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                          COMMERCIAL SECURITY AGREEMENT


Borrower:         MAGNAVISION CORPORATION
                  1725 Route 35
                  Wall, NJ 07719

Lender:           BSB BANK & TRUST COMPANY
                  Commercial Loan Department
                  P. O. Box 1056 (58-68 Exchange St.)
                  Binghamton, NY 13902


THIS COMMERCIAL SECURITY AGREEMENT is entered into between MAGNAVISION
CORPORATION (referred to below as "Grantor"); and BSB BANK & TRUST COMPANY
(referred to below as "Lender"). For valuable consideration, Grantor grants to
Lender a security interest in the Collateral to secure the Indebtedness and
agrees that Lender shall have the rights stated in this Agreement with respect
to the Collateral, in addition to all other rights which Lender may have by law.

DEFINITIONS. The following words shall have the following meanings when used in
this Agreement. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. All references
to dollar amounts shall mean amounts in lawful money of the United States of
America.

         Agreement. The word "Agreement" means this Commercial Security
         Agreement, as this Commercial Security Agreement may be amended or
         modified from time to time, together with all exhibits and schedules
         attached to this Commercial Security Agreement from time to time.

         Collateral. The word "Collateral" means the following described
         property of Grantor, whether now owned or hereafter acquired, whether
         now existing or hereafter arising, and wherever located:

                  All inventory, equipment, accounts and general intangibles

         in addition, the word "Collateral" includes all the following, whether
         now owned or hereafter acquired, whether now existing or hereafter
         arising, and wherever located:

                  (a) All attachments, accessions, accessories, tools, parts,
                  supplies, increases, and additions to and all replacements of
                  and substitutions for any property described above.

                  (b) All products and produce of any of the property described
                  in this Collateral section.

                  (c) All accounts, general intangibles, instruments, rents,
                  monies, payments, and all other rights, arising out of a sale,
                  lease, or other disposition of any of the property described
                  in this Collateral section.

                  (d) All proceeds (including insurance proceeds) from the sale,
                  destruction, loss, or other disposition of any of the property
                  described in this Collateral section.

                  (e) All records and data relating to any of the property
                  described in this Collateral section, whether in the form of a
                  writing, photograph, microfilm, microfiche, or electronic
                  media, together with all of Grantor's right, title, and
                  interest in and to all computer software required to utilize,
                  create, maintain, and process any such records or data on
                  electronic media.
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         Event of Default. The words "Event of Default" mean and include without
         limitation any of the Events of Default set forth below in the section
         titled "Events of Default."

         Grantor. The word "Grantor" means MAGNAVISION CORPORATION, its
         successors and assigns.

         Guarantor. The word "Guarantor" means and includes without limitation
         each and all of the guarantors, sureties, and accommodation parties in
         connection with the Indebtedness.

         Indebtedness. The word "Indebtedness" means the indebtedness evidenced
         by the Note, including all principal and interest, together with all
         other indebtedness and costs and expenses for which Grantor is
         responsible under this Agreement or under any of the Related Documents.

         Lender. The word "Lender" means BSB BANK & TRUST COMPANY, its
         successors and assigns.

         Notes. The word "Note" means (i) the note or credit agreements dated
         July 3, 1998, in the aggregate principal amount of $2,500,000.00 from
         MAGNAVISION CORPORATION to Lender, (ii) the note dated July 3, 1998, in
         the aggregate principal amount of $500,000.00 from MAGNAVISION
         CORPORATION to Lender, together with all renewals of, extensions of,
         modifications of, refinancings of, consolidations of and substitutions
         for the note or credit agreement.

         Related Documents. The words "Related Document" mean and include
         without limitation all promissory notes, credit agreements, loan
         agreements, environmental agreements, guaranties, security agreements,
         mortgages, deeds of trust, and all other instruments, agreements and
         documents, whether now or hereafter existing, executed in connection
         with the Indebtedness.

