SECURITY AGREEMENT

     THIS SECURITY AGREEMENT (this "Agreement"), dated August 3, 1999, is made
between and among Matlack DE, Inc., Matlack, Inc., Brite-Sol Services, Inc.,
Matlack Leasing, Inc., Super Service, Inc (each individually and collectively
referred to as the "Grantor"), jointly and severally, and FIRST UNION NATIONAL
BANK, a national banking association, as agent for the Banks (in such capacity,
and together with its successors as agent for the Banks, the "Collateral
Agent").

                                    RECITALS

     WHEREAS, Grantor is a party to that certain Credit Agreement dated as of
August 19, 1998 between and among Grantor, the banking institutions signatories
thereto and First Union National Bank, a national banking association, as agent
for the Banks (as amended, restated, modified, renewed, supplemented or extended
from time to time, the "Credit Agreement").

     WHEREAS, pursuant to Section 9.01 of the Credit Agreement, the Banks have
required and Grantor has agreed to grant a security interest as herein provided;

     WHEREAS, the Banks have requested a security interest as permitted under
the Credit Agreement;

     NOW, THEREFORE, for and in consideration of any loan under the Credit
Agreement and any other loan or advance (including any other loan or advance by
renewal or extension) heretofore or hereafter made to Grantor by the Banks, the
parties hereto agree as follows:

     SECTION 1. Definitions; Interpretation.

     a.   Terms Defined in Credit Agreement. All capitalized terms used in this
          Agreement and not otherwise defined herein have the meanings specified
          in the Credit Agreement.

     b.   Certain Defined Terms. As used in this Agreement, the following terms
          have the following meanings:

     "Accounts" means any and all accounts of Grantor, whether now existing or
     hereafter acquired or arising, and in any event includes all accounts
     receivable, contract rights, rights to payment and other obligations of any
     kind owed to Grantor arising out of or in connection with the sale or lease
     of merchandise, goods or commodities or the rendering of services or
     arising from any other transaction, however evidenced, and whether or not
     earned by performance, all guaranties, indemnities and security with
     respect to the foregoing, and all letters of credit relating thereto, in
     each case whether now existing or hereafter acquired or arising.


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     "Books" means all books, records and other written, electronic or other
     documentation in whatever form maintained now or hereafter by or for
     Grantor in connection with the ownership of its assets or the conduct of
     its business or evidencing or containing information relating to the
     Collateral, including: (i) ledgers; (ii) records indicating, summarizing,
     or evidencing Grantor's assets (including Inventory and Rights to Payment),
     business operations or financial condition; (iii) computer programs and
     software; (iv) computer discs, tapes, files, manuals, spreadsheets; (v)
     computer printouts and output of whatever kind; (vi) any other computer
     prepared or electronically stored, collected or reported information and
     equipment of an, kind; and (vii) any and all other rights now or hereafter
     arising out of any contract or agreement between Grantor and any service
     bureau, computer or data processing company or other Person charged with
     preparing or maintaining any of Grantor's books or records or with credit
     reporting, including with regard to Grantor's Accounts.

     "Chattel Paper" means all writings of whatever sort which evidence a
     monetary obligation and a security interest in or lease of specific goods,
     whether now existing or hereafter arising.

     "Collateral" has the meaning specified in Section 2.

     "Documents" means any and all documents of title, bills of lading, dock
     warrants, dock receipts, warehouse receipts and other documents of Grantor,
     whether or not negotiable, and includes all other documents which purport
     to be issued by a bailee or agent and purport to cover goods in any
     bailee's or agent's possession which are either identified or are fungible
     portions of an identified mass, including such documents of title made
     available to Grantor for the purpose of ultimate sale or exchange of goods
     or for the purpose of loading, unloading, storing, shipping, transshipping,
     manufacturing, processing or otherwise dealing with goods in a manner
     preliminary to their sale or exchange, in each case whether now existing or
     hereafter acquired or arising.

     "Financing Statements" has the meaning specified in Section 3.

     "Lender Party" means, as the context may require, any Bank or the
     Collateral Agent and each of their respective successors, transferees and
     assigns.

     "Proceeds" means whatever is receivable or received from or upon the sale,
     lease, license, collection, use, exchange or other disposition, whether
     voluntary or involuntary, of any Collateral or other assets of Grantor,
     including "proceeds" as defined at UCC Section 9306, any and all proceeds
     of any insurance, indemnity, warranty or guaranty payable to or for the
     account of Grantor from time to time with respect to any of the Collateral,
     any and all payments in any form whatsoever) made or due and payable to
     Grantor from time to time in connection with any requisition, confiscation,
     condemnation, seizure or forfeiture of all or any part of the Collateral by
     any Governmental Authority (or any person acting under color of
     Governmental Authority), any and all other amounts from time to time paid
     or payable under or in connection with any of the Collateral or for or on
     account of any damage or injury

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     to or conversion of any Collateral by any Person, any and all other
     tangible or intangible property received upon the sale or disposition of
     Collateral, and all proceeds of proceeds.

     "Rights to Payment" means all Accounts, and any and all rights and claims
     to the payment or receipt of money or other forms of consideration of any
     kind in, to and under all Chattel Paper, Documents, Instruments and
     Proceeds.

     "Secured Obligations" means all Obligations of Grantor under or in
     connection with the Credit Agreements and each other Loan Document to which
     Grantor is or may become a party, whether for principal, interest, costs,
     fees, expenses, indemnities or otherwise and all obligations of Grantor
     existing under this Security Agreement and each other Loan Document to
     which it is or may become a party, in each case whether now existing or
     hereafter arising, and whether due or to become due, absolute or
     contingent, liquidated or unliquidated, determined or undetermined.

     "UCC" means the Uniform Commercial Code as the same may from time to time,
     be in effect in the Commonwealth of Pennsylvania; provided, however, in the
     event that, by reason of mandatory provisions of law, any or all of the
     attachment, perfection or priority of the security interest in any
     Collateral is governed by the Uniform Commercial Code as in effect in a
     jurisdiction other than the Commonwealth of Pennsylvania, the term "UCC"
     shall mean the Uniform Commercial Code as in effect In such other
     jurisdiction for purposes of the provisions hereof relating to such
     attachment, perfection or priority and for purposes of definitions related
     to such provisions.

     c.   Terms Defined in UCC. Where applicable and except as otherwise defined
          herein, terms used in this Agreement shall have the meanings assigned
          to them in the UCC.

