EXH10-9
                              COLLATERAL ASSIGNMENT
                             AND SECURITY AGREEMENT

THIS  AGREEMENT,  made  as of  this  5th day of  December,  1990 by and  between
AUTOMATED LIGHT TECHNOLOGIES,  INC., a Connecticut corporation with an office at
176  Bolton  Road,   Vernon,   Connecticut   ("Assignor")  and  the  CONNECTICUT
DEVELOPMENT  AUTHORITY,  a body  politic  and  corporate  constituting  a public
instrumentality  of the State of  Connecticut  with an office at 217  Washington
Street, Hartford, Connecticut ("Assignee")

WHEREAS,  Assignor has executed and  delivered to Assignee a promissory  note in
the principal  amount of  $300,000.00  (the "Note"),  pursuant to a certain loan
agreement  between  Assignor  and  Assignee  dated  December  5, 1990 (the "Loan
Agreement"): and

WHEREAS,  in order to induce  Assignee 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 Assignee certain patent,
trademark  and  copyright  rights and to grant to  Assignee B security  interest
therein.

NOW THEREFORE,  in  consideration  of the premises and the agreements  contained
herein, Assignor hereby agrees with Assignee 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,  exclusive of the  obligations  of Assignor
under the Warrant,  Assignor hereby grants,  assigns and conveys to Assignee its
entire right, title and interest in and to the patents,  trademarks,  copyrights
and  intellectual  property  listed in  Schedule  A attached  hereto,  including
without limitation a11 proceeds thereof,  the right to sue for past, present and
future infringements,  all rights corresponding thereto throughout the world and
a11   reissues,    divisions,    continuations,    renewals    extensions    ant
continuations-in-part  thereof and all improvements thereon (collectively called
the "Rights") and a11 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:



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                  b. to the best of Assignor's knowledge,  each of the Rights is
valid and enforceable and Assignor has notified Assignee 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  in 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 Assignee'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 Assignee 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  Assignee 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,  Assignee  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 Assignee, 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 period or extended  period as  permitted  by
Assignee, Assignor's license of the Rights and After


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Acquired  Rights as set forth in  Paragraph  6 shall  terminate  forthwith,  and
Assignee  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,  Assignee may,  without  demand of performance  and
without other notice or demand  whatsoever to Assignor,  all of which are hereby
expressly waived, and without advertisement,  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 Assignee,  all at Assignee's sole
option and as it, in its sole discretion, may deem advisable. Assignee 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  five (5) 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),  Assignee  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 Assignee 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,  Assignee 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 Assignee pursuant hereto.

         9. Any and all fees,  costs and expenses,  of whatever kind and nature,
including reasonable attorneys' fees and legal expenses, incurred by Assignee in
connection  with the  preparation  of this  Agreement  ant all  other  documents
relating hereto and the consumation of this transaction, the filing or recording
of any  documents  (including  a11  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  Assignee  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 Assignee,  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


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application  or  to  file  a  patent,  trademark  or  copyright  application  or
extension,  division,  continuation,  renewal, reissue,  continuation-in-part or
improvement thereof without the consent of Assignee,  which consent shall not be
unreasonably withheld.

         11.  Assignee  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 Assignee do
any and all lawful  acts and execute  any and all proper  documents  required by
Assignee in aid of such  enforcement.  Assignor  shall  promptly,  upon  demand,
reimburse and indemnify Assignee for all costs and expenses incurred by Assignee
in the exercise of its rights  hereunder.  In the event that  Assignee  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 Assignee,  to bring suit to enforce the Rights,  After
Acquired Rights and any license thereunder.

         12. No course of dealing between Assignor and Assignee, nor any failure
to exercise,  nor any delay in exercising,  on the part of Assignee,  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  Assignee'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 4.

         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.

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

IN WITNESS  WHEREOF,  the parties hereunto set their hands and seals as of the a
5th day of December, 1990.

                                          AUTOMATED LIGHT TECHNOLOGIES, INC.

                                          By:____/s/________________________
                                                   MOHD A. ASLAMI
                                                   Its President
                                                   Duly Authorized


                                          CONNECTICUT DEVELOPMENT AUTHORITY

                                          By:___/s/_________________________
                                                   EDWARD A. ZELINS
                                                   Its Loan Officer
                                                   Duly authorized


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

The foregoing was acknowledged before me, the undersigned officer,  this 5th day
of December, 1990 by Mohd A. Aslami,  President of Automated Light Technologies,
Inc., a corporation, on behalf of the corporation.

                                                   _____/s_____________________
                                                   Commissioner of the Superior
Court

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

The foregoing was acknowledged before me, the undersigned officer,  this 5th day
of  December,  1990 by Edward  A.  Zelinsky,  Loan  Officer  of the  Connecticut
Development Authority, a corporation, on behalf of the corporation.


                                                   _____/s_____________________
                                                   Commissioner of the Superior
Court


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                                   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