EXHIBIT 10.14

                           LOAN AND SECURITY AGREEMENT

           This Loan and Security Agreement (the "Agreement") is entered into as
of June 1, 1999 by and among U.S.  Electricar,  Inc., a  California  corporation
(the "Company"),  Jagen Pty Ltd., an Australian  company,  and Anthony Rawlinson
(each, a "Secured Party" and together, the "Secured Parties").


                                     RECITAL


         A. The Company  wishes to borrow funds from the Secured  Parties and is
willing to return such amounts to the Secured  Parties in cash or in  securities
as contemplated  in Secured  Convertible  Promissory  Notes in the form attached
hereto as Exhibit A and incorporated herein by this reference (the "Note").


         B. The Secured  Parties are willing to accept the Notes  provided  that
the Company and each Secured  Parties  enter into a Note,  this  Agreement,  the
Purchase  Agreement and such other documents as are  contemplated  thereby,  and
that  the  Company  grant  each  Secured  Parties  a  security  interest  in the
collateral contemplated hereunder.


         NOW, THEREFORE, in consideration of the representations, warranties and
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the parties agree as
follows:

         1. Grant of Security  Interest.  Subject to the terms and conditions of
this  Agreement,  the Company  hereby  grants to the Secured  Parties a security
interest in all property which is in the Company's  possession or control in any
matter or for any purpose,  including,  without limitation, the Company's right,
title and interest in the now owned and hereafter  acquired assets  described on
Exhibit A, and the  proceeds,  increase and products of such  property,  and all
property   which  the  Company   may   receive  on  account  of  such   property
(collectively, the "Collateral").

         2. Obligation  Secured.  This Agreement shall secure the performance of
the Notes on the conditions set forth below.

         3. Covenants of the Company.  The Company  hereby  covenants and agrees
with the Secured Parties as follows:

                  3.1 Defense.  The Company shall defend the Collateral  against
any adverse  claims or demands.  The Company shall not sell,  contract for sale,
discount,  factor, pledge, grant or permit to arise or exist a security interest
in,  license,  or  otherwise  dispose  of,  encumber or impair the rights of the
Secured  Parties to any of the Collateral out of the ordinary course of business
(it being understood that a portion of the Company's business includes licensing
and selling its  technology to other parties) until each Note has been satisfied
without the prior written approval of the Secured Parties.


<PAGE>

                  3.2 Cooperation.  The Company shall cooperate with the Secured
Parties to ensure that the Secured Parties obtain and maintain a fully perfected
security  interest in the Collateral.  Such cooperation  shall include,  without
limitation, assisting the Secured Parties with the giving of such notices as the
Secured  Parties deem  necessary or  appropriate  to inform third parties of the
Secured Parties' security interest in the Collateral, and executing from time to
time  such  additional  documents  and  instruments,   including  any  financing
statements  under the UCC, if any, as may be requested by the Secured Parties to
perfect, continue or protect the security interest created by this Agreement, or
otherwise to achieve the purposes of this Agreement.

                  3.3 Notice of Claims.  The Company shall  promptly  advise the
Secured  Parties in writing of the initiation of any legal  proceedings  against
the Company or the threat  thereof.  The Company shall  promptly  notify Secured
Parties in writing of any event that  affects the rights and remedies of Secured
Parties in relation to the Collateral,  including,  but not limited to, the levy
of any legal process  against the  Collateral  and the adoption of any marketing
order,  arrangement or procedure affecting the Collateral,  whether governmental
or otherwise.

                  3.4 Discharge.  The Company will pay and discharge promptly as
they  become due and  payable  all  taxes,  assessments  and other  governmental
charges or levies  imposed upon their income or upon any of their  properties or
assets,  or upon any part  thereof,  as well as all  lawful  claims  of any kind
which,  if unpaid,  might by law become a lien or a charge upon the  Collateral;
provided that the Company shall not be required to pay any such tax, assessment,
charge,  levy or claim if the amount,  applicability  or validity  thereof shall
currently  be  contested  in good  faith  by  appropriate  proceedings  promptly
initiated and diligently conducted.

                  3.5 Preserve Collateral. The Company shall keep the Collateral
separate and identifiable. The Company shall maintain the Collateral in good and
saleable  condition,  repair  it  as  necessary  and  otherwise  deal  with  the
Collateral  in all such ways as are  considered  good practice by owners of like
property,  use it lawfully  and only as permitted  by  insurance  policies,  and
permit Secured Parties to inspect the Collateral at any reasonable time.

