EXH10-5
                              COLLATERAL ASSIGNMENT
                             AND SECURITY AGREEMENT


THIS AGREEMENT,  made as of this _2nd of August,  1990, by and between AUTOMATED
LIGHT TECHNOLOGIES, INC., a Connecticut corporation with an office at 176 Bolton
Road, Vernon, Connecticut ("Assignor") and CONNECTICUT INNOVATIONS INCORPORATED,
a  corporation  constituted  a  quasi-public  instrumentality  of the  State  of
Connecticut with an office at 845 Brook Street, Rocky Hill,  Connecticut,  06067
("CII").

WHEREAS,  Assignor has executed  and  delivered to CII a promissory  note in the
principal  amount of  $300,000.00  (the  "Note"),  pursuant  to a  certain  loan
agreement between Assignor and CII dated August 2, 1990 (the "Loan  Agreement");
and

WHEREAS, in order to induce CII to execute and deliver the Loan Agreement and to
make the loan and as  security  for the  performance  by  Assignor of its duties
under the Note,  the Loan Agreement and other  documents  executed in connection
therewith,  Assignor has agreed to assign to CII certain  patent,  trademark and
copyright rights and to grant to CII a security interest therein.

NOW THEREFORE,  in  consideration  of the premises and the agreements  contained
herein, Assignor hereby agrees with CII as follows:

         1.  To  secure  the  complete  and  timely  performance  of  Assignor's
responsibilities  under  the  Note,  the  Loan  Agreement  and  other  documents
delivered in connection therewith, Assignor hereby rants, assigns and conveys to
CII its entire  right,  title and  interest in and to the  patents,  trademarks,
copyrights and  intellectual  property or licenses  thereto listed in Schedule A
attached hereto, including without limitation all proceeds thereof, the right to
sue for past, present and future infringements, all rights corresponding thereto
throughout  the  world and all  reissues,  divisions,  continuations,  renewals,
extensions  and  continuations-in-part  thereof  and  all  improvements  thereon
(collectively   called  the  "Rights")  and  all  future  patents,   trademarks,
copyrights  and  intellectual  property  which may be obtained  by Assignor  and
acquired or created by Assignor after the date hereof ("After Acquired Rights").
For the purposes of this Agreement the term  "intellectual  property" shall mean
all creations,  inventions and ideas developed, created, acquired or obtained by
Assignor  during such time as the Note is outstanding  whether or not such items
are  patentable,   patented,   trademarkable,   trademarked,   copyrightable  or
copyrighted.

         2.       Assignor covenants and warrants:

               a. the Rights are subsisting  and have not been adjudged  invalid
or unenforceable, in whole or in part



<PAGE>



               b. to the best of  Assignor's  knowledge,  each of the  Rights is
valid and enforceable and Assignor has notified CII in writing of all prior acts
with  respect to the  Rights  (including  public  uses and sales) of which it is
aware:

               c.  Assignor  is the sole and  exclusive  owner of the entire and
unencumbered  right,  title and interest in and to each of the rights,  free and
clear of any liens,  charges  and  encumbrances,  including  without  limitation
licenses, shop rights and covenants not to sue; and

               d.  Assignor  has  the  unqualified  right  to  enter  into  this
Agreement  and perform its terms and has entered  into written  agreements  with
each of its  employees,  agents and  consultants  which will enable it to comply
with the covenants herein contained.

Assignor agrees that,  until all of the liabilities  under the Note and the Loan
Agreement  have been  satisfied  in full,  it will not enter into any  agreement
which is inconsistent with Assignor's  obligations hereunder without CII's prior
written consent, which consent shall not be unreasonably withheld.

         3. If, before all liabilities  under the Note shall have been satisfied
in full, Assignor shall become entitled to the benefit of any patent,  trademark
or  copyright  application  or  patent,  trademark  or  copyright  for  reissue,
division, continuation,  renewal, extension or continuation-in-part of any Right
or any  After  Acquired  Right or any  improvement  on any  Right  or any  After
Acquired  Right,  Assignor  shall  give CII  prompt  notice  of the same and the
provisions of Paragraph 1 shall apply thereto.

         4. If Assignor has not filed a formal application for any of the Rights
or After  Acquired  Rights within three months of the date hereof or if any such
application lists the inventor, owner, product, trademark or copyright by a name
different from that set forth on Schedule A, then Assignor agrees to execute, if
necessary,  a separate  agreement for such Right or After  Acquired Right at the
time such application is filed.

         5. Assignor hereby  authorizes CII to modify this Agreement by amending
Schedule  A  to  include  any  reissues,  divisions,  continuations,   renewals,
extensions and  continuations-in-part  of any Rights,  After Acquired Rights and
any improvements thereon.

