EXHIBIT 10.17

                                     FORM OF
                               SECURITY AGREEMENT

-------------------------------                    --------------------- , 199_
(Banking Office)

      FOR  VALUE  RECEIVED,  and in order to  induce  THE BANK OF NEW YORK  (the
"Bank"),  in its  discretion,  to make loans or otherwise  extend  credit at any
time,  and from time to time to, or at the  request  of,  the  undersigned  (the
"Debtor"),  whether  the  loans or  credit  so  extended  shall be  absolute  or
contingent,  the Debtor  (jointly  and  severally,  if more than one and whether
executing the same or separate  instruments) grants to the Bank, as security for
all present or future  obligations  or  liabilities  of any and all kinds of the
Debtor  to it,  whether  incurred  by the  Debtor as  maker,  indorser,  drawer,
acceptor,  guarantor,  accommodation party, counterparty,  purchaser,  seller or
otherwise,  whether  due or to become  due,  secured or  unsecured,  absolute or
contingent,  joint and/or several,  and howsoever or whensoever  acquired by the
Bank including interest accruing thereon before or after the commencement of any
insolvency, bankruptcy or reorganization proceeding of the Debtor whether or not
such interest is an allowable  claim in any proceeding and  irrespective  of the
discharge or release of the Debtor in such proceeding (all of which are referred
to collectively as the  "Obligations"),  a security  interest in and a lien upon
all  personal  property and fixtures of the Debtor or in which the Debtor has an
interest wherever located and whether now or hereafter  existing or now owned or
hereafter  acquired  and whether or not subject to the Uniform  Commercial  Code
(the "Code")  specified in Schedule A hereto,  and also  including all interest,
dividends  and  other  distributions  thereon  paid  and  payable  in cash or in
property,  and all  replacements and  substitutions  for, and all accessions and
additions  to, and all products and  proceeds of, all of the  foregoing  (all of
which are referred to as the "Collateral").

      The Debtor  agrees to deliver to the Bank  whenever  called for by it such
additional  collateral  security of a kind and of a market value satisfactory to
the  Bank,  so that  there  will,  at all  times,  be with the Bank a margin  of
security for the payment of all  Obligations  which shall be satisfactory to it.
In addition to the Bank's security  interest in the  Collateral,  it shall have,
and the Debtor hereby grants to the Bank, a security interest and a lien for all
the Obligations in and upon any personal  property of the Debtor or in which the
Debtor may have an interest  which is now or may at any time hereafter come into
the  possession  or control  of the Bank,  or of any third  party  acting on its
behalf,  whether for the express purpose of being used by the Bank as collateral
security  or held in custody or for any other or  different  purpose,  including
such personal  property as may be in transit by mail or carrier for any purpose,
or covered or affected by any documents in the Bank's possession or control,  or
in the  possession  or control  of any third  party  acting on its behalf  (said
additional  personal  property  is also  referred to as the  "Collateral").  The
Debtor hereby authorizes the Bank in its discretion, at any time, whether or not
the Collateral is deemed by it adequate,  to  appropriate  and apply upon any of
the  Obligations,  whether or not due, any of such property of the Debtor and to
charge any of the Obligations against any balance of any account standing to the
credit of the Debtor on the books of the Bank.

      Upon  failure of the Debtor to pay any  Obligation  when  becoming or made
due, in accordance with its terms, the Bank shall have, in addition to all other
rights and remedies  allowed by law, the rights and remedies of a secured  party
under the Code and, without  limiting the generality of the foregoing,  the Bank
may  immediately,  without demand of performance and without notice of intention
to sell or otherwise dispose of or of time or place of sale or other disposition
or of  redemption  or other notice or demand  whatsoever  to the Debtor,  all of
which, to the extent permitted by law, are hereby expressly waived,  and without
advertisement,  (a) sell at public or private sale, grant options to purchase or
otherwise  realize upon,  in the State of New York,  or elsewhere,  the whole or
from time to time any part of the  Collateral  upon  which the Bank shall have a
security  interest or lien as  aforesaid,  or any interest  which the Debtor may
have therein, and (b) exercise any and all rights, options,  powers, benefits or
privileges  given  to  the  Bank  upon  any  life  insurance  policies  held  as
Collateral.  After  deducting  from  the  proceeds  of any  such  sale or  other
disposition  of the  Collateral  all  expenses  (including,  but not limited to,
reasonable  attorneys' fees and expenses and other expenses as set forth below),
the Bank shall apply the residue of such  proceeds  toward the payment of any of
the  Obligations,  in such order as the Bank shall elect,  the Debtor  remaining
liable for any deficiency,  plus interest  thereon,  remaining unpaid after such
application. If notice of any sale or other disposition is required by law to be
given, the Debtor hereby agrees that a notice sent at least five days before the
time of any intended  public sale or of the time after which any private sale or
other disposition of the Collateral is to be made, shall be reasonable notice of
such  sale or  other  disposition.  The  Debtor  also  agrees  to  assemble  the
Collateral at such place or places as the Bank designates by written notice.