                  3.6 Deposit  Proceeds.  As to Collateral which is inventory or
accounts,  the Company will,  after an Event of Default under the Note,  deposit
all cash proceeds as received in a demand deposit account  designated by Secured
Parties,  containing only such proceeds and deliver statements identifying units
of inventory disposed of, accounts which give rise to proceeds, all acquisitions
and  returns of  inventory,  and all  non-cash  proceeds  other  than  inventory
received in trade, as required by Secured Parties.

                  3.7 Collect  Proceeds.  As to  Collateral  which is  accounts,
chattel  paper,   general  intangibles  and  proceeds,   the  Company  warrants,
represents  and agrees that if an account  debtor  shall also be indebted to the
Company on another  obligation,  any  payment  made by such  account  debtor not
specifically  designated  to be applied on any  particular  obligation  shall be
considered  to be a payment  on the  account  in which  Secured  Parties  have a
security interest.

                  3.8 Insure Collateral.  The Company will insure the Collateral
with the Secured  Parties as loss payee in form and amounts,  and against  risks
and liability,  satisfactory to the Secured  Parties (to the extent  customarily
maintained  by  businesses  similar  to the  Company)  and


                                      -2-
<PAGE>

hereby  assigns such policies to the Secured  Parties and authorizes the Secured
Parties to make any claim  thereunder and to receive  payment of and endorse any
instrument in payment of any loss or return premium.

                  3.9 Pay Costs.  The Company shall pay all reasonable costs and
expenses,  including reasonable attorneys' fees, paid or incurred by the Secured
Parties to enforce  this  Agreement,  to protect  the  security  interest of the
Secured Parties in the Collateral, or to preserve,  process, develop,  maintain,
care for or insure the Collateral, or any part thereof.

                  3.10  Maintain  Company.  The Company  shall not enter into an
agreement to merge with and into or  consolidate  with another entity or convey,
sell, lease or otherwise transfer  substantially all of its assets at a time any
amounts are owed to Secured  Parties  under the Note.  The  Company  will notify
Secured  Parties  immediately  of any  proposed  change  in the  Debtor's  name,
identity or corporate structure.

                  3.11   Fulfill   Obligations.   The  Company   shall  use  all
commercially reasonable efforts to fulfill its contractual obligations under the
Purchase Agreement and the documents contemplated thereby.

        4.  Representations and Warranties.

                  4.1 Representations and Warranties of the Company. The Company
represents and warrants to the Secured Parties as follows:

                           (a) The Company is duly organized,  validly  existing
and in good  standing  under  the  laws of  California  and  has the  power  and
authority  to own and  operate  its  properties,  to  carry on its  business  as
currently  conducted  and as  proposed  to be  conducted  and to enter  into and
perform this Agreement.

                           (b) This  Agreement  constitutes  a legal,  valid and
binding  obligation of the Company  enforceable  in  accordance  with its terms,
subject to laws of general  application  relating to bankruptcy,  insolvency and
the  relief  of  debtors  and  rules  of  law  governing  specific  performance,
injunctive relief or other equitable remedies.

                           (c) The execution and  performance  of this Agreement
has been duly  authorized and will not constitute a breach of or a default under
the  terms  of the  organizational  documents  of the  Company  or any  material
agreement to which the Company is party or by which it is bound or  restrictions
on transfer under applicable federal and state securities laws.

                           (d) Any officers,  agents or  representatives  acting
for or on behalf of the Company in connection with this Agreement have been duly
authorized and are fully  empowered to act in connection with this Agreement and
all matters related thereto.

                           (e) The Company has good and marketable  title,  free
and  clear  of any  and all  adverse  claims,  liens  and  encumbrances,  to the
Collateral, free and clear of all covenants,  conditions,  restrictions,  voting
trust arrangements, liens, charges, encumbrances,  options and adverse claims or
rights whatsoever, except as specified in Schedule 5.1(e).

                                      -3-
<PAGE>

                           (f)  The  Company  recognizes  that  in an  Event  of
Default under the Note the Secured Parties may be unable to effect a public sale
of all or a part of the Collateral.  The Company  understands that private sales
so made may be at prices and on other terms less  favorable  to the Company than
if the Collateral were sold at public sales, and agrees that the Secured Parties
have no  obligation  to delay  the sale of any of the  Collateral.  The  Company
agrees that private sales made under the foregoing circumstances shall be deemed
to have been made in a commercially reasonable manner, if made at arms' length.

