EXHIBIT 10.31

               COLLECTIVE AMENDED AND RESTATED SECURITY AGREEMENT

     THIS COLLECTIVE  AMENDED AND RESTATED SECURITY  AGREEMENT is furnished with
respect to that certain third  amendment dated as of August 24, 2001 (the "Third
Amendment") to that loan  agreement  dated as of April 18, 1997, as amended by a
First  Amendment  dated as of August 3, 1999 and a Second  Amendment dated as of
February  14,  2000,  as same may  hereafter  be  further  amended  or  modified
(collectively,  the "Loan Agreement"),  each among SANDSPORT DATA SERVICES, INC.
(the "Borrower"),  SANDATA,  INC.,  SANDATA HOME HEALTH SYSTEMS,  INC.,  SANTRAX
PRODUCTIVITY,  INC.,  SANDATA  SPECTRUM,  INC.  and  PRO-HEALTH  SYSTEMS,  INC.,
formerly   known  as  Sandata   Inteck,   Inc.,  and  SANTRAX   SYSTEMS,   INC.,
(collectively,  the  "Guarantors")  and HSBC BANK USA,  formerly known as Marine
Midland Bank (the "Bank") under which the Bank has made  available  loans to the
Borrower  in the  principal  amount of up to  $4,500,000.00.  The  Borrower  has
granted a security  interest in its equipment and related personal property more
specifically  defined as Collateral under the Equipment Security Agreement dated
April 18,  1997,  as amended by a  Collective  Amendment  and  Reaffirmation  of
Equipment  Security  Agreement  dated as of February 14, 2000.  The  undersigned
Guarantors  have each  guaranteed  the  obligations  due the Bank under the Loan
Agreement and have each secured such guaranty by granting a security interest in
the  respective  equipment  and related  property more  specifically  defined as
Collateral under the Equipment  Security  Agreements,  each dated April 18, 1997
(each such agreement together with the Borrower's  Equipment Security Agreement,
collectively,  the "Security  Agreements").  Unless  otherwise  defined  herein,
capitalized  terms used in this agreement have the meanings  assigned thereto in
the Security Agreements.

     In order to induce the Bank to enter into the Third Amendment  amending the
Loan  Agreement,  the  Security  Agreements  are hereby  amended by changing the
definition of Collateral and substituting the provisions  contained in Exhibit A
hereto in their entirety.  The Borrower and each of the Guarantors hereby agrees
that all terms, provisions and conditions of the Security Agreement as set forth
in Exhibit A are  incorporated  by  reference  herein and hereby  supersede  all
terms,  provisions  and  conditions of the original  security  agreement and the
Borrower and each  Guarantor  covenants and agrees to comply with and be subject
to all the  terms,  provisions  and  conditions  contained  in  Exhibit  A. Each
reference to Debtor in Exhibit A shall refer to the Borrower and each Guarantor,
jointly and severally.

     Each of the undersigned,  does hereby agree, certify, confirm, and reaffirm
with respect to that Security Agreement to which it is a party that:

     1)  The  Security  Agreements  were  validly  executed  on  behalf  of  the
undersigned and delivered to the Bank.

     2) The  Security  Agreements  are in full force and effect and there are no
defenses or offsets to the  obligations  of the  undersigned  under the Security
Agreements and there are no defaults under the Security Agreements.

     3) The entry into the Third  Amendment  to the Loan  Agreement  and related
documents  will not alter or impair the validity of the Security  Agreements  or
the continuing obligations of the undersigned under the Security Agreements.

     4)  The   Indebtedness  as  defined  in  and  secured  under  the  Security
Agreements, as amended above and reaffirmed hereby, will be secured and continue
to be secured by the Security Agreements.

     5) The  Collateral  as defined in the Security  Agreements,  as amended and
reaffirmed hereby will continue to secure the Indebtedness  after entry into the
Third Amendment to the Loan Agreement.

     6) The undersigned is in compliance with all of the terms and conditions of
the Security Agreements.

     This Agreement may be executed in one or more  counterparts,  each of which
shall be deemed an original.  Said counterparts shall constitute but one and the
same instrument and shall be binding upon each of the  undersigned  individually
as fully and completely as if all had signed but one instrument.

     IN WITNESS WHEREOF, the undersigned has hereunto executed this agreement as
of the date set forth below.

                                              SANDSPORT DATA SERVICES, INC.


