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                                                                   EXHIBIT 10.64



                     SECURITY AGREEMENT IN COPYRIGHTED WORKS

        This Security Agreement In Copyrighted Works (this "Agreement") is made
at Chicago, Illinois as of October 24, 1997, is entered into between ACCUMED
INTERNATIONAL, INC., a Delaware corporation ("Grantor"), which has a mailing
address at 900 N. Franklin Street, Suite 401, Chicago, Illinois 60610, and
TRANSAMERICA BUSINESS CREDIT CORPORATION, a Delaware corporation, ("TBCC")
having its principal office at 9399 West Higgins Road, Suite 600, Rosemont,
Illinois 60018 and having an office at 16133 Ventura Blvd., Suite 700, Encino,
California 91436.

                                    RECITALS

        A. TBCC is providing financing to Grantor pursuant to the Loan and
Security Agreement of even date herewith between TBCC and Grantor (as amended
from time to time, the "Loan Agreement"). Pursuant to the Loan Agreement,
Grantor has granted to TBCC a security interest in substantially all of
Grantor's present and future assets, including without limitation all of
Grantor's present and future general intangibles, and including without
limitation the "Copyrights" (as defined below), to secure all of its present and
future indebtedness, liabilities, guaranties and other obligations to TBCC.

        B. To supplement TBCC's rights in the Copyrights, Grantor is executing
and delivering this Agreement.

        NOW, THEREFORE, for valuable consideration, Grantor agrees as follows:

        1. Assignment. To secure the complete and timely payment and performance
of all "Obligations" (as defined in the Loan Agreement), and without limiting
any other security interest Grantor has granted to TBCC, Grantor hereby
hypothecates to TBCC and grants, assigns, and conveys to TBCC a security
interest in Grantor's entire right, title, and interest in and to all of the
following, now owned and hereafter acquired (collectively, the "Collateral"):

               (a) Registered Copyrights and Applications for Copyright
Registrations. All of Grantor's present and future United States registered
copyrights and copyright registrations, including, without limitation, the
registered copyrights listed in Schedule A to this Agreement (and including all
of the exclusive rights afforded a copyright registrant in the United States
under 17 U.S.C. Section106 and any exclusive rights which may in the future
arise by act of Congress or otherwise) and all of Grantor's present and future
applications for copyright registrations (including applications for copyright
registrations of derivative works and compilations) (collectively, the
"Registered Copyrights"), and any and all royalties, payments, and other amounts
payable to Grantor in connection with the Registered Copyrights, together with
all renewals and extensions of the Registered Copyrights, the right to recover
for all past, present, and future infringements of the



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Registered Copyrights, and all computer programs, computer databases, computer
program flow diagrams, source codes, object codes and all tangible property
embodying or incorporating the Registered Copyrights, and all other rights of
every kind whatsoever accruing thereunder or pertaining thereto.

               (b) Unregistered Copyrights. All of Grantor's present and future
copyrights which are not registered in the United States Copyright Office (the
"Unregistered Copyrights"), whether now owned or hereafter acquired, including
without limitation the Unregistered Copyrights listed in Schedule B to this
Agreement, and any and all royalties, payments, and other amounts payable to
Grantor in connection with the Unregistered Copyrights, together with all
renewals and extensions of the Unregistered Copyrights, the right to recover for
all past, present, and future infringements of the Unregistered Copyrights, and
all computer programs, computer databases, computer program flow diagrams,
source codes, object codes and all tangible property embodying or incorporating
the Unregistered Copyrights, and all other rights of every kind whatsoever
accruing thereunder or pertaining thereto. The Registered Copyrights and the
Unregistered Copyrights collectively are referred to herein as the "Copyrights."

               (c) Licenses. All of Grantor's right, title and interest in and
to any and all present and future license agreements with respect to the
Copyrights, including without limitation the written license agreements listed
in Schedule C to this Agreement (the "Licenses").

               (d) Accounts Receivable. All present and future accounts,
accounts receivable and other rights to payment arising from, in connection with
or relating to the Copyrights.

               (e) Proceeds. All cash and non-cash proceeds of any and all of
the foregoing.

