EXH10-3
                               SECURITY AGREEMENT

         AGREEMENT,  made as of the ____ day of  August,  1990,  by and  between
AUTOMATED LIGHT TECHNOLOGIES,  INC., a corporation  organized and existing under
the laws of the State of  Delaware,  having its  principal  office at 176 Bolton
Road,   Vernon,   Connecticut  (the  "DEBTOR"),   and  CONNECTICUT   INNOVATIONS
INCORPORATED,  a corporation  constituted a quasi-public  instrumentality of the
State of  Connecticut,  having its  principal  office at 845 Brook Street in the
Town of Rocky Hill,  County of Hartford and State of  Connecticut  (the "SECURED
PARTY").

                              W I T N E S S E T H:

         To secure the payment of an  indebtedness  in the total 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 from DEBTOR to SECURED
PARTY,  a copy of which may be attached  hereto as Exhibit A (the "Note") and to
secure the  performance or payment of all debts,  liabilities and obligations of
any kind,  whenever and however incurred,  of DEBTOR to SECURED PARTY whether or
not  evidenced by any notes or other  instrument  (the  "indebtedness"),  DEBTOR
hereby  grants and  conveys to the  SECURED  PARTY a  security  interest  in the
property  described  in  Schedule A attached  hereto (the  "Collateral"),  which
Collateral  the  DEBTOR  represents  will be used  primarily  in  business,  all
proceeds  thereof,  if any, and all  substitutions,  replacements and accessions
acquired by the DEBTOR  subsequent to the execution of this  Agreement and prior
to its termination.

         1.       Debtor's Covenants:  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  other
                  persons and against all other claims,  except claims which are
                  permitted herein.

         c.       On  demand  of  SECURED  PARTY  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 SECURED PARTY
                  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 the same,
                  except for inventory sold in the ordinary  course of business,
                  without  the prior  written  consent of SECURED  PARTY,  which
                  consent will not unreasonably be withheld.


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         e.       To keep the  Collateral  at its present  locations  and not to
                  remove same,  except for inventory sold in the ordinary course
                  of business and other assets as permitted herein,  without the
                  prior written consent of SECURED PARTY, which consent will not
                  unreasonably be withheld.

         f.       To keep the Collateral  free and clear of all liens,  charges,
                  encumbrances, taxes and assessments.

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

         h.       To keep the Collateral,  at 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 SECURED PARTY during normal
                  business hours.

         i.       To keep the Collateral insured against loss by fire, including
                  extended  coverage,  theft and other  hazards as SECURED PARTY
                  may require in an amount no less than eighty  percent (80%) of
                  the 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 SECURED  PARTY as its
                  interest may appear,  and a copy of such  policies and renewal
                  policies shall be deposited with SECURED PARTY. Each policy or
                  endorsement  shall  contain a clause  requiring the insurer to
                  give not less than ten (10)  days'  written  notice to SECURED
                  PARTY  in the  event of  cancellation  of the  policy  for any
                  reason  whatsoever,  and a clause that the interest of SECURED
                  PARTY  shall  not be  impaired  or  invalidated  by any act or
                  neglect  of  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.
                  DEBTOR shall give  immediate  written  notice to SECURED PARTY
                  and to insurers of loss or damage to the  Collateral and shall
                  promptly  file  proofs of loss with  insurers.  DEBTOR  hereby
                  appoints  SECURED  PARTY  an  attorney-in-fact  of  DEBTOR  in
                  obtaining  and  adjusting  any such  insurance  and  endorsing
                  settlement drafts and hereby assigns to SECURED PARTY 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  or  threatened
                  termination of insurance and provided  DEBTOR has not provided
                  SECURED  PARTY with notice no less than thirty (30) days prior
                  to the termination or threatened  termination date, that it is
                  changing  or has changed  insurance  companies  together  with
                  evidence  of premium  payment or has  otherwise  replaced  the
                  insurance   which  is  the  subject  of  the   termination  or
                  threatened termination,  SECURED PARTY 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 DEBTOR to SECURED  PARTY.  Nothing  herein shall
                  relieve


