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EXHIBIT 10.72                                                     EXECUTION COPY
================================================================================

                       GUARANTEE AND COLLATERAL AGREEMENT

                                   dated as of

                                 August 7, 2003,

                                      among

                           EAGLEPICHER HOLDINGS, INC.,

                            EAGLEPICHER INCORPORATED,

                               THE SUBSIDIARIES OF
                            EAGLEPICHER INCORPORATED
                                IDENTIFIED HEREIN

                                       and

                         HARRIS TRUST AND SAVINGS BANK,

                             as Administrative Agent

                           ---------------------------

                             GE CAPITAL CORPORATION,

                               as Collateral Agent

================================================================================

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                         <C>
                                               ARTICLE I

                                              Definitions

SECTION 1.01. Credit Agreement..........................................................................     1
SECTION 1.02. Other Defined Terms.......................................................................     1

                                               ARTICLE II

                                               Guarantee

SECTION 2.01. Guarantee.................................................................................     5
SECTION 2.02. Guarantee of Payment......................................................................     5
SECTION 2.03. No Limitations............................................................................     6
SECTION 2.04. Reinstatement.............................................................................     6
SECTION 2.05. Agreement To Pay; Subrogation.............................................................     7
SECTION 2.06. Information...............................................................................     7

                                              ARTICLE III

                                          Pledge of Securities

SECTION 3.01. Pledge....................................................................................     7
SECTION 3.02. Delivery of the Pledged Collateral........................................................     8
SECTION 3.03. Representations, Warranties and Covenants.................................................     8
SECTION 3.04. Certification of Limited Liability Company and Limited Partnership Interests..............     9
SECTION 3.05. Registration in Nominee Name; Denominations...............................................    10
SECTION 3.06. Voting Rights; Dividends and Interest.....................................................    10
</TABLE>

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<TABLE>
<S>                                                                                                          <C>
                                              ARTICLE IV

                                Security Interests in Personal Property

SECTION 4.01. Security Interest.........................................................................    12
SECTION 4.02. Representations and Warranties............................................................    13
SECTION 4.03. Covenants.................................................................................    15
SECTION 4.04. Other Actions.............................................................................    18
SECTION 4.05. Covenants Regarding Patent, Trademark and Copyright Collateral............................    20

                                               ARTICLE V

                                                Remedies

SECTION 5.01. Remedies Upon Default.....................................................................    22
SECTION 5.02. Application of Proceeds...................................................................    24
SECTION 5.03. Grant of License to Use Intellectual Property.............................................    24
SECTION 5.04. Securities Act............................................................................    25
SECTION 5.05. Registration..............................................................................    26

                                               ARTICLE VI

                                Indemnity, Subrogation and Subordination

SECTION 6.01. Indemnity and Subrogation.................................................................    26
SECTION 6.02. Contribution and Subrogation..............................................................    27
SECTION 6.03. Subordination.............................................................................    27

                                              ARTICLE VII

                                             Miscellaneous

SECTION 7.01. Notices...................................................................................    27
SECTION 7.02. Waivers; Amendment........................................................................    27
SECTION 7.03. Administrative Agent's Fees and Expenses; Indemnification.................................    28
SECTION 7.04. Successors and Assigns....................................................................    29
</TABLE>

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<TABLE>
<S>                                                                                                         <C>
SECTION 7.05. Survival of Agreement.....................................................................    29
SECTION 7.06. Counterparts; Effectiveness; Several Agreement............................................    29
SECTION 7.07. Severability..............................................................................    29
SECTION 7.08. Right of Set-Off..........................................................................    30
SECTION 7.09. Governing Law; Jurisdiction; Consent to Service of Process................................    30
SECTION 7.10. WAIVER OF JURY TRIAL......................................................................    31
SECTION 7.11. Headings..................................................................................    31
SECTION 7.12. Security Interest Absolute................................................................    31
SECTION 7.13. Termination or Release....................................................................    31
SECTION 7.14. Additional Subsidiaries...................................................................    32
SECTION 7.15. Administrative Agent Appointed Attorney-in-Fact...........................................    32
</TABLE>

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Schedules

Schedule I        --    Subsidiary Parties
Schedule II       --    Pledged Stock; Pledged Debt Securities
Schedule III      --    Intellectual Property
Schedule IV       --    Insurance Requirements

Exhibits

Exhibit I      --    Form of Supplement
Exhibit II     --    Form of Perfection Certificate

<PAGE>

                                    GUARANTEE AND COLLATERAL AGREEMENT dated as
                           of August 7, 2003, among EAGLEPICHER HOLDINGS, INC.,
                           EAGLEPICHER INCORPORATED, the Subsidiaries of
                           EAGLEPICHER INCORPORATED identified herein and HARRIS
                           TRUST AND SAVINGS BANK, as Administrative Agent.

                  Reference is made to the Credit Agreement dated as of August
7, 2003 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among EAGLEPICHER HOLDINGS, INC. ("Holdings"), EAGLEPICHER
INCORPORATED (the "Borrower"), the Lenders party thereto and HARRIS TRust AND
Savings Bank, as Administrative Agent. The Lenders have agreed to extend credit
to the Borrower subject to the terms and conditions set forth in the Credit
Agreement. The obligations of the Lenders to extend such credit are conditioned
upon, among other things, the execution and delivery of this Agreement. Holdings
and the Subsidiary Parties are Affiliates of the Borrower, will derive
substantial benefits from the extension of credit to the Borrower pursuant to
the Credit Agreement and are willing to execute and deliver this Agreement in
order to induce the Lenders to extend such credit. Accordingly, the parties
hereto agree as follows:

                                    ARTICLE I

                                   Definitions

                  SECTION 1.01. Credit Agreement. (a) Capitalized terms used in
this Agreement and not otherwise defined herein have the meanings specified in
the Credit Agreement. All terms defined in the New York UCC (as defined herein)
and not defined in this Agreement have the meanings specified therein; the term
"instrument" shall have the meaning specified in Article 9 of the New York UCC.

                  (b) The rules of construction specified in Section 1.03 of the
Credit Agreement also apply to this Agreement.

                  SECTION 1.02. Other Defined Terms. As used in this Agreement,
the following terms have the meanings specified below:

                  "Account Debtor" means any Person who is or becomes obligated
to any Grantor under, with respect to or on account of an Account.

                  "Article 9 Collateral" has the meaning assigned to such term
in Section 4.01.

                  "Collateral" means Article 9 Collateral and Pledged
Collateral.

                  "Copyright License" means any written agreement, now or
hereafter in effect, granting any right to any third party under any copyright
now or hereafter owned by any Grantor or that such Grantor otherwise has the
right to license, or granting any

<PAGE>
                                                                               2

right to any Grantor under any copyright now or hereafter owned by any third
party, and all rights of such Grantor under any such agreement.

                  "Copyrights" means all of the following now owned or hereafter
acquired by any Grantor: (a) all copyright rights in any work subject to the
copyright laws of the United States or any other country, whether as author,
assignee, transferee or otherwise, and (b) all registrations and applications
for registration of any such copyright in the United States or any other
country, including registrations, recordings, supplemental registrations and
pending applications for registration in the United States Copyright Office,
including those listed on Schedule III.

                  "Credit Agreement" has the meaning assigned to such term in
the preliminary statement of this Agreement.

                  "Federal Securities Laws" has the meaning assigned to such
term in Section 5.04.

                  "General Intangibles" means all choses in action and causes of
action and all other intangible personal property of every kind and nature
(other than Accounts) now owned or hereafter acquired by any Grantor, including
corporate or other business records, indemnification claims, contract rights
(including rights under leases, whether entered into as lessor or lessee, Swap
Agreements and other agreements), Intellectual Property, goodwill,
registrations, franchises, tax refund claims and any letter of credit,
guarantee, claim, security interest or other security held by or granted to any
Grantor to secure payment by an Account Debtor of any of the Accounts.

                  "Grantors" means Holdings, the Borrower and the Subsidiary
Parties.

                  "Guarantors" means Holdings and the Subsidiary Parties.

                  "Intellectual Property" means all intellectual and similar
property of every kind and nature now owned or hereafter acquired by any
Grantor, including inventions, designs, Patents, Copyrights, Licenses,
Trademarks, trade secrets, confidential or proprietary technical and business
information, know-how, show-how or other data or information, software and
databases and all embodiments or fixations thereof and related documentation,
registrations and franchises, and all additions, improvements and accessions to,
and books and records describing or used in connection with, any of the
foregoing.

                  "License" means any Patent License, Trademark License,
Copyright License or other license or sublicense agreement to which any Grantor
is a party, including those listed on Schedule III.

                  "Loan Document Obligations" means (a) the due and punctual
payment by the Borrower of (i) the principal of and interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such
proceeding) on the Loans, when and as due, whether at maturity, by acceleration,
upon one or more dates set for prepayment

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                                                                               3

or otherwise, (ii) each payment required to be made by the Borrower under the
Credit Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement of disbursements, interest thereon and
obligations to provide cash collateral and (iii) all other monetary obligations
of the Borrower to any of the Secured Parties under the Credit Agreement and
each of the other Loan Documents, including obligations to pay fees, expense
reimbursement obligations and indemnification obligations, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations accrued during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), (b) the due and punctual performance of all other
obligations of the Borrower under or pursuant to the Credit Agreement and each
of the other Loan Documents and (c) the due and punctual payment and performance
of all the obligations of each other Loan Party under or pursuant to this
Agreement and each of the other Loan Documents.

                  "New York UCC" means the Uniform Commercial Code as from time
to time in effect in the State of New York.

                  "Obligations" means the (a) Loan Document Obligations and (b)
due and punctual payment and performance of all obligations of each Loan Party
under each Swap Agreement that (i) is in effect on the Effective Date with a
counterparty that is a Lender or an Affiliate of a Lender as of the Effective
Date or (ii) is entered into after the Effective Date with any counterparty that
is a Lender or an Affiliate of a Lender at the time such Swap Agreement is
entered into.

                  "Patent License" means any written agreement, now or hereafter
in effect, granting to any third party any right to make, use or sell any
invention on which a patent, now or hereafter owned by any Grantor or that any
Grantor otherwise has the right to license, is in existence, or granting to any
Grantor any right to make, use or sell any invention on which a patent, now or
hereafter owned by any third party, is in existence, and all rights of any
Grantor under any such agreement.

                  "Patents" means all of the following now owned or hereafter
acquired by any Grantor: (a) all letters patent of the United States or the
equivalent thereof in any other country, all registrations and recordings
thereof, and all applications for letters patent of the United States or the
equivalent thereof in any other country, including registrations, recordings and
pending applications in the United States Patent and Trademark Office or any
similar offices in any other country, including those listed on Schedule III,
and (b) all reissues, continuations, divisions, continuations-in-part, renewals
or extensions thereof, and the inventions disclosed or claimed therein,
including the right to make, use and/or sell the inventions disclosed or claimed
therein.

                  "Pledged Collateral" has the meaning assigned to such term in
Section 3.01.

                  "Pledged Debt Securities" has the meaning assigned to such
term in Section 3.01.