<PAGE>

      At any  such  sale or  other  disposition  the  Bank or any  other  person
designated  by the  Bank  may  itself  purchase  the  whole  or any  part of the
Collateral  sold,  free from any right of  redemption on the part of the Debtor,
which right, to the extent permitted by law, is hereby waived and released.

      The Bank may, without any notice to the Debtor, in its discretion, whether
or not any of the Obligations are due, in its name or in the name of the Debtor,
demand,  sue for,  collect  and  receive  any money or property at any time due,
payable  or  receivable  on  or  on  account  of or in  exchange  for,  and  may
compromise,  settle or extend  the time of  payment  of,  any of the  demands or
obligations  represented by any of the Collateral,  and may also exchange any of
the Collateral for other property upon the  reorganization,  recapitalization or
other  readjustment of the issuer,  maker or other person who is obligated on or
otherwise  has  liabilities  with respect to the  Collateral,  and in connection
therewith  may deposit any of the  Collateral  with any  committee or depositary
upon such  terms as the Bank may in its  discretion  deem  appropriate,  and the
Debtor does hereby  constitute and appoint the Bank the Debtor's true and lawful
attorney to compromise,  settle or extend payment of said demands or obligations
and exchange  such  Collateral as the Debtor might or could do  personally;  all
without  liability or  responsibility  for action herein authorized and taken or
not taken in good faith.  The Bank is entitled at any time in its  discretion to
notify an account debtor or the obliger on any instrument to make payment to it,
regardless of whether or not the Debtor had been previously  making  collections
on the  Collateral,  and the Bank may take control of any proceeds of any of the
Collateral.  Upon  request of the Bank,  the Debtor  shall  receive and hold all
proceeds  of the  Collateral  in  trust  for  the  Bank  and not  commingle  any
collections  with any of its own funds and immediately  deliver such collections
to the Bank.

      The Debtor agrees that the Collateral  secures,  and further agrees to pay
on demand, all expenses  (including,  but not limited to, reasonable  attorneys'
fees and  expenses  and costs of any  insurance  and  payment  of taxes or other
charges) of, or incidental  to, the custody,  care,  sale or  collection  of, or
realization  upon,  any  of  the  Collateral  or in  any  way  relating  to  the
enforcement  or protection of the rights of the Bank  hereunder,  whether or not
litigation is commenced.

      The Debtor  agrees to mark its books and records as the Bank shall request
in order to reflect the rights of the Bank granted herein,  and the Bank may, in
its sole discretion, take possession of the Collateral at any time, either prior
to or subsequent to a default under any of the Obligations. The Debtor agrees to
maintain such insurance on the Collateral as the Bank may require. The Bank may,
without any notice to the Debtor,  in its  discretion,  and for its own benefit,
lend,  use,  transfer  or  repledge  to any  third  party all or any part of the
Collateral  by itself or  commingled  with the  property  of others,  in bulk or
otherwise.  The Bank may,  without  any notice to the  Debtor,  sell,  assign or
transfer any of the Obligations and the Bank's rights and duties hereunder,  and
may deliver the Collateral,  or any part thereof,  to the assignee or transferee
of any of the  Obligations,  who  shall  become  vested  with  all  the  rights,
remedies,  powers,  security  interests  and liens  herein  given to the Bank in
respect thereto;  and the Bank shall thereafter be relieved and fully discharged
from any liability or responsibility in the premises.

      The Bank  may,  without  any  notice  to the  Debtor,  in its  discretion,
transfer,  or cause to be transferred,  all or any part of the Collateral to its
name, or to the name of its nominee,  vote the  Collateral so  transferred,  and
receive income and make or receive  collections,  including  money,  thereon and
hold said  income  and  collections  as  Collateral  or apply  said  income  and
collections  to any of the  Obligations,  the  manner  and  distribution  of the
application to be made as the Bank shall elect.

      Calls for  Collateral,  demand for  payment or notice to the Debtor may be
given by leaving same at the address given below or any other address  hereafter
filed with the Bank,  or by mailing same to such address with the same effect as
if delivered  personally.  Such notice given in the manner herein provided shall
be  effective  whether or not received by the Debtor.  The Debtor  agrees not to
change its name, any of its places of business, remove any records of the Debtor
relating to any of the Collateral or move any of the  Collateral  without giving
the Bank thirty days prior written notice.


