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                                                                   Exhibit 10.45

                               SECURITY AGREEMENT

         This SECURITY AGREEMENT (this "Agreement"), dated as of April 28, 2000,
is made by and among BIO-PLEXUS, INC., a Connecticut corporation (the
"Obligor"), and Appaloosa Management, L.P., as collateral agent (the "Collateral
Agent"), for the benefit of the holders of the Obligor's Notes.

WHEREAS, pursuant to the Convertible Note Purchase Agreement, dated as of the
date hereof (as amended, supplemented, restated or otherwise modified from time
to time, the "Note Purchase Agreement"), among the purchasers listed on Exhibit
A thereto (the "Purchasers"), the Collateral Agent and the Obligor, the
Purchasers are purchasing, among other things, Notes from the Obligor in the
aggregate principal amount of $16.75 million;

         WHEREAS, as a condition, and material inducement, to the Purchasers'
agreement to purchase the Notes, the Purchasers required that the Obligor
deliver this Agreement to the Collateral Agent;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Obligor agrees with the
Collateral Agent as follows:

Article I.  Definitions and Interpretation.

         1.01     Certain Defined Terms. Unless otherwise defined, all
capitalized terms used in this Agreement that are defined in the Note Purchase
Agreement (including those terms incorporated therein by reference) shall have
the respective meanings assigned to them in the Note Purchase Agreement. In
addition, the following terms shall have the following meanings under this
Agreement:

         "Accounts" shall have the meaning assigned to that term in Section
2.01(b).

         "Additional Debt" shall have the meaning assigned to that term in
Section 2.01(a).

         "Additional Shares" shall have the meaning assigned to that term in
Section 5.03.

         "Casualty Event" shall mean, with respect to any property of any
Person, any loss of or damage to, or any condemnation or other taking of, such
property for which such Person or any of its Subsidiaries receives insurance
proceeds, or proceeds of a condemnation award or other compensation.

         "Collateral" shall have the meaning assigned to that term in Section
2.02.

         "Collateral Account" shall have the meaning assigned to that term in
Section 3.01.
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         "Documents" shall have the meaning assigned to that term in Section
2.01(f).

         "Domestic Corporation" shall mean any corporation organized under the
laws of any state of the United States of America (or the District of Columbia).

         "Equipment" shall have the meaning assigned to that term in Section
2.01(e).

         "Equity Rights" shall mean, with respect to any Person, any outstanding
subscriptions, options, warrants, commitments, preemptive rights or agreements
of any kind (including any stockholders' or voting trust agreements) for the
issuance, sale, registration or voting of, or outstanding securities convertible
into, any additional shares of capital stock of any class, or partnership or
other ownership interests of any type in, such Person.

         "First Priority Collateral" shall have the meaning assigned to that
term in Section 2.01.

         "Foreign Corporation" shall mean any corporation that is not a Domestic
Corporation.

         "Holder" shall mean, at any time of reference, a Person in whose name a
Note is registered in the Note Register at such time.

         "Instruments" shall have the meaning assigned to that term in Section
2.01(c).

         "Inventory" shall have the meaning assigned to that term in Section
2.01(d).

         "Issuers" shall mean, collectively, each Subsidiary, directly or
indirectly, of the Obligor that is the issuer (as defined in the Uniform
Commercial Code) of any shares of capital stock now owned or hereafter acquired
by the Obligor.

         "Loan Documents" shall mean the Note Purchase Agreement, the Notes,
this Agreement, the Guarantee and Security Agreement and the Registration Rights
Agreement.

         "Motor Vehicles" shall mean motor vehicles, tractors, trailers and
other like property, whether or not the title to any such property is governed
by a certificate of title or ownership.

         "Patent Collateral" shall mean all Patents, whether now owned or
hereafter acquired by the Obligor.

         "Person" shall mean any individual, firm, corporation, limited
liability company, partnership, company or other entity, and shall include any
successor (by merger or otherwise) of such entity.

         "Pledged Debt" shall have the meaning assigned to that term in Section
2.01(a).

         "Pledged Stock" shall have the meaning assigned to that term in Section
2.01(a).

         "Second Priority Collateral" shall have the meaning assigned to that
term in Section 2.02.

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         "Securities Collateral" means the Stock Collateral and the Pledged
Debt.

         "Signing Date" shall mean the date on which the Obligor shall sign and
deliver this Agreement.

         "Stock Collateral" shall have the meaning assigned to that term in
Section 2.01(a).

         "Trademark Collateral" shall mean all Trademarks, whether now owned or
hereafter acquired by the Obligor. Notwithstanding the foregoing, the Trademark
Collateral shall not include any Trademark which would be rendered invalid,
abandoned, void or unenforceable by reason of its being included as part of the
Trademark Collateral.

         "Trademarks" shall mean, collectively, (a) all trade names, trademarks,
service marks, logos, trade dress, domain names, and corporate names, together
with all translations, adaptations, derivations, and combinations thereof and
including all goodwill associated therewith and all business, or portion
thereof, pertaining thereto and all registrations and applications in connection
with any of the foregoing, (b) all renewals and extensions of any of the
foregoing and (c) all rights, now existing or hereafter coming into existence,
(i) to all income, royalties, damages and other payments (including in respect
of all past, present and future infringements) now or hereafter due or payable
under or with respect to any of the foregoing, (ii) to sue for all past, present
and future infringements with respect to any of the foregoing and (iii)
otherwise accruing under or pertaining to any of the foregoing throughout the
world, together, in each case, with the product lines and goodwill of the
business connected with the use of, or otherwise symbolized by, each of the
foregoing.

         "Uniform Commercial Code" shall mean the Uniform Commercial Code as in
effect in the State of New York from time to time or, by reason of mandatory
application, any other applicable jurisdiction.

         1.02     Interpretation. In this Agreement, unless otherwise indicated,
the singular includes the plural and plural the singular; words importing either
gender include the other gender; references to statutes or regulations are to be
construed as including all statutory or regulatory provisions consolidating,
amending or replacing the statute or regulation referred to; references to
"writing" include printing, typing, lithography and other means of reproducing
words in a tangible visible form; the words "including," "includes" and
"include" shall be deemed to be followed by the words "without limitation";
references to articles, sections (or subdivisions of sections), exhibits,
annexes or schedules are to this Agreement; references to agreements and other
contractual instruments shall be deemed to include all subsequent amendments,
extensions and other modifications to such instruments (without, however,
limiting any prohibition on any such amendments, extensions and other
modifications by the terms of any Loan Document); and references to Persons
include their respective permitted successors and assigns and, in the case of
governmental Persons, Persons succeeding to their respective functions and
capacities.


