SECURITY AGREEMENT                           1203
                                    EQUIPMENT

Section 1.---------------------------------------------------------------------
                                     (Name)
-----------------------------------------------------------------------, Oregon
(No. and Street)                 (City or Town)                         (County)

(hereinafter called the debtor), for a valuable  consideration,  receipt whereof
hereby is acknowledged, hereby grants to ---------------------------------------
-------------------------------------------------------------------- hereinafter
called the secured party, whose address is ------------------------------------,
a security  interest  in the  following  described  property  together  with all
accessories,   substitutions,  additions,  replacements,  parts  and  accessions
affixed to or used in connection  therewith as well as the proceeds thereof (all
hereinafter called "the Collateral"):







to secure payment of the debtor's debt to the secured party as evidenced  hereby
and by debtor's note of even date  herewith  payable to the secured party in the
amount  of  $------------------  payable  on the  terms,  at the  times and with
interest as set forth in said note;  (if  inapplicable,  delete the remainder of
this  sentence)  also to  secure  any  and all  other  liabilities,  direct  and
indirect,  absolute or  contingent,  now existing or hereafter  arising from the
debtor  to the  secured  party  (said  note  and  said  liabilities  hereinafter
collectively are called "the  obligations").  Debtor agrees to pay said note and
obligations and if any portion thereof,  principal or interest, is not paid when
due and such default  continues for more than 10 days,  debtor agrees to pay, in
addition  to the  foregoing,  secured  party's  reasonable  costs of  collection
including reasonable attorney's fees.

Section 2. The debtor hereby warrants and covenants that:

     2.1. The Collateral is bought primarily for --- debtor's personal,  family,
household or agricultural purposes,  --- debtor's business or commercial,  other
than  agricultural,  purposes (indicate which) and if any part of the Collateral
is being  acquired,  in whole or in part,  with the  proceeds of said note,  the
secured party may disburse directly to the seller of the Collateral.

     2.2    At    all    times    the    Collateral     will    be    kept    at
----------------------------------------------------------------------------- in
-----------------------  County,  Oregon,  and  shall not be  removed  from said
location, in whole or in part, until such time as written consent to a change of
location is obtained by debtor from the secured party.

     2.3 If the Collateral is for debtor's  business or  commercial,  other than
agricultural  purposes,  the debtor's  principal  place of business in Oregon is
that  shown at the  beginning  of this  agreement;  debtor  also has  places  of
business      in      the      following       other      Oregon       counties:
----------------------------------------;  if debtor has no place of business in
Oregon  but   resides   therein,   the  county  in  which   debtor   resides  is
------------------------ County in said state.

     2.4 If debtor is a corporation, it is organized and existing under the laws
of the State of  ------------------------  and its principal office and place of
business is located at --------------------------------------  and its principal
office and place of  business  in Oregon is  located  at the place  shown at the
beginning of this agreement.

     2.5 If the  Collateral  is or is to  become  attached  to  real  estate,  a
description of the real estate is:



in  ----------------  County,  Oregon, and if the Collateral is attached to real
estate prior to the  perfection of the security  interest  granted  hereby,  the
debtor  will  on the  demand  of the  secured  party  furnish  the  latter  with
disclaimers or  subordination  agreements in form suitable to the secured party,
signed by all persons  having an interest in said real estate or any interest in
the Collateral which is prior to the secured party's interest.

     2.6 If motor vehicles are included in the above described  Collateral,  the
secured party's  security  interest is to be noted on each  certificate of title
and  each of said  certificates  shall  then be  deposited  with and kept by the
secured party.

                                 --------------

Section. 3. SPECIAL TERMS AND CONDITIONS:







     THIS  AGREEMENT IS SUBJECT TO THE  ADDITIONAL  PROVISIONS  SET FORTH ON THE
REVERSE  HEREOF,  THE SAME BEING  INCORPORATED  HEREIN BY REFERENCE.  THE DEBTOR
ACKNOWLEDGES RECEIPT OF A COMPLETE EXECUTED COPY OF THIS AGREEMENT.

