
the first day) and in  each case shall  be  computed the basis of a 360-day year
and the actual number of  days  in  the  period.  In  no  event  shall  interest
accrue at  a higher  rate  than  the maximum rate, if is permitted  by law. Bank
shall have  the right to furnish  to  its  Affiliates, and to such other Persons
as Bank shall deem advisable for the  conduct   of  its   business,  information
concerning  the  business,   financial  condition,  and property of Grantor, the
amount of the Bank Debt  of  Grantor,  and  the  terms,  conditions,  and  other
provisions applicable  to the  respective parts thereof. This Agreement shall be
governed by the law (excluding conflict  of  laws   ???s) of the jurisdiction in
which Bank's banking office is located.
 
17.  Integration.  This  Agreement  and,  to the  extent  consistent  with  this
Agreement, the other Related Writings, set forth the entire agreement of Grantor
and Bank as to its subject  matter,  and may not be  contradicted by evidence of
any  agreement or statement  unless made in a writing  (which  writing  shall be
narrowly construed) signed by Bank contemporaneously with or after the execution
and delivery of this Agreement.
 
18.  Notices  and  Other   Communications.   Each  notice,   demand,   or  other
communication,  whether  or not  received, shall be deemed to have been given to
Grantor whenever Bank shall have mailed a writing to that effect by certified or
registered mail to Grantor at Grantor's mailing address (or  any  other  address
of which  Grantor  shall have given Bank notice after the execution and delivery
of this Agreement);  however,  no other method of giving final notice to Grantor
is hereby precluded.  Each communication to be given to Bank shall be in writing
and shall be given to Bank's  Corporate  Banking  Department  at Bank's  banking
office (or any other  address  of which Bank shall have given  notice to Grantor
after the execution and delivery this  Agreement).  Grantor  hereby  assumes all
risk arising out of or in connection with each communication  given or attempted
by Grantor in  contravention  of this section. Bank shall be entitled to rely on
each communication believed in good faith by Bank to be genuine.

                                      4


<PAGE>

<PAGE>


19.  Jurisdiction  and  Venue;  Waiver   of  Jury  Trial.  Any  action,   claim,
counterclaim,  crossclaim, proceeding,  or suit,  whether at  law or  in equity,
whether sounding in tort, contract, or otherwise at any time arising under or in
connection with this Agreement or any other Related Writing, the administration,
enforcement, or negotiation of this Agreement  or any other Related Writing,  or
the  performance of  any obligation  in respect of  this Agreement  or any other
Related Writing (each such action, claim, counterclaim, crossclaim,  proceeding,
or  suit, an 'Action') may  be brought in any federal  or state court located in
the  city  in   which  Bank's   banking  office  is   located.  Grantor   hereby
unconditionally  submits to the  jurisdiction of any such  court with respect to
each such Action and  hereby waives any objection  Grantor may now or  hereafter
have  to the venue of any such Action brought in any such court. Grantor HEREBY,
AND EACH  HOLDER  OF  THE  Subject  Debt OR  ANY  PART  THEREOF,  KNOWINGLY  AND
VOLUNTARILY WAIVES JURY TRIAL IN RESPECT OF ANY Action.
 
                                          Grantor: Paravant Computer Systems Inc
 
                                          ______________________________________
  
                                          By: RICHARD P. MCNEIGHT
                                              ___________________
 
                                          Printed Name: Richard P. McNeight
                                                        ___________________

                                          Title: President
 
(complete only if required)               And  By   KEVIN J. BARTCZAK
                                                    ___________________

                                          Printed Name: Kevin J. Bartczak
                                                        _________________

                                          Title: Chief Financial Officer


<PAGE>