                  4.2  Representations  and  Warranties of the Secured  Parties.
Each Secured Parties represents and warrants that:

                           (a)  the  Secured  Party  has had an  opportunity  to
discuss the  Company's  business,  management  and  financial  affairs  with its
management and to obtain any additional  information which the Secured Party has
deemed  necessary  or  appropriate  for  deciding  whether  or not to accept the
Collateral as collateral  for the Note,  and has had an  opportunity to receive,
review and understand the disclosures  and  information  regarding the Company's
financial statements, capitalization and other business information as set forth
in Company's  filings with the Securities and Exchange  Commission which are all
incorporated herein by reference, together with all exhibits referenced therein.

                           (b)  The  Secured   Party  has  such   knowledge  and
experience in financial and business  matters,  including  investments  in other
start-up companies, that it is capable of evaluating the merits and risks of the
Note,  and it is able to bear  the  economic  risk of such  loan.  Further,  the
Secured  Party has such  knowledge  and  experience  in  financial  and business
matters that he is capable of utilizing the information made available to him in
connection with the loan.

                           (c) If Secured Party is a  corporation,  partnership,
trust or estate:  (i) the individual  executing and delivering this Agreement on
behalf of the Secured Party has been duly  authorized  and is duly  qualified to
execute  and  deliver  this  Agreement  on behalf of Secured  Party and (ii) the
signature of such individual is binding upon Secured Party.

                  4.3 Survival of  Representations  and  Warranties.  All of the
representations and warranties  contained in this Agreement shall survive for so
long as any amounts are owed under the Note.

        5. Additional Rights of Secured Parties.

                  5.1 Choice of  Remedies.  After an Event of Default  under the
Note and any waiting or notice periods  required by California  law, the Secured
Parties shall have the right to do any one or more of the following:

                           (a)   declare  any   indebtedness   under  the  Notes
immediately due and payable.

                           (b) Enter the premises of the Company and enforce and
exercise  all of the rights and  remedies of secured  parties  under the Uniform
Commercial Code of the State of California.


                                      -4-
<PAGE>

                           (c) Require the  Company to assemble  the  Collateral
and sell the  Collateral,  in one or more  sales,  for cash or on credit or to a
wholesaler,  retailer or user of the Collateral, at a private or public auction,
all of which shall be deemed to be commercially reasonable.

                           (d) Take such  measures  as the  Secured  Parties may
consider  necessary  or desirable to  preserve,  process,  develop,  maintain or
protect the Collateral or any portion thereof.

                           (e) Effect the transfer of any securities included in
the Collateral into the name of the Secured Parties.

                           (f) Require the Company to place the  interest of the
Secured  Parties as a lienholder on the  certificate of title (or other evidence
of  ownership)  of any vehicle owned by the Company or with respect to which the
Company holds a beneficial interest.

                           (g) File or  demand  the  Company  file any  forms or
other documents required to be filed with the United States Patent and Trademark
Office,   United  States  Copyright  Office,  or  any  filings  in  any  foreign
jurisdiction  required to secure or protect the Secured Parties' interest in the
Collateral.

                           (h)  Notify an  account  debtor or the  obligor on an
instrument,  if any, to make payment to the Secured Parties,  whether or not the
Secured  Parties  were  theretofore   making   collections  on  the  account  or
instrument.

                           (i) Take control of any and all proceeds to which the
Secured Parties are entitled.

                  5.2 No  Notice.  The  Secured  Parties  shall  have no duty or
obligation  whatsoever to make or give any presentment,  demand for performance,
notice of non-performance, notice of protest or notice of dishonor in connection
with the  Collateral or to take any other action to preserve,  protect or defend
any  right,  title  or  interest  of  the  Company  with  respect  to any of the
Collateral.  The Company waives: (a) any right to require the Secured Parties to
proceed against any person before any other, or to pursue any other remedy;  (b)
any right to the benefit of or to direct the application of the Collateral until
the obligations  secured hereunder have been satisfied in full; (c) any right of
subrogation to any lender until the Notes have been satisfied;  or (d) any right
to require the Secured  Parties to (i)  exhaust the  Collateral,  (ii) apply the
Collateral  in any  particular  order,  (iii)  obtain any bond  under  claim and
deliver  proceedings  or retain  possession of and not dispose of the Collateral
taken under claim and delivery  proceedings until after trial or final judgment.
The Company further waives,  to the fullest extent  permitted by law, all rights
to notice for a judicial  hearing  prior to the time the Secured  Parties  takes
possession or dispose of the  Collateral  upon default as provided  herein.  The
Secured Parties shall not be obligated to make any sale of the Collateral or any
part of it if they determine not to do so, regardless of the fact that notice of
sale of the Collateral may have been given.  After an Event of Default under the
Note the Secured Parties may, without notice or publication, adjourn a public or
private sale of the  Collateral,  or cause the same to be adjourned from time to

                                      -5-
<PAGE>

time by  announcement  at the time and place fixed for sale,  and such sale may,
without further  notice,  be made at the time and place to which the same was so
adjourned.