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Article II.  Collateral.

         2.01     Grant of First Priority Security Interest. As collateral
security for the prompt payment in full when due (whether at stated maturity, by
acceleration or otherwise) and performance of the Secured Obligations and
obligations of every kind and nature of the Obligor now or hereafter incurred,
existing or created, to any of the Purchasers (including, without limitation,
under the Note Purchase Agreement), the Obligor hereby pledges and grants to the
Collateral Agent, for the ratable benefit of the Holders, a first priority
security interest in all of the Obligor's right, title and interest in and to
the following property, whether now owned or hereafter acquired by the Obligor
and whether now existing or hereafter coming into existence including, without
limitation, all real and personal property and interests in real and personal
property (collectively, the "First Priority Collateral"):

                  (a)(i) all of the shares of capital stock of the Issuers now
owned or hereafter acquired by the Obligor together with in each case the
certificates representing the same; provided that the Obligor shall not be
required to pledge hereunder, and nothing herein shall be deemed to constitute a
pledge hereunder, of more than 65% of the total combined voting power of all
classes of stock of any Foreign corporation (collectively, the "Pledged Stock");
(ii) all shares, securities, moneys or property representing a dividend on, or a
distribution or return of capital in respect of, any of the Pledged Stock,
resulting from a split-up, revision, reclassification or other like change of
any of the Pledged Stock or otherwise received in exchange for any of the
Pledged Stock and all Equity Rights issued to the holders of, or otherwise in
respect of, any of the Pledged Stock; and (iii) without affecting the
obligations of the Obligor under any provision prohibiting such action under any
Loan Document, in the event of any consolidation or merger in which any Issuer
is not the surviving corporation, all shares of each class of the capital stock
of the successor corporation (unless such successor corporation is the Obligor
itself) formed by or resulting from such consolidation or merger (collectively,
and together with the property described in clauses (i) and (ii) above, the
"Stock Collateral"); (iv) the Indebtedness described in Annex I and issued by
the obligors named therein (the "Pledged Debt"); (v) all additional Indebtedness
for money borrowed or for the deferred purchase price of property from time to
time owed to the Obligor by any Person, "Additional Debt"); (vi) all notes or
other instruments evidencing the Indebtedness referred to in clauses (iv) and
(v) above;

                  (b) all accounts and general intangibles (each as defined in
the Uniform Commercial Code) of the Obligor constituting a right to the payment
of money, whether or not earned by performance, including, without limitation,
(i) in payments due and to become due to the Obligor under the (1) Development
and License Agreement, dated as of January 28, 1997, between Johnson & Johnson
Medical, Inc. and the Company, as such agreement may be amended from time to
time (the "Development and License Agreement") and (2) License Agreement, dated
as of October 1998, between the Company and TFX Medical, Incorporated (as such
agreement may be amended from time to time), (ii) in payments due and to become
due to the Obligor under any existing or future licensing, supply, development,
or similar agreements, (iii) in repayment of any loans or advances (including
loans and advances to Subsidiaries of the Obligor), (iv) in payment for goods
(including Inventory and Equipment) sold or leased or for


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services rendered and (v) in payment of tax refunds and in payment of any
guarantee of any of the foregoing (collectively, the "Accounts");

                  (c) all instruments, chattel paper or letters of credit (each
as defined in the Uniform Commercial Code) of the Obligor evidencing,
representing, arising from or existing in respect of, relating to, securing or
otherwise supporting the payment of, any of the Accounts (collectively, the
"Instruments");

                  (d) all inventory (as defined in the Uniform Commercial Code)
and all other goods (including Motor Vehicles) of the Obligor that are held by
the Obligor for sale, lease or furnishing under a contract of service (including
to its Subsidiaries or Affiliates), that are so leased or furnished or that
constitute raw materials, work in process or material used or consumed in its
business, including all spare parts and related supplies, all goods obtained by
the Obligor in exchange for any such goods, all products made or processed from
any such goods and all substances, if any, commingled with or added to any such
goods (collectively, the "Inventory");

                  (e) except for the equipment subject to the equipment leases
referred to in Schedule 2.7(a) of the Note Purchase Agreement, all equipment (as
defined in the Uniform Commercial Code) and all other goods (including Motor
Vehicles) of the Obligor that are used or bought for use primarily in its
business, including all spare parts and related supplies, all goods obtained by
the Obligor in exchange for any such goods, all substances, if any, commingled
with or added to such goods and all upgrades and other improvements to such
goods, in each case to the extent not constituting Inventory (collectively, the
"Equipment");

                  (f) all documents of title (as defined in the Uniform
Commercial Code) or other receipts of the Obligor covering, evidencing or
representing Inventory or Equipment (collectively, the "Documents");

                  (g) all contracts and other agreements of the Obligor relating
to the sale or other disposition of all or any part of the Inventory, Equipment
or Documents and all rights, warranties, claims and benefits of the Obligor
against any Person arising out of, relating to or in connection with all or any
part of the Inventory, Equipment or Documents of the Obligor, including any such
rights, warranties, claims or benefits against any Person storing or
transporting any such Inventory or Equipment or issuing any such Documents;

                  (h) all other accounts or general intangibles of the Obligor
not constituting Accounts, including, to the extent related to all or any part
of the other Collateral, all books, correspondence, credit files, records,
invoices, tapes, cards, computer runs and other papers and documents in the
possession or under the control of the Obligor or any computer bureau or service
company from time to time acting for the Obligor;

                  (i) the balance from time to time in the Collateral Account;

                  (j) all other tangible and intangible property of the Obligor,
including all Patent Collateral, Trademark Collateral or any other Intellectual
Property (provided, however, that with


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respect to Patents jointly developed by the Obligor and Johnson & Johnson
Medical, Inc. under the Development and License Agreement, only to the extent
consented to by Johnson & Johnson Medical, Inc.); and

                  (k) all proceeds and products in whatever form of all or any
part of the other Collateral, including all proceeds of insurance and all
condemnation awards and all other compensation for any Casualty Event with
respect to all or any part of the other Collateral (together with all rights to
recover and proceed with respect to the same), and all accessories to,
substitutions for and replacements of all or any part of the other Collateral.