RIGHT OF SETOFF. In addition to Lender's right of setoff arising by operation of
law, Grantor hereby grants Lender a contractual possessory security interest in
and hereby assigns, conveys, delivers, pledges, and transfers all of Grantor's
right, title and interest in and to Grantor's accounts with Lender (whether
checking, savings, or some other account and whether evidenced by a certificate
of deposit), including all accounts held jointly with someone else and all
accounts Grantor may open in the future, excluding, however, all IRA and Keogh
accounts, and all trust accounts for which the grant of a security interest
would be prohibited by law. Grantor authorizes Lender, to the extent permitted
by applicable law, to charge or setoff all Indebtedness against any and all such
accounts.

OBLIGATIONS OF GRANTOR.  Grantor warrants and covenants to Lender as follows:

         Perfection of Security Interest. Grantor agrees to execute such
         financing statements and to take whatever other actions are reasonably
         requested by Lender to perfect and continue Lender's security interest
         in the Collateral. Upon request of Lender, Grantor will deliver to
         Lender any and all of the documents evidencing or constituting the
         Collateral, and Grantor will note Lender's interest upon any and all
         chattel paper if not delivered to Lender for possession by Lender.
         Grantor hereby appoints Lender as its irrevocable attorney-in-fact for
         the purpose of executing any documents necessary to perfect or to
         continue the security interest granted in this Agreement. Lender may at
         any time, and without further authorization from Grantor, file a
         carbon, photographic or other reproduction of any financing statement
         or of this Agreement for use as a financing statement. Grantor will
         reimburse Lender for all expenses for the perfection and the
         continuation of the perfection of Lender's security interest in the
         Collateral. Grantor authorizes Lender to file a financing statement
         covering the Collateral without Grantor's signature pursuant to Uniform
         Commercial Code Section 9-402(2)(e). Grantor promptly will notify
         Lender before any change in Grantor's name including any change to the
         assumed business names of Grantor. This is a continuing Security
         Agreement and will continue in effect until all of the Indebtedness is
         paid in full and the Loan is terminated and even though for a period of
         time Grantor may not be indebted to Lender.
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         No Violation. The execution and delivery of this Agreement will not
         violate any law or agreement governing Grantor or to which Grantor is a
         party, and its certificate or articles of incorporation and bylaws do
         not prohibit any term or condition of this Agreement.

         Enforceability of Collateral. To the extent the Collateral consists of
         accounts, chattel paper, or general intangibles, the Collateral is
         enforceable in accordance with its terms, is genuine, and complies with
         applicable laws concerning form, content and manner of preparation and
         execution, and all persons appearing to be obligated on the Collateral
         have authority and capacity to contract and are in fact obligated as
         they appear to be on the Collateral.

         Location of the Collateral. Grantor, upon request of Lender, will
         deliver to Lender in form satisfactory to Lender a schedule of real
         properties and Collateral locations relating to Grantor's operations,
         including without limitation the following: (a) all real property owned
         or being purchased by Grantor; (b) all real property being rented or
         leased by Grantor, (c) all storage facilities owned, rented, leased, or
         being used by Grantor; and (d) all other properties where Collateral is
         or may be located. Except in the ordinary course of its business,
         Grantor shall not remove the Collateral from its existing locations
         without the prior written consent of Lender.

         Removal of Collateral. Grantor shall keep the Collateral (or to the
         extent the Collateral consists of intangible property such as accounts,
         the records concerning the Collateral) at Grantor's address shown
         above, or at such other locations as are acceptable to Lender. Except
         in the ordinary course of its business, including the sales of
         inventory, Grantor shall not remove the Collateral from its existing
         locations without the prior written consent of Lender. To the extent
         that the Collateral consists of vehicles, or other titled property,
         Grantor shall not take or permit any action which would require
         application for certificates of title for the vehicles outside the
         State of New York, without the prior written consent of Lender.