<PAGE>
                                                                               4

                  "Pledged Securities" means any promissory notes, stock
certificates, membership interests or other securities now or hereafter included
in the Pledged Collateral, including all certificates, instruments or other
documents representing or evidencing any Pledged Collateral.

                  "Pledged Stock" has the meaning assigned to such term in
Section 3.01.

                  "Proceeds" has the meaning specified in Section 9-102 of the
New York UCC.

                  "Receivable" means an Account owing to the Borrower or any
Subsidiary (before its transfer to the Receivables Subsidiary), whether now
existing or hereafter arising, together with all cash collections and other cash
proceeds in respect of such Account, including all yield, finance charges or
other related amounts accruing in respect thereof.

                  "Related Security" means, with respect to any Receivable:

                  (a) all of the Borrower's or the applicable Subsidiary's
right, title and interest in and to any goods, the sale of which gave rise to
such Receivable;

                  (b) all security pledged, assigned, hypothecated or granted to
or held by the Borrower or the applicable Subsidiary to secure such Receivable;

                  (c) all guaranties, endorsements and indemnifications on, or
of, any Receivable or any of the foregoing (other than by the Borrower or any
Subsidiary that is not a Receivables Subsidiary);

                  (d) all powers of attorney for the execution of any evidence
of indebtedness or security or other writing in connection therewith;

                  (e) all books, records, ledger cards and invoices related to
such Receivable or any of the foregoing, whether maintained electronically, in
paper form or otherwise;

                  (f) all evidences of the filing of financing statements and
other statements and the registration of other instruments in connection
therewith and amendments thereto, notices to other creditors or secured parties,
and certificates from filing or other registration officers;

                  (g) all credit information, reports and memoranda relating
thereto;

                  (h) all other writings related thereto; and

                  (i) all proceeds of any of the foregoing.

                  "Secured Parties" means (a) the Lenders, (b) the
Administrative Agent, (c) the Issuing Bank, (d) each counterparty to any Swap
Agreement with a Loan Party the obligations under which constitute Obligations,
(e) the beneficiaries of each

<PAGE>
                                                                               5

indemnification obligation undertaken by any Loan Party under any Loan Document
and (f) the successors and assigns of each of the foregoing.

                  "Security Interest" has the meaning assigned to such term in
Section 4.01.

                  "Subsidiary Parties" means (a) the Subsidiaries identified on
Schedule I and (b) each other Subsidiary that becomes a party to this Agreement
as a Subsidiary Party after the Effective Date.

                  "Trademark License" means any written agreement, now or
hereafter in effect, granting to any third party any right to use any trademark
now or hereafter owned by any Grantor or that any Grantor otherwise has the
right to license, or granting to any Grantor any right to use any trademark now
or hereafter owned by any third party, and all rights of any Grantor under any
such agreement.

                  "Trademarks" means all of the following now owned or hereafter
acquired by any Grantor: (a) all trademarks, service marks, trade names,
corporate names, company names, business names, fictitious business names, trade
styles, trade dress, logos, other source or business identifiers, designs and
general intangibles of like nature, now existing or hereafter adopted or
acquired, all registrations and recordings thereof, and all registration and
recording applications filed in connection therewith, including registrations
and registration applications in the United States Patent and Trademark Office
or any similar offices in any State of the United States or any other country or
any political subdivision thereof, and all extensions or renewals thereof,
including those listed on Schedule III, (b) all goodwill associated therewith or
symbolized thereby and (c) all other assets, rights and interests that uniquely
reflect or embody such goodwill.

                                   ARTICLE II

                                   Guarantee

                  SECTION 2.01. Guarantee. Each Guarantor unconditionally
guarantees, jointly with the other Guarantors and severally, as a primary
obligor and not merely as a surety, the due and punctual payment and performance
of the Obligations. Each of the Guarantors further agrees that the Obligations
may be extended or renewed, in whole or in part, without notice to or further
assent from it, and that it will remain bound upon its guarantee notwithstanding
any extension or renewal of any Obligation. Each of the Guarantors waives
presentment to, demand of payment from and protest to the Borrower or any other
Loan Party of any of the Obligations, and also waives notice of acceptance of
its guarantee and notice of protest for nonpayment.

                  SECTION 2.02. Guarantee of Payment. Each of the Guarantors
further agrees that its guarantee hereunder constitutes a guarantee of payment
when due and not of collection, and waives any right to require that any resort
be had by the Administrative Agent or any other Secured Party to any security
held for the payment of the Obligations or to any balance of any deposit account
or credit on the books of the Administrative Agent or any other Secured Party in
favor of the Borrower or any other Person.

<PAGE>
                                                                               6

                  SECTION 2.03. No Limitations. (a) Except for termination of a
Guarantor's obligations hereunder as expressly provided in Section 7.13, the
obligations of each Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject
to any defense or set-off, counterclaim, recoupment or termination whatsoever by
reason of the invalidity, illegality or unenforceability of the Obligations or
otherwise. Without limiting the generality of the foregoing, the obligations of
each Guarantor hereunder shall not be discharged or impaired or otherwise
affected by (i) the failure of the Administrative Agent or any other Secured
Party to assert any claim or demand or to enforce any right or remedy under the
provisions of any Loan Document or otherwise, (ii) any rescission, waiver,
amendment or modification of, or any release from any of the terms or provisions
of, any Loan Document or any other agreement, including with respect to any
other Guarantor under this Agreement, (iii) the release of any security held by
the Administrative Agent or any other Secured Party for the Obligations or any
of them, (iv) any default, failure or delay, wilful or otherwise, in the
performance of the Obligations or (v) any other act or omission that may or
might in any manner or to any extent vary the risk of any Guarantor or otherwise
operate as a discharge of any Guarantor as a matter of law or equity (other than
the indefeasible payment in full in cash of all the Obligations). Each Guarantor
expressly authorizes the Secured Parties to take and hold security for the
payment and performance of the Obligations, to exchange, waive or release any or
all such security (with or without consideration), to enforce or apply such
security and direct the order and manner of any sale thereof in their sole
discretion or to release or substitute any one or more other guarantors or
obligors upon or in respect of the Obligations, all without affecting the
obligations of any Guarantor hereunder.

                  (b) To the fullest extent permitted by applicable law, each
Guarantor waives any defense based on or arising out of any defense of the
Borrower or any other Loan Party or the unenforceability of the Obligations or
any part thereof from any cause, or the cessation from any cause of the
liability of the Borrower or any other Loan Party, other than the indefeasible
payment in full in cash of all the Obligations. The Administrative Agent and the
other Secured Parties may, at their election, foreclose on any security held by
one or more of them by one or more judicial or nonjudicial sales, accept an
assignment of any such security in lieu of foreclosure, compromise or adjust any
part of the Obligations, make any other accommodation with the Borrower or any
other Loan Party or exercise any other right or remedy available to them against
the Borrower or any other Loan Party, without affecting or impairing in any way
the liability of any Guarantor hereunder except to the extent the Obligations
have been fully and indefeasibly paid in full in cash. To the fullest extent
permitted by applicable law, each Guarantor waives any defense arising out of
any such election even though such election operates, pursuant to applicable
law, to impair or to extinguish any right of reimbursement or subrogation or
other right or remedy of such Guarantor against the Borrower or any other Loan
Party, as the case may be, or any security.

                  SECTION 2.04. Reinstatement. Each of the Guarantors agrees
that its guarantee hereunder shall continue to be effective or be reinstated, as
the case may be, if at any time payment, or any part thereof, of any Obligation
is rescinded or must

<PAGE>
                                                                               7

otherwise be restored by the Administrative Agent or any other Secured Party
upon the bankruptcy or reorganization of the Borrower, any other Loan Party or
otherwise.

                  SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of
the foregoing and not in limitation of any other right that the Administrative
Agent or any other Secured Party has at law or in equity against any Guarantor
by virtue hereof, upon the failure of the Borrower or any other Loan Party to
pay any Obligation when and as the same shall become due, whether at maturity,
by acceleration, after notice of prepayment or otherwise, each Guarantor hereby
promises to and will forthwith pay, or cause to be paid, to the Administrative
Agent for distribution to the applicable Secured Parties in cash the amount of
such unpaid Obligation. Upon payment by any Guarantor of any sums to the
Administrative Agent as provided above, all rights of such Guarantor against the
Borrower or any other Loan Party arising as a result thereof by way of right of
subrogation, contribution, reimbursement, indemnity or otherwise shall in all
respects be subject to Article VI.

                  SECTION 2.06. Information. Each Guarantor assumes all
responsibility for being and keeping itself informed of the Borrower's and each
other Loan Party's financial condition and assets, and of all other
circumstances bearing upon the risk of nonpayment of the Obligations and the
nature, scope and extent of the risks that such Guarantor assumes and incurs
hereunder, and agrees that none of the Administrative Agent or the other Secured
Parties will have any duty to advise such Guarantor of information known to it
or any of them regarding such circumstances or risks.

                                  ARTICLE III

                              Pledge of Securities

                  SECTION 3.01. Pledge. As security for the payment or
performance, as the case may be, in full of the Obligations, each Grantor hereby
assigns and pledges to the Administrative Agent, its successors and assigns, for
the ratable benefit of the Secured Parties, and hereby grants to the
Administrative Agent, its successors and assigns, for the ratable benefit of the
Secured Parties, a security interest in, all of such Grantor's right, title and
interest in, to and under (a) the shares of capital stock and other Equity
Interests owned by it and listed on Schedule II and any other Equity Interests
obtained in the future by such Grantor and the certificates representing all
such Equity Interests (the "Pledged Stock"); provided that the Pledged Stock
shall not include more than 65% of the issued and outstanding voting Equity
Interests of any Foreign Subsidiary, (b)(i) the debt securities listed opposite
the name of such Grantor on Schedule II, (ii) any debt securities in the future
issued to such Grantor (other than debt securities constituting Receivables or
Related Security that, in each case, have been sold or are otherwise transferred
or otherwise required to be sold or transferred in connection with, or are
subject to any Liens created pursuant to or in accordance with, any Permitted
Receivables Financing) and (iii) the promissory notes and any other instruments
evidencing such debt securities (the "Pledged Debt Securities"), (c) all other
property that may be delivered to and held by the Administrative Agent pursuant
to the terms of this Section 3.01, (d) subject to Section 3.06, all payments of
principal or interest, dividends, cash,

<PAGE>
                                                                               8

instruments and other property from time to time received, receivable or
otherwise distributed in respect of, in exchange for or upon the conversion of,
and all other Proceeds received in respect of, the securities referred to in
clauses (a) and (b) above, (e) subject to Section 3.06, all rights and
privileges of such Grantor with respect to the securities and other property
referred to in clauses (a), (b), (c) and (d) above and (f) all Proceeds of any
of the foregoing (the items referred to in clauses (a) through (f) above being
collectively referred to as the "Pledged Collateral").