                  5.3  Discharge.  In  addition  to all other  rights  given the
Secured Parties herein,  the Secured Parties may, but shall not be obligated to,
discharge any or all taxes,  liens,  security interests or other encumbrances at
any time levied or placed upon the Collateral.

                  5.4  Insure  Collateral.  If the  Company  should  fail  after
reasonable  request to deliver evidence of appropriate  insurance to the Secured
Parties,  the  Secured  Parties  may,  but shall have no duty to,  obtain at the
Company's  cost and expense,  insurance  naming the Secured  Parties  and/or the
Company  as a  payee,  and the cost of such  policy  shall  be  secured  by this
Agreement and repaid by the Company.

                  5.5 License.  For purposes of enabling the Secured  Parties to
exercise their rights and remedies  hereunder,  the Company hereby grants to the
Secured   Parties  an   irrevocable,   non-exclusive   and  assignable   license
(exercisable  without  payment or royalty or other  compensation  to the Secured
Parties)  to  use,   license  or  sublicense  any  Collateral  that  constitutes
intellectual  property, to be exercisable by the Secured Parties solely after an
Event of Default under a Note.

        6. Application of Proceeds.

                  6.1 Order.  All proceeds of any sale of the  Collateral by the
Secured Parties shall be applied as follows:

                           (a) first,  to the payment of all reasonable fees and
expenses incurred by the Secured Parties,  pro rata, in connection with any such
sale, including,  but not limited to, the expenses of advertising the Collateral
to be sold,  all court  costs and  reasonable  fees of counsel  for the  Secured
Parties in connection  therewith,  and the payment of all  reasonable  costs and
expenses paid or incurred by the Secured Parties in connection with the exercise
of any right or remedy  hereunder,  to the extent that such advances,  costs and
expenses shall not theretofore have been reimbursed to the Secured Parties;

                           (b) second,  to the payment of accrued  interest,  if
any, on the Notes, pro rata; and

                           (c)  third,   to  the  payment  of  the   outstanding
principal balance of the Notes, pro rata.

                  6.2 Surplus or  Deficiency.  Any surplus shall be delivered to
the Company.  If there is any  deficiency,  the Company shall promptly pay it to
the Secured Parties on demand.

         7. Duration of Security  Interest.  The grant of the security interest,
and all other terms and conditions of this Agreement as set forth herein,  shall
terminate upon the Company's  payment in full or conversion of all  indebtedness
due under the Notes. On the date that such payment in full or conversion occurs,
the Secured Parties shall,  within five (5) business days, execute and file




                                      -6-
<PAGE>

such documents and instruments, including a termination statement under the UCC,
as may be required to terminate the Secured  Parties'  security  interest in the
Collateral.

         8.  Notices.  Any notice,  request or other  communication  required or
permitted  hereunder  will be in  writing  and shall be deemed to have been duly
given if  personally  delivered  or if  telecopied  or mailed by  registered  or
certified mail, postage prepaid,  at the respective  addresses of the parties as
set forth below.  Any party hereto may by notice so given change its address for
future  notice  hereunder.  Notice  will be  deemed  to  have  been  given  when
personally  delivered or when  deposited in the mail or telecopied in the manner
set forth above and will be deemed to have been received when delivered.

                  (a)      If to Jagen

                           9 Oxford Street
                           South Yarra 3141
                           Melbourne, Victoria
                           Australia
                           Telecopier 011 - 613 - 9826 - 5499

                           with a copy to:

                           Gray Cary Ware & Freidenrich LLP
                           4365 Executive Drive, Suite 1600
                           San Diego, California  92121
                           Telecopier (619) 677-1477
                           Attention:  Robert W. Ayling, Esq.

                  (b)      if to Rawlinson

                           5 Shenton Way, #1301
                           UIC Building
                           Singapore 068808, Singapore
                           Telecopier 011 -65 - 220-5338

                           with a copy to:

                           Gray Cary Ware & Freidenrich LLP
                           4365 Executive Drive, Suite 1600
                           San Diego, California  92121
                           Telecopier (619) 677-1477
                           Attention:  Robert W. Ayling, Esq.

