SECURITY AGREEMENT 

                AGREEMENT made this ______ day of ______, 20__ between 
        _________________, _________________, __________________ 
        ("Debtor"), and ______________, __________________, 
        ___________,________________ ("Secured Party").  
        
                1.  SECURITY INTEREST.  Debtor grants to Secured Party a 
        security interest in all inventory, equipment, appliances, 
        furnishings, and fixtures now or hereafter placed upon the 
        premises known as _________________, located at _____________, 
        ________________ (the "Premises") or used in connection therewith 
        and in which Debtor now has or hereafter acquires any right and 
        the proceeds therefrom.  As additional collateral, Debtor assigns 
        to Secured Party, a security interest in all of its right, title, 
        and interest to any trademarks, trade names, contract rights, and 
        leasehold interests in which Debtor now has or hereafter 
        acquires.  The Security Interest shall secure the payment and 
        performance of Debtor's promissory note of even date herewith in 
        the principal amount of _________________ ($___________) Dollars 
        and the payment and performance of all other liabilities and 
        obligations of Debtor to Secured Party of every kind and 
        description, direct or indirect, absolute or contingent, due or 
        to become due now existing or hereafter arising.  

                2.  COVENANTS.   Debtor hereby warrants and covenants:

                (a)  The collateral will be kept at ______________, 
        _____________________, _______________; and that the collateral 
        will not be removed from the Premises other than in the ordinary 
        course of business.  

                (b)  The Debtor's place of business is _____________, 
        ________________. ____________________, and Debtor will 
        immediately notify Secured Party in writing of any change in or 
        discontinuance of Debtor's place of business.

                (c)  The parties intend that the collateral is and will 
        at all times remain personal property despite the fact and 
        irrespective of the manner in which it is attached to realty.

                (d)  The Debtor will not sell, dispose, or otherwise 
        transfer the collateral or any interest therein without the prior 
        written consent of Secured Party, and the Debtor shall keep the 
        collateral free from unpaid charges (including rent), taxes, and 
        liens.

                (e)  The Debtor shall execute alone or with Secured Party 
        any Financing Statement or other document or procure any 
        document, and pay the cost of filing the same in all public 
        offices wherever filing is deemed by Secured Party to be 
        necessary.

                (f)  Debtor shall maintain insurance at all times with 
        respect to all collateral against risks of fire, theft, and other 
        such risks and in such amounts as Secured Party may require.  The 
        policies shall be payable to both the Secured Party and the 
        Debtor as their interests appear and shall provide for ten (10) 
        days written notice of cancellation to Secured Party.

                (g)  The Debtor shall make all repairs, replacements, 
        additions, and improvements necessary to maintain any equipment 
        in good working order and condition.

                At its option, Secured Party may discharge taxes, liens, 
        or other encumbrances at any time levied or placed on the 
        collateral, may pay rent or insurance due on the collateral and 
        may pay for the maintenance and preservation of the collateral.  
        Debtor agrees to reimburse Secured Party on demand for any 
        payment made, or any expense incurred by Secured Party pursuant 
        to the foregoing authorization.

                3.  DEFAULT. The Debtor shall be in default under this 
        Agreement upon the happening of any of the following:

                (a)  any misrepresentation in connection with this 
        Agreement on the part of the Debtor.

                (b)  any noncompliance with or nonperformance of the 
        Debtor's obligations under the Note or this Agreement.

                (c)  if Debtor is involved in any financial difficulty as 
        evidenced by (i) an assignment for the benefit of creditors, or 
        (ii) an attachment or receivership of assets not dissolved within 
        thirty (30) days, or (iii) the institution of Bankruptcy 
        proceedings, whether voluntary or involuntary, which is not 
        dismissed within thirty (30) days from the date on which it is 
        filed. 

                Upon default and at any time thereafter, Secured Party 
        may declare all obligations secured hereby immediately due and 
        payable and shall have the remedies of a Secured Party under the 
        Uniform Commercial Code.  Secured Party may require the Debtor to 
        make it available to Secured Party at a place which is mutually 
        convenient.     

                No waiver by Secured Party of any default shall operate 
        as a waiver of any other default or of the same default on a 
        future occasion.

                This Agreement shall inure to the benefit up and bind the 
        heirs, executors, administrators, successors, and assigns of the 
        parties. 

                This Agreement shall have the effect of an instrument 
        under seal.


       Date:                   By:      ___________________________

                                        ___________________________

        NOTE: FILE FINANCING STATEMENTS IN OR WITHIN FIVE (5) DAYS FROM 
              DATE.
                                                     Form 135