                  TO HAVE AND TO HOLD the Pledged Collateral, together with all
right, title, interest, powers, privileges and preferences pertaining or
incidental thereto, unto the Administrative Agent, its successors and assigns,
for the ratable benefit of the Secured Parties, forever; subject, however, to
the terms, covenants and conditions hereinafter set forth.

                  SECTION 3.02. Delivery of the Pledged Collateral. (a) Each
Grantor agrees promptly to deliver or cause to be delivered to the
Administrative Agent any and all Pledged Securities.

                  (b) Each Grantor will cause any Indebtedness for borrowed
money owed to such Grantor by any Person to be evidenced by a duly executed
promissory note that is pledged and delivered to the Administrative Agent
pursuant to the terms hereof.

                  (c) Upon delivery to the Administrative Agent, (i) any Pledged
Securities shall be accompanied by stock powers duly executed in blank or other
instruments of transfer satisfactory to the Administrative Agent and by such
other instruments and documents as the Administrative Agent may reasonably
request and (ii) all other property comprising part of the Pledged Collateral
shall be accompanied by proper instruments of assignment duly executed by the
applicable Grantor and such other instruments or documents as the Administrative
Agent may reasonably request. Each delivery of Pledged Securities shall be
accompanied by a schedule describing the securities, which schedule shall be
attached hereto as Schedule II and made a part hereof; provided that failure to
attach any such schedule hereto shall not affect the validity of such pledge of
such Pledged Securities. Each schedule so delivered shall supplement any prior
schedules so delivered.

                  SECTION 3.03. Representations, Warranties and Covenants. The
Grantors jointly and severally represent, warrant and covenant to and with the
Administrative Agent, for the benefit of the Secured Parties, that:

                  (a) Schedule II correctly sets forth the percentage of the
         issued and outstanding units of each class of the Equity Interests of
         the issuer thereof represented by the Pledged Stock and includes all
         Equity Interests, debt securities and promissory notes required to be
         pledged hereunder in order to satisfy the Collateral and Guarantee
         Requirement;

                  (b) the Pledged Stock and Pledged Debt Securities have been
         duly and validly authorized and issued by the issuers thereof and (i)
         in the case of Pledged

<PAGE>
                                                                               9

         Stock, are fully paid and nonassessable and (ii) in the case of Pledged
         Debt Securities, are legal, valid and binding obligations of the
         issuers thereof;

                  (c) except for the security interests granted hereunder, each
         of the Grantors (i) is and, subject to any transfers made in compliance
         with the Credit Agreement, will continue to be the direct owner,
         beneficially and of record, of the Pledged Securities indicated on
         Schedule II as owned by such Grantor, (ii) holds the same free and
         clear of all Liens, other than Liens created by this Agreement,
         Permitted Encumbrances and transfers made in compliance with the Credit
         Agreement, (iii) will make no assignment, pledge, hypothecation or
         transfer of, or create or permit to exist any security interest in or
         other Lien on, the Pledged Collateral, other than Liens created by this
         Agreement, Permitted Encumbrances and assignments, pledges,
         hypothecations and transfers made in compliance with the Credit
         Agreement and (iv) will defend its title or interest thereto or therein
         against any and all Liens (other than the Lien created by this
         Agreement and Permitted Encumbrances), however, arising, of all Persons
         whomsoever;

                  (d) except for restrictions and limitations imposed by the
         Loan Documents or securities laws generally, the Pledged Collateral is
         and will continue to be freely transferable and assignable, and none of
         the Pledged Collateral is or will be subject to any option, right of
         first refusal, shareholders agreement, charter or by-law provisions or
         contractual restriction of any nature that might prohibit, impair,
         delay or otherwise affect the pledge of such Pledged Collateral
         hereunder, the sale or disposition thereof pursuant hereto or the
         exercise by the Administrative Agent of rights and remedies hereunder;

                  (e) each of the Grantors has the power and authority to pledge
         the Pledged Collateral pledged by it hereunder in the manner hereby
         done or contemplated;

                  (f) no consent or approval of any Governmental Authority, any
         securities exchange or any other Person was or is necessary to the
         validity of the pledge effected hereby (other than such as have been
         obtained and are in full force and effect);

                  (g) by virtue of the execution and delivery by the Grantors of
         this Agreement, when any Pledged Securities are delivered to the
         Administrative Agent in accordance with this Agreement, the
         Administrative Agent will obtain a legal, valid and perfected lien upon
         and security interest in such Pledged Securities as security for the
         payment and performance of the Obligations; and

                  (h) the pledge effected hereby is effective to vest in the
         Administrative Agent, for the benefit of the Secured Parties, the
         rights of the Administrative Agent in the Pledged Collateral as set
         forth herein.

                  SECTION 3.04. Certification of Limited Liability Company and
Limited Partnership Interests. Each interest in any limited liability company or
limited partnership controlled by any Grantor and pledged hereunder shall be
represented by a

<PAGE>
                                                                              10

certificate, shall be a "security" within the meaning of Article 8 of the New
York UCC and shall be governed by Article 8 of the New York UCC.

                  SECTION 3.05. Registration in Nominee Name; Denominations. The
Administrative Agent, on behalf of the Secured Parties, shall have the right (in
its sole and absolute discretion) to hold the Pledged Securities in its own name
as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of
the applicable Grantor, endorsed or assigned in blank or in favor of the
Administrative Agent. Each Grantor will promptly give to the Administrative
Agent copies of any notices or other communications received by it with respect
to Pledged Securities registered in the name of such Grantor. The Administrative
Agent shall at all times have the right to exchange the certificates
representing Pledged Securities for certificates of smaller or larger
denominations for any purpose consistent with this Agreement.

                  SECTION 3.06. Voting Rights; Dividends and Interest. (a)
Unless and until an Event of Default shall have occurred and be continuing and
the Administrative Agent shall have notified the Grantors that their rights
under this Section 3.06 are being suspended:

                  (i) Each Grantor shall be entitled to exercise any and all
         voting and/or other consensual rights and powers inuring to an owner of
         Pledged Securities or any part thereof for any purpose consistent with
         the terms of this Agreement, the Credit Agreement and the other Loan
         Documents; provided that such rights and powers shall not be exercised
         in any manner that could materially and adversely affect the rights
         inuring to a holder of any Pledged Securities or the rights and
         remedies of any of the Administrative Agent or the other Secured
         Parties under this Agreement or the Credit Agreement or any other Loan
         Document or the ability of the Secured Parties to exercise the same.

                  (ii) The Administrative Agent shall execute and deliver to
         each Grantor, or cause to be executed and delivered to such Grantor,
         all such proxies, powers of attorney and other instruments as such
         Grantor may reasonably request for the purpose of enabling such Grantor
         to exercise the voting and/or consensual rights and powers it is
         entitled to exercise pursuant to subparagraph (i) above.

                  (iii) Each Grantor shall be entitled to receive and retain any
         and all dividends, interest, principal and other distributions paid on
         or distributed in respect of the Pledged Securities to the extent and
         only to the extent that such dividends, interest, principal and other
         distributions are permitted by, and otherwise paid or distributed in
         accordance with, the terms and conditions of the Credit Agreement, the
         other Loan Documents and applicable laws; provided that any noncash
         dividends, interest, principal or other distributions that would
         constitute Pledged Stock or Pledged Debt Securities, whether resulting
         from a subdivision, combination or reclassification of the outstanding
         Equity Interests of the issuer of any Pledged Securities or received in
         exchange for Pledged Securities or any part thereof, or in redemption
         thereof, or as a result of any merger, consolidation, acquisition or
         other exchange of assets to which such

<PAGE>
                                                                              11

         issuer may be a party or otherwise, shall be and become part of the
         Pledged Collateral, and, if received by any Grantor, shall not be
         commingled by such Grantor with any of its other funds or property but
         shall be held separate and apart therefrom, shall be held in trust for
         the benefit of the Administrative Agent and shall be forthwith
         delivered to the Administrative Agent in the same form as so received
         (with any necessary endorsement).

                  (b) Upon the occurrence and during the continuance of an Event
of Default, after the Administrative Agent shall have notified the Grantors of
the suspension of their rights under paragraph (a)(iii) of this Section 3.06,
then all rights of any Grantor to dividends, interest, principal or other
distributions that such Grantor is authorized to receive pursuant to paragraph
(a)(iii) of this Section 3.06 shall cease, and all such rights shall thereupon
become vested in the Administrative Agent, which shall have the sole and
exclusive right and authority to receive and retain such dividends, interest,
principal or other distributions. All dividends, interest, principal or other
distributions received by any Grantor contrary to the provisions of this Section
3.06 shall be held in trust for the benefit of the Administrative Agent, shall
be segregated from other property or funds of such Grantor and shall be
forthwith delivered to the Administrative Agent upon demand in the same form as
so received (with any necessary endorsement). Any and all money and other
property paid over to or received by the Administrative Agent pursuant to the
provisions of this paragraph (b) shall be retained by the Administrative Agent
in an account to be established by the Administrative Agent upon receipt of such
money or other property and shall be applied in accordance with the provisions
of Section 5.02. After all Events of Default have been cured or waived and the
Borrower has delivered to the Administrative Agent a certificate to that effect,
the Administrative Agent shall, promptly repay to each Grantor (without
interest) all dividends, interest, principal or other distributions that such
Grantor would otherwise be permitted to retain pursuant to the terms of
paragraph (a)(iii) of this Section 3.06 and that remain in such account.

                  (c) Upon the occurrence and during the continuance of an Event
of Default, after the Administrative Agent shall have notified the Grantors of
the suspension of their rights under paragraph (a)(i) of this Section 3.06, then
all rights of any Grantor to exercise the voting and consensual rights and
powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section
3.06, and the obligations of the Administrative Agent under paragraph (a)(ii) of
this Section 3.06, shall cease, and all such rights shall thereupon become
vested in the Administrative Agent, which shall have the sole and exclusive
right and authority to exercise such voting and consensual rights and powers;
provided that, unless otherwise directed by the Required Lenders, the
Administrative Agent shall have the right from time to time following and during
the continuance of an Event of Default to permit the Grantors to exercise such
rights.

                  (d) Any notice given by the Administrative Agent to the
Grantors suspending their rights under paragraph (a) of this Section 3.06 (i)
may be given by telephone if promptly confirmed in writing, (ii) may be given to
one or more of the Grantors at the same or different times and (iii) may suspend
the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) in part
without suspending all such rights (as specified by the Administrative Agent in
its sole and absolute discretion) and without

<PAGE>
                                                                              12

waiving or otherwise affecting the Administrative Agent's rights to give
additional notices from time to time suspending other rights so long as an Event
of Default has occurred and is continuing.