           Executed and delivered in duplicate on this --- day of -------, 19---

-------------------------------------   ---------------------------------------
          (Secured Party)

By-----------------------------------   ---------------------------------------


                                        ---------------------------------------
                                               (Signature of Debtor)

----------
NOTE:  IF THE ABOVE  CONTRACT IS A CONSUMER  CREDIT  TRANSACTION  AND  THEREFORE
WITHIN THE PURVIEW OF THE  TRUTH-IN-LENDING  ACT AND  REGULATION  Z, THE SECURED
PARTY  MUST  COMPLY  WITH THE ACT AND THE  REGULATION  BY  MAKING  THE  REQUIRED
DISCLOSURES TO THE DEBTOR;  FOR THIS PURPOSE USE  STEVENS-NESS  FORM NO. 1310 OR
EQUIVALENT. THIS FORM NOT SUITABLE IN CONNECTION WITH SALES OF MOTOR VEHICLES OR
OTHER GOODS IN RETAIL  INSTALLMENT  TRANSACTIONS.  SEE COMPLETE LIST OF SECURITY
AGREEMENTS AND RETAIL INSTALLMENT CONTRACTS.

FORM NO. 1203--SECURITY AGREEMENT--EQUIPMENT
Stevens-Ness Law Publishing Co.
Portland, Oregon  97204
(SN)
<PAGE>
S-N FORM 1203--UCC SERIES

                              ADDITIONAL PROVISIONS

Section 4. The debtor hereby further warrants and covenants that:

     4.1 No financing statement covering any of the Collateral  described on the
reverse hereof,  or the products or proceeds  thereof,  is on file in any public
office.  The  debtor is the  owner of said  Collateral  and each and every  part
thereof  free from any prior lien,  security  interest or  encumbrance  and will
defend the Collateral against the claims and demands of all persons whomsoever.

     4.2 The debtor will not sell,  exchange,  lease or otherwise dispose of the
Collateral,  or any  part  thereof,  or  suffer  or  permit  any  lien,  levy or
attachment  thereon or security  interest  therein or financing  statement to be
filed with reference thereto, other than that of the secured party.

     4.3 Debtor will maintain the  Collateral  in good  condition and repair and
preserve the same against waste,  loss,  damage or  depreciation  in value other
than by  reasonable  wear.  The  debtor  will not use any of the  Collateral  in
violation of any law or public regulation. Secured party may examine and inspect
the Collateral at any reasonable times,  wherever located,  and for that purpose
hereby is  authorized  by debtor to enter any place or places  where any part of
the Collateral may be.

     4.4 Debtor will keep the Collateral fully insured against loss or damage by
fire,  theft,  (and collision if  applicable)  and such other hazards as secured
party from time to time  require,  with such  deductible  provisions,  upon such
terms,  including  loss payable and other  endorsements,  and in such company or
companies as the secured party may approve;  debtor immediately will deliver all
policies to the secured party,  to be retained by the latter in pledge to secure
debtor's obligations  hereunder,  with irrevocable authority to adjust any loss,
receive and receipt for any sum payable,  surrender  any policy,  discharge  and
release any insurer,  endorse in debtor's name any loss or refund check or draft
and, in general, exercise in the name of debtor or otherwise, any and all rights
of the debtor in respect thereto or in respect to the proceeds thereof.

     4.5 Debtor will pay,  when due,  all taxes,  license  fees and  assessments
relative to the Collateral and its use and relative to the note and  obligations
secured  hereby.  Should debtor fail in the performance of any of the foregoing,
the secured party may pay any security  interest  having  priority  hereto,  may
order and pay for the repair, maintenance and preservation of the Collateral, or
any part thereof,  may place and pay for any such insurance and may pay any such
taxes;  the  debtor  agrees to pay to the  secured  party on  demand  all of the
latter's disbursements for any of said purposes with interest at ten percent per
annum on all sums so paid from the date of payment  until  repaid.  Repayment of
all said sums shall be secured by this Security Agreement.

     4.6 The debtor  agrees to notify the secured  party  promptly in writing of
any change in his  business or residence  address and in the location  where the
collateral is kept.

     4.7 In the event of any  assignment by the secured party of this  agreement
or his rights  hereunder,  debtor  will not assert as a defense,  counter-claim,
set-off or  otherwise  against  secured  party's  assignee  any claim,  known or
unknown,  which debtor now has or claims to have or hereafter  acquires  against
the secured party. However,  notwithstanding any such assignment,  secured party
shall be liable to the debtor as if such assignment had not been made.