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                  DEBTOR  of its  duty or  obligation  to do any  act for  which
                  SECURED PARTY may be hereby appointed attorney for DEBTOR.

         j.       In the  conduct of its  business,  DEBTOR will comply with all
                  applicable  laws,  ordinances,  rules and  regulations  of all
                  governmental   authorities  having  jurisdiction  over  DEBTOR
                  and/or its business.

         k.       DEBTOR authorizes  SECURED PARTY, if DEBTOR fails to do so, to
                  do all  things  required  of  DEBTOR  herein  and  charge  all
                  expenses  incurred  to DEBTOR and charge  interest on the same
                  until  repayment  to it at the interest  rate  provided in the
                  Note.  Failure to repay any said  advance with  interest  upon
                  demand by SECURED PARTY shall constitute a default hereunder.
         l.       To  provide   SECURED  PARTY   financial   statements   within
                  forty-five  (45)  days of the end of each  fiscal  quarter  of
                  DEBTOR, and to provide annual financial statements prepared by
                  DEBTOR'S independent accountant within ninety (90) days of the
                  end of  DEBTOR'S  fiscal  year,  and to make all its books and
                  records  available  for  inspection  by SECURED  PARTY  during
                  reasonable business hours.

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

         3.       Default: The following shall constitute a default:

                  a.       Failure to pay any  installment  of the  indebtedness
                           set forth in the Note  within  the  applicable  grace
                           period.

                  b.       Failure  by  DEBTOR  to  comply  with  any   material
                           provision of this Agreement  within fifteen (15) days
                           of the date for  performance  or of the Note or other
                           obligations  secured  hereby  with in any  applicable
                           grace and cure period.

                  c.       Materially  false or  misleading  representations  or
                           warranties made or given by DEBTOR in connection with
                           this Agreement,  the Loan Agreement,  the Note or any
                           other financing  document  delivered to SECURED PARTY
                           in connection  with the Loan made by SECURED PARTY to
                           the DEBTOR of even date herewith.

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

                  e.       Any act of DEBTOR which  SECURED  PARTY,  in its sole
                           discretion and in good faith,  deems will imperil the
                           prospect  of  full  performance  or  satisfaction  of
                           DEBTOR' S obligations to SECURED PARTY .


<PAGE>




                  f.       Depreciation  (except  depreciation  as reflected for
                           tax or  accounting  purposes)  or  impairment  of the
                           Collateral,   or  material   adverse  change  in  the
                           financial  status of  DEBTOR  which  jeopardizes  the
                           prospect of repayment  of the Loan or of  performance
                           of any of the  covenants  herein or renders  false or
                           misleading any warranties made herein.

                  g.       Default after  expiration of any applicable grace and
                           cures  periods   under  any  other  loan   agreement,
                           promissory note,  mortgage deed or security agreement
                           executed  by  DEBTOR in  respect  of any debt owed to
                           SECURED  PARTY or to any  other  person  which in the
                           sole,   reasonable   opinion  of  the  SECURED  PARTY
                           materially affects the credit of the Borrower.

         4. Remedies on Default:  Upon any default and upon demand DEBTOR agrees
immediately to assemble the Collateral and make it available to SECURED PARTY at
the  place  and time  designated  in the said  demand.  SECURED  PARTY  shall be
entitled to immediate  possess ion of the  Collateral  and SECURED PARTY may (i)
enter any premises where any Collateral may be located for the purpose of taking
possession of and removing the same; and (ii) sell,  assign,  lease or otherwise
dispose of the Collateral or any part thereof,  either at public or private sale
acceptable to SECURED  PARTY,  all at SECURED  PARTY's sole option and as it, in
its sole  discretion,  may deem  advisable,  and SECURED PARTY may bid or become
purchaser at any such sale, if public,  free from any right of redemption  which
is hereby expressly waived by DEBTOR.  Until such sale,  SECURED PARTY may store
the  Collateral  on the  premises  where it is located  when seized and, if said
premises be the property of DEBTOR,  DEBTOR agrees not to charge SECURED PARTY f
or  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,  SECURED PARTY will give 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 DEBTOR at least  fifteen (15)  business 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 all attorneys' reasonable tees) Of storing,  processing and preparing
for  sale,  selling,  collecting,  liquidating  and the  like,  and  then to the
satisfaction of all liabilities of the DEBTOR to SECURED PARTY, with application
as to particular  obligations or against principal or interest under the Note to
be in SECURED PARTY's sole  discretion.  DEBTOR shall be liable to SECURED PARTY
and shall pay to SECURED PARTY, on demand, any deficiency which may remain after
such sale,  disposition,  collection or liquidation  of Collateral,  and SECURED
PARTY in turn  agrees to remit to 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 SECURED PARTY of the rights and remedies
set forth in this  section in the event of default,  DEBTOR  hereby  constitutes
SECURED  PARTY  or any  other  person  whom  SECURED  PARTY  may  designate,  as
attorney-in-fact for the DEBTOR, at DEBTOR's expense, to


