Exhibit 4.10
                              Security Agreement
                              ------------------

      This Security Agreement ("Agreement") is made and entered into on  this
 31st day of August, 1997, by and between Ed Stefanko, ("Secured Party"), and
 Varga Investments Inc., a Texas Corporation ("Debtor"), as follows:

                             W i t n e s s e t h
                             - - - - - - - - - -
      Whereas,  in  order to  secure  the  payment of  the  Indebtedness  (as
 hereinafter defined),  Secured  Party  has required  that  Debtor  assign  a
 security interest  in the  Collateral (as  hereinafter defined)  to  Secured
 Party; and

      Whereas, Debtor has deemed  it to be in the best interest of Debtor  to
 grant a  security interest  in  the Collateral  to  secure the  payment  and
 performance of the Indebtedness;

      Now,  Therefore, for and  in consideration of  the premises,  covenants
 and  agreements  contained   herein,  and  for   other  good  and   valuable
 consideration, the receipt and sufficiency of which are hereby  acknowledged
 and confessed, Secured Party and Debtor agree as follows:

      1.  Indebtedness.   The  Security Interest  (defined below)  is  herein
 created to secure Debtor's note of even date herewith, by and between Debtor
 as Maker, and Secured Party, as  Payee, in the original principal amount  of
 $50,000.00, and any and all renewals and extensions thereof ("Indebtedness")

      2. Agreement  and Collateral. Debtor hereby  grants to Secured Party  a
 security  interest   ("Security  Interest")   in  the   following   property
 ("Collateral"), whether now owned or hereafter acquired:

          All  Debtor's  right,  title  and  interest in and  to 50 shares of
      I-Con Industries Series A Preferred  Stock, together  with all  rights,
      powers  and   privileges  thereunto  appertaining,  and  all   proceeds
      thereof.

      3. Debtor's Warranties. Covenants and Further Agreements.

          a.   Title. Except for  the interests granted  herein, Debtor  has,
      or on  acquisition will have, fee simple  title to the Collateral  free
      from  any lien,  security interest,  encumbrance, or  claim and  Debtor
      will, during  the term of  this Agreement, at  Debtor's cost, keep  the
      Collateral free  from other liens, security interests, encumbrances  or
      claims, and  defend any action which  may affect the Security  Interest
      or Debtor's title to the Collateral.

          b.   Financing  Statement.  Debtor  will  join  in  executing   all
      financing  statements and  other instruments,  documents,  certificates
      and agreements deemed  necessary by Secured Party to evidence,  create,
      perfect  or  enforce the  Security  Interest  and will  pay  all  costs
      thereof.

          c.   Assignment.    Notwithstanding  any  other  provision  hereof,
      Debtor will  not process, sell, lease, or  otherwise dispose of all  or
      part of  the Collateral. Secured  Party may assign  or transfer all  or
      part   of  his  rights   in,  and  obligations,   if  any,  under   the
      Indebtedness, the Collateral and this Agreement.
<PAGE>
      4.  Rights  of Debtor.    Prior to  the  occurrence of  a  Default  (as
 hereinafter defined), Debtor  may exercise any  and all  rights, voting  and
 otherwise, with respect to the Collateral.  However, Debtor may not  receive
 any distributions and  other payments made  with respect  to the  Collateral
 free from the Security Interest provided for in this Agreement.

      5.  Rights  of Secured  Party.   Effective  upon  the occurrence  of  a
 Default, Debtor hereby appoints  secured Party as Debtor's  attorney-in-fact
 to do any act which Debtor is obligated by this Agreement to do, to exercise
 all rights of Debtor in the Collateral, voting and otherwise, to receive all
 distributions! made with  respect to the  Collateral, and to  do all  things
 deemed necessary  by Secured  Party to  perfect  the Security  Interest  and
 preserve, collect, enforce and protect the Collateral, all at Debtor's  cost
 and without any obligation on Secured Party so to act.  Secured Party  shall
 not be liable  for any act  or omission on  the part of  Secured Party,  his
 agents or employees, except willful misconduct,  nor shall Secured Party  be
 responsible for depreciation in value of the Collateral or for  preservation
 of ri9hts against prior parties.  The foregoing rights and powers of Secured
 Party may be exercised after default and shall be in addition to, and not  a
 limitation upon, any rights and powers  of Secured Party given herein or  by
 law, custom, or otherwise.

      6. Events  of Default.   Debtor shall be  in default ("Default")  under
 this Agreement upon the occurrence of a default pursuant to the terms of the
 Note, and Debtor's failure to cure such default within the time periods  set
 forth in the Note.