     4.8 The debtor will join with the secured  party in  executing,  filing and
doing whatever may be necessary under applicable law to perfect and continue the
secured party's security interest in the Collateral, all at debtor's expense.

     4.9 Debtor  hereby  consents to any extension of time of payment and to any
substitution,  exchange  or  release of  Collateral  and to the  addition  to or
release  of any  party  or  person  primarily  or  secondarily  liable  for  the
obligations, or part thereof.

Section 5.     General Provisions:

     5.1 The note which this agreement secures is a separate  instrument and may
be  negotiated,  extended or renewed by the secured party without  releasing the
debtor, the Collateral or any guarantor or co-maker.

     5.2 All of the terms  herein and the  rights,  duties and  remedies  of the
parties  shall be  governed  by the laws of Oregon.  Any part of this  agreement
contrary to the law of any state having  jurisdiction shall not invalidate other
parts of this agreement in that state.

     5.3 All of the benefits of this agreement shall inure to the secured party,
his successors in interest and assigns and the  obligations  hereunder  shall be
binding upon the debtor, his legal representatives, successors and assigns.

     5.4 If there be more than one debtor or a guarantor or co-maker of the note
or this agreement, the obligation of each and all shall be primary and joint and
several.

     5.5 The secured  party shall not be deemed to have waived any other  rights
under this or any other agreement executed by the debtor unless the waiver is in
writing  signed by the secured  party.  No delay in exercising  secured  party's
rights shall be a waiver nor shall a waiver on one occasion  operate as a waiver
of such right on a future occasion.

     5.6 Each  notice  from one to the other  party to this  agreement  shall be
sufficient if served  personally or given by U.S.  registered or certified mail,
or by telegraph, addressed to the other party at his address as set forth on the
reverse  hereof,  or as said  address may be changed by written  notice,  to the
other  given  pursuant  to this  paragraph.  Reasonable  notice,  when notice is
required, shall be deemed to be five days from the date of mailing.

     5.7 In construing  this  security  agreement,  the masculine  pronoun shall
include the feminine and the neuter and the singular  shall  include the plural,
as the  circumstances may require.  Further,  the debtor is the customer and the
secured  party is the  creditor  within  the  meaning  of  Regulation  Z and the
Truth-in-Lending Act.

     5.8 A carbon  impression of any  signatures  on any copy of this  agreement
shall be deemed, for all purposes, an original signature.

Section 6.  Default:

     6.1 Time is of the essence  hereof..  The debtor shall be in default  under
this agreement upon the happening of any of the following events or conditions:

               (a)  Debtor's  failure  to pay,  when due,  the  principal  of or
interest on said note or obligations, or any installment thereof;

               (b) Debtor's failure to keep, observe or perform any provision of
this agreement or any other agreement between him and the secured party;

               (c) The discovery of any  misrepresentation,  or material falsity
of any warranty,  representation or statement made or furnished by debtor to the
secured party whether or not in connection with this agreement;

               (d) Loss, theft or destruction of or substantial damage to any of
the Collateral;

               (e) The  secured  party  deems  or has  reasonable  cause to deem
himself insecure;

               (f) Failure or termination of the business of, or commencement of
any insolvency or receivership  proceedings by or against the debtor,  or if the
debtor, or any guarantor or co-maker of said note dies or becomes insolvent, and
if debtor or any guarantor or co-maker of said note is a partnership,  the death
of any partner.

Section 7.  Remedies of Secured Party:

     7.1 Upon  debtor's  default,  secured  party shall have each and all of the
rights and remedies granted to him by the Uniform  Commercial Code of Oregon, by
the said note and by this  agreement  and may declare  the note and  obligations
immediately  due and payable and may require  debtor to assemble the  Collateral
and make it available to the secured  party at a place to be  designated  by the
secured party which is reasonably  convenient to both parties. The debtor agrees
to pay the  secured  party's  reasonable  attorney's  fees  and  other  expenses
incurred by the latter in retaking, holding, preparing for sale and realizing on
said  Collateral.  Should suit or action be instituted on this contract,  on the
said note or to replevy said collateral,  or any part thereof,  debtor agrees to
pay (1)  plaintiff's  reasonable  attorney's fees to be fixed by the trial court
and (2) on appeal if any, similar fees in the appellate court to be fixed by the
appellate court, and all said sums shall be included in the obligations  secured
hereby.