     SECTION 2. Security Interest.

     a.   Grant of Security Interest. As security for the payment and
          performance of the Secured Obligations, each Grantor hereby pledges,
          assigns, transfers, hypothecates and sets over to the Collateral Agent
          for its benefit and for the ratable benefit of the Lending Parties,
          and hereby grants to the Collateral Agent for its benefit and for the
          ratable benefit of the Banks, a security interest in, all of Grantor's
          right, title and interest in, to and under the following property,
          wherever located and whether now existing or owned or hereafter
          acquired or arising collectively, the "Collateral"): (i) all Accounts;
          (ii) all Chattel Paper; (iii) all Documents; (iv) all Books; and (v)
          all products and Proceeds of any and all of the foregoing.

     b.   Grantor Remains Liable. Anything herein to the contrary
          notwithstanding, (i) Grantor shall remain liable under any contracts,
          agreements and other documents included in the Collateral, to the
          extent set forth therein, to perform all of its duties and obligations
          thereunder to the same extent as if this Agreement had not been
          executed, (ii) the exercise by the Collateral Agent of any of the
          rights hereunder shall

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          not release Grantor from any of its duties or obligations under such
          contracts, agreements and other documents included in the Collateral,
          and (iii) neither the Collateral Agent nor any other Lender Party
          shall have any obligation or liability under any contracts, agreements
          and other documents included in the Collateral by reason of this
          Agreement, nor shall the Collateral Agent or any other Lender Party be
          obligated to perform any of the obligations or duties of Grantor
          thereunder or to take an, action to collect or enforce any such
          contract, agreement or other document included in the Collateral
          hereunder.

     c.   Continuing Security Interest. Grantor agrees that this Agreement shall
          create a continuing security interest in the Collateral which shall
          remain in effect until terminated in accordance with this Agreement.

     SECTION 3. Financing Statements, Etc.

     Grantor shall execute and deliver to the Collateral Agent concurrently with
the execution of this Agreement, and at any time and from time to time
thereafter, all financing statements, continuation financing statements,
termination statements, security agreements, chattel mortgages, assignments, and
all other documents and instruments relating to Accounts, in form satisfactory
to the Collateral Agent (the "Financing Statements"), and take all other action,
as the Collateral Agent may reasonably request, to perfect and continue
perfected, maintain the priority of or provide notice of the Collateral Agent's
security interest in the Collateral and to accomplish the purposes of this
Agreement.

     SECTION 4. Representations and Warranties. In addition to the
representations and warranties of Grantor set forth in the Credit Agreement,
which are incorporated herein by this reference, Grantor represents and warrants
to the Collateral Agent that:

     a.   Location of Chief Executive Office and Collateral. Each of Grantor's
          chief executive office and principal place of business is located at
          Wilmington, Delaware, and all other locations where Grantor conducts
          business is controlled from Wilmington, Delaware.

     b.   Locations of Books. All locations where Books pertaining to the Rights
          to Payment are kept, including all equipment necessary for accessing
          such Books and the names and addresses of all service bureaus,
          computer or data processing companies and other Persons keeping any
          Books or collecting Rights to Payment: for Grantor, are only in
          Wilmington, Delaware.

     c.   Ownership of Collateral. Grantor is, and, permitted by Section 5(i),
          will continue to be, the sole and complete owner of the Collateral
          (or, in the case of after-acquired Collateral, at the time Grantor
          acquires rights in such Collateral, will be the sole and complete
          owner thereof), free from any Lien other than Permitted Liens.


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     d.   Enforceability; Priority of Security Interest. (i) This Agreement
          creates a security interest which is enforceable against the
          Collateral in which Grantor now has rights and will create a security
          interest which is enforceable against the Collateral in which Grantor
          hereafter acquires rights at the time Grantor acquires any such
          rights; and (ii) the Collateral Agent has a perfected and first
          priority security interest in the Collateral, in which Grantor now has
          rights, and will have a perfected and first priority security interest
          in the Collateral in which Grantor hereafter acquires rights at the
          time Grantor acquires any such rights, in each case for the Collateral
          Agent's own benefit and for the ratable benefit of the other Lender
          Parties, and in each case securing the payment and performance of the
          Secured Obligations.

     e.   Other Financing Statements. Other than (i) financing statements or
          similar filings naming the owner of the asset to which such lien
          relates as debtor, under the UCC or any comparable law ("UCC Financing
          Statements") disclosed to the Collateral Agent and (ii) UCC Financing
          Statements in favor of the Collateral Agent in its capacity as
          Collateral Agent for the other Lender Parties under the Credit
          Agreements and any other Loan Documents, no effective UCC Financing
          Statement naming Grantor as debtor, assignor, grantor, mortgagor,
          pledgor or the like and covering all or any part of the Collateral is
          on file in any filing or recording office in any jurisdiction.

     f.   Rights to Payment. The Rights to Payment represent valid, binding and
          enforceable obligations of the account debtors or other Persons
          obligated thereon, representing undisputed, bona fide transactions
          completed in accordance with the terms and provisions contained in any
          documents related thereto, and are and will be genuine, free from
          Liens, and not subject to any adverse claims, counterclaims, setoffs,
          defaults, disputes, defenses, discounts, retainages, holdbacks or
          conditions precedent of any kind of character, except to the extent
          reflected by Grantor's reserves for uncollectible Rights to Payment or
          to the extent, if any, that such account debtors or other Persons may
          be entitled to normal and ordinary course trade discounts, returns,
          adjustments and allowances in accordance with Section 5(m), or as
          otherwise disclosed to the Collateral Agent in writing;

          i.   to Grantor's knowledge, all account debtors and other obligors on
               the Rights to Payment are solvent and generally paying their
               debts as they come due except to the extent that Grantor has
               established adequate reserves therefor in accordance with GAAP;

          ii.  to Grantor's knowledge, all Rights to Payment comply in all
               material respects with all applicable laws concerning form,
               content and manner of preparation and execution, including where
               applicable any federal or state consumer credit laws;


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          iii. Grantor has not assigned any of its rights under the Rights to
               Payment except as provided in this Agreement or as set forth in
               the other Loan Documents;

          iv.  with respect to the Rights to Payment constituting Eligible
               Receivables, except as disclosed in writing to the Collateral
               Agent, Grantor has no knowledge that any of the criteria for
               eligibility are not or are no longer satisfied;

          v.   all statements made, all unpaid balances and all other
               information in the Books and other documentation relating to the
               Rights to Payment are true and correct and in all material
               respects what they purport to be; and

          vi.  Grantor has no knowledge of any fact or circumstance which would
               materially impair the validity or collectibility of any of the
               Rights to Payment.