      7. Remedies of Secured Party upon Default.  When a Default occurs,  and
 except as may be otherwise provided  in the Note, Secured Party may  declare
 all or  a part  of  the Indebtedness  immediately  due and  payable  without
 demand, notice of default, notice of  intent to demand, notice of intent  to
 accelerate maturity, or notice of acceleration of maturity, and may  proceed
 to enforce payment of  same and to exercise  any and all  of the rights  and
 remedies provided  by Article  9  of the Texas  Business and  Commerce  Code
 ("Code") as well as all other rights and remedies possessed by Secured Party
 under this Agreement or otherwise at law  or in equity. For purposes of  the
 notice requirements of the Code, Secured Party and Debtor agree that  notice
 given at least ten (10) calendar days prior to the related action  hereunder
 is reasonable. Secured Party  shall be entitled  to immediate possession  of
 the collateral and  all books  and records  evidencing same  and shall  have
 authority to enter upon any premises  upon which said items may be  situated
 and remove same  therefrom.  Expenses  of retaking,  holding, preparing  for
 sale, selling,  or  the  like, shall  include  without  limitation,  Secured
 Party's reasonable attorney's fees and all such expenses shall be  recovered
 by Secured Party before  applying the proceeds from  the disposition of  the
 Collateral toward  the Indebtedness.  To the  extent  allowed by  the  Code,
 Secured Party  may  use his  discretion  in  applying the  proceeds  of  any
 disposition of the  Collateral.  All  rights and remedies  of Secured  Party
 hereunder are cumulative and may be  exercised singly or concurrently.   The
 exercise of any right or remedy will not be a waiver of any other.
<PAGE>
      8.  General.

          a.  Exhaustion  of Remedies.  Secured  Party shall not be  required
      to first  foreclose, proceed against, or  exhaust any other  collateral
      or  security  for  any Indebtedness  or  obligation  of  Debtor  hereby
      secured before pursuing any  of its rights pursuant to this  Agreement.
      Suit  may be brought  to recover other  collateral at  the election  of
      Secured Party, without joinder of Debtor.

          b.  Release of  Collateral.  Secured Party may surrender,  release,
      exchange  or alter  any  collateral or  security for  the  Indebtedness
      hereby secured without effecting the Security Interest created by  this
      Agreement, and this Agreement shall continue effective  notwithstanding
      any legal disability of Debtor to incur any indebtedness or  obligation
      incurred to Secured Party.

          c.  Waiver  by Secured Party.   No waiver by  Secured Party of  any
      right  hereunder or  of any  default by  Debtor shall  be binding  upon
      Secured Party unless in writing.  Failure or delay by Secured Party  to
      exercise  any  right hereunder  or  waiver  of any  default  shall  not
      operate as  a waiver of any  other right, of  further exercise of  such
      right, or of any further default.

          d.  Parties Bound.  This Agreement shall be binding upon and  inure
      to  the benefit  of  the parties  hereto  and their  respective  heirs,
      executors,    administrators,   legal   representatives,    successors,
      receivers, trustees and assigns where permitted by this Agreement.

          e.  Notice.   Notice  shall be given  or sent  when mailed  postage
      prepaid  to Debtor's address  given above  or to  Debtor's most  recent
      address as shown by notice of change on file with Secured Party.

          f.  Modifications.  This Agreement shall not be amended in any  way
      except by a written agreement signed by the parties hereto.

          g.  Severability.   The unenforceability of  any provision of  this
      agreement shall not affect the enforceability or validity of any  other
      provision hereof.

          h.  Construction.    The captions  herein  are for  convenience  of
      reference only and not for definiti6n or interpretation.

          i.  ambiguity.  In  event it shall be determined that there is  any
      ambiguity  contained  herein, said  ambiguity  shall not  be  construed
      against either party hereto as a result of such party's preparation  of
      this Agreement,  but, shall be interpreted  in favor or against  either
      of the parties hereto in light of all the facts, circumstances and  the
      intentions  of the  parties at  the  time of  their executive  of  this
      Agreement.

          j.  Governing  Law.    This Agreement  shall  be  governed  by  and
      construed in accordance with the laws of the State of Texas.
<PAGE>

                                        Secured Party:
                                        Ed Stefanko


                                        By: /s/
                                           -----------------

                                        Debtor:
                                        Varga Investments Inc.

                                        By: /s/
                                           -----------------
                                           Ed Stefanko, President