Dated:  August 24, 2001                       By:/s/Bert E. Brodsky
                                                 Bert E. Brodsky
                                                 President


                                              SANDATA, INC.



                                              By:/s/Bert E. Brodsky
                                                 Bert E. Brodsky
                                                 President



                                              SANDATA HOME HEALTH
                                              SYSTEMS, INC.


                                              By:/s/Bert E. Brodsky
                                                 Bert E. Brodsky
                                                 President


                                              SANTRAX PRODUCTIVITY, INC.



                                              By:/s/Bert E. Brodsky
                                                 Bert E. Brodsky
                                                 President


                                              SANDATA SPECTRUM, INC.



                                              By:/s/Bert E. Brodsky
                                                 Bert E. Brodsky
                                                 President


                                              PRO-HEALTH SYSTEMS, INC.
                                              formerly known as
                                              Sandata Inteck, Inc.



                                              By:/s/Bert E. Brodsky
                                                 Bert E. Brodsky
                                                 President


                                              SANTRAX SYSTEMS, INC.



                                              By:/s/Bert E. Brodsky
                                                 Bert E. Brodsky
                                                 President

<PAGE>

EXHIBIT A

HSBC                                GENERAL SECURITY AGREEMENT
                                                  Dated As of August 24, 2001


NAME                                                 NO. AND STREET

CITY, VILLAGE OR TOWN              COUNTY              STATE
                                                                    (Debtor) and

                                          LENDING OFFICE, DEPARTMENT OR DIVISION
HSBC Bank USA                             Long Island Commercial

NO. AND STREET                              CITY             STATE
534 Broad Hollow Road                     Melville,             New York   11747
                                                                 (Secured Party)

agree as follows:

     1.  Security  Interest.  Debtor  hereby  grants to Secured Party a security
interest  (Security  Interest) in all property of the following types,  wherever
located and whether now/owned or hereafter owned or acquired by Debtor,  whether
or not affixed to realty,  in all Proceeds and Products  thereof in any form, in
all part,  accessories,  attachments,  special tools,  additions,  replacements,
substitutions and accessions thereto or therefor and in all increases or profits
received therefrom,  including WITHOUT LIMITATION, all property described in any
schedule from time to time  delivered by Debtor to Secured  Party:  All personal
and fixture  property of the Debtor wherever located and whether now owned or in
existence  or  hereafter  acquired  or created,  of every kind and  description,
tangible or intangible,  including without  limitation all furniture,  fixtures,
equipment, raw materials,  inventory, or other goods, accounts, contract rights,
rights to the payment of money,  insurance refund claims and all other insurance
claims  and  proceeds,  tort  claims,  chattel  paper,  documents,  instruments,
securities  entitlements,  securities  and other  investment  property,  deposit
accounts,  rights to proceeds  of letters of credit and all general  intangibles
including,  without limitation,  all tax refund claims,  licensee fees, patents,
patent   applications,   trademarks,   trademark   applications,   trade  names,
copyrights,  copyright  applications,   rights  to  sue  and  recover  for  past
infringement of patents, trademarks and copyrights,  computer programs, computer
software, engineering drawings, service marks, customer lists, goodwill, and all
licenses,  permits,  agreements,  of any kind or  nature  pursuant  to which the
Debtor  possesses,  uses or has  authority to possess or use  property  (whether
tangible or  intangible)  of the Debtor,  and all  recorded  data of any kind or
nature, regardless of the medium of recording including, without limitation, all
software,  writings, plans,  specifications and schematics. All terms shall have
the meaning ascribed by the Uniform Commercial Code. (Collateral).

     2. Indebtedness  Secured.  The Security Interest secures payment of any and
all indebtedness (Indebtedness) of Debtor to Secured Party, whether now existing
or hereafter  incurred,  of every kind and  character,  aired or  indirect,  and
whether such Indebtedness is from time to time reduced and thereafter increased,
or entirely extinguished and thereafter reincurred including without limitation:
(a)  Indebtedness  not yet  outstanding,  but contracted for, or with respect to
which any other commitment by Secured Party exists; (b) all interest provided in
any instrument, document, or agreement (including this Security Agreement) which
accrues on any Indebtedness  until payment of such Indebtedness in full; (c) any
moneys payable as hereinafter provided;  and (d) any debts owed or to be owed by
Debtor to others which Secured Party has obtained,  or may obtain, by assignment
or otherwise.

