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EXHIBIT 10.32     Collateral Assignment, Patent Mortgage and Security
                  Agreement, dated October 23, 1996, by and between
                  Registrant and Silicon Valley Bank.


                     COLLATERAL ASSIGNMENT, PATENT MORTGAGE
                     --------------------------------------
                             AND SECURITY AGREEMENT
                             ----------------------

     This Collateral Assignment, Patent Mortgage and Security Agreement is made
as of October 23, 1996, by and between ELECTRONIC DESIGNS, INC., a Delaware
corporation ("Assignor"), and SILICON VALLEY BANK, a California banking
corporation ("Assignee").

                                    RECITALS
                                    --------

     A. Assignee has agreed to lend to Assignor certain funds (the "Loan"), and
Assignor desires to borrow such funds from Assignee pursuant to the terms of a
Loan and Security Agreement of even date herewith, as amended from time to time
(the "Loan Agreement").

     B. In order to induce Assignee to make the Loan, Assignor has agreed to
assign certain intangible property to Assignee for purposes of securing the
obligations of Assignor to Assignee.

NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

     1. ASSIGNMENT, PATENT MORTGAGE AND GRANT OF SECURITY INTEREST. As
collateral security for the prompt and complete payment and performance of all
of Assignor's present or future indebtedness, obligations and liabilities to
Assignee under the Loan Agreement, Assignor hereby assigns, transfers, conveys
and grants a security interest and mortgage to Assignee, as security, in and to
Assignor's entire right, title and interest in, to and under the following (all
of which shall collectively be called the "Collateral"):

     a)   Any and all copyright rights, copyright applications, copyright
          registrations and like protections in each work or authorship and
          derivative work thereof, whether published or unpublished and whether
          or not the same also constitutes a trade secret, now or hereafter
          existing, created, acquired or held, including without limitation
          those set forth on EXHIBIT A attached hereto (collectively, the
          "Copyrights");

     b)   Any and all trade secrets, and any and all intellectual property
          rights in computer software and computer software products now or
          hereafter existing, created, acquired or held;

     c)   Any and all design rights which may be available to Assignor now or
          hereafter existing, created, acquired or held;

     d)   All patents, patent applications and like protections including
          without limitation improvements, divisions, continuations, renewals,
          reissues, extensions and continuations-in-part of the same, including
          without limitation the patents and patent applications set forth on
          EXHIBIT B attached hereto (collectively, the "Patents");

     e)   Any trademark and servicemark rights, whether registered or not,
          applications to register and registrations of the same and like
          protections, and the entire goodwill of the business of Assignor
          connected with and symbolized by such trademarks, including without
          limitation those set forth on EXHIBIT C attached hereto (collectively,
          the "Trademarks");

     f)   Any and all claims for damages by way of past, present and future
          infringement of any of the rights included above, with the right, but
          not the obligation, to sue for and collect such damages for said use
          or infringement of the intellectual property rights identified above;


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     g)   All licenses or other rights to use any of the Copyrights, Patents or
          Trademarks, and all license fees and royalties arising from such use
          to the extent permitted by such license or rights;

     h)   All amendments, renewals and extensions of any of the Copyrights,
          Trademarks or Patents; and

     i)   All proceeds and products of the foregoing, including without
          limitation all payments under insurance or any indemnity or warranty
          payable in respect of any of the foregoing.

     THE INTEREST IN THE COLLATERAL BEING ASSIGNED HEREUNDER SHALL NOT BE
CONSTRUED AS A CURRENT ASSIGNMENT, BUT AS A CONTINGENT ASSIGNMENT TO SECURE
ASSIGNOR'S OBLIGATIONS TO ASSIGNEE UNDER THE LOAN AGREEMENT.

     2. AUTHORIZATION AND REQUEST. Assignor authorizes and requests that the
Register of Copyrights and the Commissioner of Patents and Trademarks record
this conditional assignment.

     3. COVENANTS AND WARRANTIES. Assignor represents, warrants, covenants and
agrees as follows:

     a)   Assignor is now the sole owner of the Collateral, except for
          non-exclusive licenses granted by Assignor to its customers in the
          ordinary course of business;

     b)   Performance of this Assignment does not conflict with or result in a
          breach of any agreement to which Assignor is party or by which
          Assignor is bound, except to the extent that certain intellectual
          property agreements prohibit the assignment of the rights thereunder
          to a third party without the licensor's or other party's consent and
          this Assignment constitutes an assignment;

     c)   During the term of this Assignment, Assignor will not transfer or
          otherwise encumber any interest in the Collateral, except for
          non-exclusive licenses granted by Assignor in the ordinary course of
          business or as set forth in this Assignment;

     d)   To its knowledge, each of the Patents is valid and enforceable, and no
          part of the Collateral has been judged invalid or unenforceable, in
          whole or in part, and no claim has been made that any part of the
          Collateral violates the rights of any third party;

     e)   Assignor shall promptly advise Assignee of any material change in the
          composition of the Collateral, including but not limited to any
          subsequent ownership right of the Assignor in or to any Trademark,
          Patent or Copyright not specified in this Assignment;

     f)   Assignor shall (i) protect, defend and maintain the validity and
          enforceability of the Trademarks, Patents and Copyrights, (ii) use its
          best efforts to detect infringements of the Trademarks, Patents and
          Copyrights and promptly advise Assignee in writing of material
          infringements detected and (iii) not allow any Trademarks, Patents or
          Copyrights to be abandoned, forfeited or dedicated to the public
          without the written consent of Assignee, which shall not be
          unreasonably withheld, unless Assignor determines that reasonable
          business practices suggest that abandonment is appropriate.