         6. Unless and until  there  shall have  occurred an event of default as
defined in the Loan  Agreement  or the Note,  CII hereby  grants to Assignor the
exclusive,  nontransferable  right and license to make,  have made, use and sell
the  inventions,  trademarks and copyrights  disclosed and claimed in the Rights
and After  Acquired  Rights for  Assignor's own benefit and account and for none
other.  Assignor  agrees  not to sell or assign  its  interest  in, or grant any
sublicenses  under the license  granted herein without the prior written consent
of CII, which consent shall not be unreasonably withheld.

         7. If any event of default under the Loan Agreement,  Note or any other
document  executed in  connection  with the loan shall have  occurred and not be
cured within any applicable cure


<PAGE>



period or extended period as permitted by CII,  Assignor's license of the Rights
and After Acquired Rights as set forth in Paragraph 6 shall terminate forthwith,
and CII shall have,  in addition to all other  rights and  remedies  given it by
this  Agreement,  those  allowed by law and the rights and remedies of a secured
party under the Uniform  Commercial Code as enacted in any jurisdiction in which
the Rights and After Acquired  Rights may be located and,  without  limiting the
generality  of  the  foregoing,   CII  may,   without  demand  for  performance,
immediately sell,  assign,  lease or otherwise dispose of the Rights,  the After
Acquired Rights or any part thereof, either at public or private sale acceptable
to CII,  all at CII's sole  option and as it, in its sole  discretion,  may deem
advisable. CII will give Assignor reasonable notice of the time and place of any
public  sale  or the  time  after  which  any  private  sale or  other  intended
disposition  will be made. The requirement of reasonable  notice shall be met if
such notice is mailed to Assignor at least fifteen (15) business days before the
time of the sale or  disposition.  After  deducting from the proceeds of sale or
other  disposition  of  the  Rights  and  After  Acquired  Rights  all  expenses
(including all reasonable  expenses for brokers' fees and legal  services),  CII
shall apply the residue of such  proceeds  towards the payment of the Note.  Any
remainder of the proceeds  after  payment in full of the Note shall be paid over
to the Assignor.  At any such sale or other  disposition of the Rights and After
Acquired  Rights,  any holder of the Note or CII may,  to the  extent  permitted
under  applicable  law,  purchase  the whole or any part of the Rights and After
Acquired  Rights,  free from any right of  redemption  on the part of  Assignor,
which right is hereby waived and released.

         8. At  such  time  as  Assignor  shall  completely  satisfy  all of the
liabilities under the Note, CII shall execute and deliver to Assignor all deeds,
assignments  and other  instruments  as may be  necessary or proper to revest in
Assignor  full  title to the Rights and After  Acquired  Rights,  subject to any
disposition thereof which may have been made by CII pursuant hereto.

         9. Any and all fees,  costs and expenses,  of whatever kind and nature,
including  reasonable  attorneys'  fees and legal  expenses,  incurred by CII in
connection  with the  preparation  of this  Agreement  and all  other  documents
relating hereto and the consumation of this transaction, the filing or recording
of any  documents  (including  all  taxes in  connection  therewith)  in  public
offices, the payment or discharge of any taxes, counsel fees,  maintenance fees,
encumbrances  or otherwise  protecting,  maintaining,  preserving the Rights and
After Acquired  Rights or in defending or prosecuting any actions or proceedings
arising  out of or related to the Rights  and After  Acquired  Rights,  shall be
borne and paid by  Assignor on demand by CII and until so paid shall be added to
the  principal  amount of the Note and shall bear interest at the rate set forth
in the Note.

         10. Assignor shall have the duty, through counsel reasonably acceptable
to CII, to prosecute diligently any application of the Rights and After Acquired
Rights pending as of the date hereof or thereafter  until the Note has been paid
in full, to make  application  on unpatented  but  patentable  inventions and to
preserve and maintain all rights in patent, trademark and copyright applications
and patents,  trademarks and copyrights of the Rights and After Acquired  Rights
Any expenses incurred in connection with such an application and/or preservation
or  maintenance  of the  Rights  and  After  Acquired  Rights  shall be borne by
Assignor.  The Assignor shall not abandon any right to any patent,  trademark or
copyright or intellectual property, any patent, trademark, copyright application
or to file a patent, trademark or copyright application or extension,  division,
continuation,


<PAGE>



renewal,  reissue,  continuation-in-part  or  improvement  thereof  without  the
consent of CII, which consent shall not be unreasonably withheld.

