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                                                                EXHIBIT 10.48

                               SECURITY AGREEMENT


     This Security Agreement is made and entered into this 5th day of June,
1997, between The Sled Dogs Company ("Debtor") and the persons specified on
Exhibit A hereto, as the same may be amended from time to time (collectively
referred to as the "Secured Parties").

                                    RECITALS

     WHEREAS, Debtor has borrowed from the Secured Parties and has made,
executed and delivered promissory notes, in favor of the Secured Parties (the
"Promissory Notes") as set forth in Schedule 1 hereto, as amended from time to
time; and

     WHEREAS, to induce the Secured Parties to lend such amount, Debtor has
agreed to grant the Secured Parties a security interest in certain of its
assets;

                                   AGREEMENT

     NOW, THEREFORE, in consideration of the above recitals and the mutual
covenants hereinafter set forth, the parties hereto agree as follows:

     1. Creation of Security Interest.  Debtor hereby grants to the Secured
Parties a subordinate security interest in all of Debtor's right, title and
interest in and to the collateral described in Section 2 below (the
"Collateral") in order to secure the payment and performance of the obligations
of Debtor to the Secured Parties described in Section 3 below (the "Security
Interest").

     2. Collateral.  The Collateral under this Security Agreement is as
follows:

INVENTORY:  All inventory of Debtor, as such term is defined in the UCC,
whether now owned or hereafter acquired, whether consisting of whole goods,
spare parts or components, supplies or materials, whether acquired, held or
furnished for sale, for lease or under service contracts or for manufacture or
processing, and wherever located; and

ACCOUNTS AND OTHER RIGHTS TO PAYMENT:  Each and every right of Debtor to the
payment of money, whether such right to payment now exists or hereafter arises,
whether such right to payment arises out of a sale, lease or other disposition
of goods or other property, out of a rendering of services, out of a loan, out
of the overpayment of taxes or other liabilities, or otherwise arises under any
contract or agreement, whether such right to payment is created, generated or
earned by Debtor or by some other person who subsequently transfers such
person's interest to Debtor, whether such right to payment is or is not already
earned by performance, and howsoever such right to payment may be evidenced,
together with all other rights and interests (including all liens and security
interests) which Debtor may at any time have by law or agreement against any
account




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debtor or other obligor obligated to make any such payment or against any
property of such account debtor or other obligor, all including all of Debtor's
rights to payment in the form of all present and future accounts, contract
rights, loans and obligations receivable, chattel papers, bonds, notes and
other debt instruments, tax refunds and rights to payment in the nature of
general intangibles; and

EQUIPMENT: All of the Debtor's equipment, as such term is defined in the UCC
whether now or hereafter owned, including all present and future machinery,
vehicles, furniture, fixtures, manufacturing equipment, shop equipment, office
and recordkeeping equipment, parts, tools, supplies, and including specifically
the goods described in any equipment schedule or list herewith or hereafter
furnished to the Secured Parties by the Debtor; and

GENERAL INTANGIBLES:  All of the Debtor's general intangibles, as such term is
defined in the UCC, whether now owned or hereafter acquired, including all
present and future contract rights, patents, patent applications, copyrights,
trademarks, trade names, trade secrets, customer or supplier lists and
contracts, license agreements regarding any intellectual property (including,
without limitation, the Patent and Trademark License Agreement), manuals,
operating instructions, permits, franchises, the right to use the Debtor's
name, and the goodwill of Debtor's business; and

PROCEEDS:  Together with all substitutions and replacements for and products of
any of the foregoing property and together with proceeds of any and all of the
foregoing property and, in the case of all tangible property, together with all
accessions and together with (i) all accessories, attachments, parts, equipment
and repairs now or hereafter attached or affixed to or used in connection with
any such tangible property, and (ii) all warehouse receipts, bills of lading
and other documents of title now or hereafter covering such tangible property.