         Transactions Involving Collateral. Except for inventory sold or
         accounts collected in the ordinary course of Grantor's business,
         Grantor shall not sell, offer to sell, or otherwise transfer or dispose
         of the Collateral. While Grantor is not in default under this
         Agreement, Grantor may sell inventory, but only in the ordinary course
         of its business and only to buyers who qualify as a buyer in the
         ordinary course of business. A sale in the ordinary course of Grantor's
         business does not include a transfer in partial or total satisfaction
         of a debt or any bulk sale. Grantor shall not pledge, mortgage,
         encumber or otherwise permit the Collateral to be subject to any lien,
         security interest, encumbrance, or charge, other than the security
         interest provided for in this Agreement or Permitted Liens, without the
         prior written consent of Lender. This includes security interests even
         if junior in right to the security interests granted under this
         Agreement. Unless waived by Lender, all proceeds from any disposition
         of the Collateral (not in the ordinary course of business) shall be
         held in trust for Lender and shall not be commingled with any other
         funds; provided however, this requirement shall not constitute consent
         by Lender to any sale or other disposition. Upon receipt, Grantor shall
         immediately deliver any such proceeds to Lender.

         Title. Grantor represents and warrants to Lender that it holds good and
         marketable title to the Collateral, free and clear of all liens and
         encumbrances except for the lien of this Agreement and Permitted Liens.
         No financing statement covering any of the Collateral is on file in any
         public office other than those which reflect the security interest
         created by this Agreement or to which Lender has specifically consented
         or with respect to Permitted Liens. Grantor shall defend Lender's
         rights in the Collateral against the claims and demands of all other
         persons.
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         Collateral Schedules and Locations. As often as Lender shall require,
         and insofar as the Collateral consists of accounts and general
         intangibles, Grantor shall deliver to Lender schedules of such
         Collateral, including such information as Lender may reasonably
         require, including without limitation names and addresses of account
         debtors and agings of accounts and general intangibles. Insofar as the
         Collateral consists of inventory and equipment, Grantor shall deliver
         to Lender, as often as Lender shall reasonably require, such lists,
         descriptions, and designations of such Collateral as Lender may require
         to identify the nature, extent, and location of such Collateral. Such
         information shall be submitted for Grantor and each of its subsidiaries
         or related companies.

         Maintenance and Inspection of Collateral. Grantor shall maintain all
         tangible Collateral in good condition and repair. Grantor will not
         commit or permit damage to or destruction of the Collateral or any part
         of the Collateral. Lender and its designated representatives and agents
         shall have the right at all reasonable times to examine, inspect, and
         audit the Collateral wherever located. Grantor shall promptly notify
         Lender of all cases in excess of $50,000.00, involving the return,
         rejection, repossession, loss or damage of or to any Collateral; of any
         request for credit or adjustment or of any other dispute arising with
         respect to the Collateral; and generally of all happenings and events
         affecting the Collateral or the value or the amount of the Collateral.

Taxes, Assessments and Liens. Grantor will pay when due any taxes, assessments
and liens upon the Collateral, its use or operation, upon this Agreement, upon
any promissory note or notes evidencing the Indebtedness, or upon any of the
other Related Documents. Grantor may withhold any such payment or may elect to
contest any lien if Grantor is in good faith conducting an appropriate
proceeding to contest the obligation to pay and so long as Lender's interest in
the Collateral is not jeopardized in Lender's sole opinion. If the Collateral is
subjected to a lien which is not discharged within fifteen (15) days, Grantor
shall deposit with Lender cash, a sufficient corporate surety bond or other
security satisfactory to Lender in an amount adequate to provide for the
discharge of the lien plus any interest, costs, reasonable attorneys' fees or
other charges that could accrue as a result of foreclosure or sale of the
Collateral. In any contest Grantor shall defend itself and Lender and shall
satisfy any final adverse judgment before enforcement against the Collateral.
Grantor shall name Lender as an additional obligee under any surety bond
furnished in the contest proceedings.


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         Compliance With Governmental Requirements. Grantor shall comply
         promptly with all laws, ordinances, rules and regulations of all
         governmental authorities, now or hereafter in effect, applicable to the
         ownership, production, disposition, or use of the Collateral. Grantor
         may contest in good faith any such law, ordinance or regulation and
         withhold compliance during any proceeding, including appropriate
         appeals, so long as Lender's interest in the Collateral, in Lender's
         opinion, is not jeopardized.

