SECURITY AGREEMENT Hippo, Inc. (the "Debtor") hereby grants to Stanley Berger (the "Secured Party") a security interest in all of its accounts receivable, whether now existing or hereafter arising, and all proceeds of such receivables to secure the...

                                                                    EXHIBIT 10.8



                               SECURITY AGREEMENT

         Hippo, Inc. (the "Debtor") hereby grants to Xxxxxxx Xxxxxx (the
"Secured Party") a security interest in all of its accounts receivable, whether
now existing or hereafter arising, and all proceeds of such receivables to
secure the full payment by the Debtor of the loan of $25,000 made to the Debtor
by the Secured Party on or about October 1, 1997.

         Executed as an agreement under seal of the parties as of this 1st day
of October, 1997. 
            
                                              HIPPO, INC.




                                              By:/s/ Xxx Xxxxxxx
                                                 -------------------------    
                                              Title: President



                                              /s/ Xxxxxxx Xxxxxx
                                                 -------------------------    
                                              Xxxxxxx Xxxxxx



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