<PAGE>
                            SECURITY AGREEMENT


      THIS  SECURITY AGREEMENT (this "Agreement") made as of  the
1st  day  of  April, 1996 is given by Ozo Diversified Automation,
Inc.,  a  Colorado corporation ("Debtor"), to Steven N.  Bronson,
Lenore  Katz,  James S. Cassel, Bruce C. Barber and Eric  Elliott
(collectively, the "Secured Parties").


                    R  E  C  I  T  A  L  S:

     A.        Debtor has borrowed the principal amount of One Hundred
Thousand  Dollars  ($100,000.00) in the  aggregate  from  Secured
Parties,  which is evidenced by a series of Promissory  Notes  of
even  date  herewith  from  Debtor to  each  of  Secured  Parties
(collectively, the "Notes").

     B.        In order to induce Secured Parties to make said loan to
Debtor,  Debtor has agreed to grant to each of Secured Parties  a
security  interest in any and all of Debtor's  right,  title  and
interest in and to any and all Accounts as defined in the Uniform
Commercial  Code as in effect from time to time in the  State  of
Florida  including  but  not limited  to  any  and  all  accounts
receivable now or hereafter existing (the "Collateral").

     NOW, THEREFORE, with reference to the above recitals, and in
reliance  thereon, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     1.        Creation of Security Interest.  Debtor hereby grants to
each  of Secured Parties a security interest in, and does  hereby
collaterally  assign, hypothecate, pledge, mortgage,  convey  and
set over unto Secured Parties, the Collateral and all of Debtor's
present and hereafter acquired right, title and interest  in  and
to  the  Collateral, for the purpose of securing payment  of  the
principal  of and interest on and all other amounts and  payments
due  on  account  of  the  Notes  (the  "Indebtedness")  and  the
performance  of  all agreements, covenants, terms and  conditions
contained in the Notes and this Security Agreement.  The security
interest of each of the Secured Parties ranks equally and ratably
without priority over one another.

     2.        Warranties, Representations and Covenants of Debtor.
Debtor  hereby  warrants,  represents and  covenants  to  Secured
Parties as follows:

          (a)       Debtor is a corporation duly organized, validly
existing  and  in good standing under the laws of  the  State  of
Colorado.   Debtor  has  full corporate power  and  authority  to
conduct its business as it is currently conducted or proposed  to
be  conducted,  to  own  all of its properties  and  to  execute,
deliver  and perform this Agreement and the Notes and to  perform
its obligations hereunder and thereunder.





<PAGE>

          (b)       The execution and delivery of this Agreement and the
Notes  and the performance of Debtor's obligations hereunder  and
thereunder  have been duly authorized by all requisite  corporate
action on the part of Debtor.  This Agreement and the Notes  have
been  duly  executed and delivered by Debtor and  constitute  the
legal and valid obligations of Debtor, enforceable against Debtor
in  accordance  with  their  respective  terms.   The  execution,
delivery and performance of this Agreement and the Notes, and the
taking  of  any  and all actions contemplated thereby,  will  not
constitute a breach or default under, or be in conflict with, any
contractual or other obligations to which Debtor or by which  the
Collateral is bound.

          (c)       Except for the security interest granted hereby, a
security interest granted to Ariel Electronics, Inc. (for which a
Subordination Agreement has been signed), and a security interest
granted  to  Professional Bank, Debtor is and will  be  the  sole
owner  of  the Collateral, free and clear from any lien, security
interest, encumbrance or adverse claim of any kind.   Debtor will
not  permit  any  financing statement (other than  the  financing
statement filed by Professional Bank) to be filed with respect to
the  Collateral or any portion thereof except in favor of Secured
Parties.  Debtor will notify Secured Parties of, and will  defend
the Collateral against, all claims and demands of all persons  at
any time claiming the same or any interest therein.

          (d)       The security interest granted to Professional Bank was
granted  to secure a line of credit pursuant to which the Company
may  borrow up to $30,000.  As of the date of this Agreement, the
Company had borrowed under the line of credit a total of $30,000.
In  addition, the Company has executed a short term note in favor
of  Professional  Bank  in the amount of  $50,000.   The  Company
covenants and agrees that until the Notes have been paid in full,
the  Company will not borrow in excess of $30,000 under the  line
of  credit  and  will not increase the amount  available  to  the
Company  pursuant  to the line of credit.  The Company  covenants
and  agrees  that  it  will pay in full the short  term  note  to
Professional Bank by May 8, 1996.  Moreover, until the Notes have
been  paid  in  full, the Company will not borrow any  additional
monies from Professional Bank.