                                   ARTICLE IV

                     Security Interests in Personal Property

                  SECTION 4.01. Security Interest. (a) As security for the
payment or performance, as the case may be, in full of the Obligations, each
Grantor hereby assigns and pledges to the Administrative Agent, its successors
and assigns, for the benefit of the Secured Parties, and hereby grants to the
Administrative Agent, its successors and assigns, for the benefit of the Secured
Parties, a security interest (the "Security Interest") in, all right, title or
interest in or to any and all of the following assets and properties now owned
or at any time hereafter acquired by such Grantor or in which such Grantor now
has or at any time in the future may acquire any right, title or interest
(collectively, the "Article 9 Collateral"):

                  (i) all Accounts;

                  (ii) all Chattel Paper;

                  (iii) all Deposit Accounts;

                  (iv) all Documents;

                  (v) all Equipment;

                  (vi) all General Intangibles;

                  (vii) all Instruments;

                  (viii) all Inventory;

                  (ix) all Investment Property;

                  (x) Letter-of-Credit rights;

                  (xi) commercial tort claims;

                  (xii) all books and records pertaining to the Article 9
         Collateral; and

                  (xiii) to the extent not otherwise included, all Proceeds and
         products of any and all of the foregoing and all collateral security
         and guarantees given by any Person with respect to any of the
         foregoing.

                  Notwithstanding the foregoing, the term "Article 9 Collateral"
shall not include any Receivables or Related Security that, in each case, have
been sold or are otherwise transferred or otherwise required to be sold or
transferred in connection with,

<PAGE>
                                                                              13

or are subject to any Liens created pursuant to or in accordance with, any
Permitted Receivables Financing.

                  (b) Each Grantor hereby irrevocably authorizes the
Administrative Agent at any time and from time to time to file in any relevant
jurisdiction any initial financing statements (including fixture filings) with
respect to the Article 9 Collateral or any part thereof and amendments thereto
that contain the information required by Article 9 of the Uniform Commercial
Code of each applicable jurisdiction for the filing of any financing statement
or amendment, including (a) whether such Grantor is an organization, the type of
organization and any organizational identification number issued to such Grantor
and (b) in the case of a financing statement filed as a fixture filing or
covering Article 9 Collateral constituting minerals or the like to be extracted
or timber to be cut, a sufficient description of the real property to which such
Article 9 Collateral relates. Each Grantor agrees to provide such information to
the Administrative Agent promptly upon request.

                  Each Grantor also ratifies its authorization for the
Administrative Agent to file in any relevant jurisdiction any initial financing
statements or amendments thereto if filed prior to the date hereof.

                  The Administrative Agent is further authorized to file with
the United States Patent and Trademark Office or United States Copyright Office
(or any successor office or any similar office in any other country) such
documents as may be necessary or advisable for the purpose of perfecting,
confirming, continuing, enforcing or protecting the Security Interest granted by
each Grantor, without the signature of any Grantor, and naming any Grantor or
the Grantors as debtors and the Administrative Agent as secured party.

                  (c) The Security Interest is granted as security only and
shall not subject the Administrative Agent or any other Secured Party to, or in
any way alter or modify, any obligation or liability of any Grantor with respect
to or arising out of the Article 9 Collateral.

                  SECTION 4.02. Representations and Warranties. The Grantors
jointly and severally represent and warrant to the Administrative Agent and the
Secured Parties that:

                  (a) Each Grantor has good and valid rights in and title to the
Article 9 Collateral with respect to which it has purported to grant a Security
Interest hereunder and has full power and authority to grant to the
Administrative Agent the Security Interest in such Article 9 Collateral pursuant
hereto and to execute, deliver and perform its obligations in accordance with
the terms of this Agreement, without the consent or approval of any other Person
other than any consent or approval that has been obtained.

                  (b) The Perfection Certificate has been duly prepared,
completed and executed and the information set forth therein, including the
exact legal name of each Grantor, is correct and complete as of the Effective
Date. The Uniform Commercial Code financing statements (including fixture
filings, as applicable) or other appropriate

<PAGE>
                                                                              14

filings, recordings or registrations prepared by the Administrative Agent based
upon the information provided to the Administrative Agent in the Perfection
Certificate for filing in each governmental, municipal or other office specified
in Schedule 5 to the Perfection Certificate (or specified by notice from the
Borrower to the Administrative Agent after the Effective Date in the case of
filings, recordings or registrations required by Section 5.03(a) or 5.12 of the
Credit Agreement), are all the filings, recordings and registrations (other than
filings required to be made in the United States Patent and Trademark Office and
the United States Copyright Office in order to perfect the Security Interest in
Article 9 Collateral consisting of United States Patents, Trademarks and
Copyrights) that are necessary to publish notice of and protect the validity of
and to establish a legal, valid and perfected security interest in favor of the
Administrative Agent (for the benefit of the Secured Parties) in respect of all
Article 9 Collateral in which the Security Interest may be perfected by filing,
recording or registration in the United States (or any political subdivision
thereof) and its territories and possessions, and no further or subsequent
filing, refiling, recording, rerecording, registration or reregistration is
necessary in any such jurisdiction, except as provided under applicable law with
respect to the filing of continuation statements. Each Grantor shall ensure that
a fully executed agreement in the form hereof and containing a description of
all Article 9 Collateral consisting of Intellectual Property shall have been
received and recorded within three months after the execution of this Agreement
with respect to United States Patents and United States registered Trademarks
(and Trademarks for which United States registration applications are pending)
and within one month after the execution of this Agreement with respect to
United States registered Copyrights have been delivered to the Administrative
Agent for recording by the United States Patent and Trademark Office and the
United States Copyright Office pursuant to 35 U.S.C. Section 261, 15 U.S.C.
Section 1060 or 17 U.S.C. Section 205 and the regulations thereunder, as
applicable, to protect the validity of and to establish a legal, valid and
perfected security interest in favor of the Administrative Agent (for the
benefit of the Secured Parties) in respect of all Article 9 Collateral
consisting of Patents, Trademarks and Copyrights in which a security interest
may be perfected by filing, recording or registration in the United States (or
any political subdivision thereof) and its territories and possessions, and no
further or subsequent filing, refiling, recording, rerecording, registration or
reregistration is necessary (other than such actions as are necessary to perfect
the Security Interest with respect to any Article 9 Collateral consisting of
Patents, Trademarks and Copyrights (or registration or application for
registration thereof) acquired or developed after the date hereof).

                  (c) The Security Interest constitutes (i) a legal and valid
security interest in all the Article 9 Collateral securing the payment and
performance of the Obligations, (ii) subject to the filings described in Section
4.02(b), a perfected security interest in all Article 9 Collateral in which a
security interest may be perfected by filing, recording or registering a
financing statement or analogous document in the United States (or any political
subdivision thereof) and its territories and possessions pursuant to the Uniform
Commercial Code and (iii) a security interest that shall be perfected in all
Article 9 Collateral in which a security interest may be perfected upon the
receipt and recording of this Agreement with the United States Patent and
Trademark Office and the United States Copyright Office, as applicable, within
the three-month period (commencing as of the

<PAGE>
                                                                              15

date hereof) pursuant to 35 U.S.C. Section 261 or 15 U.S.C. Section 1060 or the
one month period (commencing as of the date hereof) pursuant to 17 U.S.C.
Section 205. The Security Interest is and shall be prior to any other Lien on
any of the Article 9 Collateral, other than Permitted Encumbrances that have
priority as a matter of law and Liens expressly permitted to be prior to the
Security Interest pursuant to Section 6.02 of the Credit Agreement.

                  (d) The Article 9 Collateral is owned by the Grantors free and
clear of any Lien, except for Liens expressly permitted pursuant to Section 6.02
of the Credit Agreement. None of the Grantors has filed or consented to the
filing of (i) any financing statement or analogous document under the Uniform
Commercial Code or any other applicable laws covering any Article 9 Collateral,
(ii) any assignment in which any Grantor assigns any Collateral or any security
agreement or similar instrument covering any Article 9 Collateral with the
United States Patent and Trademark Office or the United States Copyright Office
or (iii) any assignment in which any Grantor assigns any Article 9 Collateral or
any security agreement or similar instrument covering any Article 9 Collateral
with any foreign governmental, municipal or other office, which financing
statement or analogous document, assignment, security agreement or similar
instrument is still in effect, except, in each case, for Liens expressly
permitted pursuant to Section 6.02 of the Credit Agreement.

                  SECTION 4.03. Covenants. (a) Each Grantor agrees to maintain,
at its own cost and expense, such complete and accurate records with respect to
the Article 9 Collateral owned by it as is consistent with its current practices
and in accordance with such prudent and standard practices used in industries
that are the same as or similar to those in which such Grantor is engaged, which
shall in any event include complete accounting records indicating all payments
and proceeds received with respect to any part of the Article 9 Collateral, and,
at such time or times as the Administrative Agent may reasonably request,
promptly to prepare and deliver to the Administrative Agent a duly certified
schedule or schedules in form and detail satisfactory to the Administrative
Agent showing the identity, amount and location of any and all Article 9
Collateral.

                  (b) Each Grantor shall, at its own expense, take any and all
actions necessary to defend title to the Article 9 Collateral against all
Persons and to defend the Security Interest of the Administrative Agent in the
Article 9 Collateral and the priority thereof against any Lien not expressly
permitted pursuant to Section 6.02 of the Credit Agreement.

                  (c) Each Grantor agrees, at its own expense, to execute,
acknowledge, deliver and cause to be duly filed all such further instruments and
documents and take all such actions as the Administrative Agent may from time to
time reasonably request to better assure, preserve, protect and perfect the
Security Interest and the rights and remedies created hereby, including the
payment of any fees and taxes required in connection with the execution and
delivery of this Agreement, the granting of the Security Interest and the filing
of any financing statements (including fixture filings) or other documents in
connection herewith or therewith. If any amount payable under or in connection
with any of the Article 9 Collateral shall be or become evidenced by any

<PAGE>
                                                                              16

promissory note or other instrument, such note or instrument shall be
immediately pledged and delivered to the Administrative Agent, duly endorsed in
a manner satisfactory to the Administrative Agent.

                  Without limiting the generality of the foregoing, each Grantor
hereby authorizes the Administrative Agent, with prompt notice thereof to the
Grantors, to supplement this Agreement by supplementing Schedule III or adding
additional schedules hereto to specifically identify any asset or item that may
constitute Copyrights, Licenses, Patents or Trademarks; provided that any
Grantor shall have the right, exercisable within 10 days after it has been
notified by the Administrative Agent of the specific identification of such
Collateral, to advise the Administrative Agent in writing of any inaccuracy of
the representations and warranties made by such Grantor hereunder with respect
to such Collateral. Each Grantor agrees that it will use its best efforts to
take such action as shall be necessary in order that all representations and
warranties hereunder shall be true and correct with respect to such Collateral
within 30 days after the date it has been notified by the Administrative Agent
of the specific identification of such Collateral.

                  (d) The Administrative Agent and such Persons as the
Administrative Agent may reasonably designate shall have the right, at the
Grantors' own cost and expense, upon reasonable notice and during normal
business hours, to inspect the Article 9 Collateral, all records related thereto
(and to make extracts and copies from such records) and the premises upon which
any of the Article 9 Collateral is located, to discuss the Grantors' affairs
with the officers of the Grantors and their independent accountants and to
verify under reasonable procedures, in accordance with Section 5.03 of the
Credit Agreement, the validity, amount, quality, quantity, value, condition and
status of, or any other matter relating to, the Article 9 Collateral, including,
in the case of Accounts or Article 9 Collateral in the possession of any third
person, by contacting Account Debtors or the third person possessing such
Article 9 Collateral for the purpose of making such a verification. The
Administrative Agent shall have the absolute right to share any information it
gains from such inspection or verification with any Secured Party.

