EXH10-10
                               SECURITY AGREEMENT



         This  Agreement,  made  as of the  5th day of  December,  1990,  by and
between AUTOMATED LIGHT  TECHNOLOGIES,  INC., having its principal office in the
Town of Vernon,  County of Tolland and State of Connecticut (the "DEBTOR"),  and
the  CONNECTICUT  DEVELOPMENT  AUTHORITY  having  its  principal  office  at 217
Washington  Street,  in the City of  Hartford,  County of Hartford  and State of
Connecticut, (the "AUTHORITY").

                              W I T N E S S E T H:

         In consideration of the mutual promises and covenants herein contained,
the parties agree as follows:

         1. Definitions. In this Agreement:

         a.       "Collateral" means all property of DEBTOR listed and described
                  in Schedule A hereto,  whether any of such  property  shall be
                  owned,  acquired  or crested by DEBTOR at any time  hereafter,
                  wherever   located,   and   the   products,   accessions,   or
                  substitutions  therefor,  and the accounts or proceeds arising
                  from the sale or  disposition  of any  Inventory of the DEBTOR
                  including any returns thereof,  including,  where  applicable,
                  the proceeds of insurance covering the above.

         b.       "Indebtedness" means all debts, liabilities and obligations of
                  any kind,  whenever  and  however  incurred  including  future
                  obligations  of the DEBTOR to, whether or not evidenced by any
                  notes, instruments,  documents or other writing, excluding the
                  obligations  of DEBTOR  pursuant to the Warrant  executed  and
                  delivered in connection with this transaction.

         c.       "Inventory"    means   all    merchandise,    raw   materials,
                  work-in-process,   parts,   supplies,  and  finished  products
                  intended for sale or lease or to be furnished  under contracts
                  of service of every kind and  description,  now or at any time
                  hereafter owned by and in the custody or possession, actual or
                  constructive,   of  the   DEBTOR,   including   goods  as  are
                  temporarily  out of the  DEBTOR's  custody or  possession  and
                  including any returns upon any accounts, or proceeds including
                  insurance  proceeds  resulting from the sale or disposition of
                  any of the foregoing.

         d.       "State"  means  any  state in  which  the  DEBTOR  carries  on
                  business or in which the collateral is at any time located.


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         e.       Any term not  defined  herein that  is defined  in the Uniform
                  Commercial  Code,  as enacted  in the  State,  shall  have the
                  meaning as defined therein.

         To secure the payment of a loan in the amount of THREE HUNDRED THOUSAND
AND NO/100 ($300,000.00)  DOLLARS plus interest,  payable in accordance with the
terms of a note of even date herewith,  which may be attached  hereto and made a
part  hereof  (the  "Note"),  and to secure  the  performance  or payment of all
Indebtedness  of any  kind,  whenever  and  however  incurred  of the  DEBTOR to
AUTHORITY  whether or not  evidenced  by notes or any other  instrument,  DEBTOR
hereby grants and conveys to a security interest in the Collateral.

         2. DEBTOR's  Covenants.  The DEBTOR  warrants,  covenants and agrees as
follows:

         a.       To pay and  perform  all of the  obligations  secured  by this
                  Agreement according to their terms.

         b.       To defend the title to the Collateral  against all persons and
                  against all claims, except claims which are permitted herein.

         c.       On  demand  of  the  AUTHORITY  to do the  following:  furnish
                  further  assurance of title,  execute any written agreement or
                  do any other acts  necessary  to  effectuate  the purposes and
                  provisions  of  this  Agreement,  execute  any  instrument  or
                  statement  required by law or  otherwise  in order to perfect,
                  continue or terminate  the security  interest of the AUTHORITY
                  in the  Collateral  and pay all costs of filing in  connection
                  therewith.

         d.       To retain possession of the Collateral during the existence of
                  this  Agreement  and  not to  sell,  exchange,  assign,  loan,
                  deliver,  lease, mortgage or otherwise dispose of same without
                  the written  consent of the AUTHORITY,  which consent will not
                  unreasonably  be withheld  (except for inventory  which may be
                  sold in the ordinary course of business).

         e.       To keep the  Collateral  at its present  locations  and not to
                  remove same (except for sales in the usual course of business)
                  without  the prior  written  consent of the  AUTHORITY,  which
                  consent will not be unreasonably withheld.

         f.       To keep the Collateral  free and clear of all liens,  charges,
                  encumbrances,  taxes and assessments,  except for the security
                  interest  of  a  prior  secured  party,  and  except  for  any
                  subsequent   encumbrances  consented  to  in  writing  by  the
                  AUTHORITY.