         Hazardous Substances. Grantor represents and warrants that the
         Collateral never has been, and never will be so long as this Agreement
         remains a lien on the Collateral, used for the generation, manufacture,
         storage, transportation, treatment, disposal, release or threatened
         release of any hazardous waste or substance, as those terms are defined
         in the Comprehensive Environmental Response, Compensation, and
         Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.
         (CERCLA), the Superfund Amendments and Reauthorization Act of 1986,
         Pub. L. No. 99-499 (SARA), the Hazardous Materials Transportation Act,
         49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery
         Act, 42 U.S.C. Section 6901, et seq., or other applicable state or
         Federal laws, rules, or regulations adopted pursuant to any of the
         foregoing which is in violation of any of the above. The terms
         "hazardous waste" and "hazardous substance" shall also include, without
         limitation, petroleum and petroleum by-products or any fraction thereof
         and asbestos. The representations and warranties contained herein are
         based on Grantor's due diligence in investigating the Collateral for
         hazardous wastes and substances. Grantor hereby (a) releases and waives
         any future claims against Lender for indemnity or contribution in the
         event Grantor becomes liable for cleanup or other costs under any such
         laws, and (b) agrees to indemnify and hold harmless Lender against any
         and all claims and losses resulting from a breach of this provision of
         this Agreement. This obligation to indemnify shall survive the payment
         of the Indebtedness and the satisfaction of this Agreement.

         Maintenance of Casualty Insurance. Grantor shall procure and maintain
         all risks insurance, including without limitation fire, theft and
         liability coverage together with such other insurance as Lender may
         require with respect to the Collateral, in form, amounts, coverages and
         basis reasonably acceptable to Lender and issued by a company or
         companies reasonably acceptable to Lender. Grantor, upon request of
         Lender, will deliver to Lender from time to time the policies or
         certificates of insurance in form satisfactory to Lender, including
         stipulations that coverages will not be canceled or diminished without
         at least thirty (30) days' prior written notice to Lender and not
         including any disclaimer of the insurer's liability for failure to give
         such a notice. Each insurance policy also shall include an endorsement
         providing that coverage in favor of Lender will not be impaired in any
         way by any act, omission or default of Grantor or any other person. In
         connection with all policies covering assets in which Lender holds or
         is offered a security interest, Grantor will provide Lender with such
         loss payable or other endorsements as Lender may require. If Grantor at
         any time fails to obtain or maintain any insurance as required under
         this Agreement, Lender may (but shall not be obligated to) obtain such
         insurance as Lender deems appropriate, including if it so chooses
         "single interest insurance," which will cover only Lender's interest in
         the Collateral.

<PAGE>


         Application of Insurance Proceeds. Grantor shall promptly notify Lender
         of any loss or damage to the Collateral. Lender may make proof of loss
         if Grantor fails to do so within fifteen (15) days of the casualty. All
         proceeds of any insurance on the Collateral, including accrued proceeds
         thereon, shall be held by Lender as part of the Collateral. If Lender
         consents to repair or replacement of the damaged or destroyed
         Collateral, Lender shall, upon satisfactory proof of expenditure, pay
         or reimburse Grantor from the proceeds for the reasonable cost of
         repair or restoration. If Lender does not consent to repair or
         replacement of the Collateral, Lender shall retain a sufficient amount
         of the proceeds to pay all of the Indebtedness, and shall pay the
         balance to Grantor. Any proceeds which have not been disbursed within
         six (6) months after their receipt and which Grantor has not committed
         to the repair or restoration of the Collateral shall be used to prepay
         the Indebtedness. Grantor hereby appoints Lender as its
         attorney-in-fact with full power and authority to endorse in Grantor's
         name any check or draft representing the proceeds of any insurance on
         the Collateral and to settle or compromise in Grantor's name any claims
         with respect to such insurance.