     3.  Representations  and  Warranties  of  Debtor.   Debtor  represents  and
warrants,  and, so long as this Security Agreement is in effect, shall be deemed
continuously  to  represent  and  warrant  that:  (a) Debtor is the owner of the
Collateral  free of all  security  interests or other  encumbrances,  except the
Security Interest and except as specified in an appropriate schedule hereto; (b)
Debtor is  authorized  to enter into this  Security  Agreement;  (c) any and all
tradenames,  division  names,  assumed  names or other names under which  Debtor
transacts  any part of its business are  specified  in an  appropriate  schedule
hereto, Debtor's business address and chief executive office are specified above
or on an  appropriate  schedule  hereto,  and Debtor's  records  concerning  the
Collateral are kept at one of the addresses  specified  above; (d) each Account,
General  Intangible  and Chattel  Paper  constituting  Collateral is genuine and
enforceable in accordance  with its terms against the party  obligated to pay it
(Account  Debtor),  and no Account  Debtor  has any  defense,  setoff,  claim or
counterclaim against Debtor which can be asserted against Secured Party, whether
in any  proceeding  to enforce  the  Collateral  or  otherwise;  (e) the amounts
represented  from  time to time by  Debtor  to  Secured  Party  as owing by each
Account  Debtor or by all Account  Debtors  will be and are the correct  amounts
actually  and   unconditionally   owing  by  such  Account   Debtor  or  Debtors
individually  and in the  aggregate,  except for  normal  cash  discounts  where
applicable;  (f) each  Instrument and each Document  constituting  Collateral is
genuine and in all respects what it purports to be; and (g) any Collateral which
is a Fixture is affixed to real property at Debtor's address  specified above or
as specified in an appropriate  schedule hereto, and such real property is owned
by Debtor or by the person or persons  named in such  schedule and is encumbered
only by the mortgage or mortgages listed on such schedule.

     4.  Covenants of Debtor.  So long as this Security  Agreement is in effect,
Debtor:

     (a) will defend the Collateral  against the claims and demands of all other
parties,   including,   without  limitation,   defenses,   setoff,   claims  and
counterclaims  asserted by any Account  Debtor  against Debtor or Secured Party,
except,  as to  Inventory,  purchasers  and  lessees in the  ordinary  course of
Debtor's business;  will keep the Collateral free from all security interests or
other  encumbrances  except the Security  Interest and except as specified in an
appropriate schedule hereto; and will not sell, transfer, lease, assign, deliver
or otherwise dispose of any Collateral or any interest therein without the prior
written consent of Secured Party,  except that, until the occurrence of an event
of  default  as  specified  in  paragraph  10  hereof,  Debtor may sell or lease
Inventory  in the  ordinary  course of Debtor's  business;  (b) will  furnish to
Secured Party financial statements in such form and at such intervals as Secured
Party shall request; will keep, in accordance with generally accepted accounting
principles  consistently  applied,  accurate  and  complete  books and  records,
including,  without  limitation,  records concerning the Collateral;  at Secured
Party's  request,  will mark any and all such books and records to indicate  the
Security  Interest,  will  permit  Secured  Party or its agents to  inspect  the
Collateral  and to audit and make  extracts  from or  copies  of such  books and
records and any of Debtor's ledgers, reports,  correspondence or other books and
records; and will duly account to Secured Party's satisfaction,  at such time or
times as Secured Party may require, for any of the Collateral;  (c) will deliver
to Secured Party upon demand, all Documents and all Chattel Paper (duly indorsed
to Secured Party)  constituting,  representing  or relating to the Collateral or
any part thereof,  and any schedules,  invoices,  shipping  documents,  delivery
receipts, purchase orders, contracts or other documents representing or relating
to the Collateral or any part thereof; (d) will notify Secured Party promptly in
writing of any change in Debtor's  business  address or chief executive  office,
any change in the address at which records  concerning  the  Collateral are kept
and any change in Debtor's name,  identity or corporate or other structure;  (e)
will not,  without Secured Party's  written  consent,  make or agree to make any
alteration,  modification or  cancellation  of or substitution  for, or credits,
adjustments or allowances  on,  Accounts,  General  Intangibles or Chattel Paper
constituting  Collateral;  will furnish to Secured Party, on request, all credit
and other information  respecting the financial condition of any Account Debtor;
and will notify  Secured Party  promptly of any default by any Account Debtor in
payment or other performance of obligations with respect to any Collateral;  (f)
will keep the  Collateral  in good  condition  and repair;  and will not use the
Collateral in violation of any  provisions of this  Security  Agreement,  of any
applicable  statute,  regulation  or  ordinance  or of any policy  insuring  the
Collateral;  (g) will pay all  taxes,  assessments  and other  charges  of every
nature  which  may be  imposed,  levied  or  assessed  against  Debtor or any of
Debtor's  assets prior to the date of  attachment of any penalties or liens with
respect thereto (other than liens  attaching  prior to payment  becoming due, if
payment is made when due),  provided,  however,  Debtor shall not be required to
pay any such tax,  assessment  or other  charge so long as its validity is being
contested in good faith by appropriate  proceedings  diligently  conducted;  (h)
will insure the Collateral  against risks, in coverage,  form and amount, and by
insurer,  satisfactory to Secured Party,  and, at Secured Party's request,  will
cause each  policy to be payable  to  Secured  Party as a named  insured or loss
payee,  as its interest may appear,  and deliver each policy or  certificate  of
insurance to Secured Party;  (I) will prevent the Collateral or any part thereof
from being or becoming an accession to other goods not covered by this  Security
Agreement; (j) in connection herewith, will execute and deliver to Secured Party
such financing  statements,  assignments  and other  documents and do such other
things relating to the Collateral and the Security Interest as Secured Party may
request,  and pay all costs of title searches and filing  financing  statements,
assignments  and other  documents  in all public  offices  requested  by Secured
Party; and will not, without the prior written consent of Secured Party, file or
authorize  or permit to be filed in any public  office any  financing  statement
naming Debtor as debtor and not naming Secured Party as secured party;  (k) will
not place the Collateral in any warehouse which may issue a negotiable  document
with respect  thereto;  (l) if Secured Party in its sole  discretion  and at any
time or  from  time  to  time  determines  that  the  liquidation  value  of the
Collateral has become  inadequate,  will  immediately on demand:  (I) deliver to
Secured Party additional  collateral of a kind and value satisfactory to Secured
Party,  or  (ii)  make  payments  of  Indebtedness,   sufficient  to  cause  the
relationship of the liquidation  value of Collateral to Indebtedness  (including
Indebtedness  for which a commitment to lend exists) to become  satisfactory  to
Secured Party;