         2.02     Grant of Second Priority Security Interest. As collateral
security for the prompt payment in full when due (whether at stated maturity, by
acceleration or otherwise) and performance of the Secured Obligations, the
Obligor hereby pledges and grants to the Collateral Agent, for the ratable
benefit of the Holders a second priority security interest in all of the
Obligor's right, title and interest in and to the real property in which Victor
and Margaret DiMattia have a perfected first priority security interest pursuant
to the Mortgage Deed, Security Agreement, Assignment of Rents and Fixture
Filing, dated October 28, 1994, between Victor and Margaret DiMattia and the
Company, whether now existing or hereafter coming into existence (collectively,
the "Second Priority Collateral" and together with the First Priority
Collateral, the "Collateral").

         2.03     Intellectual Property. For the purpose of enabling the
Collateral Agent to exercise its rights, remedies, powers and privileges under
Article VI at such time or times as the Collateral Agent shall be lawfully
entitled to exercise such rights, remedies, powers and privileges, and for no
other purpose, the Obligor hereby grants to the Collateral Agent, the right to
immediately, without demand of performance and without additional notice, or
demand whatsoever to the Obligor, sell at public or private sale or otherwise
realize upon, all right, title, and interest in all or any of the Intellectual
Property and any associated good will or business, or portion thereof,
pertaining thereto, as the case may be, or any interest that the Obligor may
have therein, and after deducting all expenses (including all reasonable
expenses for brokers' fees and legal services) from the proceeds of such sale or
other disposition of the Intellectual Property and any associated good will, as
the case may be, the Collateral Agent shall apply the residue of such proceeds
toward the payment of all liabilities.

         2.04     Perfection. Concurrently with the execution and delivery of
this Agreement, the Obligor shall (i) file such financing statements and other
documents in such offices as shall be necessary or as the Collateral Agent may
request to perfect and establish, with regard to First Priority Collateral, the
first priority (subject only to Liens permitted under Section 6.7 of the Note
Purchase Agreement) of, and with regard to Second Priority Collateral, the
second priority of, the Liens granted by this Agreement (including promptly
filing the Patent Collateral Security Agreement and Trademark Collateral
Security Agreement, in the forms executed on the date hereof by the Obligor, in
the United States Patent and Trademark Office), (ii) deliver and pledge to the
Collateral Agent any and all Instruments, endorsed or accompanied by such
instruments of assignment and transfer in such form and substance as the
Collateral Agent may request, (iii) cause the Collateral Agent to be listed as
the lienholder on all certificates of title or ownership


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relating to Motor Vehicles owned by the Obligor and deliver to the Collateral
Agent originals of all such certificates of title or ownership for the Motor
Vehicles together with the odometer statements for each respective Motor
Vehicle, (iv) deliver and pledge to the Collateral Agent all certificates for
the Pledged Stock and notes, instruments or other documents evidencing the
Pledged Debt, accompanied by undated stock or bond powers, as the case may be,
duly executed in blank and (v) take all such other actions as shall be necessary
or as the Collateral Agent may request to perfect and establish (A) with regard
to the First Priority Collateral, the first priority (subject only to such
Permitted Liens), and (B) with regard to the Second Priority Collateral, the
second priority of Liens granted by this Agreement. The Collateral Agent shall
have the right, at any time in its discretion and with notice to the Obligor, to
transfer to or to register in its name or in the name of any of its nominees any
or all of the Pledged Stock or Pledged Debt.

         2.05     Preservation and Protection of Security Interests. The Obligor
shall:

                  (a) upon the acquisition after the Signing Date by the Obligor
of any Securities Collateral, promptly either (x) transfer and deliver to the
Collateral Agent all such Securities Collateral (together with the certificates
or instruments representing such Securities Collateral securities duly endorsed
in blank or accompanied by undated powers duly executed in blank) or (y) take
such other action as the Collateral Agent shall deem necessary or appropriate to
perfect, and establish the priority of, the Liens granted by this Agreement in
such Securities Collateral;

                  (b) upon the acquisition after the Signing Date by the Obligor
of any Instrument, promptly deliver and pledge to the Collateral Agent all such
Instruments, endorsed or accompanied by such instruments of assignment and
transfer in such form and substance as the Collateral Agent may request;

                  (c) upon the acquisition after the Signing Date by the Obligor
of any Equipment or Motor Vehicle covered by a certificate of title or
ownership, promptly cause the Collateral Agent to be listed as the lienholder on
such certificate of title and within 45 days of the acquisition of such property
deliver evidence of the same to the Collateral Agent;

                  (d) upon the Obligor's acquiring, or otherwise becoming
entitled to the benefits of, any copyright (or copyrightable material), Patent
(or patentable invention), Trademark (or associated goodwill) or other
Intellectual Property or upon or prior to the Obligor's filing, either directly
or through any agent, licensee or other designee, of any application with any
governmental Person for any copyright, Patent, Trademark, or other Intellectual
Property, in each case after the Signing Date, execute and deliver such
contracts, agreements and other instruments as the Collateral Agent may request
to evidence, validate, perfect and establish the first priority (subject only to
Liens permitted under Section 6.7 of the Note Purchase Agreement) of the Liens
granted by this Agreement in such and any related Intellectual Property; and

                  (e) give, execute, deliver, file or record any and all
financing statements, notices, contracts, agreements or other instruments,
obtain any and all governmental approvals and take any and all steps that may be
necessary or as the Collateral Agent may request to create, perfect, establish
with regard to the First Priority Collateral, the first priority (subject only
to Liens permitted under Section 6.7 of the Note Purchase Agreement) of, or with
regard to the Second


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Priority Collateral, the second priority of, or to preserve the validity,
perfection with regard to the First Priority Collateral, first priority (subject
only to such Permitted Liens) of, or with regard to the Second Priority
Collateral, second priority of, the Liens granted by this Agreement or to enable
the Collateral Agent to exercise and enforce its rights, remedies, powers and
privileges under this Agreement with respect to such Liens, including causing
any or all of the Securities Collateral to be transferred of record into the
name of the Collateral Agent or its nominee (and the Collateral Agent agrees
that if any Securities Collateral is transferred into its name or the name of
its nominee, the Collateral Agent will thereafter promptly give to the Obligor
copies of any notices and communications received by it with respect to the
Stock Collateral pledged by the Obligor), provided that notices to account
debtors in respect of any Accounts or Instruments shall be subject to the
provisions of Section 3.02(b).