        2.     Representations.  Grantor represents and warrants that:

               (a) Each of the Copyrights is valid and enforceable (except to
the extent that the Unregistered Copyrights must be registered to be enforced);

               (b) Except for the security interests granted to TBCC and the
non-exclusive licenses granted to Grantor's licensees with respect to the
Copyrights in the ordinary course of business of Grantor, Grantor is (and upon
creation of all future Copyrights, will be) the sole and exclusive owner of the
entire and unencumbered right, title, and interest in and to each of the
Copyrights and other Collateral, free and clear of any liens, charges, or
encumbrances (except for the interests of other persons with whom Grantor
jointly develops software in the future);

               (c) There is no pending claim that the use of any of the
Copyrights does or may infringe upon or violate the rights of any third person
nor does Grantor have knowledge of any pending or threatened infringement of any
of the Copyrights by any third person.

               (d) Listed on Schedules A and B are all copyrights owned by
Grantor, in which Grantor has an interest, or which are sublicensed by Grantor
to others in the ordinary course of Grantor's business.



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               (e) Listed on Schedule C are all Licenses to which Grantor is a
party.

               (f) Each employee, agent and/or independent contractor who has
participated in the creation of the property constituting the Collateral has
either executed an assignment of his or her rights of authorship to Grantor or
was an employee of Grantor acting within the scope of his or her employment at
the time of said creation.

               (g) All of Grantor's present and future software, computer
programs and other works of authorship subject to United States copyright
protection, the sale, licensing or other disposition of which results in
royalties receivable, license fees receivable, accounts receivable or other sums
owing to Grantor (collectively, "Receivables"), shall be registered with the
United States Copyright Office prior to the date Grantor requests or accepts any
loan from TBCC with respect to such Receivables and prior to the date Grantor
includes any such Receivables in any accounts receivable aging, borrowing base
report or certificate or other similar report provided to TBCC, and Grantor
shall provide to TBCC copies of all such registrations promptly upon the receipt
of the same. Without limiting the foregoing, Grantor shall cause its present
software programs listed on Schedule B to be registered with the United States
Copyright Office within two weeks after the date hereof and promptly provide
evidence thereof to TBCC.

        3. Covenants. Until all of the Obligations have been satisfied in full
and the Loan Agreement has terminated:

               (a) Grantor shall not grant a security interest in any of the
Copyrights or other Collateral to any other person and shall not enter into any
agreement or take any action that is inconsistent with Grantor's obligations
hereunder or Grantor's other Obligations or would impair TBCC's rights, under
this Agreement or otherwise, without TBCC's prior written consent.

               (b) Grantor shall ensure that, commencing two weeks after the
date hereof, each copy of the Registered Copyrights shall carry a complete and
accurate copyright notice.

               (c) Grantor shall use its best efforts to preserve and defend
Grantor's rights in the Copyrights unless Grantor, with the concurrence of TBCC,
reasonably determines that a Copyright is not worth preserving or defending.

               (d) Grantor shall undertake all reasonable measures to cause its
employees, agents and independent contractors to assign to Grantor all rights of
authorship to any copyrighted material in which Grantor has or subsequently
acquires any right or interest.

        4. License Rights. Grantor may license or sublicense the Copyrights only
in the ordinary course of business and only on a non-exclusive basis, and only
to the extent of Grantor's rights and subject to TBCC's security interest and
Grantor's obligations under this Agreement.

        5. TBCC May Supplement. Grantor authorizes TBCC to modify this Agreement
by amending Schedule A or B to include any future copyrights to be included in
the Copyrights. Grantor shall from time to time update the lists of Registered
Copyrights and Unregistered



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Copyrights on Schedules A and B and lists of License Agreements on Schedule C as
Grantor obtains or acquires copyrights or grants or obtains licenses in the
future. Notwithstanding the foregoing, no failure to so modify this Agreement or
amend Schedules A or B or C shall in any way affect, invalidate or detract from
TBCC's continuing security interest in all Copyrights, whether or not listed on
Schedule A or B and all license agreements whether or not listed on Schedule C.

        6. Default. Upon an Event of Default (as defined in the Loan Agreement)
TBCC shall have, in addition to all of its other rights and remedies under the
Loan Agreement, all rights and remedies of a secured party under the Uniform
Commercial Code (as enacted in any jurisdiction in which the Copyrights or other
Collateral are located or deemed to be located) or other applicable law. Upon
occurrence of an Event of Default, Grantor shall, upon request of TBCC, give
written notice to all parties to the Licenses that all payments thereunder shall
be made to TBCC, and TBCC may itself give such notice (in which case it shall
promptly provide copies thereof to Grantor).