<PAGE>

      With  respect to the  Collateral,  the Bank shall be under no duty to send
notices,  perform  services,  exercise  any rights of  collection,  enforcement,
conversion or exchange, vote, pay for insurance,  taxes or other charges or take
any action of any kind in connection  with the  management  thereof and its only
duty with respect  thereto  shall be to use  reasonable  care in its custody and
preservation  while  in its  possession,  which  shall  not  include  any  steps
necessary to preserve,  obtain,  secure or acquire rights or property against or
from any parties.

      The Debtor  authorizes the Bank, at the Debtor's  expense,  to file one or
more  financing  statements  and  amendments  thereto  to perfect  the  security
interests granted herein,  without the Debtor's signature  thereon,  and to take
all actions  necessary  to perfect  (whether by filing,  possession,  control or
otherwise) its security  interest in the Collateral  under any applicable law or
regulation and the Debtor agrees to do, file, record,  make, execute and deliver
all such acts, deeds,  things,  agreements,  notices,  instruments and financing
statements as the Bank may request in order to perfect and enforce the rights of
the Bank herein.

      If at any time it is  necessary in the opinion of counsel to the Bank that
any or all of the securities  held as Collateral  (the "Pledged  Securities") be
registered  under the Securities  Act of 1933, as amended,  or that an indenture
with respect  thereto be qualified  under the Trust  Indenture  Act of 1939,  as
amended,  in  order to  permit  the sale or  other  disposition  of the  Pledged
Securities,  the Debtor  shall at the Bank's  request  and at the expense of the
Debtor use the best efforts of the Debtor promptly to cause the  registration of
the Pledged  Securities and the  qualification of such indenture and to continue
such  registration and qualification  under such laws and in such  jurisdictions
and for as long as deemed appropriate by the Bank.

      The Debtor  hereby  authorizes  the Bank to date this  agreement as of the
date of the granting of any Obligation  secured hereby and to complete any blank
space herein  (including any schedule hereto)  according to the terms upon which
said Obligation was granted.

      This  agreement may not be amended,  or compliance  with its terms waived,
orally or by course of dealing,  but only by a writing  signed by an  authorized
officer of the Bank.

      No  failure  on the  part  of the  Bank  to  exercise,  and  no  delay  in
exercising,  any  right,  remedy or power  hereunder  shall  operate as a waiver
thereof,  nor shall any  single or  partial  exercise  by the Bank of any right,
remedy or power hereunder  preclude any other or future exercise  thereof or the
exercise of any other right, remedy or power.

      Each and every  right,  remedy  and power  hereby  granted  to the Bank or
allowed it by law or other  agreement  shall be cumulative  and not exclusive of
any other right,  remedy or power,  and may be exercised by the Bank at any time
and from time to time.

      This agreement may be assigned by the Bank and its benefits shall inure to
the successors, indorsees and assigns of the Bank.

      This  agreement  shall be construed  and  interpreted,  and all rights and
obligations  hereunder  shall be determined,  in accordance with the laws of the
State of New York without regard to principles of conflict of laws.

      Unless otherwise  defined or the text otherwise  requires,  all terms used
herein shall have the meanings specified in the Code.

      Every provision of this agreement is intended to be severable; if any term
or provision of this agreement shall be invalid,  illegal or  unenforceable  for
any  reason  whatsoever,  the  validity,  legality  and  enforceability  of  the
remaining  provisions  hereof  shall  not in any  way be  affected  or  impaired
thereby.


<PAGE>

      Any notice to the Bank shall be  effective  only upon  receipt by the Bank
and if directed  to the Bank at its banking  office set forth above or any other
address hereafter specified by written notice from the Bank to the Debtor.

      The Debtor represents and warrants that at the time the Collateral becomes
subject to the Bank's security  interest,  the Debtor shall be the sole owner of
and fully  authorized  and able to sell,  transfer,  pledge and/or grant a first
priority  security  interest in the  Collateral  to the Bank and the  Collateral
shall be free and clear of all other claims, liens, charges,  security interests
and  encumbrances  except  as  permitted  in  writing  by the Bank.  The  Debtor
represents and warrants to the Bank that any  information  furnished to the Bank
regarding the  Collateral is true and correct on the date hereof and is complete
in all material respects.