     3.   Secured Obligations of Debtor; Subordination.

          (a) The Collateral secures and shall hereafter secure (i) the due and
     punctual payment by Debtor to the Secured Parties of all amounts now or
     hereafter owed to the Secured Parties by Debtor under the Promissory Note,
     together with any interest thereon and extensions, modifications and
     renewals thereof, and (ii) the performance by Debtor of all other
     obligations and the discharge of all other liabilities to the Secured
     Parties direct or indirect, absolute or contingent, due or to become due,
     now existing or hereafter arising, joint, several and joint and several,
     created under the Promissory Notes and Warrants issued to Secured Parties
     in connection with the Promissory Notes (the "Warrants") (upon execution
     and delivery thereof) or this Security Agreement, (all such obligations,
     the "Obligations").  All payments and performance shall be in accordance
     with the terms under which the Obligations were or are hereafter incurred
     or created.  Debtor shall also promptly reimburse the Secured Parties for
     any and all amounts expended by the Secured Parties in accordance with, or
     in the enforcement (judicially or otherwise) or exercise of its rights
     under, the terms of this Security Agreement, including reasonable
     attorneys' fees, which amounts are included in the Obligations secured
     hereunder.



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           (b) The security interest granted hereunder is (a) subordinate in
      all respects to any security interest which the Company has granted, or
      may grant in the future, in connection with any Senior Debt (as defined
      in the Promissory Notes), including without limitation the security
      interest granted to Norwest Credit, Inc. (the "Bank"), or in connection
      with the financing of any aspect of its operations, such as a security
      interest in its inventory granted to a manufacturer or a factor, or any
      security interest granted in connection with the purchase of any asset,
      and the Secured Parties agree to execute all documents, instruments and
      agreements requested by any secured party with a security interest senior
      to the security interest granted to the Lender, to effectuate this
      subordination.

          (c) Whenever this Security Agreement contemplates an action, decision
     or notice by the Secured Parties, such an action, decision or notice shall
     be deemed to have been validly taken, made or given (as the case may be)
     hereunder if concurred in or consented to by a majority in interest of the
     Secured Parties.  A majority in interest of the Secured Parties shall
     consist of a majority of the then outstanding principal amount of
     indebtedness held by all Secured Parties under the Promissory Notes.

     4.    Debtor's Representations and Warranties.  Debtor represents and
           warrants that:

           (a) Debtor is (or to the extent that the Collateral is to be
      acquired after the date hereof, will be) the sole owner of the
      Collateral; there are no security interests, liens or encumbrances, or
      adverse claims of title to, or any other interest in, the Collateral or
      any portion thereof except the interest of the Bank and the Secured
      Parties and that created by this Security Agreement; and that no
      financing statement, mortgage or deed of trust covering the Collateral or
      any portion thereof exists or is on file in any public office except for
      the security interest granted to the Bank;

           (b) Neither the execution and delivery of this Security Agreement by
      Debtor nor the consummation of the transactions herein contemplated nor
      the fulfillment of the terms hereof will result in a breach of any of the
      terms or provisions of, or constitute a default under, or constitute an
      event which with notice or lapse of time or both will result in a breach
      of or constitute a default under, any agreement, indenture, mortgage,
      deed of trust, equipment lease, instrument or other document to which
      Debtor is a party, or conflict with any law, order, rule or regulation
      applicable to Debtor of any court or any federal or state government,
      regulatory body or administrative agency, or any other governmental body
      having jurisdiction over Debtor or their respective properties.