                  (e) At its option, the Administrative Agent may discharge past
due taxes, assessments, charges, fees, Liens, security interests or other
encumbrances at any time levied or placed on the Article 9 Collateral and not
permitted pursuant to Section 6.02 of the Credit Agreement, and may pay for the
maintenance and preservation of the Article 9 Collateral to the extent any
Grantor fails to do so as required by the Credit Agreement or this Agreement,
and each Grantor jointly and severally agrees to reimburse the Administrative
Agent on demand for any payment made or any expense incurred by the
Administrative Agent pursuant to the foregoing authorization; provided that
nothing in this paragraph shall be interpreted as excusing any Grantor from the
performance of, or imposing any obligation on the Administrative Agent or any
Secured Party to cure or perform, any covenants or other promises of any Grantor
with respect to taxes, assessments, charges, fees, Liens, security interests or
other encumbrances and maintenance as set forth herein or in the other Loan
Documents.

<PAGE>
                                                                              17

                  (f) If at any time any Grantor shall take a security interest
in any property of an Account Debtor or any other Person to secure payment and
performance of an Account, such Grantor shall promptly assign such security
interest to the Administrative Agent. Such assignment need not be filed of
public record unless necessary to continue the perfected status of the security
interest against creditors of and transferees from the Account Debtor or other
Person granting the security interest.

                  (g) Each Grantor shall remain liable to observe and perform
all the conditions and obligations to be observed and performed by it under each
contract, agreement or instrument relating to the Article 9 Collateral, all in
accordance with the terms and conditions thereof, and each Grantor jointly and
severally agrees to indemnify and hold harmless the Administrative Agent and the
Secured Parties from and against any and all liability for such performance.

                  (h) None of the Grantors shall make or permit to be made an
assignment, pledge or hypothecation of the Article 9 Collateral or shall grant
any other Lien in respect of the Article 9 Collateral, except as permitted by
the Credit Agreement. None of the Grantors shall make or permit to be made any
transfer of the Article 9 Collateral and each Grantor shall remain at all times
in possession of the Article 9 Collateral owned by it, except that unless and
until the Administrative Agent shall notify the Grantors that an Event of
Default shall have occurred and be continuing and that during the continuance
thereof the Grantors shall not sell, convey, lease, assign, transfer or
otherwise dispose of any Article 9 Collateral (which notice may be given by
telephone if promptly confirmed in writing), the Grantors may use and dispose of
the Article 9 Collateral in any lawful manner not inconsistent with the
provisions of this Agreement, the Credit Agreement or any other Loan Document.
Without limiting the generality of the foregoing, each Grantor agrees that it
shall not permit any Inventory to be in the possession or control of any
warehouseman, agent, bailee, or processor at any time unless such warehouseman,
bailee, agent or processor shall have been notified of the Security Interest and
shall have acknowledged in writing, in form and substance reasonably
satisfactory to the Administrative Agent, that such warehouseman, agent, bailee
or processor holds the Inventory for the benefit of the Administrative Agent
subject to the Security Interest and shall act upon the instructions of the
Administrative Agent without further consent from the Grantor, and that such
warehouseman, agent, bailee or processor further agrees to waive and release any
Lien held by it with respect to such Inventory, whether arising by operation of
law or otherwise.

                  (i) None of the Grantors will, without the Administrative
Agent's prior written consent, grant any extension of the time of payment of any
Accounts included in the Article 9 Collateral, compromise, compound or settle
the same for less than the full amount thereof, release, wholly or partly, any
Person liable for the payment thereof or allow any credit or discount whatsoever
thereon, other than extensions, compromises, settlements, releases, credits or
discounts granted or made in the ordinary course of business and consistent with
its current practices and in accordance with such prudent and standard practice
used in industries that are the same as or similar to those in which such
Grantor is engaged.

<PAGE>
                                                                              18

                  (j) The Grantors, at their own expense, shall maintain or
cause to be maintained insurance covering physical loss or damage to the
Inventory and Equipment in accordance with the requirements set forth in
Schedule IV hereto and Section 5.07 of the Credit Agreement. Each Grantor
irrevocably makes, constitutes and appoints the Administrative Agent (and all
officers, employees or agents designated by the Administrative Agent) as such
Grantor's true and lawful agent (and attorney-in-fact) for the purpose, during
the continuance of an Event of Default, of making, settling and adjusting claims
in respect of Article 9 Collateral under policies of insurance, endorsing the
name of such Grantor on any check, draft, instrument or other item of payment
for the proceeds of such policies of insurance and for making all determinations
and decisions with respect thereto. In the event that any Grantor at any time or
times shall fail to obtain or maintain any of the policies of insurance required
hereby or to pay any premium in whole or part relating thereto, the
Administrative Agent may, without waiving or releasing any obligation or
liability of the Grantors hereunder or any Event of Default, in its sole
discretion, obtain and maintain such policies of insurance and pay such premiums
and take any other actions with respect thereto as the Administrative Agent
deems advisable. All sums disbursed by the Administrative Agent in connection
with this paragraph, including reasonable attorneys' fees, court costs, expenses
and other charges relating thereto, shall be payable, upon demand, by the
Grantors to the Administrative Agent and shall be additional Obligations secured
hereby.

                  (k) Each Grantor shall maintain, in form and manner reasonably
satisfactory to the Administrative Agent, records of its Chattel Paper and its
books, records and documents evidencing or pertaining thereto.

                  SECTION 4.04. Other Actions. In order to further insure the
attachment, perfection and priority of, and the ability of the Administrative
Agent to enforce, the Security Interest, each Grantor agrees, in each case at
such Grantor's own expense, to take the following actions with respect to the
following Article 9 Collateral:

                  (a) Instruments. If any Grantor shall at any time hold or
         acquire any Instruments, such Grantor shall forthwith endorse, assign
         and deliver the same to the Administrative Agent, accompanied by such
         instruments of transfer or assignment duly executed in blank as the
         Administrative Agent may from time to time reasonably request.

                  (b) Deposit Accounts. For each deposit account that any
         Grantor at any time opens or maintains, such Grantor shall, either (i)
         cause the depositary bank to agree to comply with instructions from the
         Administrative Agent to such depositary bank directing the disposition
         of funds from time to time credited to such deposit account, without
         further consent of such Grantor or any other Person, pursuant to an
         agreement in a form reasonably satisfactory to the Administrative
         Agent, or (ii) arrange for the Administrative Agent to become the
         customer of the depositary bank with respect to the deposit account,
         with the Grantor being permitted, only with the consent of the
         Administrative Agent, to exercise rights to withdraw funds from such
         deposit account. The provisions of this paragraph shall not apply to
         (A) any deposit account for which any Grantor, the depositary bank

<PAGE>
                                                                              19

         and the Administrative Agent have entered into a cash collateral
         agreement specially negotiated among such Grantor, the depositary bank
         and the Administrative Agent for the specific purpose set forth therein
         and (B) deposit accounts for which the Administrative Agent is the
         depositary.

                  (c) Investment Property. Except to the extent otherwise
         provided in Article III, if any Grantor shall at any time hold or
         acquire any certificated securities, such Grantor shall forthwith
         endorse, assign and deliver the same to the Administrative Agent,
         accompanied by such instruments of transfer or assignment duly executed
         in blank as the Administrative Agent may from time to time specify. If
         any securities now or hereafter acquired by any Grantor are
         uncertificated and are issued to such Grantor or its nominee directly
         by the issuer thereof, such Grantor shall immediately notify the
         Administrative Agent thereof and, at the Administrative Agent's request
         and option, pursuant to an agreement in form and substance reasonably
         satisfactory to the Administrative Agent, either (i) cause the issuer
         to agree to comply with instructions from the Administrative Agent as
         to such securities, without further consent of any Grantor or such
         nominee, or (ii) arrange for the Administrative Agent to become the
         registered owner of the securities. If any securities, whether
         certificated or uncertificated, or other investment property now or
         hereafter acquired by any Grantor are held by such Grantor or its
         nominee through a securities intermediary or commodity intermediary,
         such Grantor shall immediately notify the Administrative Agent thereof
         and, at the Administrative Agent's request and option, pursuant to an
         agreement in form and substance reasonably satisfactory to the
         Administrative Agent, either (i) cause such securities intermediary or
         (as the case may be) commodity intermediary to agree to comply with
         entitlement orders or other instructions from the Administrative Agent
         to such securities intermediary as to such security entitlements, or
         (as the case may be) to apply any value distributed on account of any
         commodity contract as directed by the Administrative Agent to such
         commodity intermediary, in each case without further consent of any
         Grantor or such nominee, or (ii) in the case of Financial Assets or
         other Investment Property held through a securities intermediary,
         arrange for the Administrative Agent to become the entitlement holder
         with respect to such investment property, with the Grantor being
         permitted, only with the consent of the Administrative Agent, to
         exercise rights to withdraw or otherwise deal with such investment
         property. The Administrative Agent agrees with each of the Grantors
         that the Administrative Agent shall not give any such entitlement
         orders or instructions or directions to any such issuer, securities
         intermediary or commodity intermediary, and shall not withhold its
         consent to the exercise of any withdrawal or dealing rights by any
         Grantor, unless an Event of Default has occurred and is continuing, or,
         after giving effect to any such investment and withdrawal rights would
         occur. The provisions of this paragraph shall not apply to any
         financial assets credited to a securities account for which the
         Administrative Agent is the securities intermediary.

                  (d) Electronic Chattel Paper and Transferable Records. If any
         Grantor at any time holds or acquires an interest in any electronic
         chattel paper or any

<PAGE>
                                                                              20

         "transferable record," as that term is defined in Section 201 of the
         Federal Electronic Signatures in Global and National Commerce Act, or
         in Section 16 of the Uniform Electronic Transactions Act as in effect
         in any relevant jurisdiction, such Grantor shall promptly notify the
         Administrative Agent thereof and, at the request of the Administrative
         Agent, shall take such action as the Administrative Agent may
         reasonably request to vest in the Administrative Agent control under
         New York UCC Section 9-105 of such electronic chattel paper or control
         under Section 201 of the Federal Electronic Signatures in Global and
         National Commerce Act or, as the case may be, Section 16 of the Uniform
         Electronic Transactions Act, as so in effect in such jurisdiction, of
         such transferable record. The Administrative Agent agrees with such
         Grantor that the Administrative Agent will arrange, pursuant to
         procedures reasonably satisfactory to the Administrative Agent and so
         long as such procedures will not result in the Administrative Agent's
         loss of control, for the Grantor to make alterations to the electronic
         chattel paper or transferable record permitted under UCC Section 9-105
         or, as the case may be, Section 201 of the Federal Electronic
         Signatures in Global and National Commerce Act or Section 16 of the
         Uniform Electronic Transactions Act for a party in control to allow
         without loss of control, unless an Event of Default has occurred and is
         continuing or would occur after taking into account any action by such
         Grantor with respect to such electronic chattel paper or transferable
         record.