     5. Verification of Collateral. Secured Party shall have the right to verify
all or any  Collateral  in any manner and through any medium  Secured  Party may
consider   appropriate,   and  Debtor  agrees  to  furnish  all  assistance  and
information  and perform any acts which  Secured Party may require in connection
therewith and to pay all of Secured Party's costs therefor.

     6. Notification and Payments. Before or after the occurrence of an event of
default,  Secured  Party may notify all or any Account  Debtors of the  Security
Interest  and may also  direct  such  Account  Debtors to make all  payments  on
Collateral to Secured  Party.  All payments on and from  Collateral  received by
Secured Party  directly or from Debtor shall be applied to the  Indebtedness  in
such  order and  manner and at such time as  Secured  Party  shall,  in its sole
discretion,  determine.  Secured Parry may demand of Debtor in writing before or
after  notification  to Account  Debtors and  without  waiving in any manner the
Security  Interest,  that any  payments on and from the  Collateral  received by
Debtor:  (a)  shall be held by Debtor  in trust  for  Secured  Party in the same
medium in which received; (b) shall not be commingled with any assets of Debtor:
and (c) shall be  delivered  to  Secured  Party in the form  received,  properly
indorsed to permit collection not later than the next business day following the
day of their  receipt,  and Debtor shall  comply with such demand.  Debtor shall
also promptly notify Secured Party of the return to or repossession by Debtor of
Goods  underlying  any  Collateral,  and Debtor shall hold the same in trust for
Secured Party and shall dispose of the same as Secured Party directs.

     7.  Registered  Holder  of  Collateral.   If  any  Collateral  consists  of
investment  securities,  Debtor authorizes Secured Party to transfer the same or
any part thereof into its own name or that of its nominee so that Secured  Party
or its nominee may appear of record as the sole owner thereof; provided, that so
long as no event of default has occurred,  Secured Party shall deliver  promptly
to Debtor all notices,  statements or other communications received by it or its
nominee as such  registered  owner,  and upon  demand and  receipt of payment of
necessary  expenses  thereof,  shall  give to Debtor or its  designee a proxy or
proxies to vote and take all action with respect to such  securities.  After the
occurrence of any event of default, Debtor waives all rights to be advised of or
to receive any notices,  statements or communications  received by Secured Party
or its nominee as such record  owner,  and agrees that no proxy or proxies given
by Secured  Party to Debtor or its designee as  aforesaid  shall  thereafter  be
effective.