IF THE DEBTOR IS A CORPORATION:

      The Debtor  represents and warrants that the Debtor is a corporation  duly
organized,  validly existing and in good standing under the laws of the state of
its  incorporation;  that  the  execution,  delivery  and  performance  of  this
agreement are within the Debtor's corporate powers and have been duly authorized
by all  necessary  action of its board of directors and  shareholders;  and that
each person  executing  this  agreement has the authority to execute and deliver
this agreement on behalf of the Debtor.

IF THE DEBTOR IS A LIMITED LIABILITY COMPANY:

      The Debtor  represents and warrants that the Debtor is a limited liability
company duly organized,  validly existing and in good standing under the laws of
the state of its  organization;  that the execution  delivery and performance of
this  agreement  are  within  the  Debtor's  company  powers  and have been duly
authorized  by all  necessary  action  of its  members;  and  that  each  person
executing this agreement has the authority to execute and deliver this agreement
on behalf of the Debtor.

IF THE DEBTOR IS A PARTNERSHIP:

      The Debtor  represents and warrants that the Debtor is a partnership  duly
formed under the laws of the state of its formation, that the execution delivery
and performance of this agreement are within the Debtor's partnership powers and
have been duly  authorized  by all  necessary  action of its partners and do not
contravene the  provisions of its  partnership  agreement;  and that each person
executing this agreement has the authority to execute and deliver this agreement
on behalf of the Debtor.

      THE DEBTOR SUBMITS TO THE JURISDICTION OF STATE AND FEDERAL COURTS LOCATED
IN THE CITY AND STATE OF NEW YORK IN  PERSONAM  AND AGREES  THAT ALL ACTIONS AND
PROCEEDINGS RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT SHALL BE LITIGATED
ONLY IN SAID COURTS OR IN COURTS  LOCATED  ELSEWHERE  AS THE BANK MAY SELECT AND
THAT SUCH COURTS ARE CONVENIENT  FORUMS AND WAIVES PERSONAL  SERVICE UPON IT AND
CONSENTS TO SERVICE OF PROCESS  OUT OF SAID COURTS BY MAILING A COPY  THEREOF TO
IT BY REGISTERED OR CERTIFIED MAIL.


<PAGE>

      THE  DEBTOR AND THE BANK WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING  BASED  UPON,  ARISING  OUT  OF OR IN ANY  WAY  CONNECTED  WITH  THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


NAME OF GUARANTOR:                ,     In ADDRESS OF GUARANTOR




SIGNATURE OF DEBTOR
OR AUTHORIZED SIGNER:
If Authorized Signer
Name:
Title:


SIGNATURE OF DEBTOR
OR AUTHORIZED SIGNER:
If Authorized Signer
Name:
Title:

                   [SCHEDULE A ON FOLLOWING PAGE MUST BE COMPLETED]


<PAGE>


                                   SCHEDULE A

                                       TO

                               SECURITY AGREEMENT

                                   EXECUTED BY


                                (Name of Debtor)

      Property  specifically included as "Collateral" for purposes of the within
Security Agreement.

      All  personal  property  and fixtures of the Debtor or in which the Debtor
has an interest,  in each case whether now or hereafter existing or now owned or
hereafter  acquired and whether subject to the Uniform Commercial Code including
all goods, money, instruments,  accounts, farm products,  inventory,  equipment,
documents, chattel paper, securities and general intangibles (other than any and
all copyrights,  trademarks, service marks, patents and other similar rights and
interests of the Debtor) and all  interest,  dividends  and other  distributions
thereon  paid and  payable  in cash or in  property;  and all  replacements  and
substitutions  for, and all  accessions  and  additions to, and all products and
Proceeds of, all of the foregoing.

As used herein the term  Proceeds  shall have the meaning set forth in Article 9
of the Uniform Commercial Code and, to the extent not otherwise included,  shall
include,  but not be limited  to,  (i) any and all  proceeds  of any  insurance,
causes  and  rights  of action  or  settlements  thereof,  escrowed  amounts  or
property,  judicial and arbitration judgments and awards,  payable to the Debtor
from or in respect of any person  from time to time;  (ii) any and all  payments
(in any form whatsoever) made or due and payable to the Debtor from time to time
in  connection  with any  requisition,  confiscation,  condemnation,  seizure or
forfeiture  of all or any part of the foregoing  collateral by any  governmental
authority;  (iii) all claims of the Debtor for losses or damages  arising out of
or relating to or for any breach of any agreements,  covenants,  representations
or warranties or any default  whether or not with respect to or under any of the
foregoing  collateral  (without limiting any direct or independent rights of the
Bank with respect to the  collateral);  and (iv) any and all other  amounts from
time  to time  paid  or  payable  under  or in  connection  with  the  foregoing
collateral.