         Insurance Reserves. If Grantor is in Default of this Agreement or any
         Related Documents, Lender may require Grantor to maintain with Lender
         reserves for payment of insurance premiums, which reserves shall be
         created by monthly payments from Grantor of a sum estimated by Lender
         to be sufficient to produce, at least fifteen (15) days before the
         premium due date, amounts at least equal to the insurance premiums to
         be paid. If fifteen (15) days before payment is due, the reserve funds
         are insufficient, Grantor shall upon demand pay any deficiency to
         Lender. The reserve funds shall be held by Lender as a general deposit
         and shall constitute a non-interest-bearing account which Lender may
         satisfy by payment of the insurance premiums required to be paid by
         Grantor as they become due. Lender does not hold the reserve funds in
         trust for Grantor, and Lender is not the agent of Grantor for payment
         of the insurance premiums required to be paid by Grantor. The
         responsibility for the payment of premiums shall remain Grantor's sole
         responsibility.

         Insurance Reports. Grantor, upon request of Lender, shall furnish to
         Lender reports on each existing policy of insurance showing such
         information as Lender may reasonably request including the following:
         (a) the name of the insurer; (b) the risks insured; (c) the amount of
         the policy; (d) the property insured; (e) the then current value on the
         basis of which insurance has been obtained and the manner of
         determining that value; and (f) the expiration date of the policy. In
         addition, Grantor shall upon request by Lender (however not more often
         than annually) have an independent appraiser satisfactory to Lender
         determine, as applicable, the cash value or replacement cost of the
         Collateral.
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GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until default, as defined
in the default provisions, and except as otherwise provided below with respect
to accounts, Grantor may have possession of the tangible personal property and
beneficial use of all the Collateral and may use it in any lawful manner not
inconsistent with this Agreement or the Related Documents, provided that
Grantor's right to possession and beneficial use shall not apply to any
Collateral where possession of the Collateral by Lender is required by law to
perfect Lender's security interest in such Collateral. Grantor may collect any
of the Collateral consisting of accounts. At any time an Event of Default
exists, Lender may exercise its rights to collect the accounts and to notify
account debtors to make payments directly to Lender for application to the
Indebtedness. If Lender at any time has possession of any Collateral, whether
before or after an Event of Default, Lender shall be deemed to have exercised
reasonable care in the custody and preservation of the Collateral if Lender
takes such action for that purpose as Grantor shall request or as Lender, in
Lender's sole discretion, shall deem appropriate under the circumstances, but
failure to honor any request by Grantor shall not of itself be deemed to be a
failure to exercise reasonable care. Lender shall not be required to take any
steps necessary to preserve any rights in the Collateral against prior parties,
nor to protect, preserve or maintain any security interest given to secure the
Indebtedness.

EXPENDITURES BY LENDER. If not discharged or paid when due, Lender may (but
shall not be obligated to) discharge or pay any amounts required to be
discharged or paid by Grantor under this Agreement, including without limitation
all taxes, liens, security interests, encumbrances, and other claims, at any
time levied or placed on the Collateral. Lender also may (but shall not be
obligated to) pay all costs for insuring, maintaining and preserving the
Collateral. All such expenditures incurred or paid by Lender for such purposes,
with the exception of insurance premiums paid by Lender with respect to motor
vehicles, will then bear interest at the rate charged under the Note from the
date incurred or paid by Lender to the date of repayment by Grantor. All such
expenses shall become a part of the Indebtedness and, at Lender's option, will
(a) be payable on demand, (b) be added to the balance of the Note and be
apportioned among and be payable with any installment payments to become due
during either (i) the term of any applicable insurance policy or (ii) the
remaining term of the Note, or (c) be treated as a balloon payment which will be
due and payable at the Note's maturity. This Agreement also will secure payment
of these amounts. Such right shall be in addition to all other rights and
remedies to which Lender may be entitled upon the occurrence of an Event of
Default.

EVENTS OF DEFAULT.  Each of the following shall constitute an Event of Default 
under this Agreement:

         Default on Indebtedness. Failure of Grantor to make any payment within
         5 days when due on the Indebtedness.

         Other Defaults. Failure of Grantor to comply with or to perform any
         other term, obligation, covenant or condition contained in this
         Agreement or in any of the Related Documents or in any other agreement
         between Lender and Grantor.
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         Default in Favor of Third Parties. Should Borrower or any Grantor
         default under any loan, extension of credit, security agreement,
         purchase or sales agreement, or any other agreement, in favor of any
         other creditor or person that may materially affect any of Borrower's
         property or Borrower's or any Grantor's ability to repay the Loans or
         perform their respective obligations under this Agreement or any of the
         Related Documents.