     8. Income from and Interest on Collateral Consisting of Instruments.

     (a) Until the occurrence of an event of default,  Debtor reserves the right
to  receive  all  income  from  or  interest  on the  Collateral  consisting  of
Instruments,  and if Secured Party receives any such income or interest prior to
such event of default, Secured Party shall pay the same promptly to Debtor.

     (b) Upon the  occurrence of an event of default,  Debtor will not demand or
receive any income from or interest on such  Collateral  and if Debtor  receives
any such  income or  interest  without  any demand by it,  same shall be held by
Debtor in trust for Secured  Party in the same medium in which  received,  shall
not be  commingled  with any assets of Debtor and shall be  delivered to Secured
Party in the form received,  properly indorsed to permit  collection,  not later
than the next business day  following  the day of its receipt  Secured Party may
apply the net cash  receipts  from such  income or interest to payment of any of
the  Indebtedness  provided that Secured Party shall account for and pay over to
Debtor  any such  income or  interest  remaining  after  payment  in full of the
Indebtedness.

     9. Increases, Profits, Payments or Distributions.

     (a)  Whether or not an event of default  has  occurred,  Debtor  authorizes
Secured  Party:  (I) to receive  any  increase  in or profits on the  Collateral
(including,  without limitation, any stock issued as a result of any stock split
or dividend,  any capital  distributions  and the like), and to hold the same as
part of the  Collateral;  and (ii) to receive any payment or distribution on the
Collateral upon redemption by, or dissolution and liquidation of, the issuer, to
surrender such Collateral or any part thereof in exchange therefor;  and to hold
the net cash  receipts  from any such  payment  or  distribution  as part of the
Collateral.

     (b)  If  Debtor   receives  any  such   increase,   profits,   payments  or
distributions, Debtor will receive and deliver same promptly to Secured Party on
the same terms and  conditions  set forth in  paragraph  8(b) hereof  respecting
income or interest, to be held by Secured Party as part of the Collateral.

     10. Events of Default.

     (a) Any of the following  events or conditions shall constitute an event of
default  hereunder:   (I)  nonpayment  when  due,  whether  by  acceleration  or
otherwise, of principal or interest on any Indebtedness, or default by Debtor in
the performance of any obligation,  term or condition of this Security Agreement
or any other agreement  between Debtor and Secured Party; (ii) death or judicial
declaration of incompetency of Debtor, if an individual;  (iii) the filing by or
against  Debtor  of a  request  or  petition  for  liquidation,  reorganization,
arrangement, adjustment of debts, adjudication as a bankrupt, relief as a debtor
or other relief under the  bankruptcy,  insolvency or similar laws of the United
States or any state or  territory  thereof or any foreign  jurisdiction,  now or
hereafter in effect; (iv) the making of any general assignment by Debtor for the
benefit of creditors, the appointment of a receiver or trustee for Debtor or for
any assets of Debtor,  including,  without  limitation,  the  appointment  of or
taking  possession by a "custodian" as defined in the federal  Bankruptcy  Code;
the  making  of any,  or  sending  notice of any  intended,  bulk  sale;  or the
institution  by or  against  Debtor of any other type of  insolvency  proceeding
(under the federal  Bankruptcy  Code or  otherwise) or of any formal or informal
proceeding for the dissolution or liquidation  of,  settlement of claims against
or  winding  up of affairs of  Debtor;  (v) the sale,  assignment,  transfer  or
delivery of all or substantially  all of the assets of Debtor,  the cessation by
Debtor as a going business concern;  the entry of judgment against Debtor, other
than a judgment for which Debtor is fully insured,  if ten days  thereafter such
judgment is not  satisfied,  vacated,  bonded or stayed  pending  appeal;  or if
Debtor is generally not paying Debtor's debts as such debts become due; (vi) the
occurrence of any event  described in paragraph 10(a) (ii),  (iii),  (iv) or (v)
hereof with  respect to any Indore,  guarantor or any other party liable for, or
whose assets or any interest therein secures, payment of any Indebtedness (Third
Party),  or the occurrence of any such event with respect to any general partner
of  Debtor,  if  Debtor is a  partnership  (vii) if any  certificate,  statement
representation,  warranty or audit  heretofore  or hereafter  furnished by or on
behalf of Debtor or any Third  Party,  pursuant  to or in  connection  with this
Security Agreement, or otherwise (including, without limitations representations
and warranties contained herein), or as an inducement to Secured Party to extend
any credit to or to enter into this or any other  agreement with Debtor,  proves
to have been  false in any  material  respect  at the time as of which the facts
therein set forth were stated or certified,  or to have omitted any  substantial
contingent or  unliquidated  liability or claim against Debtor or any such Third
Party; or, if upon the date of execution of this Security Agreement, there shall
have been any  materially  adverse  change in any of the facts  disclosed by any
such certificate,  statement,  representation,  warranty or audit,  which change
shall not have been  disclosed  in writing  to Secured  Party at or prior to the
time of such execution; (viii) nonpayment by Debtor when due of any indebtedness
for borrowed  money owing to any Third  Party,  or the  occurrence  of any event
which could result in acceleration of payment of any such indebtedness; (ix) the
reorganization,  merger  or  consolidation  of  Debtor  (or  the  making  of any
agreement  therefor)  without the prior written  consent of Secured  Party;  (x)
Debtor's  failure to be Millennium  Compliant  (pending full  implementation  of
Debtor's plan to become Millennium  Compliant,  Debtor will not be considered in
default  under this  sub-paragraph  until such time as any of  Debtor's  Systems
begin to malfunction as a result of the coming or arrival of the year 2000);  or
(xi) if the Secured Party determines, in its sole discretion, that Debtor's plan
to  become   Millennium   Compliant  and/or  the   implementation   thereof  are
insufficient  to ensure that Debtor will be  Millennium  Compliant.