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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 SECURED PARTY may have.

         5. Attorneys' Fees, etc.: Upon any event of default,  SECURED PARTY t 8
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 and paid by DEBTOR.

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

         7. PREJUDGMENT  REMEDIES WAIVER:   DEBTOR HEREBY  ACKNOWLEDGES THAT THE
TRANSACTION  OF  WHICH  THIS  SECURITY  AGREEMENT  FORMS A PART IS A  COMMERCIAL
TRANSACTION  AS  DEFINED  UNDER  SECTION  52-278a  OF  THE  CONNECTICUT  GENERAL
STATUTES,  AS AMENDED, AND HEREBY WAIVES ANY RIGHT TO NOTICE AND A HEARING UNDER
SECTION 52-278a ET SEQ. OF SAID STATUTES AND AUTHORIZES SECURED PARTY'S ATTORNEY
TO ISSUE A WRIT FOR A PREJUDGMENT REMEDY WITHOUT COURT ORDER.

         8.  Binding  Effect:  The  terms,   warranties  and  agreements  herein
contained  shall be  binding  upon and inure to the  benefit  of the  respective
parties  hereto  and their  respective  legal  representatives,  successors  and
assigns.  This  Agreement  may be assigned  only to a permitted  assignee of the
Note.

         9. Governing Law: This Agreement  shall be governed by and construed in
accordance with the laws of the State of Connecticut.

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

WITNESSED BY:                              CONNECTICUT INNOVATIONS INCORPORATED

___________________________                BY:__________________________________
                                              DAVID-C. DRIVER
                                              Its Executive Director

___________________________

                                           AUTOMATED LIGHT TECHNOLOGIES, INC.

___________________________                BY:__________________________________
                                              MOHD A. ASLAMI
                                              Its President
                                              Duly Authorized



<PAGE>



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

         On this ___ day of August,  1990,  before me, the undersigned  officer,
personally  appeared  David  C.  Driver,  who  acknowledged  himself  to be  the
Executive Director of CONNECTICUT INNOVATIONS INCORPORATED,  a corporation,  and
that he as such  Executive  Director,  being  authorized so to do,  executed the
foregoing  instrument for the purposes herein contained,  by signing the name of
the corporation by himself as Executive Director.

         In Witness Whereof I hereunto set my hand.




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

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

         On this 2nd day of August,  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, executed the foregoing instrument for the
purposes herein 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/Notary Public



<PAGE>



                                   SCHEDULE A


(a)      All  goods of  Debtor,  including  without  limitation  all  machinery,
         equipment furniture,  furnishings,  fixtures, t0018, 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 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
         Debtor  including  such  inventory  as is  temporarily  out of Debtor's
         custody or  possession  and  including any returns upon any accounts or
         other proceeds,  includlng 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 Debtor
         including inventory temporarily removed from its customary location;

(c)      All  contract  rights and  general  intangibles  of  Debtor,  including
         without limitation,  goodwill,  copyrights,  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; and

(e)      All documents, instruments and chattel paper;

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 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  thereof  including any returns thereof,  and including,
where applicable, the proceeds of insurance covering the Collateral.

         DEBTOR:                                     SECURED PARTY:
         Automated Light Technologies,               Connecticut Innovations
         Inc.                                          Incorporated
         176 Bolton Road                             845 Brook Street
         Vernon, CT                                  Rocky Hill, CT