                  (e) Letter-of-Credit Rights. If any Grantor is at any time a
         beneficiary under a letter of credit now or hereafter issued in favor
         of such Grantor, such Grantor shall promptly notify the Administrative
         Agent thereof and, at the request and option of the Administrative
         Agent, such Grantor shall, pursuant to an agreement in form and
         substance reasonably satisfactory to the Administrative Agent, either
         (i) arrange for the issuer and any confirmer of such letter of credit
         to consent to an assignment to the Administrative Agent of the proceeds
         of any drawing under the letter of credit or (ii) arrange for the
         Administrative Agent to become the transferee beneficiary of the letter
         of credit, with the Administrative Agent agreeing, in each case, that
         the proceeds of any drawing under the letter of credit are to be paid
         to the applicable Grantor unless an Event of Default has occurred or is
         continuing.

                  (f) Commercial Tort Claims. If any Grantor shall at any time
         hold or acquire a commercial tort claim in an amount reasonably
         estimated to exceed $1,000,000, such Grantor shall promptly notify the
         Administrative Agent thereof in a writing signed by such Grantor
         including a summary description of such claim and grant to the
         Administrative Agent in such writing a security interest therein and in
         the proceeds thereof, all upon the terms of this Agreement, with such
         writing to be in form and substance reasonably satisfactory to the
         Administrative Agent.

                  SECTION 4.05. Covenants Regarding Patent, Trademark and
Copyright Collateral. (a) Each Grantor agrees that it will not, do any act or
omit do to any act (and will exercise commercially reasonable efforts to prevent
its licensees from doing any act

<PAGE>
                                                                              21

as omitting to do any act) whereby any Patent that is material to the conduct of
such Grantor's business may become invalidated or dedicated to the public, and
agrees that it shall continue to mark any products covered by a Patent with the
relevant patent number as necessary and sufficient to establish and preserve its
maximum rights under applicable patent laws.

                  (b) Each Grantor (either itself or through its licensees or
its sublicensees) will, for each Trademark material to the conduct of such
Grantor's business, (i) maintain such Trademark in full force free from any
claim of abandonment or invalidity for non-use, (ii) maintain the quality of
products and services offered under such Trademark, (iii) display such Trademark
with notice of Federal or foreign registration to the extent necessary and
sufficient to establish and preserve its maximum rights under applicable law and
(iv) not knowingly use or knowingly permit the use of such Trademark in
violation of any third party rights.

                  (c) Each Grantor (either itself or through its licensees or
sublicensees) will, for each work covered by a material Copyright, continue to
publish, reproduce, display, adopt and distribute the work with appropriate
copyright notice as necessary and sufficient to establish and preserve its
maximum rights under applicable copyright laws.

                  (d) Each Grantor shall notify the Administrative Agent
promptly if it knows or has reason to know that any Patent, Trademark or
Copyright material to the conduct of its business may become abandoned, lost or
dedicated to the public, or of any materially adverse determination or
development (including the institution of, or any such determination or
development in, any proceeding in the United States Patent and Trademark Office,
United States Copyright Office or any court or similar office of any country)
regarding such Grantor's ownership of any Patent, Trademark or Copyright, its
right to register the same, or its right to keep and maintain the same.

                  (e) In no event shall any Grantor, either itself or through
any agent, employee, licensee or designee, file an application for any Patent,
Trademark or Copyright (or for the registration of any Trademark or Copyright)
with the United States Patent and Trademark Office, United States Copyright
Office or any office or agency in any political subdivision of the United States
or in any other country or any political subdivision thereof, unless it promptly
informs the Administrative Agent, and, upon request of the Administrative Agent,
executes and delivers any and all agreements, instruments, documents and papers
as the Administrative Agent may reasonably request to evidence the
Administrative Agent's security interest in such Patent, Trademark or Copyright,
and each Grantor hereby appoints the Administrative Agent as its
attorney-in-fact to execute and file such writings for the foregoing purposes,
all acts of such attorney being hereby ratified and confirmed; such power, being
coupled with an interest, is irrevocable.

                  (f) Each Grantor will take all necessary steps that are
consistent with the practice in any proceeding before the United States Patent
and Trademark Office, United States Copyright Office or any office or agency in
any political subdivision of the United States or in any other country or any
political subdivision thereof, to maintain and pursue

<PAGE>
                                                                              22

each material application relating to the Patents, Trademarks and/or Copyrights
(and to obtain the relevant grant or registration) and to maintain each issued
Patent and each registration of the Trademarks and Copyrights that is material
to the conduct of any Grantor's business, including timely filings of
applications for renewal, affidavits of use, affidavits of incontestability and
payment of maintenance fees, and, if consistent with good business judgment, to
initiate opposition, interference and cancelation proceedings against third
parties.

                  (g) In the event that any Grantor has reason to believe that
any Article 9 Collateral consisting of a Patent, Trademark or Copyright material
to the conduct of any Grantor's business has been or is about to be infringed,
misappropriated or diluted by a third party, such Grantor promptly shall notify
the Administrative Agent and shall, if consistent with good business judgment,
promptly sue for infringement, misappropriation or dilution and to recover any
and all damages for such infringement, misappropriation or dilution, and take
such other actions as are appropriate under the circumstances to protect such
Article 9 Collateral.

                  (h) Upon and during the continuance of an Event of Default,
each Grantor shall use its best efforts to obtain all requisite consents or
approvals by the licensor of each Copyright License, Patent License or Trademark
License to effect the assignment of all such Grantor's right, title and interest
thereunder to the Administrative Agent or its designee.

                                    ARTICLE V

                                    Remedies

                  SECTION 5.01. Remedies Upon Default. Upon the occurrence and
during the continuance of an Event of Default, each Grantor agrees to deliver
each item of Collateral to the Administrative Agent on demand, and it is agreed
that the Administrative Agent shall have the right to take any of or all the
following actions at the same or different times: (a) with respect to any
Article 9 Collateral consisting of Intellectual Property, on demand, to cause
the Security Interest to become an assignment, transfer and conveyance of any of
or all such Article 9 Collateral by the applicable Grantors to the
Administrative Agent, or to license or sublicense, whether general, special or
otherwise, and whether on an exclusive or nonexclusive basis, any such Article 9
Collateral throughout the world on such terms and conditions and in such manner
as the Administrative Agent shall determine (other than in violation of any
then-existing licensing arrangements to the extent that waivers cannot be
obtained), and (b) with or without legal process and with or without prior
notice or demand for performance, to take possession of the Article 9 Collateral
and without liability for trespass to enter any premises where the Article 9
Collateral may be located for the purpose of taking possession of or removing
the Article 9 Collateral and, generally, to exercise any and all rights afforded
to a secured party under the Uniform Commercial Code or other applicable law.
Without limiting the generality of the foregoing, each Grantor agrees that the
Administrative Agent shall have the right, subject to the mandatory requirements
of applicable law, to sell or otherwise dispose of all or any part of the
Collateral at a public

<PAGE>
                                                                              23

or private sale or at any broker's board or on any securities exchange, for
cash, upon credit or for future delivery as the Administrative Agent shall deem
appropriate. The Administrative Agent shall be authorized at any such sale of
securities (if it deems it advisable to do so) to restrict the prospective
bidders or purchasers to Persons who will represent and agree that they are
purchasing the Collateral for their own account for investment and not with a
view to the distribution or sale thereof, and upon consummation of any such sale
the Administrative Agent shall have the right to assign, transfer and deliver to
the purchaser or purchasers thereof the Collateral so sold. Each such purchaser
at any sale of Collateral shall hold the property sold absolutely, free from any
claim or right on the part of any Grantor, and each Grantor hereby waives (to
the extent permitted by law) all rights of redemption, stay and appraisal that
such Grantor now has or may at any time in the future have under any rule of law
or statute now existing or hereafter enacted.

                  The Administrative Agent shall give the applicable Grantors 10
days' written notice (which each Grantor agrees is reasonable notice within the
meaning of Section 9-611 of the New York UCC or its equivalent in other
jurisdictions) of the Administrative Agent's intention to make any sale of
Collateral. Such notice, in the case of a public sale, shall state the time and
place for such sale and, in the case of a sale at a broker's board or on a
securities exchange, shall state the board or exchange at which such sale is to
be made and the day on which the Collateral, or portion thereof, will first be
offered for sale at such board or exchange. Any such public sale shall be held
at such time or times within ordinary business hours and at such place or places
as the Administrative Agent may fix and state in the notice (if any) of such
sale. At any such sale, the Collateral , or portion thereof, to be sold may be
sold in one lot as an entirety or in separate parcels, as the Administrative
Agent may (in its sole and absolute discretion) determine. The Administrative
Agent shall not be obligated to make any sale of any Collateral if it shall
determine not to do so, regardless of the fact that notice of sale of such
Collateral shall have been given. The Administrative Agent may, without notice
or publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned. In case any sale of all or any part of the
Collateral is made on credit or for future delivery, the Collateral so sold may
be retained by the Administrative Agent until the sale price is paid by the
purchaser or purchasers thereof, but the Administrative Agent shall not incur
any liability in case any such purchaser or purchasers shall fail to take up and
pay for the Collateral so sold and, in case of any such failure, such Collateral
may be sold again upon like notice. At any public (or, if the collateral is of a
kind that is customarily sold on a recognized market or the subject of widely
distributed standard price quotations, private) sale made pursuant to this
Agreement, any Secured Party may bid for or purchase, free (to the extent
permitted by law) from any right of redemption, stay, valuation or appraisal on
the part of any Grantor (all said rights being also hereby waived and released
to the extent permitted by law), the Collateral or any part thereof offered for
sale and may make payment on account thereof by using any claim then due and
payable to such Secured Party from any Grantor as a credit against the purchase
price, and such Secured Party may, upon compliance with the terms of sale, hold,
retain and dispose of such property without further accountability to any
Grantor therefor. For

<PAGE>
                                                                              24

purposes hereof, a written agreement to purchase the Collateral or any portion
thereof shall be treated as a sale thereof; the Administrative Agent shall be
free to carry out such sale pursuant to such agreement and no Grantor shall be
entitled to the return of the Collateral or any portion thereof subject thereto,
notwithstanding the fact that after the Administrative Agent shall have entered
into such an agreement all Events of Default shall have been remedied and the
Obligations paid in full. As an alternative to exercising the power of sale
herein conferred upon it, the Administrative Agent may proceed by a suit or
suits at law or in equity to foreclose this Agreement and to sell the Collateral
or any portion thereof pursuant to a judgment or decree of a court or courts
having competent jurisdiction or pursuant to a proceeding by a court-appointed
receiver. Any sale pursuant to the provisions of this Section 5.01 shall be
deemed to conform to the commercially reasonable standards as provided in
Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

                  SECTION 5.02. Application of Proceeds. The Administrative
Agent shall apply the proceeds of any collection or sale of Collateral,
including any Collateral consisting of cash, as follows:

                  FIRST, to the payment of all costs and expenses incurred by
         the Administrative Agent in connection with such collection or sale or
         otherwise in connection with this Agreement, any other Loan Document or
         any of the Obligations, including all court costs and the fees and
         expenses of its agents and legal counsel, the repayment of all advances
         made by the Administrative Agent hereunder or under any other Loan
         Document on behalf of any Grantor and any other costs or expenses
         incurred in connection with the exercise of any right or remedy
         hereunder or under any other Loan Document;

                  SECOND, to the payment in full of the Obligations (the amounts
         so applied to be distributed among the Secured Parties pro rata in
         accordance with the amounts of the Obligations owed to them on the date
         of any such distribution); and

                  THIRD, to the Grantors, their successors or assigns, or as a
         court of competent jurisdiction may otherwise direct.

