SECURITY AGREEMENT                           1201
                                    (GENERAL)

Section 1. ---------------------------------------------------------------------
                                     (Name)

-----------------------------------------------------------------------, Oregon
(No. and Street)              (City, Zip)                 (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
products and 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 as set forth in said
note;  (delete  remainder of this sentence if not applicable) 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, the reasonable
collection  costs of the secured party plus reasonable  attorney's fees incurred
in any suit or action, including any appeal taken therefrom.

Section 2. The debtor hereby warrants and convenants that:

     2.1 The  Collateral  is  primarily  for debtor's  ---  personal,  family or
household purposes, --- business or commercial purposes (indicate which); and if
any part of the  Collateral  is being  acquired,  in whole or in part,  with the
proceeds of the 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 ---------------------------
                                                            (No. and Street)
--------------------------------------------------------------------------------
                                  (City, Zip)
--------------------------------------------------------------------------------
(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  bought  or  used  primarily  for  business  or
commercial  purposes,  the  debtor's  principal  place of  business in Oregon is
located at the place 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  ---------------------,  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 the  Collateral  is crops,  a  description  of the land on which the
crops are growing or are to be grown in:






in ----------------------------------------- County, Oregon.

     2.7 If any 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 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 --------------, 19--

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

        ---------------------------          -----------------------------------
               (Phone Number)                        (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. 1318, 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. 1201--SECURITY AGREEMENT--GENERAL.
Stevens-Ness Law Publishing Co.    (C) 1989
Portland, Oregon  97204                  ON

<PAGE>

                              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 the 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 debtor's  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  secured  party's  rights  hereunder,  debtor  will not  assert as a defense,
counterclaim,  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,
secured party's successors in interest and assigns and the obligations hereunder
shall be binding upon the debtor, debtor's 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 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 the address set forth on the
reverse hereof, or as said address may be changed by written 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 singular shall include the
plural, all grammatical changes shall be made and implied so that this agreement
shall apply equally to individuals,  corporations and  partnerships,  all 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.  For  any  party  hereto  which  is a  corporation,  this
instrument  has been executed by one of its officers or other person  authorized
to do so.

     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 occurrence 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 debtor 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 secured party's
         position 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 secured party 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,
selling and realizing on said Collateral. Should suit or action be instituted on
this  agreement,  on the said note or to replevy  said  Collateral,  or any part
thereof,  the losing  party shall pay (1),  the  prevailing  party'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.