         2.06     Reserved.

         2.07     Special Provisions Relating to Securities Collateral. (a) So
long as no Event of Default shall have occurred and be continuing, the Obligor
shall have the right to exercise all voting, consensual and other powers of
ownership pertaining to the Securities Collateral for all purposes not
inconsistent with the terms of any Loan Document, provided that the Obligor
agrees that it will not vote the Securities Collateral in any manner that is
inconsistent with the terms of any Loan Document; and the Collateral Agent
shall, at the Obligor' expense, execute and deliver to the Obligor or cause to
be executed and delivered to the Obligor all such proxies, powers of attorney,
dividends and other orders and other instruments, without recourse, as the
Obligor may reasonably request for the purpose of enabling the Obligor to
exercise the rights and powers which it is entitled to exercise pursuant to this
Section 2.07(a).

                  (b) So long as no Event of Default shall have occurred and be
continuing, the Obligor shall be entitled to receive and retain any dividends or
distributions on the Securities Collateral paid in cash.

                  (c) If any Event of Default shall have occurred and be
continuing, and whether or not the Holders or the Collateral Agent exercise any
available right to declare any Secured Obligation due and payable or seek or
pursue any other right, remedy, power or privilege available to them under
applicable law, this Agreement or any other Loan Document, all dividends and
other distributions on the Securities Collateral shall be paid directly to the
Collateral Agent and retained by it in the Collateral Account as part of the
Securities Collateral, subject to the terms of this Agreement, and, if the
Collateral Agent shall so request, the Obligor agrees to execute and deliver to
the Collateral Agent appropriate additional dividend, distribution and other
orders and instruments to that end, provided that if such Event of Default is
cured, any such dividend or distribution paid to the Collateral Agent prior to
such cure shall, upon request of the Obligor (except to the extent applied to
the Secured Obligations), be returned by the Collateral Agent to the Obligor.

         2.08     Use of Intellectual Property. Subject to such action not
otherwise constituting a Default and so long as no Event of Default shall have
occurred and be continuing, the Obligor will be permitted to exploit, use,
enjoy, protect, license, sublicense, assign, sell, dispose of or


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take other actions with respect to the Intellectual Property in the ordinary
course of the business of the Obligor subject to the rights of the Collateral
Agent, whose rights shall not be subordinated, impaired or diminished. In
furtherance of the foregoing, so long as no Event of Default shall have occurred
and be continuing, the Collateral Agent shall from time to time, upon the
request of the Obligor, execute and deliver any instruments, certificates or
other documents, in the form so requested, which the Obligor shall have
certified are appropriate (in its reasonable judgment) to allow it to take any
action permitted above. The exercise of rights, remedies, powers and privileges
under Article VI by the Collateral Agent shall not terminate the rights of the
holders of any licenses or sublicenses theretofore granted by the Obligor in
accordance with the first sentence of this Section 2.08.

         2.09     Instruments. So long as no Default or Event of Default shall
have occurred and be continuing, the Obligor may retain for collection in the
ordinary course of business any Instruments obtained by it in the ordinary
course of business, and the Collateral Agent shall, promptly upon the request,
and at the expense of the Obligor, make appropriate arrangements for making any
Instruments pledged by the Obligor available to the Obligor for purposes of
presentation, collection or renewal. Any such arrangement shall be effected, to
the extent deemed appropriate by the Collateral Agent, against trust receipt or
like document.

         2.10     Use of Collateral. So long as no Event of Default shall have
occurred and be continuing, the Obligor shall, in addition to its rights under
Sections 2.07, 2.08 and 2.09 hereof and Section 6.18 of the Note Purchase
Agreement, in respect of the Collateral contemplated in those sections, be
entitled to use and possess the other Collateral and to exercise its rights,
title and interest in all contracts, agreements, licenses and governmental
approvals, subject to the rights, remedies, powers and privileges of the
Collateral Agent under Articles III and VI and to such use, possession or
exercise not otherwise constituting a Default.

         2.11     Rights and Obligations. (a) The Obligor shall remain liable to
perform its duties and obligations under the contracts and agreements included
in the Collateral in accordance with their respective terms to the same extent
as if this Agreement had not been executed and delivered. The exercise by the
Collateral Agent of any right, remedy, power or privilege in respect of this
Agreement shall not release the Obligor from any of its duties and obligations
under such contracts and agreements and the Obligor shall save, indemnify and
keep the Collateral Agent harmless from and against all expense, loss or damage
suffered by reason of such exercise. The Collateral Agent shall have no duty,
obligation or liability under such contracts and agreements or with respect to
any governmental approval included in the Collateral by reason of this Agreement
or any other Loan Document, nor shall the Collateral Agent be obligated to
perform any of the duties or obligations of the Obligor under any such contract
or agreement or any such governmental approval or to take any action to collect
or enforce any claim (for payment) under any such contract or agreement or
governmental approval.

                  (b) No Lien granted by this Agreement in the Obligor's right,
title and interest in any contract, agreement or governmental approval shall be
deemed to be a consent by the Collateral Agent to any such contract, agreement
or governmental approval.


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                  (c) No reference in this Agreement to proceeds or to the sale
or other disposition of Collateral shall authorize the Obligor to sell or
otherwise dispose of any Collateral except to the extent otherwise expressly
permitted by the terms of any Loan Document.

                  (d) The Collateral Agent shall not be required to take steps
necessary to preserve any rights against prior parties to any part of the
Collateral.

         2.12     Release of Motor Vehicles. So long as no Default shall have
occurred and be continuing, upon the request of, and at the expense of, the
Obligor, the Collateral Agent shall execute and deliver to the Obligor such
instruments as the Obligor shall reasonably request to remove the notation of
the Collateral Agent as lienholder on any certificate of title for any Motor
Vehicle; provided that any such instruments shall be delivered, and the release
shall be effective, only upon receipt by the Collateral Agent of a certificate
from the Obligor stating that the Motor Vehicle the Lien on which is to be
released is to be sold or has suffered a casualty loss (with title passing to
the appropriate casualty insurance company in settlement of the claim for such
loss).

         2.13     Termination. When all Secured Obligations shall have been
indefeasibly paid in full, this Agreement shall terminate, and the Collateral
Agent shall, at the expense of the Obligor, forthwith cause to be assigned,
transferred and delivered, against receipt but without any recourse, warranty or
representation whatsoever, any remaining Collateral and money received in
respect of the Collateral, to or on the order of the Obligor and to be released,
canceled and granted back all licenses and rights referred to in Section 2.03.
The Collateral Agent shall also, at the expense of the Obligor, execute and
deliver to the Obligor upon such termination such Uniform Commercial Code
termination statements, certificates for terminating the Liens on the Motor
Vehicles and such other documentation as shall be reasonably requested by the
Obligor to effect the termination and release of the Liens granted by this
Agreement on the Collateral.