     g.   Corporate Existence and Power. Grantor (i) is a corporation duly
          organized, validly existing and in good standing under the laws of the
          jurisdiction of its incorporation; (ii) has the power and authority
          and all governmental licenses, authorizations, consents and approvals
          to own its assets, carry on its business and to execute, deliver, and
          perform its obligations under the Agreement and any other Loan
          Document to which it is a party; (iii) is duly qualified as a foreign
          corporation and is licensed and in good standing under the laws of
          each jurisdiction where its ownership, lease or operation of property
          or the conduct of its business requires such qualification or license;
          (iv) is in compliance with all Requirements of Law; except, in each
          case referred to in clause (iii) or clause (iv), to the extent that
          the failure to do so could not reasonably be expected to have a
          Material Adverse Effect.

     h.   Corporate Authorization; No Contravention. The execution, delivery and
          performance by Grantor of this Agreement and each other Loan Document
          to which it is a party, have been duly authorized by all necessary
          corporate action, and do not and will not: (i) contravene the terms of
          any of Grantor's Organization Documents; (ii) conflict with or result
          in any breach or contravention of, or the creation of any Lien under,
          any document evidencing any Contractual Obligation to which Grantor is
          a party cr any order, injunction, writ or decree of any Governmental
          Authority to which Grantor or its property is subject; or (iii)
          violate any Requirement of Law.

     i.   Governmental Authorization. No approval, consent, exemption,
          authorization, or other action by, or notice to, or filing with, any
          Governmental Authority is necessary or required in connection with the
          execution, delivery or performance by, or enforcement against, Grantor
          of this Agreement or any other Loan Document to which it is a party.

     SECTION 5. Covenants. In addition to the covenants of Grantor set forth in
the Credit Agreements, which are incorporated herein by this reference, so long
as any of the Secured

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     Obligations remain unsatisfied or any Bank shall have any Commitment or any
Letter of Credit shall be outstanding, Grantor agrees that:

     a.   Defense of Collateral. Grantor will appear in and defend any action,
          suit or proceeding which may affect to a material extent its title to,
          or right or interest in, or the Collateral Agent's right to or
          interest in, the Collateral.

     b.   Preservation of Collateral. Grantor will do and perform all reasonable
          acts that may be necessary and appropriate to maintain, preserve and
          protect the Collateral.

     c.   Compliance with Laws, Etc. Grantor will comply in all material
          respects with all laws, regulations and ordinances, and all policies
          of insurance, relating in a material way to the possession, operation,
          maintenance and control of the Collateral.

     d.   Location of Books and Chief Executive Office. Grantor will: (i) keep
          all Books pertaining to the Rights to Payment at the locations
          described in Section 4; and (ii) give at least 30 days' prior written
          notice to the Collateral Agent of (A) any changes in any such location
          where Books pertaining to the Rights to Payment are kept, including
          any change of name or address of any service bureau, computer or data
          processing company or other Person. preparing or maintaining any Books
          or collecting Rights to Payment for Grantor or (B) any changes in the
          location of Grantor's chief executive office or principal place of
          business.

     e.   Location of Collateral. Grantor will: (i) keep the Collateral at the
          location described in Section 4 and not remove the Collateral from
          such locations (other than disposals of Collateral permitted by
          subsection (ii) except upon at least 30 days' prior written notice of
          any removal to the Collateral Agent; and (iii) give the Collateral
          Agent at least 30 days' prior written notice of any change in the
          locations set forth above.

     f.   Change in Name, Identity or Structure. Grantor will give at least 30
          days' prior written notice of (i) any change in name, (ii) any changes
          in, additions to or other modifications of its trade names and trade
          styles set forth in Schedule 1, and (iii) any changes in its identity
          or structure in any manner which might make any Financing Statement
          filed hereunder incorrect or misleading.

     g.   Maintenance of Records. Grantor will keep separate, accurate and
          complete Books with respect to the Collateral, disclosing the
          Collateral Agent's security interest hereunder.

     h.   Invoicing of Sales. Grantor will invoice all of its sales upon forms
          customary in the industry and to maintain proof of delivery and
          customer acceptance of goods.

     i.   Disposition of Collateral. Grantor will not surrender or lose
          possession of (other than to the Collateral Agent), sell, lease, rent,
          or otherwise dispose of or transfer any of

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          the Collateral or any right or interest therein, except to the extent
          permitted by the Credit Agreement.

     j.   Liens. Other than liens in favor of the Collateral Agent in its
          capacity as Collateral Agent under the Credit Agreement and Permitted
          Liens, Grantor will keep the Collateral free of all liens and security
          interests of any kind.

     k.   Expenses. Grantor will pay all expenses of protecting, storing,
          warehousing, insuring, handling and shipping the Collateral.

     l.   Rights to Payment. Grantor will:

          i.   with such frequency as the Collateral Agent may reasonably
               require, furnish to the Collateral Agent (A) master customer
               listings, including all names and addresses, together with copies
               or originals (as requested by the Collateral Agent) of documents,
               customer statements, repayment histories and present status
               reports relating to the Accounts; (3) accurate records and
               summaries of Accounts, including detailed agings specifying the
               name, face value and date of each invoice, and listings of
               Accounts that are disputed or have been canceled; and (C) such
               other matters and information relating to the Accounts as the
               Collateral Agent shall from time to time reasonably request;

          ii.  give only normal discounts, allowances and credits as to Accounts
               and other Rights to Payment, in the ordinary course of business,
               according to normal trade practices utilized by Grantor in the
               past, and enforce all Accounts and other Rights to Payment
               strictly in accordance with their terms, and take all such action
               to such end as may from time to time be reasonably requested by
               the Collateral Agent, except that Grantor may grant any extension
               of the time for payment;

          iii. if any discount, allowance, credit, extension of time for
               payment, agreement to make a rebate or otherwise to reduce the
               amount owing on, or compromise or settle, an Account or other
               Right to Payment exists or occurs, or if, to the knowledge of
               Grantor, any dispute, setoff, claim, counterclaim or defense
               exists or has been asserted or threatened with respect to an
               Account or other Right to Payment, disclose such fact fully to
               the Collateral Agent in the Books relating to such Account or
               other Right to Payment and in connection with any invoice or
               report furnished by Grantor to the Collateral Agent relating to
               such Account or other Right to Payment;

          iv.  if any Accounts arise from contracts with the United States or
               any department, agency or instrumentality thereof, immediately
               notify the Collateral Agent thereof and execute any documents and
               instruments and take any other steps requested by the Collateral
               Agent in order that all monies due