     5.    Covenants of Debtor.  Debtor covenants that:

           (a) So long as the Secured Parties have not completed foreclosure
      proceedings hereunder, Debtor will defend the Collateral against all
      claims and demands of all persons (other than the Secured Parties) at any
      time claiming the same or any interest therein;



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           (b) Debtor will not, without the prior written consent of the
      Secured Parties, change its place of business other than that set forth
      in this Security Agreement, or change its name, identity or corporate
      structure, and, in the event such consent is given, Debtor will execute
      and file any and all documents relative thereto, including without
      limitation, financing statements and/or amendments thereto, as reasonably
      requested by the Secured Parties;

           (c) Debtor will, within 5 business days of the date hereof, procure
      or execute and deliver any document; give any notices, execute and file
      any financing statements or other documents, all in form and substance
      satisfactory to the Secured Parties and take any other actions which are
      necessary or, in the judgment of the Secured Parties, desirable to
      perfect or continue the perfection and priority of the Secured Parties'
      security interest in the Collateral, to protect the Collateral against
      the rights, claims, or interests of third persons or to effect the
      purposes of this Security Agreement, and will pay all reasonable costs
      incurred in connection therewith.  If Debtor shall fail to fulfill its
      obligations described in this subsection (c) within the time periods
      provided herein, the Secured Parties are hereby authorized to sign,
      deliver and/or file any such documents, notices, financing statements or
      other writings, as it deems necessary or advisable as Debtor's agent
      and/or attorney-in-fact;

           (d) Debtor will not, without the prior written consent of the
      Secured Parties, in any way hypothecate or create or permit to exist any
      lien, security interest or encumbrance on the Collateral other than the
      interest of the Secured Parties created by this Security Agreement, nor
      will Debtor sell, transfer, assign, exchange, lease, or otherwise dispose
      of the Collateral except in the ordinary course of business.  If the
      Collateral, or any part thereof, is sold, transferred, assigned, leased,
      exchanged, or otherwise disposed of in violation of these provisions, the
      security interest of the Secured Parties shall continue in such
      Collateral or part thereof notwithstanding such sale, transfer,
      assignment, lease, exchange or other disposition, and Debtor will hold
      the proceeds thereof in a separate account for the Secured Parties'
      benefit. Debtor will, at the Secured Parties' request, transfer such
      proceeds to the Secured Parties in kind;

           (e) Debtor will pay and discharge all taxes, assessments and
      governmental charges or levies against the Collateral prior to
      delinquency thereof and will keep the Collateral free of all unpaid
      charges whatsoever; provided however, that Debtor shall have the right to
      contest any such taxes, assessments, charges or levies;

           (f) Debtor will keep and maintain the Collateral in good condition
      and repair.  Debtor will not misuse or abuse the Collateral, or waste or
      allow it to deteriorate except for the ordinary wear and tear of its
      normal and expected use in Debtor's business;

           (g) Debtor will cause the Collateral to be kept insured at its own
      expense under one or more policies and against such risks and liabilities
      as are currently covered.



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     6.    Defaults and Remedies.

           6.1   The occurrence of any one or more of the following events or
      conditions shall constitute a default under this Security Agreement
      ("Default(s)").

                 (a) Debtor fails to pay or perform any Obligation or covenant
            required herein, or discharge any liability to the Secured Parties
            in accordance with the terms upon which such Obligation, covenant
            or liability was incurred or created within thirty (30) days of
            giving written notice from the Secured Parties to Debtor of such
            failure;

                 (b) Debtor makes or has made or furnishes or has furnished any
            warranty, representation or statement to the Secured Parties as set
            forth in with this Security Agreement or in the Promissory Note or
            Warrants, which is or was false or misleading in any material
            respect when made or furnished (a "False Warranty"), which False
            Warranty has a material adverse impact on the Secured Parties;

                 (c) The Collateral, or any substantial portion thereof, is
            destroyed or damaged and for which the Debtor is not fully insured
            against;

                 (d) Any lien or encumbrance other than that created by this
            Security Agreement is placed on or any levy is made on the
            Collateral or any portion thereof, or the Collateral or any portion
            thereof is seized or attached pursuant to legal process; provided,
            however, that Debtor shall post an appropriate bond (only if such
            lien or encumbrance may be a priority lien to the Secured Parties'
            lien hereunder) or take other actions reasonably satisfactory to
            the Secured Parties that will ensure that the Secured Parties'
            rights hereunder, including its lien in the Collateral, are not
            modified or diminished;