        7. Fees and Expenses. On demand by TBCC, without limiting any of the
terms of the Loan Agreement, Grantor shall pay all reasonable fees, costs, and
expenses (including without limitation reasonable attorneys' fees and legal
expenses) incurred by TBCC in connection with (a) preparing this Agreement and
all other documents relating to this Agreement, (b) consummating this
transaction, (c) filing or recording any documents (including all taxes in
connection therewith) in public offices; and (d) paying or discharging any
taxes, counsel fees, maintenance fees, encumbrances, or other amounts in
connection with protecting, maintaining, or preserving the Copyrights or
defending or prosecuting any actions or proceedings arising out of or related to
the Copyrights.

        8. TBCC's Rights. In the event that Grantor fails to use its best
efforts to preserve and defend Grantor's rights in the Copyrights (except as
permitted by paragraph 3(c) hereof) within a reasonable period of time after
learning of the existence of any actual or threatened infringement thereof, upon
twenty (20) days' prior written notice to Grantor, TBCC shall have the right,
but shall in no way be obligated to, bring suit or take any other action, in its
own name or in Grantor's name, to enforce or preserve TBCC's or Grantor's rights
in the Copyrights. Grantor shall at the request of TBCC and at Grantor's expense
do any lawful acts and execute any documents requested by TBCC to assist with
such enforcement. In the event Grantor has not taken action to enforce or
preserve TBCC's and Grantor's rights in the Copyrights and TBCC thereupon takes
such action, Grantor, upon demand, shall promptly reimburse and indemnify TBCC
for all costs and expenses incurred in the exercise of TBCC's or Grantor's
rights under this Section 8.

        9. No Waiver. No course of dealing between Grantor and TBCC, nor any
failure to exercise nor any delay in exercising, on the part of TBCC, any right,
power, or privilege under this Agreement or under the Loan Agreement or any
other agreement, shall operate as a waiver. No single or partial exercise of any
right, power, or privilege under this Agreement or under the Loan Agreement or
any other agreement by TBCC shall preclude any other or further exercise of such
right, power, or privilege or the exercise of any other right, power, or
privilege by TBCC.

        10. Rights Are Cumulative. All of TBCC's rights and remedies with
respect to the Copyrights and other Collateral whether established by this
Agreement, the Loan Agreement, or any



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other documents or agreements, or by law shall be cumulative and may be
exercised concurrently or in any order.

        11. Copyright Office. At the request of TBCC, Grantor shall execute any
further documents necessary or appropriate to create and perfect TBCC's security
interest in the Copyrights, including without limitation any documents for
filing with the United States Copyright Office and/or any applicable state
office. TBCC may record this Agreement, an abstract thereof, or any other
document describing TBCC's interest in the Copyrights with the United States
Copyright Office, at the expense of Grantor.

        12. Indemnity. Grantor shall protect, defend, indemnify, and hold
harmless TBCC and TBCC's assigns from all liabilities, losses, and costs
(including without limitation reasonable attorneys' fees) incurred or imposed on
TBCC relating to the matters in this Agreement, including, without limitation,
in connection with TBCC's defense of any infringement action brought by a third
party against TBCC (except to the extent that any loss is determined in a final
and non-appealable judgment by a court of competent jurisdiction to have
directly resulted from TBCC's gross negligence or willful misconduct).

        13. Severability. The provisions of this Agreement are severable. If any
provision of this Agreement is held invalid or unenforceable in whole or in part
in any jurisdiction, then such invalidity or unenforceability shall affect only
such provision, or part thereof, in such jurisdiction, and shall not in any
manner affect such provision or part thereof in any other jurisdiction, or any
other provision of this Agreement in any jurisdiction.

        14. Amendments; Entire Agreement. This Agreement is subject to
modification only by a writing signed by the parties, except as provided in
Section 5 of this Agreement. To the extent that any provision of this Agreement
conflicts with any provision of the Loan Agreement, the provision giving TBCC
greater rights or remedies shall govern, it being understood that the purpose of
this Agreement is to add to, and not detract from, the rights granted to TBCC
under the Loan Agreement. This Agreement, the Loan Agreement, and the documents
relating thereto comprise the entire agreement of the parties with respect to
the matters addressed in this Agreement.

        15. Further Assurances. At TBCC's request, Grantor shall execute and
deliver to TBCC any further instruments or documentation, and perform any acts,
that may be reasonably necessary or appropriate to implement this Agreement, the
Loan Agreement or any other agreement, and the documents relating thereto,
including without limitation any instrument or documentation reasonably
necessary or appropriate to create, maintain, perfect, or effectuate TBCC's
security interests in the Copyrights or other Collateral.