         False Statements. Any warranty, representation or statement made or
         furnished to Lender by or on behalf of Grantor under this Agreement,
         the Note or the Related Documents is false or misleading in any
         material respect, either now or at the time made or furnished.

Defective Collateralization. This Agreement or any of the Related Documents
ceases to be in full force and effect (including failure of any collateral
documents to create a valid and perfected security interest or lien) at any time
and for any reason.

         Insolvency. The dissolution or termination of Grantor's existence as a
         going business, the insolvency of Grantor, the appointment of a
         receiver for any part of Grantor's property, any assignment for the
         benefit of creditors, any type of creditor workout, or the commencement
         of any proceeding under any bankruptcy or insolvency laws by or against
         Grantor.

         Creditor or Forfeiture Proceedings. Commencement of foreclosure or
         forfeiture proceedings, whether by judicial proceeding, self-help,
         repossession or any other method, by any creditor of Grantor or by any
         governmental agency against the Collateral or any other collateral
         securing the Indebtedness. This includes a garnishment of any of
         Grantor's deposit accounts with Lender. However, this Event of Default
         shall not apply if there is a good faith dispute by Grantor as to the
         validity or reasonableness of the claim which is the basis of the
         creditor or forfeiture proceeding and if Grantor gives Lender written
         notice of the creditor or forfeiture proceeding and deposits with
         Lender monies or a surety bond for the creditor or forfeiture
         proceeding, in an amount determined by Lender, in its sole discretion,
         as being an adequate reserve or bond for the dispute.

         Events Affecting Guarantor. Any of the preceding events occurs with
         respect to any Guarantor of any of the Indebtedness.

         Right to Cure. If any default, other than a Default on Indebtedness, is
         curable and if Grantor has not been given a prior notice of a breach of
         the same provision of this Agreement, it may be cured (and no Event of
         Default will have occurred) if Grantor, after Lender sends written
         notice demanding cure of such default, (a) cures the default within
         thirty (30) days; or (b), if the cure requires more than thirty (30)
         days, immediately initiates steps which Lender deems in Lender's sole
         discretion to be sufficient to cure the default and thereafter
         continues and completes all reasonable and necessary steps sufficient
         to produce compliance as soon as reasonably practical.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this
Agreement, at any time thereafter, Lender shall have all the rights of a secured
party under the New York Uniform Commercial Code. In addition and without
limitation, Lender may exercise any one or more of the following rights and
remedies:

Accelerate Indebtedness. Lender may declare the entire Indebtedness, including
any prepayment penalty which Grantor would be required to pay, immediately due
and payable, without notice.
<PAGE>

         Assemble Collateral. Lender may require Grantor to deliver to Lender
         all or any portion of the Collateral and any and all certificates of
         title and other documents relating to the Collateral. Lender may
         require Grantor to assemble the Collateral and make it available to
         Lender at a place to be designated by Lender. Lender also shall have
         full power to enter upon the property of Grantor to take possession of
         and remove the Collateral. If the Collateral contains other goods not
         covered by this Agreement at the time of repossession, Grantor agrees
         Lender may take such other goods, provided that Lender makes reasonable
         efforts to return them to Grantor after repossession.

         Sell the Collateral. Lender shall have full power to sell, lease,
         transfer, or otherwise deal with the Collateral or proceeds thereof in
         its own name or that of Grantor. Lender may sell the Collateral at
         public auction or private sale. Unless the Collateral threatens to
         decline speedily in value or is of a type customarily sold on a
         recognized market, Lender will give Grantor reasonable notice of the
         time after which any private sale or any other intended disposition of
         the Collateral is to be made. The requirements of reasonable notice
         shall be met if such notice is given at least ten (10) days before the
         time of the sale or disposition. All expenses relating to the
         disposition of the Collateral, including without limitation the
         expenses of retaking, holding, insuring, preparing for sale and selling
         the Collateral (including legal fees and costs), shall become a part of
         the Indebtedness secured by this Agreement and payable from the
         proceeds of the disposition of the Collateral, and shall be payable on
         demand, with interest at the Note rate from date of expenditure until
         repaid.