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         g.       To pay,  when due,  all taxes,  assessments  and license  fees
                  relating to the Collateral.

         h.       To keep the Collateral,  at the DEBTOR's own cost and expense,
                  in good repair and  condition  and to use it for the  purposes
                  intended  and not to  misuse,  abuse,  waste  or  allow  it to
                  deteriorate  except for  normal  wear and tear and to make the
                  same available for  inspection by the AUTHORITY  during normal
                  business hours.

         i.       To keep the Collateral insured against loss by fire, including
                  extended  coverage,  theft and other  hazards as the AUTHORITY
                  may require in an amount no less than eighty percent (is0%) of
                  the full value of the insurable Collateral.  Policies covering
                  the  Collateral  shall be obtained from  responsible  insurers
                  authorized  to do business  in  Connecticut,  Certificates  of
                  insurance  or  policies  shall  have  attached  thereto a loss
                  payable  clause  making loss  payable to the  AUTHORITY as its
                  interest  may  appear,  and  all  such  policies  and  renewal
                  policies shall be deposited with the AUTHORITY. Each policy or
                  endorsement  shall  contain a clause  requiring the insurer to
                  give  not  less  than ten (10)  days'  written  notice  to the
                  AUTHORITY in the event of  cancellation  of the policy for any
                  reason  whatsoever,  and is clause  that the  interest  of the
                  AUTHORITY  shall not be impaired or  invalidated by any act or
                  neglect  of the DEBTOR or owner of the  Collateral  nor by the
                  occupation of the Premises where the Collateral is located for
                  purposes more hazardous than are permitted by said policy. The
                  DEBTOR shall give  immediate  written  notice to the AUTHORITY
                  and to insurers of loss or damage to the  Collateral and shall
                  promptly  file  proofs of loss with  insurers.  Subject to the
                  rights of prior secured  parties,  the DEBTOR hereby  appoints
                  the  AUTHORITY  the  attorney of the DEBTOR in  obtaining  and
                  adjusting any such insurance and endorsing  settlement  drafts
                  and hereby  assigns to the AUTHORITY all sums which may become
                  payable under such  insurance,  including  return premiums and
                  dividends, as additional security for the indebtedness. In the
                  event of termination  is threatened  termination of insurance,
                  the  AUTHORITY  has the  right  to  obtain  its own  insurance
                  covering the  Collateral and to add the costs of obtaining and
                  maintaining such insurance as an additional  obligation of the
                  DEBTOR to the  AUTHORITY.  Nothing  herein  shall  relieve the
                  DEBTOR of his duty or  obligation  to do any ace for which the
                  AUTHORITY may be hereby appointed attorney for the DEBTOR.

         j.       In the  conduct of its  business,  the DEBTOR will comply with
                  all applicable laws , ordinances, rules and


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                  regulations   of   all   governmental    authorities    having
                  Jurisdiction over the DEBTOR and/or its business.

         k.       The DEBTOR authorizes the AUTHORITY, if the DEBTOR fails to do
                  so, to do all things  required of the DEBTOR herein and charge
                  all expenses incurred to the DEBTOR and charge interest on the
                  same until  repayment to it at the interest  rate  provided in
                  the Note;  and that  failure  to repay any said  advance  with
                  interest  within  fifteen (15) days from the date of demand by
                  the AUTHORITY shall constitute a default hereunder.

         l.       To  provide  the   AUTHORITY   with  a  balance  sheet  within
                  forty-five  (45) days of the end of each fiscal quarter of the
                  DEBTOR, and to provide annual financial statements prepared by
                  the DEBTOR's independent accountant within ninety (90) days of
                  the end of the DEBTOR's fiscal year, and to make all its books
                  and records  available for inspection by the AUTHORITY  during
                  reasonable business hours.

         3.       Non-Waiver.  Waiver of or  acquiescence  in any default by the
DEBTOR or failure of the  AUTHORITY  to insist  upon strict  performance  by the
DEBTOR of any  warranties or agreements  in this  Security  Agreement  shall not
constitute a waiver of any subsequent or other default or failure

         4.       Default.  The  following  shall  constitute  a default  by the
DEBTOR:

         a.       The occurrence of a default under the Note.

         b.       Failure by the DEBTOR to comply with or perform within fifteen
                  (15) days from the date of  performance  any provision of this
                  Agreement.

         c.       Materially false or misleading  representations  or warranties
                  made or given by the DEBTOR in connection with this Agreement.

         d.       Commencement of any bankruptcy or other insolvency  proceeding
                  by or against the DEBTOR  which is not  withdrawn,  dismissed,
                  discharged or removed within sixty (60) days of commencement.

         e.       Any  act  of the  DEBTOR  which  the  AUTHORITY,  in its  sole
                  discretion,   deems  will   imperil   the   prospect  of  full
                  performance or satisfaction of the DEBTOR's obligations to the
                  AUTHORITY.

         f.       Depreciation  (except  depreciation  as  reflected  for tax or
                  accounting  purposes)  or  impairment  of the  Collateral,  or
                  material and substantial change in the financial status of the
                  DEBTOR which Jeopardizes the


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prospect of performance of any of the warranties or covenants herein.

         g.       Default under any other loan  agreement,  promissory  note, or
                  security  agreement  executed  by the DEBTOR in respect of any
                  debt owed to the AUTHORITY or to any other person.