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               and to become due thereunder shall be assigned to the Collateral
               Agent and notice thereof given to the Government Authorities
               under the Federal Assignment of Claims Act;

          v.   in accordance with its sound business judgment perform and comply
               in all material respects with its obligations in respect of the
               Accounts and other Rights to Payment;

          vi.  upon the request of the Collateral Agent (A) upon the occurrence
               of an Event of Default, notify all or any designated portion of
               the account debtors and other obligors on the Rights to Payment
               of the security interest hereunder, and (B) upon the occurrence
               of an Event of Default, notify the account debtors and other
               obligors on the Rights to Payment or an, designated portion
               thereof that payment shall be made directly to the Collateral
               Agent or to such other Person or location as the Collateral Agent
               shall specify; and

          vii. upon the occurrence of any Event of Default, establish such
               lockbox or similar arrangements for the payment of the Accounts
               and other Rights to Payment as the Collateral Agent shall
               require.

     m.   Documents, Etc. Upon the request of the Collateral Agent, Grantor will
          (i) immediately deliver to the Collateral Agent, or an agent
          designated by it, appropriately endorsed or accompanied by appropriate
          instruments of transfer or assignment, all Documents, Instruments and
          Chattel Paper, and all other Rights to Payment at any time evidenced
          by promissory notes, trade acceptances or other instruments, and (ii)
          mark all Documents and Chattel Paper with such legends as the
          Collateral Agent shall reasonably specify.

     n.   Notices, Reports and Information. Grantor will (i) notify the
          Collateral Agent of any material claim made or asserted against the
          Collateral by any Person and of any change in the composition of the
          Collateral or other event which could materially adversely affect the
          value of the Collateral or the Collateral Agent's Lien thereon; (ii)
          furnish to the Collateral Agent such statements and schedules further
          identifying and describing the Collateral and such other reports and
          other information in connection with the Collateral as the Collateral
          Agent may reasonably request, all in reasonable detail; and (iii) upon
          request of the Collateral Agent make such demands and requests for
          information and reports as Grantor is entitled to make in respect of
          the Collateral.

     SECTION 6. Collection of Rights to Payment.

     Until the Collateral Agent exercises its rights hereunder to collect Rights
to Payment, Grantor shall endeavor in the first instance diligently to collect
all amounts due or to become due on or with respect to the Rights to Payment. At
the request of the Collateral Agent, upon and after the occurrence of any Event
of Default, all remittances received by the Grantor shall be held in trust for

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the Collateral Agent and, in accordance with the Collateral Agent's
instructions, remitted to the Collateral Agent or deposited to an account with
the Collateral Agent in the form received (with any necessary endorsements or
instruments of assignment or transfer).

     SECTION 7. Authorization; Collateral Agent Appointed Attorney-in-Fact. The
Collateral Agent shall have the right to, in the name of Grantor, or in the name
of the Collateral Agent or otherwise, without notice to or assent by Grantor,
and Grantor hereby constitutes and appoints the Collateral Agent (and any of the
Collateral Agent's officers, employees or agents designated by the Collateral
Agent) as Grantor's true and lawful attorney-in-fact, with full power and
authority to:

          a.   sign any of the Financing Statements which must be executed or
               filed to perfect or continue perfected, maintain the priority of
               or provide notice of the collateral Agent's security interest in
               the Collateral;

          b.   take possession of and endorse any notes, acceptances, checks,
               drafts, money orders or other forms of payment or security and
               collect any Proceeds of any Collateral;

          c.   sign and endorse any invoice or bill of lading relating to any of
               the Collateral, warehouse or storage receipts, drafts against
               customers or other obligors, assignments, notices of assignment,
               verifications and notices to customers or other obligors;

          d.   notify the Postal Service authorities to change the address for
               delivery of mail addressed to Grantor to such address as the
               Collateral Agent may designate and, without limiting the
               generality of the foregoing, establish with any Person lockbox or
               similar arrangements for the payment of the Rights to Payment;

          e.   receive, open and dispose of all mail addressed to Grantor;

          f.   send requests for verification of Rights to Payment to the
               customers or other obligors of Grantor;

          g.   contact, or direct Grantor to contact, all account debtors and
               other obligors on the Rights to Payment and instruct such account
               debtors and other obligors to make all payments directly to the
               Collateral Agent;

          h.   exercise dominion and control over, and refuse to permit further
               withdrawals from, Deposit Accounts maintained with the Collateral
               Agent;

          i.   notify each Person maintaining lockbox or similar arrangements
               for the payment of the Rights to Payment to remit all amounts
               representing collections on the Rights to Payment directly to the
               Collateral Agent;

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          j.   ask, demand, collect, receive and give acquittances and receipts
               for any and all Rights to Payment, enforce payment or any other
               rights in respect of the Rights to Payment and other Collateral,
               grant consents, agree to any amendments, modifications or waivers
               of the agreements and documents governing the Rights to Payment
               and other Collateral, and otherwise file any claims, take any
               action or institute, defend, settle or adjust any actions, suits
               or proceedings with respect to the Collateral, as the Collateral
               Agent may deem necessary or desirable to maintain, preserve and
               protect the Collateral, to collect the Collateral or to enforce
               the rights of the Collateral Agent with respect to the
               Collateral;

          k.   execute any and all endorsements, assignments or other documents
               and instruments necessary to sell, lease, assign, convey or
               otherwise transfer title in or dispose of the Collateral; and

          l.   execute any and all such other documents and instruments, and do
               any and all acts and things for and on behalf of Grantor, which
               the Collateral Agent may deem necessary or advisable to maintain,
               protect, realized upon and preserve the Collateral and the
               Collateral Agent's security interest therein and to accomplish
               the purposes of this Agreement.

     The Collateral Agent agrees that, except upon and after the occurrence of
an Event of Default, it shall not exercise the power of attorney, or any rights
granted to the Collateral Agent, pursuant to the foregoing subclauses. The
foregoing power of attorney is coupled with an interest and irrevocable so long
as any Bank has any Commitment or any Letter of Credit remains outstanding or
the Secured Obligations have not been paid and performed in full. Grantor hereby
ratifies, to the extent permitted by law, all that the Collateral Agent shall
lawfully and in good faith do or cause to be done by virtue of and in compliance
with this Section 7.

     SECTION 8. Collateral Agent's Duties.