         Appoint Receiver. To the extent permitted by applicable law, Lender
         shall have the following rights and remedies regarding the appointment
         of a receiver: (a) Lender may have a receiver appointed as a matter of
         right, (b) the receiver may be an employee of Lender and may serve
         without bond, and (c) all fees of the receiver and his or her attorney
         shall become part of the Indebtedness secured by this Agreement and
         payable from the proceeds of the disposition of the Collateral, and
         shall be payable on demand, with interest at the Note rate from date of
         expenditure until repaid.

         Collect Revenues, Apply Accounts. Lender, either itself or through a
         receiver, may collect the payments, rents, income, and revenues from
         the Collateral. Lender may at any time in its discretion transfer any
         Collateral into its own name or that of its nominee and receive the
         payments, rents, income, and revenues therefrom and hold the same as
         security for the Indebtedness or apply it to payment of the
         Indebtedness in such order of preference as Lender may determine.
         Insofar as the Collateral consists of accounts, general intangibles,
         insurance policies, instruments, chattel paper, choses in action, or
         similar property, Lender may demand, collect, receipt for, settle,
         compromise, adjust, sue for, foreclose, or realize on the Collateral as
         Lender may determine, whether or not Indebtedness or Collateral is then
         due. For these purposes, Lender may, on behalf of and in the name of
         Grantor, receive, open and dispose of mail addressed to Grantor; change
         any address to which mail and payments are to be sent; and endorse
         notes, checks, draft, money orders, documents of title, instruments and
         items pertaining to payment, shipment, or storage of any Collateral. To
         facilitate collection, Lender may notify account debtors and obligors
         on any Collateral to make payments directly to Lender.
<PAGE>

         Obtain Deficiency. If Lender chooses to sell any or all of the
         Collateral, Lender may obtain a judgment against Grantor for any
         deficiency remaining on the Indebtedness due to Lender after
         application of all amounts received from the exercise of the rights
         provided in this Agreement. Grantor shall be liable for a deficiency
         even if the transaction described in this subsection is a sale of
         accounts or chattel paper.

         Other Rights and Remedies. Lender shall have all the rights and
         remedies of a secured creditor under the provisions of the Uniform
         Commercial Code, as may be amended from time to time. In addition,
         Lender shall have and may exercise any or all other rights and remedies
         it may have available at law, in equity, or otherwise.

         Cumulative Remedies. All of Lender's rights and remedies, whether
         evidenced by this Agreement or the Related Documents or by any other
         writing, shall be cumulative and may be exercised singularly or
         concurrently. Election by Lender to pursue any remedy shall not exclude
         pursuit of any other remedy, and an election to make expenditures or to
         take action to perform an obligation of Grantor under this Agreement,
         after Grantor's failure to perform, shall not affect Lender's right to
         declare a default and to exercise its remedies.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part at
this Agreement:

         Amendments. This Agreement, together with any Related Documents,
         constitutes the entire understanding and agreement of the parties as to
         the matters set forth in this Agreement. No alteration of or amendment
         to this Agreement shall be effective unless given in writing and signed
         by the party or parties sought to be charged or bound by the alteration
         or amendment.

Applicable Law. This Agreement has been delivered to Lender and accepted by
Lender in the State of New York. If there is a lawsuit, Grantor agrees upon
Lender's request to submit to the jurisdiction of the courts of Broome County,
the State of New York. Lender and Grantor hereby waive the right to any jury
trial in any action, proceeding, or counterclaim brought by either Lender or
Grantor against the other. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
<PAGE>

         Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of
         Lender's costs and expenses, including reasonable attorneys' fees and
         Lender's legal expenses, incurred in connection with the enforcement of
         this Agreement. Lender may pay someone else to help enforce this
         Agreement, and Grantor shall pay the costs and expenses of such
         enforcement. Costs and expenses include Lender's reasonable attorneys'
         fees and legal expenses whether or not there is a lawsuit, including
         reasonable attorneys' fees and legal expenses for bankruptcy
         proceedings (and including efforts to modify or vacate any automatic
         stay or injunction), appeals, and any anticipated post-judgment
         collection services. Grantor also shall pay all court costs and such
         additional fees as may be directed by the court.