          (e)       The chief executive offices of Debtor are at 7450 East
Jewell Avenue, Suite A, Denver, Colorado  80231.  Debtor will not
change  the  address  of its chief executive offices  without  at
least thirty (30) days' advance notice to Secured Parties.

          (f)       A financing statement covering certain of the
Collateral is on file with the State of Colorado for Professional
Bank.   Debtor  will  at its own cost and expense,  upon  demand,
furnish  to  Secured  Parties such further information  and  will
execute  and deliver to Secured Parties such financing statements
and  other documents in form satisfactory to Secured Parties  and
will  do all such acts as Secured Parties may at any time or from
time  to  time  request or as may be necessary or appropriate  to
establish  and  maintain  a perfected security  interest  in  the
Collateral  as security for the Notes, subject to no other  liens
or  encumbrances,  other  than liens or  encumbrances  benefiting
Professional  Bank; and Debtor will pay the  cost  of  filing  or

<PAGE>

recording  such financing statements or other documents,  in  all
public  offices wherever filing or recording is deemed  desirable
by Secured Parties.

          (g)       Debtor shall furnish promptly to Secured Parties such
information concerning the Collateral as Secured Parties may from
time  to time reasonably request.  Debtor shall permit and hereby
authorizes  Secured Parties to examine and inspect the Collateral
and any portion thereof wherever the same may be located.  Debtor
shall, at the request of Secured Parties, assemble the Collateral
or  such portion thereof as may be designated by Secured Parties,
together  with all documents and records pertaining  thereto,  at
such place as Secured Parties may designate.

     3.        Default.  If any one or more of the following events
("Events of Default") shall occur:

          (a)  Debtor shall fail to pay the principal or interest under the
               Notes when due;

          (b)  Debtor fails to observe or perform any covenant, condition
               or agreement  required to be observed or performed by Debtor
               hereunder;

          (c)  any representation or warranty made by Debtor herein is
               false or incorrect in any material respect; or

          (d)  any breach, violation or failure to perform any covenant,
               condition or agreement contained in the Subordination Agreement.

then Steven N. Bronson, as representative of the Secured Parties,
may,  in  addition  to exercising the remedies specified  in  the
Notes  and  otherwise available to Secured Parties at law  or  in
equity,  exercise  the  rights  and  remedies  provided  in  this
Agreement.

     4.        Remedies upon Default.  Upon the occurrence of an Event
of  Default, Steven N. Bronson, as representative of the  Secured
Parties, may, without further notice, and to the extent permitted
by  law,  pursue  any  one  or  more of  the  following  remedies
concurrently  or  successively, it being the intent  hereof  that
none of such remedies shall be to the exclusion of any others:

          (a)  make such payments and do such acts as Steven N. Bronson may
               deem necessary to protect the security interest of the Secured
               Parties in the Collateral, including without limitation, paying,
               purchasing, contesting or compromising any encumbrance, charge,
               claim or lien which is prior to or superior to the security
               interest granted hereunder and, in exercising any such powers or
               authority, pay all expenses incurred in connection therewith, and
               all funds expended by Secured Parties in protecting its security
               interest shall be deemed additional indebtedness secured by this
               Agreement;

          (b)  require Debtor to assemble the Collateral, or any portion
               thereof, at any place or places designated by Steven N. Bronson,
               and promptly to deliver such Collateral to Steven N. Bronson, or
               another agent or representative designated by them;

<PAGE>
          (c)  publicly or privately sell, or otherwise dispose of the
               Collateral, upon terms and in such manner as Secured Parties may
               determine.  Secured Parties may be a purchaser of the Collateral
               at any public sale.  Steven N. Bronson will give Debtor
               reasonable notice of the time and place of any public sale
               thereof or of the time after which any private sale or any other
               intended disposition thereof is to be made, and such notice, if
               given to Debtor pursuant to the provisions of Section 6 hereof at
               least five (5) days prior to the date of any public sale or
               disposition or the date after which any private sale or
               disposition may occur, shall constitute reasonable notice of such
               sale, lease or other disposition.  Steven N. Bronson, on behalf
               of the Secured Parties, may postpone or adjourn any such sale of
               the Collateral from time to time by an announcement at the time
               and place of sale or by announcement at the time and place of
               such postponed or adjourned sale, without being required to give
               a new notice of sale.  Further, Debtor waives and releases any
               cause of action and claim against Secured Parties as a result of
               Secured Parties' possession, collection or sale of the
               Collateral, any liability or penalty for failure of Secured
               Parties to comply with any requirement imposed on Secured Parties
               relating to notice of sale, holding of sale or reporting of sale
               of the Collateral, and, to the extent permitted by law, any right
               of redemption from such sale;