         5. Remedies on Default. Upon any default and without demand, the DEBTOR
agrees  immediately  to assemble  the  Collateral  and make it  available to the
AUTHORITY at the place and time  designated  in the said demand.  The  AUTHORITY
shall be entitled to immediate  possession of the  Collateral  and the AUTHORITY
may: (i) enter any premises  where any Collateral may be located for the purpose
of taking  possession  of and removing  same,  and (ii) sell,  assign,  lease or
otherwise  dispose of the  Collateral or any part  thereof,  either at public or
private sale acceptable to the AUTHORITY, all at the AUTHORITY's sole option and
as it, in its sole discretion,  may deem advisable, and the AUTHORITY may bid or
become  purchaser at any such sale if public,  free from any right of redemption
which is hereby  expressly  waived by the DEBTOR.  Until sale, the AUTHORITY may
store the  Collateral  on the premises  where it is located when seized,  and if
said  premises are the property of the DEBTOR,  the DEBTOR  agrees not to charge
the  AUTHORITY  for  storage  thereof for a period of ninety (90) days before or
after  sale  or  disposition  of  said  Collateral.  Unless  the  Collateral  is
perishable or threatens to decline speedily in value or is of a type customarily
sold in a  recognized  market,  the  AUTHORITY  will give the DEBTOR  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 the DEBTOR at least
five (5) days before the time of the sale or disposition.

         The net cash proceeds resulting from the collection, liquidation, sale,
or other  disposition of the  Collateral  shall be applied first to the expenses
(including  a11  attorneys'  fees) of preparing for said,  storing,  processing,
selling,  collecting,  liquidating the Collateral and the like, and then t-o the
satisfaction of all  liabilities of the DEBTOR to the AUTHORITY,  application as
to particular  obligations or against principal or interest under the Note to be
in the AUTHORITY's sole discretion.  The DEBTOR shall be liable to the AUTHORITY
and shall pay to the AUTHORITY on demand,  any deficiency which may remain after
such  sale,  disposition,  collection  or  liquidation  of  collateral,  and the
AUTHORITY  in turn  agrees to remit to the  DEBTOR,  or other  persons  as their
interests  appear,  any surplus  remaining after all such  liabilities have been
paid in full.

         To facilitate  the exercise by the AUTHORITY of the rights and remedies
set forth in this section,  the DEBTOR hereby  constitutes  the AUTHORITY or any
other person whom the  AUTHORITY  may  designate,  as  attorney-in-fact  for the
DEBTOR, at the


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DEBTOR's  expense,  to exercise all or any of the  foregoing  powers,  and other
powers  incidental  to the  foregoing,  all of  which,  being  coupled  with  an
interest,  shall be irrevocable,  shall continue until all obligations have been
paid in full and shall be in addition to any other rights and remedies  that the
AUTHORITY may have.

         6.  Attorneys' Fees etc. Upon any default,  the AUTHORITY's  attorneys'
reasonable  fees and the legal and other  expenses for pursuing,  searching for,
receiving,  taking, keeping,  storing,  advertising,  and selling the Collateral
shall be chargeable to the DEBTOR.

         7.  Cross-Default.  Any default under the terms of this Agreement shall
constitute  a  default  under  the Note and any other  document  or  instruments
evidencing  or securing  any other loan now  existing or  hereafter  made by the
Authority to the Borrower,  and a default under the Note or such other documents
or instruments shall constitute a default under this Agreement.

         8. Other Rights.  In addition to all rights and remedies  herein,  upon
default,  the  AUTHORITY  shall have such other  rights and  remedies as are set
forth in the Uniform  Commercial Code and the Connecticut  General Statutes.  as
amended.

         9. Prejudgment Remedies Waiver. The DEBTOR hereby acknowledges that the
transaction  of  which  this  Security  Agreement  forms a part is a  commercial
transaction as defined under Chapter 903^ of the Connecticut  General  Statutes,
as amended,  and hereby  waives  right to notice and hearing  said  Statutes and
authorizes  the  AUTHORITY  attorney  to issue a writ for a  preJudgment  remedy
without court order.