The Administrative Agent shall have absolute discretion as to the time of
application of any such proceeds, moneys or balances in accordance with this
Agreement. Upon any sale of Collateral by the Administrative Agent (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the Administrative Agent or of the officer making the sale shall
be a sufficient discharge to the purchaser or purchasers of the Collateral so
sold and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Administrative
Agent or such officer or be answerable in any way for the misapplication
thereof.

                  SECTION 5.03. Grant of License to Use Intellectual Property.
For the purpose of enabling the Administrative Agent to exercise rights and
remedies under this
<PAGE>

                                                                              25

Agreement at such time as the Administrative Agent shall be lawfully entitled to
exercise such rights and remedies, each Grantor hereby grants to the
Administrative Agent an irrevocable, nonexclusive license (exercisable without
payment of royalty or other compensation to the Grantors) to use, license or
sublicense any of the Article 9 Collateral consisting of Intellectual Property
now owned or hereafter acquired by such Grantor, and wherever the same may be
located, and including in such license reasonable access to all media in which
any of the licensed items may be recorded or stored and to all computer software
and programs used for the compilation or printout thereof. The use of such
license by the Administrative Agent may be exercised, at the option of the
Administrative Agent, upon the occurrence and during the continuation of an
Event of Default; provided that any license, sublicense or other transaction
entered into by the Administrative Agent in accordance herewith shall be binding
upon the Grantors notwithstanding any subsequent cure of an Event of Default.

                  SECTION 5.04. Securities Act. In view of the position of the
Grantors in relation to the Pledged Collateral, or because of other current or
future circumstances, a question may arise under the Securities Act of 1933, as
now or hereafter in effect, or any similar statute hereafter enacted analogous
in purpose or effect (such Act and any such similar statute as from time to time
in effect being called the "Federal Securities Laws") with respect to any
disposition of the Pledged Collateral permitted hereunder. Each Grantor
understands that compliance with the Federal Securities Laws might very strictly
limit the course of conduct of the Administrative Agent if the Administrative
Agent were to attempt to dispose of all or any part of the Pledged Collateral,
and might also limit the extent to which or the manner in which any subsequent
transferee of any Pledged Collateral could dispose of the same. Similarly, there
may be other legal restrictions or limitations affecting the Administrative
Agent in any attempt to dispose of all or part of the Pledged Collateral under
applicable Blue Sky or other state securities laws or similar laws analogous in
purpose or effect. Each Grantor recognizes that in light of such restrictions
and limitations the Administrative Agent may, with respect to any sale of the
Pledged Collateral, limit the purchasers to those who will agree, among other
things, to acquire such Pledged Collateral for their own account, for
investment, and not with a view to the distribution or resale thereof. Each
Grantor acknowledges and agrees that in light of such restrictions and
limitations, the Administrative Agent, in its sole and absolute discretion (a)
may proceed to make such a sale whether or not a registration statement for the
purpose of registering such Pledged Collateral or part thereof shall have been
filed under the Federal Securities Laws and (b) may approach and negotiate with
a single potential purchaser to effect such sale. Each Grantor acknowledges and
agrees that any such sale might result in prices and other terms less favorable
to the seller than if such sale were a public sale without such restrictions. In
the event of any such sale, the Administrative Agent shall incur no
responsibility or liability for selling all or any part of the Pledged
Collateral at a price that the Administrative Agent, in its sole and absolute
discretion, may in good faith deem reasonable under the circumstances,
notwithstanding the possibility that a substantially higher price might have
been realized if the sale were deferred until after registration as aforesaid or
if more than a single purchaser were approached. The provisions of this Section
5.04 will apply notwithstanding the existence of a public or private market upon
which the quotations or sales prices may exceed substantially the price at which
the Administrative Agent sells.

<PAGE>

                                                                              26

                  SECTION 5.05. Registration. Each Grantor agrees that, upon the
occurrence and during the continuance of an Event of Default, if for any reason
the Administrative Agent desires to sell any of the Pledged Collateral at a
public sale, it will, at any time and from time to time, upon the written
request of the Administrative Agent, use its best efforts to take or to cause
the issuer of such Pledged Collateral to take such action and prepare,
distribute and/or file such documents, as are required or advisable in the
reasonable opinion of counsel for the Administrative Agent to permit the public
sale of such Pledged Collateral. Each Grantor further agrees to indemnify,
defend and hold harmless the Administrative Agent, each other Secured Party, any
underwriter and their respective officers, directors, affiliates and controlling
persons from and against all loss, liability, expenses, costs of counsel
(including, without limitation, reasonable fees and expenses to the
Administrative Agent of legal counsel), and claims (including the costs of
investigation) that they may incur insofar as such loss, liability, expense or
claim arises out of or is based upon any alleged untrue statement of a material
fact contained in any prospectus (or any amendment or supplement thereto) or in
any notification or offering circular, or arises out of or is based upon any
alleged omission to state a material fact required to be stated therein or
necessary to make the statements in any thereof not misleading, except insofar
as the same may have been caused by any untrue statement or omission based upon
information furnished in writing to such Grantor or the issuer of such Pledged
Collateral by the Administrative Agent or any other Secured Party expressly for
use therein. Each Grantor further agrees, upon such written request referred to
above, to use its best efforts to qualify, file or register, or cause the issuer
of such Pledged Collateral to qualify, file or register, any of the Pledged
Collateral under the Blue Sky or other securities laws of such states as may be
requested by the Administrative Agent and keep effective, or cause to be kept
effective, all such qualifications, filings or registrations. Each Grantor will
bear all costs and expenses of carrying out its obligations under this Section
5.05. Each Grantor acknowledges that there is no adequate remedy at law for
failure by it to comply with the provisions of this Section 5.05 and that such
failure would not be adequately compensable in damages, and therefore agrees
that its agreements contained in this Section 5.05 may be specifically enforced.

                                   ARTICLE VI

                    Indemnity, Subrogation and Subordination

                  SECTION 6.01. Indemnity and Subrogation. In addition to all
such rights of indemnity and subrogation as the Guarantors may have under
applicable law (but subject to Section 6.03), the Borrower agrees that (a) in
the event a payment of an obligation shall be made by any Guarantor under this
Agreement, the Borrower shall indemnify such Guarantor for the full amount of
such payment and such Guarantor shall be subrogated to the rights of the Person
to whom such payment shall have been made to the extent of such payment and (b)
in the event any assets of any Grantor shall be sold pursuant to this Agreement
or any other Security Document to satisfy in whole or in part an obligation owed
to any Secured Party, the Borrower shall indemnify such Grantor in an amount
equal to the greater of the book value or the fair market value of the assets so
sold.

<PAGE>

                                                                              27

                  SECTION 6.02. Contribution and Subrogation. Each Guarantor and
Grantor (a "Contributing Party") agrees (subject to Section 6.03) that, in the
event a payment shall be made by any other Guarantor hereunder in respect of any
Obligation or assets of any other Grantor shall be sold pursuant to any Security
Document to satisfy any Obligation owed to any Secured Party and such other
Guarantor or Grantor (the "Claiming Party") shall not have been fully
indemnified by the Borrower as provided in Section 6.01, the Contributing Party
shall indemnify the Claiming Party in an amount equal to the amount of such
payment or the greater of the book value or the fair market value of such
assets, as the case may be, in each case multiplied by a fraction of which the
numerator shall be the net worth of the Contributing Party on the date hereof
and the denominator shall be the aggregate net worth of all the Guarantors and
Grantors on the date hereof (or, in the case of any Guarantor or Grantor
becoming a party hereto pursuant to Section 7.14, the date of the supplement
hereto executed and delivered by such Guarantor or Grantor). Any Contributing
Party making any payment to a Claiming Party pursuant to this Section 6.02 shall
be subrogated to the rights of such Claiming Party under Section 6.01 to the
extent of such payment.

                  SECTION 6.03. Subordination. (a) Notwithstanding any provision
of this Agreement to the contrary, all rights of the Guarantors and Grantors
under Sections 6.01 and 6.02 and all other rights of indemnity, contribution or
subrogation under applicable law or otherwise shall be fully subordinated to the
indefeasible payment in full in cash of the Obligations. No failure on the part
of the Borrower or any Guarantor or Grantor to make the payments required by
Sections 6.01 and 6.02 (or any other payments required under applicable law or
otherwise) shall in any respect limit the obligations and liabilities of any
Guarantor or Grantor with respect to its obligations hereunder, and each
Guarantor and Grantor shall remain liable for the full amount of the obligations
of such Guarantor or Grantor hereunder.

                  (b) Each Guarantor and Grantor hereby agrees that all
Indebtedness and other monetary obligations owed by it to any other Guarantor,
Grantor or any other Subsidiary shall be fully subordinated to the indefeasible
payment in full in cash of the Obligations.

                                   ARTICLE VII

                                  Miscellaneous

                  SECTION 7.01. Notices. All communications and notices
hereunder shall (except as otherwise expressly permitted herein) be in writing
and given as provided in Section 9.01 of the Credit Agreement. All
communications and notices hereunder to any Subsidiary Party shall be given to
it in care of the Borrower as provided in Section 9.01 of the Credit Agreement.

                  SECTION 7.02. Waivers; Amendment. (a) No failure or delay by
the Administrative Agent, the Issuing Bank or any Lender in exercising any right
or power hereunder or under any other Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or

<PAGE>

                                                                              28

discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Administrative Agent, the Issuing Bank and the Lenders
hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section 7.02, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, any Lender or the
Issuing Bank may have had notice or knowledge of such Default at the time. No
notice or demand on any Loan Party in any case shall entitle any Loan Party to
any other or further notice or demand in similar or other circumstances.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Administrative Agent and the Loan Party or Loan
Parties with respect to which such waiver, amendment or modification is to
apply, subject to any consent required in accordance with Section 9.02 of the
Credit Agreement.

                  SECTION 7.03. Administrative Agent's Fees and Expenses;
Indemnification. (a) The parties hereto agree that the Administrative Agent
shall be entitled to reimbursement of its expenses incurred hereunder as
provided in Section 9.03 of the Credit Agreement.