          (d)  notify any account debtor or any other party obligated on or
               with respect to any of the Collateral to make payment to Secured
               Parties or its nominee  of any amounts due or to become due
               thereunder or with respect thereto and otherwise perform its
               obligations with respect to the Collateral on behalf of and for
               the benefit of the Secured Parties.  Steven N. Bronson, as
               representative of the Secured Parties, may enforce collection and
               performance with respect to any of the Collateral by suit or
               otherwise, in its own name or in the name of Debtor or a nominee,
               and surrender, release, or exchange all or any part thereof; and
               compromise, extend or renew (whether or not for longer than the
               original period) or transfer, assign or endorse for collection or
               otherwise, any indebtedness or obligation with respect to the
               Collateral, or evidence thereof, and upon request of Steven N.
               Bronson, as representative of the Secured Parties, Debtor will,
               at its own expense, notify any person obligated on or with
               respect to any of the Collateral to make payment and performance
               directly to, in the name of, and on behalf of Secured Parties of
               any amounts or performance due or to become due thereunder or
               with respect thereto; and

          (e)  exercise any remedies of a secured party under the Uniform
               Commercial Code or any other applicable law.

      To  effectuate the foregoing, Debtor hereby agrees that  if
Steven  N.  Bronson,  as representative of the  Secured  Parties,
demands or attempts to take possession of the Collateral  or  any
portion thereof in exercise of its rights and remedies hereunder,
Debtor  will immediately turn over and deliver possession thereof
to  Secured Parties, and Debtor authorizes, to the extent  Debtor
may  now  or  hereafter  lawfully grant such  authority,  Secured
Parties,  their  employees and agents, and potential  bidders  or
purchasers  to  enter upon any or all of the premises  where  the


<PAGE>

Collateral or any portion thereof may at the time be located  (or
believed to be located) and Steven N. Bronson, on behalf  of  the
Secured  Parties, may (i) remove the same therefrom, (ii)  manage
the  Collateral  or  any  portion  thereof,  (iii)  maintain  the
Collateral or any portion thereof, (iv) view, inspect and prepare
for  sale,  the  Collateral  or any portion  thereof,  (v)  sell,
dispose  of  or consume the same or bid thereon.   In  the  event
Steven  N.  Bronson,  as representative of the  Secured  Parties,
seeks  possession  of the Collateral through  replevin  or  other
court  process, Debtor hereby irrevocably waives  (a)  any  bond,
surety  or  security required as an incident to such  possession,
and  (b)  any  demand for possession of the Collateral  prior  to
commencement of any suit or action to recover possession thereof.

      Debtor  hereby  indemnifies, defends,  protects  and  holds
harmless  Secured Parties from and against any and  all  damages,
liabilities,  claims  and  obligations  which  may  be  incurred,
asserted  or imposed upon Secured Parties as a result  of  or  in
connection  with any of the Collateral or as a result of  Secured
Parties'  seeking to obtain performance of any of the obligations
due  with  respect to the Collateral, except from  such  damages,
liabilities,   claims  or  obligations  as  result   from   gross
negligence or intentional misconduct of Secured Parties.

     Steven N. Bronson, as representative of the Secured Parties,
shall  have  the right to enforce one or more remedies hereunder,
successively or concurrently, and such action shall  not  operate
to estop or prevent the Secured Parties from pursuing any further
remedy  which  it may have, and any repossession or  retaking  or
sale  of  the Collateral pursuant to the terms hereof  shall  not
operate  to  release Debtor until full payment of any  deficiency
has been made in cash.

     5.        Application of Proceeds.  The proceeds of disposition
of the Collateral  shall be applied in the following order to:

          (a)  the reasonable expenses of retaking, holding, preparing for
               sale, selling and the like, including reasonable attorneys' fees
               and legal expenses incurred by Secured Parties; and

          (b)  the Notes.