         10.  Binding  Effect.  The  terms,  warranties  and  agreements  herein
contained shall bind and inure to the benefit of the respective  parties hereto,
and their respective legal representatives, successors and assigns .

         11.  Assignment.  The  AUTHORITY  may  assign  without  limitation  its
security  interest in the Collateral.  Prior to assigning such security interest
to a bona fide, unrelated third party for value, the AUTHORITY shall give notice
of such  proposed  assignment to the DEBTOR . The DEBTOR shall have the right to
have the security  interest  assigned to it on the same terms and  conditions as
are set forth in the proposed  assignment.  If the DEBTOR elects to exercise its
rights to have the security interest assigned to it, it shall give notice of the
same to the  AUTHORITY  within  thirty (30) days of the date of the  AUTHORITY's
notice to the DEBTOR.  Failure of the DEBTOR to provide such notice  within said
thirty  (30) days shall  terminate  the  DEBTOR's  right of first  refusal  with
respect thereto.


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         12. Choice of Law. The law of the State of Connecticut shall govern the
rights and duties of the parties herein contained.

         IN WITNESS  WHEREOF,  the parties have  respectively  signed and sealed
these presents at Hartford, Connecticut the day and year first above written.

WITNESSED BY:                       AUTOMATED LIGHT TECHNOLOGIES, INC.

                                    By:    /s/                          
------------------------                  --------------------------------------
                                          MOHD A. ASLAMI
                                          Its President
------------------------


                                    CONNECTICUT DEVELOPMENT AUTHORITY

                                    By:                                        
------------------------                  --------------------------------------
                                          EDWARD A. ZELINS
                                          Its Loan Officer
------------------------


<PAGE>



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

         On this 5th day of December,  1990, before me, the undersigned officer,
personally appeared Mohd A. Aslami, who acknowledged himself to be the President
of  Automated  Light  Technologies,  Inc.,  a  corporation,  and that he as such
President,  being authorized so to do, execute the foregoing  instrument for the
purposes therein contained, by signing the name of the corporation by himself as
President.

         In Witness Whereof I hereunto set my hand.


                                            ------------------------------------
                                            Commissioner of the Superior Court


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

         On this 5th day of December,  1990, before me, the undersigned officer,
personally  appeared Edward A. Zelinsky,  who  acknowledge  himself to be a loan
officer of the Connecticut  Development Authority,  and that he as such officer,
being  authorized so to do,  executed the foregoing  instrument for the purposes
therein contained,  by signing the name of the Connecticut Development Authority
by himself as such officer.

         In Witness Whereof I hereunto set my hand.



                                            ------------------------------------
                                            Commissioner of the Superior Court



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                                   SCHEDULE A

     (a)  All goods of the  DEBTOR,  including  without  limitation:  machinery,
          equipment, furniture, furnishings, fixtures, tools, supplies and motor
          vehicles of every kind and  description  now or hereafter owned by the
          DEBTOR or in which the DEBTOR may have or may  hereafter  acquire  any
          interest, together with all customer lists and records of the business
          and all improvements thereto.

     (b)  All  inventory  of the  DEBTOR,  including,  but not  limited  to: all
          merchandise,  raw material, parts, supplies, work in process, finished
          products  intended  for sale,  of every  kind and  description  now or
          hereafter  owned by and in the  custody  of or  possession,  actual or
          constructive, of the DEBTOR including such inventory as is temporarily
          out of the DEBTOR's  custody or  possession  and including any returns
          upon any accounts or other  proceeds,  including  insurance  proceeds,
          resulting  from  the  sale  or  disposition  of any of the  foregoing,
          including,  among other things,  but not limited to, raw materials and
          finished  products and  including  all other  classes of  merchandise,
          materials, parts, supplies, work in process,  inventories and finished
          products   intended  for  sale  by  the  DEBTOR  including   inventory
          temporarily removed from its customary location.

     (c)  All contract rights and general  intangibles of the DEBTOR,  including
          without limitation:  goodwill,  trademarks, trade styles, trade names,
          patents, patent applications and deposit accounts.

     (d)  All  present  and  future  accounts,  accounts  receivable  and  other
          receivables and all books and records relating thereto.

     (e)  All documents,  instruments and chattel paper;  and whether any of the
          foregoing  types or items of  property  referred to in (a) through (e)
          above (the "Collateral") shall be acquired or created by the DEBTOR at
          any time hereafter, wherever located, and the products and proceeds of
          the  Collateral  and  any  replacements,   additions,  accessions,  or
          substitutions  of the  Collateral,  after acquired  property,  and the
          accounts  or  proceeds  arising  from the sale of  disposition  of any
          inventory  of the DEBTOR  including  any returns  thereof;  including,
          where applicable, the proceeds of insurance covering the Collateral.