Article III.  Cash Proceeds of Collateral.

         3.01     Collateral Account. There is hereby established with the
Collateral Agent a cash collateral account (the "Collateral Account") in the
name and under the exclusive domain and control of the Collateral Agent into
which there shall be deposited from time to time the cash proceeds of any of the
Collateral (including proceeds resulting from insurance or condemnation)
required to be delivered to the Collateral Agent pursuant to this Agreement and
into which the Obligor may from time to time deposit any additional amounts
which it wishes to pledge to the Collateral Agent as additional collateral
security under this Agreement. The balance from time to time in the Collateral
Account shall constitute part of the Collateral and shall not constitute payment
of the Secured Obligations until applied as provided in this Agreement. If any
Event of Default shall have occurred and be continuing, the Collateral Agent may
in its discretion apply (subject to collection) the balance from time to time
outstanding to the credit of the Collateral Account to the payment of the
Secured Obligations in the manner specified in Article VI. The balance from time
to time in the Collateral Account shall be subject to withdrawal only as
provided in this Agreement.

         3.02     Certain Proceeds. (a) If any Default or Event of Default shall
have occurred and be continuing, the Obligor shall, upon request of the
Collateral Agent, promptly notify (and the


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<PAGE>   11
Obligor hereby authorizes the Collateral Agent so to notify) each account debtor
in respect of any Accounts or Instruments that such Collateral has been assigned
to the Collateral Agent under this Agreement and that any payments due or to
become due in respect of such Collateral are to be made directly to the
Collateral Agent. All such payments made to the Collateral Agent shall be
immediately deposited in the Collateral Account.

                  (b) The Obligor agrees that if the proceeds of any Collateral
(including payments made in respect of Accounts and Instruments) shall be
received by it following the occurrence and during the continuation of a
Default, the Obligor shall as promptly as possible deposit such proceeds into
the Collateral Account. Until so deposited, all such proceeds shall be held in
trust by the Obligor for and as the property of the Collateral Agent and shall
not be commingled with any other funds or property of the Obligor.

         3.03     Investment of Balance in Collateral Account. Amounts on
deposit in the Collateral Account shall be invested from time to time in such
Permitted Investments as the Obligor (or, if any Default or Event of Default
shall have occurred and be continuing, the Collateral Agent) shall determine.
All such investments shall be held in the name and be under the control of the
Collateral Agent. At any time after the occurrence and during the continuance of
an Event of Default, the Collateral Agent may in its discretion at any time and
from time to time elect to liquidate any such investments and to apply or cause
to be applied the proceeds of such action to the payment of the Secured
Obligations in the manner specified in Article VI.

Article IV.  Representations and Warranties.

         The Obligor hereby represents and warrants to the Collateral Agent for
the benefit of the Holders as follows:

         4.01     Title. The Obligor is the sole beneficial owner of the
Collateral in which it purports to grant a Lien pursuant to this Agreement, and,
except as set forth in Schedule 4.01, such Collateral is free and clear of all
Liens. The first priority Liens with regard to First Priority Collateral and the
second priority Liens with regard to Second Priority Collateral granted by this
Agreement in favor of the Collateral Agent for the benefit of the Collateral
Agent and the Holders have attached and, upon filing of the respective financing
statements in the jurisdictions listed on Annex II, this Agreement is effective
to create a perfected first priority security interest in all of such First
Priority Collateral and to create a perfected second priority security interest
in all such Second Priority Collateral, prior to all other Liens to the extent
that a security interest can be perfected by filing pursuant to the Uniform
Commercial Code. With respect to the Pledged Stock and the Pledged Debt, the
pledge of such Collateral and delivery to the Collateral Agent of certificates
or other instruments representing the same pursuant to this Agreement creates a
valid and perfected first priority security interest in such Collateral in favor
of the Collateral Agent for the benefit of the Holders.

         4.02     Intellectual Property. (a) Except pursuant to licenses and
other user agreements entered into by the Obligor in the ordinary course of
business, the Obligor owns and possesses the right to use, and has done nothing
to authorize or enable any other Person to use, any Patent or Trademark or any
other Intellectual Property.


                                     - 11 -
<PAGE>   12
                  (b) The Obligor owns any Trademarks registered in the United
States of America to which the last sentence of the definition of Trademark
Collateral applies.

         4.03     Goods. Any goods now or hereafter manufactured or otherwise
produced by the Obligor or any of its Subsidiaries included in the Collateral
have been and will be produced in compliance with the requirements of the Fair
Labor Standards Act.

Article V.  Covenants.

         5.01     Books and Records. The Obligor shall: (a) keep full and
accurate books and records relating to the Collateral and stamp or otherwise
mark such books and records in such manner as the Collateral Agent may
reasonably require in order to reflect the Liens granted by this Agreement; (b)
furnish to the Collateral Agent from time to time (but, unless a Default shall
have occurred and be continuing, no more frequently than quarterly) statements
and schedules further identifying and describing the Patent Collateral, the
Trademark Collateral and any other collateral in Intellectual Property and such
other reports in connection with the Patent Collateral, the Trademark Collateral
and any other collateral in Intellectual Property as the Collateral Agent may
reasonably request, all in reasonable detail; (c) prior to filing, either
directly or through an agent, licensee or other designee, any application for
any Patent, Trademark, or any other Intellectual Property furnish to the
Collateral Agent prompt notice of such proposed filing; and (d) permit
representatives of the Collateral Agent, upon reasonable notice, at any time
during normal business hours to inspect and make abstracts from its books and
records pertaining to the Collateral, permit representatives of the Collateral
Agent to be present at the Obligor's place of business to receive copies of all
communications and remittances relating to the Collateral and forward copies of
any notices or communications received by the Obligor with respect to the
Collateral, all in such manner as the Collateral Agent may reasonably request.

         5.02     Removals, Etc. Without at least 30 days' prior written notice
to the Collateral Agent, the Obligor shall (i) not maintain any of its books and
records with respect to the Collateral at any office or maintain its principal
place of business at any place, or permit any Inventory or Equipment to be
located anywhere, other than (a) at the address initially indicated for notices
to it under Article VII, (b) at one of the other business locations presently
owned or operated by the Obligor or any of its Affiliates and identified in
Annex II or III or (c) in transit from one of such locations to another, or (ii)
change its corporate name, or the name under which it does business, from the
name shown on the signature pages to this Agreement.