     g)   Except as Assignor reasonably determines is not necessary or
          appropriate in the management of its business, Assignor shall promptly
          register the most recent version of any of Assignor's Copyrights, if
          not so already registered, and shall, from time to time, execute and
          file such other instruments, and take such further actions as Assignee
          may reasonably request from time to time to perfect or continue the
          perfection of Assignee's interest in the Collateral;

     h)   This Assignment creates, and in the case of after acquired Collateral,
          this Assignment will create at the time Assignor first has rights in
          such after acquired Collateral, in favor of Assignee a valid and
          perfected first priority (except for Permitted Liens as such term is
          defined in the Loan Agreement) security interest in the Collateral in
          the United States securing the payment and 

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          performance of the obligations of Assignor to Assignee under the Loan
          Agreement upon making the filings referred to in clause (i) below;

     i)   To its knowledge, except for, and upon, the filing with the United
          States Patent and Trademark Office with respect to the Patents and
          Trademarks and the Register of Copyrights with respect to the
          Copyrights necessary to perfect the security interests and assignment
          created hereunder, and except as has been already made or obtained, no
          authorization, approval or other action by, and no notice to or filing
          with, any U.S. governmental authority or U.S. regulatory body is
          required either (i) for the grant by Assignor of the security interest
          granted hereby or for the execution, delivery or performance of this
          Assignment by Assignor in the U.S. or (ii) for the perfection in the
          United States or the exercise by Assignee of its rights and remedies
          hereunder;

     j)   All information heretofore, herein or hereafter supplied to Assignee
          by or on behalf of Assignor with respect to the Collateral is accurate
          and complete in all material respects.

     k)   Assignor shall not enter into any agreement that would materially
          impair or conflict with Assignor's obligations hereunder without
          Assignee's prior written consent, which consent shall not be
          unreasonably withheld. Assignor shall not permit the inclusion in any
          material contract to which it becomes a party of any provisions that
          could or might in any way prevent the creation of a security interest
          in Assignor's rights and interests in any property included within the
          definition of the Collateral acquired under such contracts, except
          that certain contracts may contain anti-assignment provisions that
          could in effect prohibit the creation of a security interest in such
          contracts.

     l)   Upon any executive officer of Assignor obtaining actual knowledge
          thereof, Assignor will promptly notify Assignee in writing of any
          event that materially adversely affects the value of any Collateral,
          the ability of Assignor to dispose of any Collateral or the rights and
          remedies of Assignee in relation thereto, including the levy of any
          legal process against any of the Collateral.

     4. ASSIGNEE'S RIGHTS. Assignee shall have the right, but not the
obligation, to take, at Assignor's sole expense, any actions that Assignor is
required under this Assignment to take but which Assignor fails to take, after
fifteen (15) days' notice to Assignor. Assignor shall reimburse and indemnify
Assignee for all reasonable costs and reasonable expenses incurred in the
reasonable exercise of its rights under this section 4.

     5. INSPECTION RIGHTS. Assignor hereby grants to Assignee and its employees,
representatives and agents the right to visit, during reasonable hours upon
prior reasonable written notice to Assignor, any of Assignor's plants and
facilities that manufacture, install or store products (or that have done so
during the prior six-month period) that are sold utilizing any of the
Collateral, and to inspect the products and quality control records relating
thereto upon reasonable written notice to Assignor and as often as may be
reasonably requested.

     6. Further Assurances; Attorney in Fact.
        ------------------------------------

     a)   On a continuing basis, Assignor will, except as Assignor reasonably
          determines is not necessary or appropriate in the management of its
          business, subject to any prior licenses, encumbrances and restrictions
          and prospective licenses, make, execute, acknowledge and deliver, and
          file and record in the proper filing and recording places in the
          United States, all such instruments, including appropriate financing
          and continuation statements and collateral agreements and filings with
          the United States Patent and Trademark Office and the Register of
          Copyrights, and take all such action as may reasonably be deemed
          necessary or advisable, or as requested by Assignee, to perfect
          Assignee's security interest in all Copyrights, Patents and Trademarks
          and otherwise to carry out the intent and purposes of this Collateral
          Assignment, or for assuring and confirming to Assignee the grant or
          perfection of a security interest in all Collateral.