     (b) Secured Party, at its sole election, may declare all or any part of any
Indebtedness  not payable on demand to be  immediately  due and payable  without
demand or notice of any kind upon the  happening of any event of default  (other
than an event of default under either paragraph 10(a) (iii) or (iv) hereof),  or
if Secured  Party in good faith  believes that the prospect of payment of all or
any part of the Indebtedness or performance of Debtor's  obligations  under this
Security  Agreement or any other  agreement  now or hereafter in effect  between
Debtor and Secured Party is impaired.  All or any part of any  Indebtedness  not
payable on demand shall be immediately  due and payable without demand or notice
of any kind upon the happening of one or more events of default under  paragraph
10(a) (iii) or (iv) hereof. The provisions of this paragraph are not intended in
any way to affect any rights of Secured  Party with respect to any  Indebtedness
which may now or hereafter be payable on demand.

     (c) Secured  Party's  rights and remedies  with  respect to the  Collateral
shall be those of a Secured  Party under the Uniform  Commercial  Code and under
any other  applicable  law,  as the same may from time to time be in effect,  in
addition  to those  rights  granted  herein  and in any other  agreement  now or
hereafter in effect  between  Debtor and Secured  Party.  Upon the  existence or
occurrence of an event of default,  Secured Party may require Debtor to assemble
the  Collateral  and make it  available  to  Secured  Party at a place or places
designated  by  Secured  Party,  and  Secured  Party  may  use and  operate  the
Collateral.

     (d) Without in any way requiring  notice to be given in the following  time
and manner Debtor  agrees that any notice by Secured Party of sale,  disposition
or other intended action hereunder or in connection herewith whether required by
the Uniform Commercial Code or otherwise,  shall constitute reasonable notice to
Debtor if such notice is mailed by regular or certified mail,  postage  prepaid,
at least five (5) days prior to such  action,  to either of  Debtor's  addresses
specified above or to any other address which Debtor has specified in writing to
Secured  Party as the  address  to  which  notices  hereunder  shall be given to
Debtor.

     (e)  Debtor  agrees to pay on demand  all costs and  expenses  incurred  by
Secured  Party in  enforcing  this  Security  Agreement,  in  realizing  upon or
protecting any Collateral  and in enforcing and collecting any  Indebtedness  or
any guaranty thereof,  including,  without limitation,  if Secured Party retains
counsel for advice,  suit,  appeal,  insolvency or other  proceedings  under the
federal  Bankruptcy  Code or otherwise,  or for any of the above  purposes,  the
actual  attorney's's  fees  incurred  by  Secured  Party.  Payment  of all  sums
hereunder is secured by the Collateral.