     Notwithstanding any provision contained in this Agreement, the Collateral
Agent shall have no duty to exercise any of the rights, privileges or powers
afforded to it and shall not be responsible to Grantor or any other Person for
any failure to do so or delay in doing so. Beyond the exercise of reasonable
care to assure the safe custody of Collateral in the Collateral Agent's
possession and the accounting for moneys actually received by the Collateral
Agent hereunder, the Collateral Agent shall have no duty or liability to
exercise or preserve any rights, privileges or powers pertaining to the
Collateral.

     SECTION 9. Remedies.

          a.   Remedies. Upon the occurrence of any Event of Default, the
               Collateral Agent shall have, in addition to all other rights and
               remedies granted to it in this Agreement, the Credit, Agreement
               or any other Loan Document, all rights and remedies of a secured

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               party under the UCC and other applicable laws. without limiting
               the generality of the foregoing, Grantor agrees that the
               Collateral Agent may:

               i.   peaceably and without notice enter any premises of Grantor,
                    take possession of any the Collateral, remove or dispose of
                    all or part of the Collateral on any premises or elsewhere,
                    or, in the case of Equipment, render it nonfunctional, and
                    otherwise collect, receive, appropriate and realize upon all
                    or any part of the Collateral, and demand, give receipt for,
                    settle, renew, extend, exchange, compromise, adjust, or sue
                    for all or any part of the Collateral, as the Collateral
                    Agent may determine;

               ii.  require Grantor to assemble all or any part of the
                    Collateral and make it available to the Collateral Agent at
                    any place and time designated by the Collateral Agent;

               iii. secure the appointment of a receiver of the Collateral or
                    any part thereof to the extent and in the manner provided by
                    applicable law;

               iv.  withdraw (or cause to be withdrawn) any and all funds from
                    Deposit Accounts; and

               v.   sell, resell, lease, use, assign, transfer or otherwise
                    dispose of any or all of the Collateral in its then
                    condition or following any commercially reasonable
                    preparation or processing (utilizing in connection therewith
                    any of Grantor's; assets, without charge or liability to the
                    Collateral Agent therefor) at public or private sale, by one
                    or more contracts, in one or more parcels, at the same or
                    different times, for cash or credit, or for future delivery
                    without assumption of any credit risk, all as the Collateral
                    Agent deems advisable; provided, however, that Grantor shall
                    be credited with the net proceeds of sale only when such
                    proceeds are finally collected by the Collateral Agent. The
                    Collateral Agent shall have the right upon any such public
                    sale, and, to the extent permitted by law, upon any such
                    private sale, to purchase the whole or any part of the
                    Collateral so sold, free of any right or equity of
                    redemption, which right or equity of redemption Grantor
                    hereby releases, to the extent permitted by law. Grantor
                    hereby agrees that the sending of notice by ordinary mail,
                    postage prepaid, to the address of Grantor set forth in the
                    Credit Agreement, of the place and time of any public sale
                    or of the time after which any private sale or other
                    intended disposition is to be made, shall be deemed
                    reasonable notice thereof if such notice is sent ten days
                    prior to the date of such sale or other disposition or the
                    date on or after which such sale or other disposition may
                    occur, provided that the Collateral Agent may provide
                    Grantor shorter notice or no notice, to the extent permitted
                    by the UCC or other applicable law.


Security Agreement/Accounts                                       August 3, 1999

                                     - 12 -
<PAGE>



          b.   Proceeds Account. To the extent that any of the Secured
               Obligations may be contingent, unmatured or unliquidated
               (including with respect to undrawn amounts under any Letter of
               Credit) at such time as there may exist an Event of Default, the
               Collateral Agent may, at its election, (i) retain the proceeds of
               any sale, collection, disposition or other realization upon the
               Collateral (or any portion thereof) in a special purpose
               non-interest-bearing restricted deposit account (the "Proceeds
               Account") created and maintained by the Collateral Agent for such
               purpose (which shall constitute a Deposit Account included within
               the Collateral hereunder) until such time as the Collateral Agent
               may elect to apply such proceeds to the Secured Obligations, and
               Grantor agrees that such retention of such proceeds by the
               Collateral Agent shall not be deemed strict foreclosure with
               respect thereto; (ii) in any manner elected by the Collateral
               Agent, estimate the liquidated amount of any such contingent,
               unmatured or unliquidated claims and apply the proceeds of the
               Collateral against such amount; or (iii) otherwise proceed in any
               manner permitted by applicable law. Grantor agrees that the
               Proceeds Account shall be a blocked account and that upon the
               irrevocable deposit of funds into the Proceeds Account, Grantor
               shall not have any right of withdrawal with respect to such
               funds. Accordingly, Grantor irrevocably waives until the
               termination of the security interests granted under this
               Agreement in accordance with this Agreement the right to make any
               withdrawal from the Proceeds Account and the right to instruct
               the Collateral Agent to honor drafts against the Proceeds
               Account.

          c.   Application of Proceeds. Subject to subsection (b) immediately
               above, the cash proceeds actually received from the sale or other
               disposition or collection of Collateral, and any other amounts
               received in respect of the Collateral the application of which is
               not otherwise provided for herein, shall be applied (after
               payment of any amounts payable to the Collateral Agent pursuant
               to Section 8 or Section 14 in whole or in part by the Collateral
               Agent for the benefit of the Lender Parties against all or any
               part of the Secured Obligations in the following order: (i)
               first, to any fees, costs, or other expenses due under the Loan
               Documents; (ii) next, to any interest (iii) next, to any
               principal due under the Loan Documents; and (iii) last, to any
               other Secured Obligations. Any surplus thereof which exists after
               payment and performance in full of the Secured Obligations shall
               be promptly paid over to Grantor or otherwise disposed of in
               accordance with the UCC or other applicable law. Grantor shall
               remain liable to the Collateral Agent for any deficiency which
               exists after any sale or other disposition or collection of
               Collateral.

     SECTION 10. Certain Waivers.

     Grantor waives, to the fullest extent permitted by law, (i) any right of
redemption with respect to the Collateral, whether before or after sale
hereunder, and all rights, if any, of marshaling of the Collateral or other
collateral or security for the Secured Obligations; (ii) any right to require
the Collateral Agent (A) to proceed against any Person, (B) to exhaust any other
collateral or security for any of the Secured Obligations, (C) to pursue any
remedy in the Collateral Agent's power, or (D)

Security Agreement/Accounts                                       August 3, 1999

                                     - 13 -

<PAGE>



to make or give any presentments, demands for performance, notices of
nonperformance, protests, notices of protests or notices of dishonor in
connection with any of the Collateral; and (iii) all claims, damages, and
demands against the Collateral Agent arising out of the repossession, retention,
sale or application of the proceeds of any sale of the Collateral.