         5.03     Stock Collateral. The Obligor will cause the Stock Collateral
to constitute at all times 100% (or, in the case of capital stock issued by any
Foreign Corporation, 65%) of the total number of shares of each class of capital
stock of each Issuer then outstanding. The Obligor shall cause all such shares
to be duly authorized, validly issued, fully paid and nonassessable and to be
free of any contractual restriction or any restriction under the charter or
bylaws of the respective Issuer of such Stock Collateral, upon the transfer of
such Stock Collateral (except for any such restriction contained in any Loan
Document). The Obligor agrees that it will (i) cause each Issuer of the Pledged
Stock not to issue any shares of stock or other securities in addition to or in
substitution for the Pledged Stock, (ii) pledge hereunder, immediately upon its
acquisition


                                     - 12 -
<PAGE>   13
(directly or indirectly) thereof, any and all additional shares of capital stock
issued to the Obligor (the "Additional Shares") and any and all Additional Debt,
and (iii) promptly (and in any event within three business days) deliver to the
Collateral Agent an amendment to this Agreement, duly executed by the Obligor,
in respect of the Additional Shares or Additional Debt, together with all
certificates, notes or other instruments representing or evidencing the same.
The Obligor agrees that all Additional Shares and Additional Debt listed on any
such amendment delivered to the Collateral Agent shall for all purposes
hereunder constitute Pledged Stock and Pledged Debt, respectively, and (iii) is
deemed to have made, upon such delivery, the representations and warranties
contained in Article IV hereof with respect to such Collateral.

         5.04     Intellectual Property. (a) The Obligor (either itself or
through licensees) will, for each Trademark, (i) to the extent consistent with
past practice and good business judgment, continue to use such Trademark on each
and every trademark class of goods applicable to its current line as reflected
in its current catalogs, brochures and price lists in order to maintain such
Trademark in full force and effect free from any claim of abandonment for
nonuse, (ii) maintain as in the past the quality of products and services
offered under such Trademark, (iii) employ such Trademark with the appropriate
notice of registration and (iv) not (and not permit any licensee or sublicensee
to) do any act or knowingly omit to do any act whereby any Trademark material to
the conduct of its business may become invalidated.

                  (b) The Obligor (either itself or through licensees) will not
do any act or knowingly omit to do any act whereby any Patent or any other
Intellectual Property material to the conduct of its business may become
abandoned or dedicated.

                  (c) The Obligor shall notify the Collateral Agent immediately
if it knows or has reason to know that any Intellectual Property material to the
conduct of its business may become abandoned or dedicated, or of any adverse
determination or development (including the institution of, or any such
determination or development in, any proceeding before any governmental Person)
regarding the Obligor's ownership of any Intellectual Property material to its
business, its right to apply for registration or register the same (as the case
may be), or its right to keep, use and maintain the same.

                  (d) The Obligor will take all necessary steps that are
consistent with good business practices in any proceeding before any appropriate
governmental Person to maintain and pursue each application relating to any
Intellectual Property (and to obtain the relevant registrations) and to maintain
each registration material to the conduct of its business, including but not
limited to payment of maintenance fees, filing of applications for renewal,
affidavits of use, affidavits of incontestability and opposition, interference
and cancellation proceedings.

                  (e) In the event that any Intellectual Property material to
the conduct of its business is infringed, misappropriated or diluted by, or
comes in conflict with, a third party, the Obligor shall notify the Collateral
Agent within ten days after it learns of such event and shall, if consistent
with good business practice, promptly sue for infringement, misappropriation or
dilution, seek temporary restraints and preliminary injunctive relief to the
extent practicable, seek


                                     - 13 -
<PAGE>   14
to recover any and all damages for such infringement, misappropriation or
dilution and take such other actions as are appropriate under the circumstances
to protect such Collateral.

                  (f) The Obligor shall prosecute diligently any application for
any Intellectual Property pending as of the date of this Agreement or thereafter
made until the termination of this Agreement, make application on uncopyrighted
but copyrightable material, unpatented but patentable inventions and
unregistered but registerable Trademarks and preserve and maintain all rights in
applications for any Intellectual Property; provided, however, that the Obligor
shall have no obligation to make any such application if making such application
would be unnecessary or imprudent in the good faith business judgment of the
Obligor. Any expenses incurred in connection with such an application shall be
borne by the Obligor.

                  (g) The Collateral Agent shall have the right but shall in no
way be obligated to bring suit in its own name to enforce the Patents and
Trademarks or any other Intellectual Property and any license under such
Intellectual Property, in which event the Obligor shall, at the request of the
Collateral Agent, do any and all lawful acts and execute and deliver any and all
proper documents required by the Collateral Agent in aid of such enforcement
action.

Article VI.  Remedies.

         6.01     Events of Default, Etc. If any Event of Default shall have
occurred and be continuing:

                  (a) the Collateral Agent in its discretion may require the
Obligor to, and the Obligor shall, assemble the Collateral owned by it at such
place or places, reasonably convenient to both the Collateral Agent and the
Obligor, designated in the Collateral Agent's request;

                  (b) the Collateral Agent in its discretion may make any
reasonable compromise or settlement it deems desirable with respect to any of
the Collateral and may extend the time of payment, arrange for payment in
installments, or otherwise modify the terms of, all or any part of the
Collateral;

                  (c) the Collateral Agent in its discretion may, in its name or
in the name of the Obligor or otherwise, demand, sue for, collect or receive any
money or property at any time payable or receivable on account of or in exchange
for all or any part of the Collateral, but shall be under no obligation to do
so;

                  (d) the Collateral Agent in its discretion may, upon five
business days' prior written notice to the Obligor of the time and place, with
respect to all or any part of the Collateral which shall then be or shall
thereafter come into the possession, custody or control of the Collateral Agent,
or its agents, sell, lease or otherwise dispose of all or any part of such
Collateral, at such place or places as the Collateral Agent deems best, for
cash, for credit or for future delivery (without thereby assuming any credit
risk) and at public or private sale, without demand of performance or notice of
intention to effect any such disposition or of time or place of any such sale
(except such notice as is required above or by applicable statute and cannot be
waived), and the Collateral Agent or any other Person may be the purchaser,
lessee or recipient