                  (c)      if to the Company

                           U.S. Electricar, Inc.
                           19850 South Magellan Drive



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<PAGE>

                           Torrance, California  90502
                           Telecopier (310) 527-7888
                           Attention:  President

                           with a copy to:

                           Bay Venture Counsel, LLP
                           1999 Harrison Street, Suite 1300
                           Oakland, CA 94612
                           Attention:  Donald C. Reinke, Esq.
                           Telecopier (510) 834-7440

        9. Miscellaneous.

                  9.1 Successors  and Assigns.  The terms and conditions of this
Agreement  shall  inure to the  benefit  of and be binding  upon the  respective
successors and assigns of the parties.

                  9.2   Governing   Law.   This   Agreement  and  all  acts  and
transactions  pursuant  hereto  and the rights and  obligations  of the  parties
hereto shall be governed,  construed and interpreted in accordance with the laws
of the State of California,  without giving effect to principles of conflicts of
law.

                  9.3  Counterparts.  This  Agreement  may be executed in two or
more  counterparts,  each of which shall be deemed an original  and all of which
together  shall  constitute  one  instrument.  This Agreement may be executed by
facsimile.

                  9.4 Titles and  Subtitles.  The titles and  subtitles  used in
this  Agreement  are used for  convenience  only and are not to be considered in
construing or interpreting this Agreement.

                  9.5  Attorney's  Fees.  If any  action  at  law  or in  equity
(including  arbitration)  is necessary to enforce or interpret the terms of this
Agreement,  the Secured Parties shall be entitled to reasonable attorney's fees,
costs and necessary  disbursements in addition to any other relief to which they
may be entitled.

                  9.6 Amendments  and Waivers.  Any waiver,  permit,  consent or
approval  of any kind or  character  on the part of any  party of any  breach or
default  under  this  Agreement,  or any  waiver on the part of any party of any
provisions  or  conditions  of this  Agreement,  must be in writing and shall be
effective only to the extent specifically set forth in such writing.  The waiver
of any  default  or event of  default  hereunder  shall  not be a waiver  of any
subsequent  default or event of default.  The  Secured  Parties'  acceptance  of
partial or delinquent  payments or the Secured  Parties' failure to exercise any
rights they may have shall not waive any obligation of the Company or any rights
of the Secured Parties or otherwise  modify this  Agreement,  or waive any other
similar matter. All remedies, either under this Agreement or by law or otherwise
afforded to any party, shall be cumulative and not alternative.


                                      -8-
<PAGE>

                  9.7 Remedies Cumulative;  Specific Performance. The rights and
remedies of the parties hereto shall be cumulative  (and not  alternative).  The
parties to this  Agreement  agree that, in the event of any breach or threatened
breach by the Company to this  Agreement of any  covenant,  obligation  or other
provision set forth in this Agreement for the benefit of any other party to this
Agreement,  such other party shall be entitled  (in addition to any other remedy
that may be available to it) to (a) a decree or order of specific performance or
mandamus to enforce the observance and performance of such covenant,  obligation
or other provision,  and (b) an injunction restraining such breach or threatened
breach.

                  9.8 Severability.  If one or more provisions of this Agreement
are  held to be  unenforceable  under  applicable  law,  the  parties  agree  to
renegotiate such provision in good faith to achieve the closest comparable terms
as is possible.  In the event that the parties cannot reach a mutually agreeable
and enforceable replacement for such provision, then (a) such provision shall be
excluded  from  this  Agreement,  (b) the  balance  of the  Agreement  shall  be
interpreted  as if such  provision  were so excluded  and (c) the balance of the
Agreement shall be enforceable in accordance with its terms.

                  9.9 Venue.  Any action,  arbitration,  or  proceeding  arising
directly or indirectly  from this Agreement or any other  instrument or security
referenced herein shall be litigated or arbitrated, as appropriate, in the State
of California.

                  9.10  Entire  Agreement.  This  Agreement  and  the  documents
referred to herein  constitute the entire  agreement  between the parties hereto
pertaining to the subject matter  hereof,  and any and all other written or oral
agreements  regarding  the subject  matter hereof  existing  between the parties
hereto are expressly canceled.


                  9.11  Exculpation  Among Secured  Parties.  Each Secured Party
acknowledges that it is not relying upon any person, firm or corporation,  other
than the Company,  in making its investment or decision to accept the Collateral
as security for the Notes.


           IN WITNESS  WHEREOF,  the Company and the Secured Parties have caused
this Agreement to be executed as of the date first above written.