     SECTION 11. Certain Additional Consents and Waivers. This Agreement is
absolute, unconditional and irrevocable and is in no way conditioned or
contingent on Grantor's performance of any obligation under the Credit Agreement
or any other Loan Document, any attempt to enforce in whole or in part any of
the Grantor's liabilities and obligations to any Lender Party or the existence
or continuance of Grantor or any other Person as a legal entity, nor shall this
Agreement or Grantor's obligations hereunder be limited, impaired, restricted or
otherwise affected by the consolidation or merger of Grantor with or into any
other entity, the sale, lease or other disposition by Grantor of all or
substantially all of its assets to any other entity (whether or not effected in
compliance with the Loan Documents), or the bankruptcy, or insolvency of
Grantor, the admission in writing by Grantor of its inability to pay its debts
as they mature, or its making of a general assignment for the benefit of, or
entering into a composition or arrangement with, creditors.

          a.   The Collateral Agent and the other Lender Parties may, at any
               time and from time to time, without the consent of or notice to
               Grantor, except such notice as may be required by applicable
               statute which cannot be waived, without incurring responsibility
               to Grantor, and without impairing or releasing the obligations of
               Grantor hereunder, upon or without any terms or Conditions and in
               whole or in part, (i) to the extent permitted by the Credit
               Agreement, change the manner, place and terms of payment or
               change or extend the time of payment of, renew or alter any
               obligation of Grantor hereby secured, or in any manner modify,
               amend or supplement the terms of the Credit Agreement, or other
               Credit Documents (other than this Agreement) or any documents,
               instruments or agreements executed in connection therewith (other
               than this Agreement), and this Agreement shall apply to the
               obligations and liabilities of Grantor, as changed, extended,
               renewed, modified, amended, supplemented or altered in any
               manner, (ii) exercise or refrain from exercising any rights
               against Grantor or others (including Grantor) or otherwise act or
               refrain from acting, (iii) settle or compromise any obligations
               and liabilities herein secured or any obligations and liabilities
               (including any of those hereunder) incurred directly or
               indirectly in respect thereof or hereof and may subordinate the
               payment of all or any part thereof to the payment of any
               obligations and liabilities which may be due Collateral Agent,
               the other Lender Parties or others, (iv) sell, exchange, release,
               surrender, realize upon or otherwise deal with in any manner or
               in any order any property pledged or mortgaged by anyone to
               secure or in any manner securing the Secured Obligations, any
               liabilities or obligation (including any of those hereunder)
               incurred directly or indirectly in respect thereof or hereof or
               any other obligations or liabilities of Grantor to the Lender
               Parties or any offset thereagainst, (v) take and hold security or
               additional security for any or all of the Secured Obligations,
               (vi) apply any sums by whomsoever paid or howsoever realized to
               any obligations and liabilities of Grantor to the Lender Parties
               regardless of what

Security Agreement/Accounts                                       August 3, 1999

                                     - 14 -

<PAGE>



               obligations and liabilities remain unpaid, and (vii) in
               accordance with the Credit Agreement, assign their rights and
               interests under this Agreement, the Credit Agreement or the other
               Loan Documents, in whole or in part. Without limiting the
               generality of the foregoing, Grantor hereby specifically waives
               Grantor's rights and benefits under any statute, regulation,
               judicial decision or other law which purports to exonerate or
               reduce the liability of a surety if the underlying obligation is
               altered in any respect or if the rights and remedies of the
               creditor against the principal in respect of a secured obligation
               are in any way altered, impaired or suspended and agrees that, by
               so doing, Grantor's obligations hereunder shall continue even if
               the Lender Parties alter any obligations under the Credit
               Agreement or the other Loan Documents (other than this Agreement)
               in any respect or the Lender Parties' remedies or rights against
               Grantor are in any way impaired or suspended without Grantor's
               consent.

          b.   No invalidity, irregularity or unenforceability of the
               obligations or liabilities of Grantor under the Credit Agreement
               or any other Loan Document shall affect, impair or be a defense
               to this Agreement. Grantor hereby waives any and all benefits and
               defenses under any statute, regulation, judicial decision or
               other law which purports to exonerate or reduce the liability of
               a surety as a result of any disability or absence of liability of
               the principal or any defense to liability or enforcement which
               the principal may have and agrees that, by so doing, Grantor's
               obligations and the security interests granted hereunder shall
               continue even if Grantor had no liability at the time of
               execution of the Credit Agreement or thereafter ceased or cease
               to be liable. Grantor also waives any and all benefits and
               defenses under any statute, regulation, judicial decision or
               other law which purports to limit the liability of a surety to
               that of the principal or to reduce the liability of a surety in
               proportion to any reduction in the liability of the principal and
               agrees that, by so doing, Grantor's obligations hereunder may be
               more burdensome than that of Grantor.

          c.   Grantor, to the extent permitted under applicable law, hereby
               waives any right, whether arising under any statute, regulation,
               judicial decision or otherwise, to require the Collateral Agent
               or any other Lender Party to (i) proceed against Grantor or any
               other Person acting as surety, guaranteeing or providing
               collateral or other credit support for Grantor's obligations
               under the Credit Agreement or any other Loan Document (a "Third
               Party Credit Support Provider"), (ii) proceed against or exhaust
               any security received from Grantor or any Third Party Credit
               Support Provider, or (iii) pursue any other right or remedy in
               the Collateral Agent's or the other Lender Parties, Power
               whatsoever.

          d.   Grantor further waives, to the extent permitted under applicable
               law: (i) any defense resulting from the absence, impairment or
               loss of any right of reimbursement, subrogation, contribution or
               other right or remedy of Grantor against Grantor, any Third Party
               Credit Support Provider or any security, whether resulting from
               an election by the Collateral Agent and the other Lender Parties
               to foreclose upon

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                                     - 15 -