                                     - 14 -
<PAGE>   15
of any or all of the Collateral so disposed of at any public sale (or, to the
extent permitted by law, at any private sale) and thereafter hold the same
absolutely, free from any claim or right of whatsoever kind, including any right
or equity of redemption (statutory or otherwise), of the Obligor, any such
demand, notice and right or equity being hereby expressly waived and released.
In the event of any sale, assignment, license or other disposition of any of the
Trademark Collateral, the goodwill connected with and symbolized by, and (in the
case of pending applications for which no statements of use have been filed) the
goodwill connected with the business, or portion thereof, pertaining to the
Trademark Collateral subject to such disposition shall be included, and the
Obligor shall supply to the Collateral Agent or its designee, for inclusion in
such sale, assignment, license or other disposition, all Intellectual Property
relating to such Trademark Collateral. The Collateral Agent may, without notice
or publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for the
sale, and such sale may be made at any time or place to which the sale may be so
adjourned; and

                  (e) the Collateral Agent shall have, and in its discretion may
exercise, all of the rights, remedies, powers and privileges with respect to the
Collateral of a secured party under the Uniform Commercial Code (whether or not
the Uniform Commercial Code is in effect in the jurisdiction where such rights,
remedies, powers and privileges are asserted) and such additional rights,
remedies, powers and privileges to which a secured party is entitled under the
laws in effect in any jurisdiction where any rights, remedies, powers and
privileges in respect of this Agreement or the Collateral may be asserted,
including the right, to the maximum extent permitted by law, to exercise all
voting, consensual and other powers of ownership pertaining to the Collateral as
if the Collateral Agent were the sole and absolute owner of the Collateral (and
the Obligor agrees to take all such action as may be appropriate to give effect
to such right).

                  The proceeds of, and other realization upon, the Collateral by
virtue of the exercise of remedies under this Section 6.01 and of the exercise
of the license granted to the Collateral Agent in Section 2.03 shall be applied
in accordance with Section 6.04.

         6.02     Deficiency. If the proceeds of, or other realization upon, the
Collateral by virtue of the exercise of remedies under Section 6.01 and of the
exercise of the license granted to the Collateral Agent in Section 2.03 are
insufficient to cover the costs and expenses (including attorneys fees) of such
exercise and the payment in full of the other Secured Obligations, the Obligor
shall remain liable for any deficiency.

         6.03     Private Sale. (a) The Collateral Agent shall incur no
liability as a result of the sale, lease or other disposition of all or any part
of the Collateral at any private sale pursuant to Section 6.01 conducted in a
commercially reasonable manner. The Obligor hereby waives any claims against the
Collateral Agent arising by reason of the fact that the price at which the
Collateral may have been sold at such a private sale was less than the price
which might have been obtained at a public sale or was less than the aggregate
amount of the Secured Obligations, even if the Collateral Agent accepts the
first offer received and does not offer the Collateral to more than one offeree.


                                     - 15 -
<PAGE>   16
                  (b) The Obligor recognizes that, by reason of certain
prohibitions contained in the Securities Act and applicable state securities
laws, the Collateral Agent may be compelled, with respect to any sale of all or
any part of the Collateral, to limit purchasers to those who will agree, among
other things, to acquire the Collateral for their own account, for investment
and not with a view to distribution or resale. The Obligor acknowledges that any
such private sales may be at prices and on terms less favorable to the
Collateral Agent than those obtainable through a public sale without such
restrictions, and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable
manner and that the Collateral Agent shall have no obligation to engage in
public sales and no obligation to delay the sale of any Collateral for the
period of time necessary to permit the respective Issuer of such Collateral to
register it for public sale.

         6.04     Application of Proceeds. Except as otherwise expressly
provided in this Agreement and except as provided below in this Section 6.04,
the proceeds of, or other realization upon, all or any part of the Collateral by
virtue of the exercise of remedies under Section 6.01 or of the exercise of the
license granted in Section 2.03, and any other cash at the time held by the
Collateral Agent under Article III or this Article VI, shall be applied by the
Collateral Agent:

         First, to the payment of the costs and expenses of such exercise of
remedies, including reasonable out-of-pocket costs and expenses of the
Collateral Agent, the fees and expenses of its agents and counsel and all other
expenses incurred and advances made by the Collateral Agent in that connection;

         Second, to the Collateral Agent for amounts due and unpaid on the Notes
for principal and interest and all other amounts due and unpaid under the Loan
Documents; and

         Third, to the Obligor or any other obligor on the Notes, as their
interests may appear, or as a court of competent jurisdiction may direct.

         As used in this Article VI, "proceeds" of Collateral shall mean cash,
securities and other property realized in respect of, and distributions in kind
of, Collateral, including any property received under any bankruptcy,
reorganization or other similar proceeding as to the Obligor or any issuer of,
or account debtor or other obligor on, any of the Collateral.

Article VII.  Miscellaneous.

         7.01     Waiver. No failure on the part of the Collateral Agent or any
Holder to exercise and no delay in exercising, and no course of dealing with
respect to, any right, remedy, power or privilege under this Agreement shall
operate as a waiver of such right, remedy, power or privilege, nor shall any
single or partial exercise of any right, remedy, power or privilege under this
Agreement preclude any other or further exercise of any such right, remedy,
power or privilege or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges provided in this
Agreement are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.


                                     - 16 -
<PAGE>   17
         7.02     Notices. All notices and, consents, requests, instructions,
approvals, financial statements, reports and other communications to be given
under this Agreement shall be deemed given, if in writing and delivered
personally, by telecopy or sent by registered mail, postage prepaid to:

         if to the Obligor:             Bio-Plexus, Inc.
                                        129 Reservoir Road
                                        Vernon, CT  06066
                                        Attention: Chief Executive Officer

                                        Fax: (860) 870-6118

         with a copy to:                Paul, Hastings, Janofsky & Walker LLP
                                        1055 Washington Boulevard
                                        Stanford, CT  06901
                                        Attention:  Esteban A. Ferrer, Esq.
                                        Fax:  (203) 359-3031

         if to the Collateral Agent:    Appaloosa Management, L.P.
                                        26 Main St., 1st Floor
                                        Chatham, NJ  07928
                                        Attention:  Mr. James E. Bolin
                                        Fax:  (973) 701-7309

         with a copy to:                Fried, Frank, Harris, Shriver & Jacobson
                                        One New York Plaza
                                        New York, NY  10004
                                        Attention:  Robert C. Schwenkel, Esq.
                                        Fax:  (212) 859-4000

         7.03     Expenses, Etc. The Obligor agrees to pay or to reimburse the
Collateral Agent for all costs and expenses (including reasonable attorney's
fees and expenses) that may be incurred by the Collateral Agent in any effort to
enforce any of the provisions of Article VI, or any of the obligations of the
Obligor in respect of the Collateral or in connection with (a) the preservation
of the Lien of, or the rights of the Collateral Agent under this Agreement or
(b) any actual or attempted sale, lease, disposition, exchange, collection,
compromise, settlement or other realization in respect of, or care of, the
Collateral, including all such costs and expenses (and reasonable attorney's
fees and expenses) incurred in any bankruptcy, reorganization, workout or other
similar proceeding.