Secured  Parties  shall account to Debtor for  any  surplus,  and
Debtor shall remain liable for any deficiency.

     6.        Notices.  Any notice, demand or other communication
which Debtor or Secured Parties may desire or may be required  to
give  to the other shall be in writing, and shall be deemed given
if  and  when personally delivered, or on the first business  day
following delivery to a nationally recognized courier service for
next  business  day delivery, charges billed  to  or  prepaid  by
shipper,  or  the  second business day after being  deposited  in
United  States  registered or certified  mail,  postage  prepaid,
addressed  to  the party for whom it is intended at  its  or  his
address  set forth below, or to such other address as  Debtor  or
Secured  Parties may have designated by written notice  given  in
accordance herewith:

<PAGE>

                                 If   to   the  Secured  Parties:
                                 c/o  Barber & Bronson Incorporated
                                 2101 West Commercial Boulevard
                                 Suite 1500
                                 Fort Lauderdale, Florida 33309

          If to Debtor:          Ozo Diversified Automation, Inc.
                                 7450 East Jewell Avenue
                                 Suite A
                                 Denver, Colorado  80231
                                 Attention:  Ms. Marjorie Zimdars-Orthman,
                                 President

Except  as otherwise specifically required herein, notice of  the
exercise of any right, option or power granted to Secured Parties
by this Agreement is not required to be given.

     7.        Waiver.  By exercising or failing to exercise any of
its rights, options or elections hereunder, Secured Parties shall
not be deemed to have waived any breach or default on the part of
Debtor  or  to  have released Debtor from any of its  obligations
hereunder, unless such waiver or release is in writing and signed
by  Secured Parties.  In addition, the waiver by Secured  Parties
of  any  breach hereof or default in payment of any  amounts  due
under the Notes shall not be deemed to constitute a waiver of any
succeeding breach or default.

     8.        Binding Agreement.  This Agreement and all provisions
hereof  shall be  binding upon Debtor, its successors and assigns
and  all  other  persons or entities claiming  under  or  through
Debtor,  and  the word "Debtor," when used herein, shall  include
all  such  persons  or  entities and any others  liable  for  the
payment  of the indebtedness secured hereby or any part  thereof,
whether  or  not  they  have executed this Agreement.   The  word
"Secured   Parties,"  when  used  herein,   shall   include   the
successors, endorsees and assigns of Secured Parties.

     9.        Governing Law; Interpretation.  This Agreement shall be
governed by the laws of the State of Florida, without application
of the principles of conflicts of law; except that the perfection
of  the  security  interest granted by Debtor to Secured  Parties
pursuant to this Agreement shall be governed by the laws  of  the
State  of  Colorado.  Wherever possible each  provision  of  this
Agreement  shall  be  interpreted in  such  a  manner  as  to  be
effective and valid under applicable law, but if any provision of
this  Agreement shall be prohibited by or invalid under such law,
such  provision  shall  be ineffective  to  the  extent  of  such
prohibition or invalidity, without invalidating the remainder  of
such  provision  or the remaining provisions of  this  Agreement.
Time is of the essence in this Agreement.


<PAGE>
     10.        Miscellaneous.  Neither this  Agreement  nor  any
provision hereof may be amended, modified, waived, discharged  or
terminated nor may any of the Collateral be released,  except  by
an  instrument in writing duly signed by or on behalf of  Secured
Parties  hereunder.   The section headings are  used  herein  for
convenience of reference only and shall not define or  limit  the
provisions  of  this Agreement.  As used in this  Agreement,  the
singular  shall include the plural, and the plural shall  include
the  singular, and masculine, feminine, and neuter pronouns shall
be fully interchangeable, where the context so requires.

      IN WITNESS WHEREOF, Debtor has caused this Agreement to  be
executed by its officers thereunto duly authorized as of the  day
and year first above written.

                                   DEBTOR:

                                   OZO DIVERSIFIED  AUTOMATION,
                                   INC., a Colorado corporation



                                   By:
                                       Marjorie  Zimdars-Orthman,
                                       President




                                   Steven N. Bronson




                                   Lenore Katz




                                   James S. Cassel




                                   Bruce C. Barber




                                   Eric Elliott