        16. Release. At such time as Grantor shall completely satisfy all of the
Obligations and the Loan Agreement shall be terminated, the security interests
granted herein shall terminate, and TBCC shall execute and deliver to Grantor
all assignments and other instruments as may be reasonably necessary or proper
to perfect such termination of TBCC's security interest in the Copyrights,
subject to any disposition of the Copyrights which may have been made by TBCC
pursuant to this Agreement. For the purpose of this Agreement, the Obligations
shall be deemed to



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continue if Grantor enters into any bankruptcy or similar proceeding at a time
when any amount paid to TBCC could be ordered to be repaid as a preference or
pursuant to a similar theory, and shall continue until it is finally determined
that no such repayment can be ordered.

        17. True and Lawful Attorney. Grantor hereby appoints TBCC as Grantor's
true and lawful attorney, with full power of substitution, to do any or all of
the following, in the name, place and stead of Grantor: (a) execute an abstract
of this Agreement or any other document describing TBCC's interest in the
Copyrights, for filing with the United States Copyright Office; (b) execute any
modification of this Agreement pursuant to Section 5 of this Agreement; and (c)
following an Event of Default (as defined in the Loan Agreement) execute any
assignments, notices or transfer documents for purposes of transferring title or
right to receive any of the Copyrights or other Collateral to any person,
including without limitation TBCC.

        18. Successors. The benefits and burdens of this Agreement shall inure
to the benefit of and be binding upon the respective successors and permitted
assigns of the parties; provided that Grantor may not transfer any of the
Collateral or any rights hereunder, without the prior written consent of TBCC,
except as specifically permitted hereby.

        19. Governing Law. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
AGREEMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY
THE INTERNAL LAWS AND DECISIONS OF THE STATE OF ILLINOIS. ALL DISPUTES BETWEEN
THE GRANTOR AND TBCC, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE,
SHALL BE RESOLVED ONLY BY STATE AND FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS,
AND THE COURTS TO WHICH AN APPEAL THEREFROM MAY BE TAKEN; PROVIDED, HOWEVER,
THAT TBCC SHALL HAVE THE RIGHT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO
PROCEED AGAINST THE GRANTOR OR ITS PROPERTY IN ANY LOCATION REASONABLY SELECTED
BY TBCC IN GOOD FAITH TO ENABLE TBCC TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE
A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF TBCC. THE GRANTOR AGREES THAT IT
WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS, SETOFFS OR CROSS-CLAIMS IN ANY
PROCEEDING BROUGHT BY TBCC. THE GRANTOR WAIVES ANY OBJECTION THAT IT MAY HAVE TO
THE LOCATION OF THE COURT IN WHICH TBCC HAS COMMENCED A PROCEEDING, INCLUDING,
WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON FORUM NON
CONVENIENS.



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        20. WAIVER OF RIGHT TO JURY TRIAL. TBCC AND GRANTOR EACH HEREBY WAIVE
THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT
OF, OR IN ANY WAY RELATING TO: (I) THIS AGREEMENT; OR (II) ANY OTHER PRESENT OR
FUTURE INSTRUMENT OR AGREEMENT BETWEEN TBCC AND GRANTOR; OR (III) ANY CONDUCT,
ACTS OR OMISSIONS OF TBCC OR GRANTOR OR ANY OF THEIR DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH TBCC OR
GRANTOR; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE.

        WITNESS the execution hereof as of the date first written above.

                                 Grantor:

                                 ACCUMED INTERNATIONAL, INC.


                                 By: 
                                     Leonard R. Prange, Chief Operating Officer
                                     and Chief Financial Officer
Accepted.

TBCC:

TRANSAMERICA BUSINESS CREDIT CORPORATION


By: ..............................................
Name (please print):
 ..................................................
Title:............................................



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                                   Schedule A
                                       to
                     Security Agreement in Copyrighted Works


                           ACCUMED INTERNATIONAL, INC.

                              Registered Copyrights



U.S. Copyrights
                                           REGISTRATION                DATE
        TITLE OF WORK/YEAR OF                 NUMBER                OF ISSUANCE
              CREATION



                                      NONE.



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                                   Schedule B
                                       to
                     Security Agreement in Copyrighted Works


                           ACCUMED INTERNATIONAL, INC.

                             Unregistered Copyrights
                   (Where No Copyright Application Is Pending)

Copyright Description

ESP Software 4.0

AcCell DMS

TracCell 200



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                                   Schedule C
                                       to
                     Security Agreement in Copyrighted Works


                           ACCUMED INTERNATIONAL, INC.

                               License Agreements



                                      NONE.



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