     b)   Assignor hereby irrevocably appoints Assignee as Assignor's
          attorney-in-fact, with full authority in the place and stead of
          Assignor and in the name of Assignor, from time to time in Assignee's


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          discretion, to take any action and to execute any instrument which
          Assignee may deem necessary or advisable to accomplish the purposes of
          this Collateral Assignment, including:

          i)   To modify, in its sole discretion, this Collateral Assignment
               without first obtaining Assignor's approval of or signature to
               such modification by amending Exhibit A, Exhibit B and Exhibit C,
               thereof, as appropriate, to include reference to any right, title
               or interest in any Copyrights, Patents or Trademarks acquired by
               Assignor after the execution hereof or to delete any reference to
               any right, title or interest in any Copyrights, Patents or
               Trademarks in which Assignor no longer has or claims any right,
               title or interest; and

          ii)  To file, in its sole discretion, one or more financing or
               continuation statements and amendments thereto, relative to any
               of the Collateral without the signature of Assignor where
               permitted by law.

     7. EVENTS OF DEFAULT. The occurrence of any of the following shall
constitute an Event of Default under the Assignment:

     a)   An Event of Default occurs under the Loan Agreement; or

     b)   Assignor breaches any warranty or agreement made by Assignor in this
          Assignment and, as to any breach that is capable of cure, Assignor
          fails to cure such breach within five (5) days of the occurrence of
          such breach.

     8. REMEDIES. Upon the occurrence and continuance of an Event of Default,
Assignee shall have the right to exercise all the remedies of a secured party
under the California Uniform Commercial Code, including without limitation the
right to require Assignor to assemble the Collateral and any tangible property
in which Assignee has a security interest and to make it available to Assignee
at a place designated by Assignee. Assignee shall have a nonexclusive, royalty
free license to use the Copyrights, Patents and Trademarks to the extent
reasonably necessary to permit Assignee to exercise its rights and remedies upon
the occurrence of an Event of Default. Assignor will pay any expenses (including
reasonable attorneys' fees) incurred by Assignee in connection with the exercise
of any of Assignee's rights hereunder, including without limitation any expense
incurred in disposing of the Collateral. All of Assignee's rights and remedies
with respect to the Collateral shall be cumulative.

     9. INDEMNITY. Assignor agrees to defend, indemnify and hold harmless
Assignee and its officers, employees, and agents against: (a) all obligations,
demands, claims, and liabilities claimed or asserted by any other party in
connection with the transactions contemplated by this Agreement, and (b) all
losses or expenses in any way suffered, incurred, or paid by Assignee as a
result of or in any way arising out of, following or consequential to
transactions between Assignee and Assignor under this Assignment which result
from any breach or failure to perform by Assignor of any representation,
warranty, covenant or agreement of Assignor contained in this Assignment;
including without limitation in each case with respect to (a) and (b) reasonable
attorneys fees and expenses, but excluding in the case of (a) and (b) all
obligations, demands, claims, liabilities, Bank Expenses and losses caused by
Bank's gross negligence or willful misconduct.

     10. REASSIGNMENT. At such time as Assignor shall completely satisfy all of
the obligations secured hereunder, Assignee shall execute and deliver to
Assignor all deeds, assignments and other instruments as may be necessary or
proper to revest in Assignor full title to the property assigned hereunder,
subject to any disposition thereof which may have been made by Assignee pursuant
hereto.

     11. COURSE OF DEALING. No course of dealing, nor any failure to exercise,
nor any delay in exercising any right, power or privilege hereunder shall
operate as a waiver thereof.

     12. ATTORNEYS' FEES. If any action relating to this Assignment is brought
by either party hereto against the other party, the prevailing party shall be
entitled to recover reasonable attorneys' fees, costs and disbursements.


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     13. AMENDMENTS. This Assignment may be amended only by a written instrument
signed by both parties hereto.

     14. COUNTERPARTS. This Assignment may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute the same instrument.

     15. CALIFORNIA LAW AND JURISDICTION; JURY WAIVER. This Assignment shall be
governed by the laws of the State of California, without regard for choice of
law provisions. Assignor and Assignee consent to the exclusive jurisdiction of
any state or federal court located in Santa Clara County, California. ASSIGNOR
AND ASSIGNEE EACH WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE LOAN AGREEMENT, THIS
ASSIGNMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS.

     IN WITNESS WHEREOF, the parties hereto have executed this Assignment on the
day and year first above written.



Address of Assignor:                         ASSIGNOR:


One Research Drive                           ELECTRONIC DESIGNS, INC.
Westborough, MA 01581


Attn:  Frank Edwards                         By:
                                                ---------------------------    
                                             Title:
                                                  -------------------------  



Address of Assignee:                         ASSIGNEE:

40 William Street, Suite 350                 SILICON VALLEY BANK
Wellesley, MA  02181

Attn:  Jane Braun                            By:
                                                ---------------------------
                                             Title:
                                                   ------------------------

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