COMPANY:                                    SECURED PARTY:

U.S. ELECTRICAR, INC.                       JAGEN PTY LTD.


By:                                         By:      /s/ Boris Liberman
   -----------------------------                --------------------------------
     Name:                                       Name:   Boris Liberman
     Title:                                      Title:  Director
            --------------------------                 -------------------------
                                            SECURED PARTY:



                                      -9-
<PAGE>


                                              /s/Anthony Rawlinson
                                             -----------------------------------
                                               Anthony D. Rawlinson


<PAGE>

                                    EXHIBIT A



This Exhibit A covers all right and title of the Company in, to and under all of
the  following,  wherever  located and whether now owned or  hereafter  owned or
acquired:


                  1. all "accounts" of the Company,  as defined in Section 9-106
of the Uniform  Commercial  Code ("UCC"),  including,  without  limitation,  all
accounts receivable, obligations and contract rights owned or owing the Company;

                  2. all "chattel  paper" of the Company,  as defined in Section
9-105(1)(b) of the UCC;

                  3. all contracts, undertakings,  franchise agreements or other
agreements  in or under which the Company may now or  hereafter  have any right,
title or interest;

                  4. all  "deposit  accounts"  of the  Company,  as  defined  in
Section  9-105(e)  of the UCC,  including,  without  limitation,  any  agreement
relating to the terms of payment or the terms of performance thereof;

                  5. all  "documents"  of the  Company,  as  defined  in Section
9-105(1)(f) of the UCC;

                  6. all  "equipment"  of the  Company,  as  defined  in Section
9-109(2) of the UCC;

                  7. all  "fixtures"  of the  Company,  as  defined  in  Section
9-313(1)(a) of the UCC;

                  8. all "general  intangibles"  of the  Company,  as defined in
Section 9-106 of the UCC;

                  9. all  "instruments"  of the  Company,  as defined in Section
9-105(1)(i) of the UCC;

                  10.  all  "inventory"  of the  Company,  as defined in Section
9-109(4) of the UCC;

                  11. all  "investment  property" of the Company,  as defined in
Section 9-115(1)(f) of the UCC;


                  12.  any and all  copyright  rights,  copyright  applications,
copyright  registrations  and like  protections  in each work or authorship  and
derivative work thereof, whether published or unpublished and whether or not the
same also  constitutes  a trade  secret,  now or  hereafter  existing,  created,
acquired or held (collectively, the "Copyrights");


<PAGE>

                  13. any and all trade  secrets,  and any and all  intellectual
property  rights in computer  software  and  computer  software  products now or
hereafter existing, created, acquired or held;


                  14. any and all design  rights  which may be  available to the
Company now or hereafter existing, created, acquired or held;


                  15. all  patents,  patent  applications  and like  protections
including without limitation improvements,  divisions, continuations,  renewals,
reissues,  extensions and continuations in part of the same  (collectively,  the
"Patents");


                  16. any trademark and servicemark  rights,  whether registered
or not,  applications  to  register  and  registrations  of the  same  and  like
protections,  and the entire  goodwill of the business of the Company  connected
with and symbolized by such trademarks (collectively, the "Trademarks");


                  17. any and all claims for damages by way of past, present and
future infringement of any of the rights included above, with the right, but not
the obligation, to sue for and collect such damages for said use or infringement
of the intellectual property rights identified above;


                  18. all licenses or other rights to use any of the Copyrights,
Patents or Trademarks,  and all license fees and royalties arising from such use
to the extent permitted by such license or rights; and


                  19. all  amendments,  renewals  and  extensions  of any of the
Copyrights, Trademarks or Patents;


                  20. all property of the Company held by Secured Parties or any
other  party  for  whom the  Secured  Parties  is  acting  as  agent  hereunder,
including,  without  limitation,  all  property  of  every  description  now  or
hereafter in the  possession  or custody of or in transit to the Company for any
purpose, including, without limitation, safekeeping, collection or pledge;

                  21.  all other  goods and  personal  property  of the  Company
whether  tangible or intangible and whether now or hereafter  owned or existing,
leased, consigned by or to, or acquired by the Company and wherever located; and

                  22. to the extent not otherwise  included,  all  "proceeds" as
defined  in  Section  9-306(1)  of the  UCC of  each  of the  foregoing  and all
accessions  to,  substitutions  and  replacements  for,  and rents,  profits and
products of each of the foregoing.


<PAGE>


                                 Schedule 5.1(e)

None.