     11. Miscellaneous.

     (a) Debtor hereby authorizes  Secured Party, at Debtor's  expense,  to file
such  financing  statement  or  statements  relating to the  Collateral  without
Debtor's  signature thereon as Secured Party at its option may deem appropriate,
and  appoints  Secured  Party as Debtor's  attorney-in-fact  (without  requiring
Secured Party) to execute any such financing statement or statements in Debtor's
name and to perform  all other acts which  Secured  Party deems  appropriate  to
perfect and continue the Security Interest and to protect,  preserve and realize
upon the  Collateral.  This  power of  attorney  shall  not be  affected  by the
subsequent disability or incompetence of Debtor.

     (b)  Secured  Party may  demand,  collect  and sue on any of the  Accounts,
Chattel  Paper,  Instruments  and  General  Intangibles  (in either  Debtor's or
Secured Party's name at the latter's option); may enforce, compromise, settle or
discharge such  Collateral  without  discharging  the  Indebtedness  or any part
thereof; and may indorse Debtor's name on any and all checks,  commercial paper,
and any other Instruments pertaining to or constituting  Collateral.

     (c) (I) As further security for payment of the Indebtedness,  Debtor hereby
grants to Secured Party a Security  Interest in and lien on any and all property
of Debtor which is or may  hereafter be in the  possession or control of Secured
Party in any  capacity  or of any Third Party  acting on its behalf,  including,
without limitation,  all deposit and other accounts and all moneys owed or to be
owed by  Secured  Party to  Debtor  and with  respect  to all of such  property,
Secured Party shall have the same rights hereunder as it has with respect to the
Collateral;  (ii) without  limiting any other right of Secured  Party,  whenever
Secured Party has the right to declare any  Indebtedness  to be immediately  due
and  payable  (whether  or not it has so  declared),  Secured  Party at its sole
election  may set off  against  the  Indebtedness  any  and all  moneys  then or
thereafter  owed to Debtor by Secured  Party in any capacity  whether or not the
Indebtedness  or the obligation to pay such moneys owed by Secured Party is then
due, and Secured Party shall be deemed to have  exercised  such right of set off
immediately at the time of such election even though any charge therefor is made
or entered on Secured Party's records subsequent thereto.

     (d) Upon Debtor's failure to perform any of its duties  hereunder,  Secured
Party  may,  but shall not be  obligated  to,  perform  any or all such  duties,
including,  without  limitation,  payment of taxes,  assessments,  insurance and
other  charges and expenses as herein  provided,  and Debtor shall pay an amount
equal to the cost thereof to Secured Party on demand by Secured  Party.  Payment
of all  moneys  hereunder  shall be secured  by the  Collateral.

     (e)  Unless  any  instrument,   document,   or  agreement   evidencing  any
Indebtedness  expressly  provides a rate for the accrual of interest  after such
Indebtedness  becomes due, the rate at which interest on such Indebtedness shall
accrue  after such  Indebtedness  becomes  due,  whether by reason of default or
otherwise  and  until  such  Indebtedness  is paid in  full,  shall  be the rate
provided  in  such  instrument,  document,  or  agreement  which  is  in  effect
immediately prior to such Indebtedness becoming due.

     (f) No course of dealing  between  Debtor and Secured Party and no delay or
omission by Secured  Party in exercising  any right or remedy  hereunder or with
respect to any  Indebtedness  shall operate as a waiver  thereof or of any other
right or remedy,  and no single or partial  exercise  thereof shall preclude any
other or further  exercise thereof or the exercise of any other right or remedy.
Secured Party may remedy any default by Debtor  hereunder or with respect to any
Indebtedness in any reasonable  manner without waiving the default  remedied and
without waiving any other prior or subsequent  default by Debtor. All rights and
remedies of Secured Party hereunder are cumulative.

     (g) Secured Party shall have no  obligation to take,  and Debtor shall have
the sole  responsibility for taking any and all steps to preserve rights against
any and all prior  parties  to any  Instrument  or  Chattel  Paper  constituting
Collateral whether or not in Secured Party's possession. Secured Party shall not
be  responsible  to Debtor for loss or damage  resulting  from  Secured  Party's
failure to enforce or collect any such  Collateral  or to collect any moneys due
or  to  become  due   thereunder.   Debtor  waives  protest  of  any  Instrument
constituting  Collateral at any time held by Secured Party on which Debtor is in
any way liable and waives notice of any other action taken by Secured Party.