         7.04     Amendments. This Agreement may be amended as to the Collateral
Agent and its respective successors and assigns, and the Obligor may take any
action herein prohibited, or omit to perform any act required to be performed by
it, if the Obligor shall obtain the written consent of the Collateral Agent.
This Agreement may not be waived, changed, modified, or discharged orally, but
only by an agreement in writing signed by the party or parties against whom


                                     - 17 -
<PAGE>   18
enforcement of any waiver, change, modification or discharge is sought or by
parties with the right to consent to such waiver, change, modification or
discharge on behalf of such party.

         7.05     Successors and Assigns. All covenants and agreements contained
herein shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.

         7.06     Survival. All covenants, agreements, representations and
warranties contained herein and in any certificates delivered pursuant hereto in
connection with the transactions contemplated hereby shall survive the Closing
and the delivery of the Loan Documents, regardless of any investigation made by
or on behalf of any party.

         7.07     Agreements Superseded. Except with respect to express
references to other Loan Documents, this Agreement supersedes all prior
agreements and understandings, written or oral, among the parties with respect
to the subject matter of this Agreement.

         7.08     Severability. If any term, provision, covenant or restriction
of this Agreement or any exhibit hereto is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement and such exhibits shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated. It is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms, provisions, covenants
and restrictions without including any of such which may be hereafter declared
invalid, void or unenforceable.

         7.09     Captions. The table of contents and captions and section
headings appearing in this Agreement are included solely for convenience of
reference and are not intended to affect the interpretation of any provision of
this Agreement.

         7.10     Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more of the counterparts have been signed by
each party and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.

         7.11     GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW
OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH
STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER
THAN SUCH STATE.

         7.12     Submission to Jurisdiction. If any action, proceeding or
litigation shall be brought by the Collateral Agent in order to enforce any
right or remedy under this Agreement, the Obligor hereby consents and will
submit, and will cause each of its Subsidiaries to submit, to the jurisdiction
of any state or federal court of competent jurisdiction sitting within the area
comprising the Southern District of New York on the date of this Agreement. The
Obligor hereby irrevocably waives any objection, including, but not limited to,
any objection to the


                                     - 18 -
<PAGE>   19
laying of venue or based on the grounds of forum non conveniens, which it may
now or hereafter have to the bringing of any such action, proceeding or
litigation in such jurisdiction.

         7.13.    Service of Process. Nothing herein shall affect the right of
the Collateral Agent to serve process in any other manner permitted by law or to
commence legal proceedings or otherwise proceed against the Obligor in any other
jurisdiction.

         7.14.    WAIVER OF JURY TRIAL. THE OBLIGOR HEREBY WAIVES ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS
AGREEMENT.

                                     - 19 -
<PAGE>   20
         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.

                                             BIO-PLEXUS, INC.


                                             By:________________________
                                                Name:
                                                Title:


                                             APPALOOSA MANAGEMENT, L.P.


                                             By:________________________
                                                Name:
                                                Title:


                                     - 20 -
<PAGE>   21
                               SECURITY AGREEMENT

                                      AMONG

                                BIO-PLEXUS, INC.,
                                   as Obligor

                                       and

                           Appaloosa Management, L.P.,
                               as Collateral Agent



                           Dated as of April 28, 2000

                                     - 21 -
<PAGE>   22
                                TABLE OF CONTENTS


<TABLE>

<S>                                                                            <C>
Article I.  Definitions and Interpretation ............................      1

    1.01  Certain Defined Terms .......................................      1

    1.02  Interpretation ..............................................      3

Article II.  Collateral ...............................................      4

    2.01  Grant of First Priority Security Interest ...................      4

    2.02  Grant of Second Priority Security Interest ..................      6

    2.03  Intellectual Property .......................................      6

    2.04  Perfection ..................................................      6

    2.05  Preservation and Protection of Security Interests ...........      7

    2.06  Reserved ....................................................      8

    2.07  Special Provisions Relating to Securities Collateral ........      8

    2.08  Use of Intellectual Property ................................      8

    2.09  Instruments .................................................      9

    2.10  Use of Collateral ...........................................      9

    2.11  Rights and Obligations ......................................      9

    2.12  Release of Motor Vehicles ...................................     10

    2.13  Termination .................................................     10

Article III.  Cash Proceeds of Collateral .............................     10

    3.01  Collateral Account ..........................................     10

    3.02  Certain Proceeds ............................................     10

    3.03  Investment of Balance in Collateral Account .................     11

Article IV.  Representations and Warranties ...........................     11
</TABLE>


                                      - i -
<PAGE>   23
<TABLE>
<S>                                                                        <C>
    4.01  Title .......................................................     11

    4.02  Intellectual Property .......................................     11

    4.03  Goods .......................................................     12

Article V.  Covenants .................................................     12

    5.01  Books and Records ...........................................     12

    5.02  Removals, Etc ...............................................     12

    5.03  Stock Collateral ............................................     12

    5.04  Intellectual Property .......................................     13

Article VI.  Remedies .................................................     14

    6.01  Events of Default, Etc ......................................     14

    6.02  Deficiency ..................................................     15

    6.03  Private Sale ................................................     15

    6.04  Application of Proceeds .....................................     16

Article VII.  Miscellaneous ...........................................     16

    7.01  Waiver ......................................................     16

    7.02  Notices .....................................................     17

    7.03  Expenses, Etc ...............................................     17

    7.04  Amendments ..................................................     17

    7.05  Successors and Assigns ......................................     18

    7.06  Survival ....................................................     18

    7.07  Agreements Superseded .......................................     18

    7.08  Severability ................................................     18

    7.09  Captions ....................................................     18

    7.10  Counterparts ................................................     18

    7.11  GOVERNING LAW ...............................................     18
</TABLE>


                                     - ii -
<PAGE>   24
<TABLE>
<S>                                                                        <C>
    7.12  Submission to Jurisdiction ..................................     18

    7.13.  Service of Process .........................................     19

    7.14.  WAIVER OF JURY TRIAL .......................................     19
</TABLE>

                                     - iii -
<PAGE>   25
Annex I -         Schedule of Pledged Debt
Annex II -        Jurisdictions for Filing of Financing Statements
Annex III -       Business Locations

                                     - iv -