                 (e) Debtor becomes insolvent as defined in the Federal
            Bankruptcy Code, admits in writing its insolvency or its present or
            prospective inability to pay its debts as they become due, is
            unable to or does not pay all or any material portion (in number or
            dollar amount) of its debts as they become due, permits or suffers
            a judgment to exist against it which has or may have a material
            impact on Debtor's ability to perform its obligations under the
            Promissory Note, Warrants or hereunder (unless enforcement thereof
            is stayed pending appeal) makes or proposes an assignment for the
            benefit of creditors, convenes or proposes to convene a meeting of
            its creditors, or any class thereof, for purposes of effecting a
            moratorium upon or extension or composition of its debts, proposes
            any such moratorium, extension or composition, or commences or
            proposes to commence any bankruptcy, reorganization or insolvency
            proceeding, or other proceeding under any federal, state or other
            law for the relief of debtors;



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                 (f) Debtor fails to obtain the dismissal, within sixty (60)
            days after the commencement thereof, of any bankruptcy,
            reorganization or insolvency proceeding, or other proceeding under
            any law for the relief of debtors, instituted against it by one or
            more third parties, fails actively to oppose any such proceeding,
            or, in any such proceeding, defaults or files an answer admitting
            the material allegations upon which the proceeding was based or
            alleges its willingness to have an order for relief entered or its
            desire to seek liquidation, reorganization or adjustment of any of
            its debts;

                 (g) Any receiver, trustee or custodian is appointed to take
            possession of all or any substantial portion of the assets of
            Debtor, or any committee of the Debtor's creditors, or any class
            thereof, is formed for the purpose of monitoring or investigating
            the financial affairs of Debtor or enforcing such creditors'
            rights;

                 (h) Debtor ceases to conduct its business in the ordinary
            course.

            6.2  Immediately upon the occurrence of a Default hereunder, the
Secured Parties may, at its option, upon five (5) business days' notice to or 
demand upon Debtor, do any one or more of the following:

                 (a) Declare all Obligations to be immediately due and payable,
            whereupon all unpaid amounts and interest on said amounts shall
            become and be immediately due and payable;

                 (b) Exercise any or all of the rights and remedies provided
            for by the applicable Uniform Commercial Code, specifically
            including, without limitation, the right to recover the reasonable
            attorneys' fees and other reasonable expenses incurred by the
            Secured Parties in the enforcement of this Security Agreement or in
            connection with Debtor's redemption of the Collateral;

                 (c) Enforce one or more remedies hereunder, successively or
            concurrently, and such action shall not operate to estop or prevent
            the Secured Parties from pursuing any other or further remedy which
            it may have, and any repossession or retaking or sale of the
            Collateral pursuant to the terms hereof shall not operate to
            release Debtor until full and final payment of any deficiency has
            been made in cash.  Debtor shall reimburse the Secured Parties upon
            demand for, or the Secured Parties may apply any proceeds of
            Collateral to, the costs and expenses (including reasonable
            attorneys' fees, transfer taxes and any other charges) incurred by
            the Secured Parties in connection with any sale, disposition or
            retention of any Collateral hereunder;

                 (d) In connection with any public or private sale under the
            applicable Uniform Commercial Code, the Secured Parties shall give
            Debtor at least five (5) business days' prior written notice of the
            time and place of any public sale of the Collateral or of the time
            after which any private sale or other intended disposition



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            thereof is to be made, which shall be deemed to be reasonable
            notice of such sale or other disposition.  Such notice may be
            delivered to Debtor at the address set forth in Section 7.2 of this
            Security Agreement.  The Secured Parties shall have no obligation
            to exhibit (as may be required, if any, under any relevant Uniform
            Commercial Code(s) and/or applied in cases thereunder) any part of
            the Collateral at or prior to the sale thereof;

                 (e) Proceed by an action or actions at law or in equity to
            recover the amounts secured hereunder or to foreclose this Security
            Agreement and sell the Collateral, or any portion thereof, pursuant
            to a judgment or decree of a court or courts of competent
            jurisdiction; and