<PAGE>



               security by judicial or nonjudicial sale or otherwise; (ii) any
               setoff or counterclaim of Grantor or any defense of any kind
               (including defenses resulting from any disability) or the
               cessation or stay of enforcement from any cause whatsoever of the
               liability of Grantor (including without limitation the lack of
               validity or enforceability of the Credit Agreement or any other
               Loan Document); (iii) any right to exoneration, in whole or in
               part, of sureties or Third Party Credit Support Providers which
               would otherwise be applicable; (iv) any right of subrogation or
               reimbursement, any right of contribution, any right to enforce
               any remedy which the Collateral Agent and the other Lender
               Parties now have or may hereafter have against Grantor, and any
               benefit of, and any right to participate in, any security now or
               hereafter held or received by the Lender Parties (or the
               Collateral Agent on their behalf); (v) except as required under
               the Credit Agreement, all presentments, demands for performance,
               notices of non-performance, protests, notice of dishonor, notices
               of acceptance of this Agreement or of the existence, creation or
               incurring of new or additional obligations under the Credit
               Agreement or the other loan Documents, or any other notices of
               any kind; and (vi) all valuation, appraisal, extension or
               redemption laws now or hereafter in effect. Without limiting the
               generality of the preceding clause (iv), Grantor hereby waives
               any right to be reimbursed by Grantor or any Third Party Credit
               Support Provider for any payment of such obligations made
               directly or indirectly by Grantor or from any property of
               Grantor, whether arising by way of any statutory, contractual or
               other right of subrogation, contribution, indemnification or
               otherwise.

          e.   Grantor further specifically waives any and all benefits, rights
               and defenses (i) arising out of an election of remedies by the
               Collateral Agent or any other Lender Party even though that
               election of remedies, such as a nonjudicial foreclosure with
               respect to security for the Secured Obligations, has destroyed
               Grantor's rights of subrogation and reimbursement against Grantor
               by operation of applicable law, and all rights or defenses
               Grantor may have by reason of protection afforded to Grantor with
               respect to the Secured Obligations pursuant to the antideficiency
               laws or other laws of the State of Illinois (or other applicable
               jurisdiction) limiting or discharging the Secured Obligations.

          f.   Grantor acknowledges that it has the ability, and hereby assumes
               the obligation and responsibility, to keep informed of the
               financial condition of Grantor and any Third Party Credit Support
               Provider and of other matters or circumstances affecting the
               ability of any of them to pay or perform their respective
               obligations thereunder or the risk of nonpayment and
               nonperformance. Grantor hereby waives any obligation on the part
               of the Collateral Agent or any other Lender Party to inform
               Grantor of the financial condition, or any changes in financial
               condition, of Grantor or any Third Party Credit Support Provider
               or of any other matter or circumstance which might effect the
               ability of Grantor to pay and perform under the Credit Agreement
               or any or-her Loan Document, or the risk of nonpayment or
               nonperformance.

     SECTION 12. Notices.

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                                     - 16 -

<PAGE>


     All notices or other communications hereunder shall be given in the manner
and to the addresses specified in the Credit Agreement or, in the case of
Grantor, at the address set forth below its signature hereto. All such notices
and other communications shall be effective (i) if delivered by hand or pre-paid
courier service, when delivered; (ii) if sent by mail, upon the earlier of the
date of receipt or five Business Days after deposit in the mail, first class,
postage prepaid; (iii) if sent by telex, upon receipt by the sender of an
appropriate answerback; and (iv) if sent by facsimile transmission, when sent by
facsimile transmission, when sent.

     SECTION 13. No Waiver; Cumulative Remedies.

     No failure on the part of the Collateral Agent to exercise, and no delay in
exercising, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
remedy, power or privilege preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights and remedies
under this Agreement are cumulative and not exclusive of any rights, remedies,
powers and privileges that may otherwise be available to the Collateral Agent.

     SECTION 14. Costs and Expenses; Indemnification; Other Charges.

          a.   Costs and Expenses. Grantor agrees to pay on demand:

               i.   all title, appraisal including the allocated costs of
                    internal appraisal services), survey, audit, consulting,
                    search, recording, filing and similar costs, fees and
                    expenses incurred or sustained by the Collateral Agent or
                    any of its Affiliates in connection with this Agreement or
                    the Collateral; and

               ii.  all costs and expenses of the Collateral Agent and its
                    Affiliates, including Attorney Costs, in connection with the
                    enforcement or attempted enforcement of, and preservation of
                    any rights or interests under, this Agreement, including in
                    any out-of-court workout or other refinancing or
                    restructuring or in any bankruptcy case, and the protection,
                    sale or collection of, or other realization upon, any of the
                    Collateral, including all expenses of taking, collecting,
                    holding, sorting, handling, preparing for sale, selling, or
                    the like, and other such expenses of sales and collections
                    of Collateral, and any and all losses, costs and expenses
                    sustained by the Collateral Agent as a result of any failure
                    by Grantor to perform or observe its obligations contained
                    herein.

          b.   Indemnification. Grantor hereby agrees to indemnify the
               Collateral Agent, the other Lender Parties, any Affiliate of any
               of them, and their respective directors, officers, employees,
               agents, counsel and other advisors (each an "Indemnified Person"
               against, and hold each of them harmless from, any and all
               liabilities, obligations, losses, claims, damages, penalties,
               actions, judgments, suits, costs, expenses or disbursements of
               any kind or nature whatsoever, including the reasonable fees and

Security Agreement/Accounts                                       August 3, 1999

                                     - 17 -

<PAGE>



               disbursements of counsel to an Indemnified Person (including
               allocated costs of internal counsel), which may be imposed on,
               incurred by, or asserted against any Indemnified Person by a
               third party, in any way relating to or arising out of this
               Agreement or any action taken or omitted to be taken by it
               hereunder (the "Indemnified Liabilities",provided that Grantor
               shall not be liable to any Indemnified Person for any portion of
               such Indemnified Liabilities to the extent they are found by a
               final decision of a court of competent jurisdiction to have
               resulted from such Indemnified Person's gross negligence or
               willful misconduct. If and to the extent that the foregoing
               indemnification is for any reason held unenforceable, Grantor
               agrees to make the maximum contribution to the payment and
               satisfaction of each of the Indemnified Liabilities which is
               permissible under applicable law.

          c.   Other Charges. Grantor agrees to indemnify the Collateral Agent
               against and hold it harmless from any and all present and future
               stamp, transfer, documentary and other such taxes, levies, fees,
               assessments and other charges made by an, jurisdiction by reason
               of the execution, delivery, performance and enforcement of this
               Agreement.

          d.   Interest. Any amounts payable to the Collateral Agent under this
               Section 14 or otherwise under this Agreement if not paid upon
               demand shall bear interest from the date of such demand until
               paid in full, at the rate of interest set forth in subsection
               2.09 of the Credit Agreement.

     SECTION 15. Binding Effect.

     This Agreement shall be binding upon, inure to the benefit of and be
enforceable by Grantor, the Collateral Agent and their respective successors and
assigns.