         Caption Headings. Caption headings in this Agreement are for
         convenience purposes only and are not to be used to interpret or define
         the provisions of this Agreement.

         Notices. All notices required to be given under this Agreement shall be
         given in writing, may be sent by telefacsimile, and shall be effective
         when actually delivered or when deposited with a nationally recognized
         overnight courier or deposited in the United States mail, first class,
         postage prepaid, addressed to the party to whom the notice is to be
         given at the address shown above. Any party may change its address for
         notices under this Agreement by giving formal written notice to the
         other parties, specifying that the purpose of the notice is to change
         the party's address. To the extent permitted by applicable law, if
         there is more than one Grantor, notice to any Grantor will constitute
         notice to all Grantors. For notice purposes, Grantor will keep Lender
         informed at all times of Grantor's current address(es).

         Power of Attorney. Grantor hereby appoints Lender as its true and
         lawful attorney-in-fact, irrevocably, with full power of substitution
         to do the following: (a) to demand, collect, receive, receipt for, sue
         and recover all sums of money or other property which may now or
         hereafter become due, owing or payable from the Collateral; (b) to
         execute, sign and endorse any and all claims, instruments, receipts,
         checks, draft or warrants issued in payment for the Collateral; (c) to
         settle or compromise any and all claims arising under the Collateral,
         and, in the place and stead of Grantor, to execute and deliver its
         release and settlement for the claim; and (d) to file any claim or
         claims or to take any action or institute or take part in any
         proceedings, either in its own name or in the name of Grantor, or
         otherwise, which in the discretion of Lender may seem to be necessary
         or advisable. This power is given as security for the Indebtedness, and
         the authority hereby conferred is and shall be irrevocable and shall
         remain in full force and effect until renounced by Lender.
<PAGE>

         Severability. If a court of competent jurisdiction finds any provision
         of this Agreement to be invalid or unenforceable as to any person or
         circumstance, such finding shall not render that provision invalid or
         unenforceable as to any other persons or circumstances. If feasible,
         any such offending provision shall be deemed to be modified to be
         within the limits of enforceability or validity; however, if the
         offending provision cannot be so modified, it shall be stricken and all
         other provisions of this Agreement in all other respects shall remain
         valid and enforceable.

         Successor Interests. Subject to the limitations set forth above on
         transfer of the Collateral, this Agreement shall be binding upon and
         inure to the benefit of the parties, their successors and assigns.

         Waiver. Lender shall not be deemed to have waived any rights under this
         Agreement unless such waiver is given in writing and signed by Lender.
         No delay or omission on the part of Lender in exercising any right
         shall operate as a waiver of such right or any other right. A waiver by
         Lender of a provision of this Agreement shall not prejudice or
         constitute a waiver of Lender's right otherwise to demand strict
         compliance with that provision or any other provision of this
         Agreement. No prior waiver by Lender, nor any course of dealing between
         Lender and Grantor, shall constitute a waiver of any of Lender's rights
         or of any of Grantor's obligations as to any future transactions.
         Whenever the consent of Lender is required under this Agreement, the
         granting of such consent by Lender in any instance shall not constitute
         continuing consent to subsequent instances where such consent is
         required and in all cases such consent may be granted or withheld in
         the sole discretion of Lender.

         Termination. When Lender has been paid in full under all of Borrower's
         outstanding obligations and all Loans have been terminated, Lender will
         release any and all liens. Borrower will be responsible for all fees
         and costs to effectuate the release of liens.

GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY
AGREEMENT, AND GRANTOR AGREES TO ITS TERMS. THIS AGREEMENT IS DATED JULY 3,
1998.

GRANTOR:

         MAGNAVISION CORPORATION

         By:       
            ----------------------------------



LENDER:

         BSB BANK & TRUST COMPANY

         By:       
            ----------------------------------
                  John B. Westcott
                  Administrative Vice President