                 (f) In the event the Secured Parties recover possession of all
            or any part of the Collateral pursuant to a writ of possession or
            other judicial process, whether prejudgment or otherwise, the
            Secured Parties may thereafter retain, sell or otherwise dispose of
            such Collateral in accordance with this Security Agreement or the
            applicable Uniform Commercial Code, and following such retention,
            sale or other disposition, the Secured Parties may voluntarily
            dismiss without prejudice the judicial action in which such writ of
            possession or other judicial process was issued. Debtor hereby
            consents to the voluntary dismissal by the Secured Parties of such
            judicial action, and Debtor further consents to the exoneration of
            any bond which the Secured Parties filed in such action.
           
      7.    Miscellaneous Provisions.

            7.1 Applicable Law; Entire Agreement; Modification. The existence,
      validity, construction, operation and effect of this Security Agreement
      shall be determined in accordance with and be governed by the laws of the
      State of Minnesota.  The parties each acknowledge that the other party
      has not made any representations other than those which are contained
      herein (or any exhibit or attachment thereto).  This Security Agreement
      may not be amended or modified in any way, except by a writing signed by
      an authorized officer or the party against whom the amendment,
      modification or waiver is sought to be enforced.

            7.2 Notices.  All notices and other communications from either party
      to the other hereunder shall be in writing and shall be deemed received
      upon actual receipt when personally delivered, upon acknowledgment of
      receipt if sent by facsimile or upon the expiration of the third business
      day after being deposited in the United States mails, postage prepaid,
      certified or registered mail, addressed to the other party as follows: if
      to a Secured Party, to his address as it appears on the Schedule 1
      attached hereto and if to the Company, to 212 Third Avenue N., Suite 420,
      Minneapolis, Minnesota 55401.

      All payments to be made under this Security Agreement, if made by mail,
      shall be deemed to have been made on the date of receipt thereof.  The
      parties hereto may change their addresses


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      by giving notice thereof in conformity with this Section 7.2 except that
      if such notice is sent by United States mail it need not be certified or
      registered.

           7.3 Severability.  Nothing contained in this Security Agreement
      shall be construed so as to require the commission of any act contrary to
      Law, and wherever there is any conflict between any provision of this
      Security Agreement and any Law, such Law shall prevail; provided,
      however, that in such event the provisions of this Security Agreement so
      affected shall be curtailed and limited only to the extent necessary to
      permit compliance with the minimum legal requirement, and no other
      provisions of this Security Agreement shall be affected thereby and all
      such other provisions shall continue in full force and effect.

           7.4 Successors, Assignment.  This Security Agreement shall be
      binding on and shall inure to the benefit of any and all successors and
      assigns of the parties.  Any purported assignment by Debtor without the
      prior written consent of the Secured Parties, which may be withheld in
      its sole discretion, shall be null and void and of no force and effect.
      the Secured Parties shall have the right to assign its interest under
      this Security Agreement.

           7.5 Heading.  The descriptive headings of the several sections and
      paragraphs of this Security Agreement are inserted for convenience only
      and do not constitute a part of this Security Agreement.

           7.6 Counterparts.  This Security Agreement may be executed in
      several counterparts, each of which shall be deemed an original, and all
      such counterparts together shall constitute but one and the same
      instrument.

           7.7 No Waiver.  No delay in enforcing or failure to enforce any
      right under this Security Agreement by the Secured Parties shall
      constitute a waiver by the Secured Parties of such right.  No waiver by
      the Secured Parties of any default or Default hereunder shall be
      effective unless in writing, nor shall any waiver operate as a waiver of
      any other default or Default or of the same default or Default on a
      future occasion.