     SECTION 16. Governing Law.

     THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, EXCEPT AS REQUIRED BY
MANDATORY PROVISIONS OF LAW AND TO THE EXTENT THE VALIDITY OR PERFECTION OF THE
SECURITY INTERESTS HEREUNDER, OR THE REMEDIES HEREUNDER, IN RESPECT OF ANY
COLLATERAL ARE GOVERNED BY THE LAW OF A JURISDICTION OTHER THAN ILLINOIS,
PROVIDED THAT THE COLLATERAL AGENT SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL
LAW.

     SECTION 17. Forum Selection and Consent to Jurisdiction.

     ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF PENNSYLVANIA
OR OF THE UNITED STATES FOR THE

Security Agreement/Accounts                                       August 3, 1999

                                     - 18 -

<PAGE>



EASTERN DISTRICT OF PENNSYLVANIA, AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH OF GRANTOR AND THE COLLATERAL AGENT CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH
OF GRANTOR AND THE COLLATERAL AGENT IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT
RELATED HERETO. GRANTOR AND THE COLLATERAL AGENT EACH WAIVE PERSONAL SERVICE OF
ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY PENNSYLVANIA LAW.

     SECTION 18. Waiver of Jury.

     GRANTOR AND THE COLLATERAL AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A
TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR
RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF
ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY COLLATERAL
AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT
CLAIMS, TORT CLAIMS, OR OTHERWISE. GRANTOR AND THE COLLATERAL AGENT EACH AGREE
THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A
JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR
RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO
ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART,
TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS.

     SECTION 19. Entire Agreement; Amendment.

     This Agreement contains the entire agreement of the parties with respect to
the subject matter hereof and shall not be amended except by the written
agreement of the parties as provided in the Credit Agreement.

     SECTION 20. Severability.

     Whenever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under all applicable laws and
regulations. If, however, any provision of this Agreement shall be prohibited by
or invalid under any such law or regulation in any jurisdiction, it

Security Agreement/Accounts                                       August 3, 1999

                                     - 19 -

<PAGE>



shall, as to such jurisdiction, be deemed modified to conform to the minimum
requirements of such law or regulation, or, if for any reason it is not deemed
so modified, it shall be ineffective and invalid only to the extent of such
prohibition or invalidity without affecting the remaining provisions of this
Agreement, or the validity or effectiveness of such provision in any other
jurisdiction.

     SECTION 21. Counterparts.

     This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement.

     SECTION 22. Incorporation of Provisions of the Credit Agreement.

     To the extent the Credit Agreement contains provisions of general
applicability to the Loan Documents, such provisions are incorporated herein by
this reference.

     SECTION 23. No Inconsistent Requirements.

     Grantor acknowledges that this Agreement and the other Loan Documents may
contain covenants and other terms and provisions variously stated regarding the
same or similar matters, and agrees that all such covenants, terms and
provisions are cumulative and all shall be performed and satisfied in accordance
with their respective terms.

     SECTION 24. Termination.

     Upon termination of the Commitments of the Banks under the Loan Documents,
the surrender of any Letters of Credit issued by any Issuer for the account of
Grantor, and payment and performance in full of all Secured Obligations, the
security interests granted under this Agreement shall terminate and the
Collateral Agent shall promptly execute and deliver to Grantor such documents
and instruments reasonably requested by Grantor as shall be necessary to
evidence termination of all security interests given by Grantor to the
Collateral Agent hereunder, provided, however, that the obligations of Grantor
under Section 14 shall survive such termination.


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                                     - 20 -

<PAGE>



     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement,
as of the date first above written.

                                            MATLACK (DE), INC.



                                            By
                                               -----------------------------
                                               Name:
                                               Title:

Notices To:
Patrick J. Bagley
Vice President & Chief Financial Officer
Matlack Systems, Inc.
P.O. Box 8790
Wilmington, DE  19899
FAX No. (302) 426-3838

                                            MATLACK, INC.



                                            By
                                               -----------------------------
                                               Name:
                                               Title:

Notices To:
Patrick J. Bagley
Vice President & Chief Financial Officer
Matlack Systems, Inc.
P.O. Box 8790
Wilmington, DE  19899
FAX No. (302) 426-3838


Security Agreement/Accounts                                       August 3, 1999

                                     - 21 -

<PAGE>



                                            BRITE-SOL SERVICES, INC.



                                            By
                                               -----------------------------
                                               Name:
                                               Title:

Notices To:
Patrick J. Bagley
Vice President & Chief Financial Officer
Matlack Systems, Inc.
P.O. Box 8790
Wilmington, DE  19899
FAX No. (302) 426-3838

                                            MATLACK LEASING, INC.



                                            By
                                               -----------------------------
                                               Name:
                                               Title:

Notices To:
Patrick J. Bagley
Vice President & Chief Financial Officer
Matlack Systems, Inc.
P.O. Box 8790
Wilmington, DE  19899
FAX No. (302) 426-3838


Security Agreement/Accounts                                       August 3, 1999

                                     - 22 -

<PAGE>



                                            SUPER SERVICE, INC.



                                            By
                                               -----------------------------
                                               Name:
                                               Title:

Notices To:
Patrick J. Bagley
Vice President & Chief Financial Officer
Matlack Systems, Inc.
P.O. Box 8790
Wilmington, DE  19899
FAX No. (302) 426-3838


                                            FIRST UNION NATIONAL BANK, as
                                            Collateral Agent



                                            By
                                               -----------------------------
                                               Name:
                                               Title:

Notices To:
Michael J. Labrum
Vice President
First Union National Bank
Transportation and Equipment Finance
PA4827
1345 Chestnut Street
Philadelphia, PA  19107
FAX No. (215) 786-7704


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                                     - 23 -

<PAGE>


                                   Schedule 1


1. Locations of Chief Executive Office and Other Locations, Including of
   Collateral

     a.   Chief Executive Office and Principal Place of Business:

          1 Rollins Plaza, Wilmington, DE 19803 (physical address) P.O.
          Box 8790, Wilmington, DE 19899 (mailing address)

     b.   other locations where Grantor conducts business or Collateral is kept:


2. Locations of Books Pertaining to Rights to Payment


3. Trade Names and Trade Styles; Other Corporate, Trade or Fictitious Names,
   Etc.


4. Inventory Stored with Warehousemen or on Leased Premises, Etc.

5. Patents, Copyrights, Trademarks, Etc.

6. Leased Equipment

7. Deposit Accounts

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                                     - 24 -