         11. CII shall have the right but shall in no way be  obligated to bring
suit in its own name to  enforce  the  Rights,  After  Acquired  Rights  and any
license  thereunder,  in which event Assignor shall at the request of CII do any
and all lawful acts and execute any and all proper documents  required by CII in
aid of such  enforcement.  Assignor shall promptly,  upon demand,  reimburse and
indemnify CII for all costs and expenses  incurred by CII in the exercise of its
rights  hereunder.  In the event that CII does not  exercise  its right to bring
suit to enforce the Rights,  After Acquired  Rights and any license  thereunder,
then Assignor shall have the duty, through counsel reasonably acceptable to CII,
to bring suit to enforce  the  Rights,  After  Acquired  Rights and any  license
thereunder .

         12. No course of dealing  between  Assignor and CII, nor any failure to
exercise,  nor any delay in exercising,  on the part of CII, any right, power or
privilege  hereunder  or under the Loan  Agreement  or Note  shall  operate as a
waiver thereof;  nor shall any single or partial exercise of any right, power or
privilege hereunder or thereunder preclude any other or further exercise thereof
or the exercise of any other right, power or privilege.

         13. All of CII's  rights and  remedies  with  respect to the Rights and
After Acquired Rights,  whether  established  hereby or by the Loan Agreement or
Note,  or by any  other  agreements  or by law  shall be  cumulative  and may be
exercised singularly or concurrently.

         14. The provisions of this  Agreement are severable,  and if any clause
shall be held invalid and unenforceable in whole or in part in any jurisdiction,
then such  invalidity  or  unenforceability  shall  affect  only such  clause or
provision,  or part thereof,  in such jurisdiction,  and shall not in any manner
affect such clause or provision in any other  jurisdiction,  or any other clause
or provision of this Agreement in any jurisdiction.

         15. This Agreement is subject to modification  only by a writing signed
by the parties, except as provided in Paragraph 5.

         16. 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.  CII agrees that,  unless  Assignor 18 in default under the loan
made by CII to Assignor as of the date hereof and such loan has been accelerated
by CII, it shall not have the right to assign this  Agreement to a competitor of
Assignor.  For the purposes  hereof,  a  "competitor  of Assignor"  shall be any
person  or  entity  that  develops,  manufactures  or  markets  systems  for the
monitoring of or the locating of breaks and damages in fiber optic and/or copper
lines or any other  system or  systems  currently  or in the  future  developed,
manufactured or marketed by Assignor.

         17. This  Agreement  shall be governed by and  construed in  accordance
with the laws of the State of Connecticut.



<PAGE>




IN WITNESS  WHEREOF,  the parties  hereunto  set their hands and seals as of the
_____ day of August, 1990.


                                    AUTOMATED LIGHT TECHNOLOGIES, INC.

                                    By:______________________________
                                       MOHD A. ASLAMI
                                       Its President
                                       Duly Authorized


                                    CONNECTICUT INNOVATIONS
                                    INCORPORATED

                                    By:_____________________________
                                       DAVID C. DRIVER
                                       Its Executive Director
                                       Duly authorized


<PAGE>



STATE OF CONNECTICUT)
                    ) ss. at Hartford
COUNTY OF HARTFORD  )

The foregoing was acknowledged before me, the undersigned officer,  this 2nd day
of August,  1990 by Mohd A. Aslami,  President of Automated Light  Technologies,
Inc., a corporation, on behalf of the corporation.



                                                -------------------------------
                                                Commissioner of the Superior
                                                Court/Notary Public



STATE OF CONNECTICUT)
                    ) ss. at Rocky Hill
COUNTY OF HARTFORD  )

The foregoing was acknowledged  before me, the undersigned  officer,  this _____
day of  August,  1990 by David  C.  Driver  Executive  Director  of  Connecticut
Innovations Incorporated, a corporation, on behalf of the corporation.




                                                -------------------------------
                                                Commissioner of the Superior
                                                Court/Notary Public



<PAGE>



                                   SCHEDULE A



I.       PATENTS

         A.       CABLE MONITORING SYSTEM PATENTS

         l.       Original Patents

                  a. U.S. Patent Number 4,480,251
                  b. U.K. Patent Number GB 2082406B

         2.       Cable Failure Detection System

                  a. U.S. Patent Application Number 512,318 - Filed 4/20/90
                  b. U.S. Patent Application Number 339,967 - Filed 4/19/89
                  c. U.S. Patent Application Number 175,251 - Filed 3/30/88
                  d. Filings of Patents of Confirmation

         B.       LONG RANGE FAULT LOCATOR PATENT FILINGS

         1.       Resistive Fault Location Means & Device for Use on
                  Electrical Cables

                  a. U.S. Patent Application Number 07/293,288 - Filed 1/4/89
                  b. European Patent Application EP 0372191 A2
                  c. British Preliminary Patent Application
                  d. Japanese Patent Application Number PA-05440

II.      TRADEMARKS

         A.       "FLOODHOUND" - Registration Number 1,485,151