           7.8 Power of Attorney.  Debtor hereby appoints and constitutes the
      Secured Party designated in writing by Secured Parties holding at least
      51% of the aggregate principal amount of the Promissory Notes as Debtor's
      attorney-in-fact for purposes of (i) collecting accounts or proceeds of
      any Collateral, (ii) conveying any item of Collateral, only upon an event
      of Default, to any purchaser thereof, and (iii) executing, delivering,
      marking and/or filing any documents or instruments which the Secured
      Parties may file pursuant to the last sentence of Section 5(c) hereof.
      This power of attorney is coupled with an interest and is irrevocable by
      Debtor.

           7.9 Termination of Agreement.  This Security Agreement shall
      terminate upon full and final payment and performance of all indebtedness
      and fulfillment of the other Obligations secured hereunder.  At such
      time, the Secured Parties shall release its interest to


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      Debtor in all of the Collateral hereunder which has not been sold,
      disposed of, retained or applied by the Secured Parties in accordance
      with the terms hereof.  Such release shall be without warranty by or
      recourse to the Secured Parties, except that the Secured Parties shall
      warrant that the Collateral shall be free and clear of any liens or
      encumbrances caused by it, and shall be at the expense of Debtor.  Both
      parties shall reasonably provide the other with requested documentation
      and filings with respect to such release.

           7.10 Attorneys' Fees.  In any action or proceeding brought to
      enforce any provision of this Security Agreement, or to seek damages for
      a breach of any provision hereof, or where any provision hereof is
      validly asserted as a defense, the successful party shall be entitled to
      recover reasonable attorneys' fees in addition to any other available
      remedy.

      IN WITNESS WHEREOF, each of the parties hereto has duly executed and
delivered this Agreement as of the day and year first written above.

                                     "DEBTOR"

                                     The Sled Dogs Company



                                     By: _____________________
                                     Its: ____________________





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                                  EXHIBIT A




      Secured Parties                                 Amount of Promissory Note
 
Name and Address            Signature

Kent Rodriguez              ______________________               $100,000
7020 Lanham Lane
Edina, MN  55439

Henry Furst                 ______________________                $25,000
52 Glen Avenue
Llewellyn Park
W. Orange, NJ  07052


Jay Goldman                 ______________________                $25,000
40 Kean Road
Short Hills, NJ  07078

Leonard B. Zelin            ______________________                $50,000
720 Apple Ridge Road
Franklin Lakes, NJ  07417

John Weiler                 _______________________               $25,000
117 Plymouth Cove
San Rafel, CA  94901

David S. Becker             _______________________               $50,000
14 Hall Drive
Orinda, CA  94563

Daniel L. Berger            _______________________               $50,000
Carolyn B. Berger
11 Byron Lane
Larchmont, NY  10538

Edward P. Torres            _______________________               $25,000
Irene Torres
1354 Cinnamon Drive
Fort Washington, PA  19304






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Marie E. Valdes                  _______________________               $25,000
c/o Bailin
405 Park Avenue, 15th Floor
New York, NY  10022

Albert Wachtel                   _______________________               $12,500
Sydelle Wachtel
1050 North Mills Avenue
Claremont Colleges
Claremont, CA  91711-6101

John Heilshorn                   _______________________               $12,500
175 East 79th Street, Apt. 5A
New York, NY  10021

Richard S. Thompson              ________________________              $12,500
4821 South Lake Drive
Boynton Beach, FL  33436

Peter Salas                      ________________________              $25,000
Marianne Salas
8 West Mill Drive (1F)
Great Neck, NY  11021

Rick N. Diamond                  ________________________              $12,500
1000 Fernbrook Lane North
Plymouth, MN  55447

Stephen A. deKanter              ________________________              $12,500
Charlotte B. deKanter
1810 Mocanopy Avenue
Coconut Grove, FL  33133

Lawrence M. Gordon               _________________________             $25,000
30 Talbot Court
Short Hills, NJ  07078

Howard J. Shire                  _________________________             $12,500
c/o Kenyon & Kenyon
1 Broadway
New York, NY  10004




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UPDATED AS OF JUNE 9, 1997

Howard J. Shire                  _________________________              $12,500
c/o Kenyon & Kenyon
1 Broadway
New York, NY  10004




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