     (h) Debtor authorizes  Secured Party,  without notice or demand and without
affecting Debtor's  obligations  hereunder,  from time to time: (I) to exchange,
enforce  or  release  any  collateral  or  any  part  thereof  (other  than  the
Collateral)  taken from any party for  payment of the  Indebtedness  or any part
thereof;  (ii) to release,  substitute  or modify any  obligation of any Indore,
guarantor  or other party in any way  obligated to pay the  Indebtedness  or any
part  thereof,  or any  party  who has given  any  security,  mortgage  or other
interest in any other Collateral as security for the payment of the Indebtedness
or any part  thereof;  (iii)  upon the  occurrence  of any event of  default  as
hereinabove  provided,  to direct  the order or  manner  of  disposition  of the
Collateral and any and all other  Collateral and the  enforcement of any and all
indorsements,  guaranties and other obligations  relating to the Indebtedness or
any part thereof as Secured Party, in its sole  discretion,  may determine;  and
(iv) to determine  how, when and what  application  of payments and credits,  if
any, shall be made on the Indebtedness or any part thereof.

     (i) The rights and benefits of Secured Party  hereunder  shall,  if Secured
Party so directs,  inure to any party acquiring any interest in the Indebtedness
or any part  thereof.

     (j)  Secured  Party and  Debtor as used  herein  shall  include  the heirs,
executors or administrators, or successors or assigns, of those parties.

     (k) If more than one Debtor  executes  this  Security  Agreement,  the term
"Debtor"  shall  include  each as well as all of  them  and  their  obligations,
warranties and representations hereunder shall be joint and several.

     (1) No  modification,  rescission,  waiver,  release  or  amendment  of any
provision  of this  Security  Agreement  shall  be  made,  except  by a  written
agreement  subscribed  by Debtor  and by a duly  authorized  officer  of Secured
Party.

     (m) This Security  Agreement and the transaction  evidenced hereby shall be
instructed  under the laws of New York State,  as the same may from time to time
be in effect.

     (n) All terms, unless otherwise defined in this Security  Agreement,  shall
have the  definitions  set forth in the Uniform  Commercial  Code adopted in New
York State, as the same may from time to time be in effect.

     (o) Debtor hereby  irrevocably  appoints  Secured Party the Debtor's  agent
with full power, in the same manner, to the same extent and with the same effect
as if Debtor were to do the same:  to receive and collect all mail  addressed to
Debtor,  to direct the place of delivery  thereof to any location  designated by
Secured Party;  to open such mail; to remove all contents  therefrom;  to retain
all contents thereof constituting or relating to the Collateral;  and to perform
all other acts which Secured Party deems  appropriate  to protect,  preserve and
realize upon the  Collateral.  The agency hereby  created is  unconditional  and
shall not terminate until all of the  Indebtedness is paid in full and until all
commitments  by  Secured  Party to lend  funds to Debtor  have  expired  or been
terminated.  This power of  attorney  shall not be  affected  by the  subsequent
disability or incompetence of Debtor.

     (p) This Security Agreement is and is intended to be a continuing  Security
Agreement  and shall remain in full force and effect until the officer in charge
of the Lending  Office,  Department or Division of Secured Party indicated above
shall  actually  receive  from  Debtor  written  notice  of its  discontinuance;
provided, however, this Security Agreement shall remain in full force and effect
thereafter until all of the Indebtedness outstanding, or contracted or committed
for (whether or not  outstanding),  before the receipt of such notice by Secured
Party,  and any  extensions  or renewals  thereof  (whether made before or after
receipt of such  notice),  together with  interest  accruing  thereon after such
notice,  shall be finally and irrevocably paid in full. If, after receipt of any
payment of all or any part of the Indebtedness,  Secured Party is for any reason
compelled  to  surrender  such  payment to any person or  entity,  because  such
payment is  determined  to be void or  voidable as a  preference,  impermissible
setoff,  or a diversion of trust funds,  or for any other reason,  this Security
Agreement shall continue in full force notwithstanding any contrary action which
may have been taken by Secured Party in reliance upon such payment, and any such
contrary  action so taken shall be without  prejudice to Secured  Party's rights
under this Security  Agreement and shall be deemed to have been conditioned upon
such payment having become final and irrevocable.

                                          DEBTOR:




                                    SCHEDULE

     1. Other encumbrances, if any (P. P. 3a, 4a): None

     2. Other names under which Debtor transacts business (P. 3c): None

     3. (a) Fixtures affixed to real property (P. 3g): None

        (b) Owner of such real property (P. 3g): None

        (c) Mortgages on real property (P. 3g): None

     4. Additional  schedules  describing  Collateral,  if any, follow hereafter

        (P.1). None