                  (b) Without limitation of its indemnification obligations
under the other Loan Documents, each Grantor and each Guarantor jointly and
severally agrees to indemnify the Administrative Agent and the other Indemnitees
(as defined in Section 9.03 of the Credit Agreement) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including the fees, charges and disbursements of any counsel
for any Indemnitee, incurred by or asserted against any Indemnitee arising out
of, in connection with, or as a result of, the execution, delivery or
performance of this Agreement or any claim, litigation, investigation or
proceeding relating to any of the foregoing agreement or instrument contemplated
hereby, or to the Collateral, whether or not any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
result from the gross negligence or wilful misconduct of such Indemnitee.

                  (c) Any such amounts payable as provided hereunder shall be
additional Obligations secured hereby and by the other Security Documents. The
provisions of this Section 7.03 shall remain operative and in full force and
effect regardless of the termination of this Agreement or any other Loan
Document, the consummation of the transactions contemplated hereby, the
repayment of any of the Obligations, the invalidity or unenforceability of any
term or provision of this Agreement or any other Loan Document, or any
investigation made by or on behalf of the Administrative Agent or any

<PAGE>

                                                                              29

other Secured Party. All amounts due under this Section 7.03 shall be payable on
written demand therefor.

                  SECTION 7.04. Successors and Assigns. Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the permitted successors and assigns of such party; and all
covenants, promises and agreements by or on behalf of any Guarantor, Grantor or
the Administrative Agent that are contained in this Agreement shall bind and
inure to the benefit of their respective successors and assigns.

                  SECTION 7.05. Survival of Agreement. All covenants,
agreements, representations and warranties made by the Loan Parties in the Loan
Documents and in the certificates or other instruments prepared or delivered in
connection with or pursuant to this Agreement or any other Loan Document shall
be considered to have been relied upon by the Lenders and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any
Lender or on its behalf and notwithstanding that the Administrative Agent, the
Issuing Bank or any Lender may have had notice or knowledge of any Default or
incorrect representation or warranty at the time any credit is extended under
the Credit Agreement, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under any Loan Document is outstanding and unpaid or any Letter of
Credit is outstanding and so long as the Commitments have not expired or
terminated.

                  SECTION 7.06. Counterparts; Effectiveness; Several Agreement.
This Agreement may be executed in counterparts, each of which shall constitute
an original but all of which when taken together shall constitute single
contract. Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Agreement. This Agreement shall become effective as to any Loan Party
when a counterpart hereof executed on behalf of such Loan Party shall have been
delivered to the Administrative Agent and a counterpart hereof shall have been
executed on behalf of the Administrative Agent, and thereafter shall be binding
upon such Loan Party and the Administrative Agent and their respective permitted
successors and assigns, and shall inure to the benefit of such Loan Party, the
Administrative Agent and the other Secured Parties and their respective
successors and assigns, except that no Loan Party shall have the right to assign
or transfer its rights or obligations hereunder or any interest herein or in the
Collateral (and any such assignment or transfer shall be void) except as
expressly contemplated by this Agreement or the Credit Agreement. This Agreement
shall be construed as a separate agreement with respect to each Loan Party and
may be amended, modified, supplemented, waived or released with respect to any
Loan Party without the approval of any other Loan Party and without affecting
the obligations of any other Loan Party hereunder.

                  SECTION 7.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the

<PAGE>

                                                                              30

invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction. The parties shall endeavor
in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

                  SECTION 7.08. Right of Set-Off. If an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at
any time owing by such Lender or Affiliate to or for the credit or the account
of any Subsidiary Party against any of and all the obligations of such
Subsidiary Party now or hereafter existing under this agreement owed to such
Lender, irrespective of whether or not such Lender shall have made any demand
under this Agreement and although such obligations may be unmatured. The rights
of each Lender under this Section 7.08 are in addition to other rights and
remedies (including other rights of set-off) which such Lender may have.

                  SECTION 7.09. Governing Law; Jurisdiction; Consent to Service
of Process. (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

                  (b) Each of the Loan Parties hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or any other Loan Document, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement or any other Loan
Document shall affect any right that the Administrative Agent, the Issuing Bank
or any Lender may otherwise have to bring any action or proceeding relating to
this Agreement or any other Loan Document against any Grantor or Guarantor, or
its properties in the courts of any jurisdiction.

                  (c) Each of the Loan Parties hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
any other Loan Document in any court referred to in paragraph (b) of this
Section 7.09. Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

<PAGE>

                                                                              31

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 7.01. Nothing
in this Agreement or any other Loan Document will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.

                  SECTION 7.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 7.10.

                  SECTION 7.11. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and are not to affect the construction of, or to be taken
into consideration in interpreting, this Agreement.

                  SECTION 7.12. Security Interest Absolute. All rights of the
Administrative Agent hereunder, the Security Interest, the grant of a security
interest in the Pledged Collateral and all obligations of each Grantor and
Guarantor hereunder shall be absolute and unconditional irrespective of (a) any
lack of validity or enforceability of the Credit Agreement, any other Loan
Document, any agreement with respect to any of the Obligations or any other
agreement or instrument relating to any of the foregoing, (b) any change in the
time, manner or place of payment of, or in any other term of, all or any of the
Obligations, or any other amendment or waiver of or any consent to any departure
from the Credit Agreement, any other Loan Document or any other agreement or
instrument, (c) any exchange, release or non-perfection of any Lien on other
collateral, or any release or amendment or waiver of or consent under or
departure from any guarantee, securing or guaranteeing all or any of the
Obligations, or (d) any other circumstance that might otherwise constitute a
defense available to, or a discharge of, any Grantor or Guarantor in respect of
the Obligations or this Agreement.

                  SECTION 7.13. Termination or Release. (a) This Agreement, the
Guarantees made herein, the Security Interest and all other security interests
granted hereby shall terminate when all the Loan Document Obligations have been
indefeasibly paid in full and the Lenders have no further commitment to lend
under the Credit Agreement, the LC Exposure has been reduced to zero and the
Issuing Bank has no further obligations to issue Letters of Credit under the
Credit Agreement.

<PAGE>

                                                                              32

                  (b) A Subsidiary Party shall automatically be released from
its obligations hereunder and the Security Interest in the Collateral of such
Subsidiary Party shall be automatically released upon the consummation of any
transaction permitted by the Credit Agreement as a result of which such
Subsidiary Party ceases to be a Subsidiary of the Borrower; provided that the
Required Lenders shall have consented to such transaction (to the extent
required by the Credit Agreement) and the terms of such consent did not provide
otherwise.

                  (c) Upon any sale or other transfer by any Grantor of any
Collateral that is permitted under the Credit Agreement, or upon the
effectiveness of any written consent to the release of the security interest
granted hereby in any Collateral pursuant to Section 9.02 of the Credit
Agreement, the security interest in such Collateral shall be automatically
released.

                  (d) In connection with any termination or release pursuant to
paragraph (a), (b) or (c), the Administrative Agent shall execute and deliver to
any Grantor, at such Grantor's expense, all documents that such Grantor shall
reasonably request to evidence such termination or release. Any execution and
delivery of documents pursuant to this Section 7.13 shall be without recourse to
or warranty by the Administrative Agent.

                  SECTION 7.14. Additional Subsidiaries. Pursuant to Section
5.12 of the Credit Agreement, each Subsidiary of a Loan Party that was not in
existence or not a Subsidiary on the date of the Credit Agreement and is not a
Foreign Subsidiary is required to enter in this Agreement as a Subsidiary Party
upon becoming such a Subsidiary. Upon execution and delivery by the
Administrative Agent and a Subsidiary of an instrument in the form of Exhibit I
hereto, such Subsidiary shall become a Subsidiary Party hereunder with the same
force and effect as if originally named as a Subsidiary Party herein. The
execution and delivery of any such instrument shall not require the consent of
any other Loan Party hereunder. The rights and obligations of each Loan Party
hereunder shall remain in full force and effect notwithstanding the addition of
any new Loan Party as a party to this Agreement.

                  SECTION 7.15. Administrative Agent Appointed Attorney-in-Fact.
Each Grantor hereby appoints the Administrative Agent the attorney-in-fact of
such Grantor for the purpose of carrying out the provisions of this Agreement
and taking any action and executing any instrument that the Administrative Agent
may deem necessary or advisable to accomplish the purposes hereof, which
appointment is irrevocable and coupled with an interest. Without limiting the
generality of the foregoing, the Administrative Agent shall have the right, upon
the occurrence and during the continuance of an Event of Default, with full
power of substitution either in the Administrative Agent's name or in the name
of such Grantor (a) to receive, endorse, assign and/or deliver any and all
notes, acceptances, checks, drafts, money orders or other evidences of payment
relating to the Collateral or any part thereof, (b) to demand, collect, receive
payment of, give receipt for and give discharges and releases of all or any of
the Collateral, (c) to sign the name of any Grantor on any invoice or bill of
lading relating to any of the Collateral, (d) to send verifications of Accounts
Receivable to any Account

<PAGE>

                                                                              33

Debtor, (e) to commence and prosecute any and all suits, actions or proceedings
at law or in equity in any court of competent jurisdiction to collect or
otherwise realize on all or any of the Collateral or to enforce any rights in
respect of any Collateral, (f) to settle, compromise, compound, adjust or defend
any actions, suits or proceedings relating to all or any of the Collateral, (g)
to notify, or to require any Grantor to notify, Account Debtors to make payment
directly to the Administrative Agent and (h) to use, sell, assign, transfer,
pledge, make any agreement with respect to or otherwise deal with all or any of
the Collateral, and to do all other acts and things necessary to carry out the
purposes of this Agreement, as fully and completely as though the Administrative
Agent were the absolute owner of the Collateral for all purposes; provided that
nothing herein contained shall be construed as requiring or obligating the
Administrative Agent to make any commitment or to make any inquiry as to the
nature or sufficiency of any payment received by the Administrative Agent, or to
present or file any claim or notice, or to take any action with respect to the
Collateral or any part thereof or the moneys due or to become due in respect
thereof or any property covered thereby. The Administrative Agent and the other
Secured Parties shall be accountable only for amounts actually received as a
result of the exercise of the powers granted to them herein, and neither they
nor their officers, directors, employees or agents shall be responsible to any
Grantor for any act or failure to act hereunder, except for their own gross
negligence or wilful misconduct.

<PAGE>

                                                                              34

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

                                        EAGLEPICHER HOLDINGS, INC.,

                                           by
                                             ___________________________________
                                              Name:
                                              Title:

                                        EAGLEPICHER INCORPORATED,

                                           by
                                             ___________________________________
                                              Name:
                                              Title:

                                        HARRIS TRUST AND SAVINGS BANK,
                                        as Administrative Agent,

                                           by
                                             ___________________________________
                                              Name:
                                              Title:

<PAGE>

                                                                   Schedule I to
                                                               the Guarantee and
                                                            Collateral Agreement

                               SUBSIDIARY PARTIES

<PAGE>

                                                                  Schedule II to
                                                               the Guarantee and
                                                            Collateral Agreement

                                EQUITY INTERESTS

<TABLE>
<CAPTION>
                                            Number and
            Number of      Registered        Class of              Percentage
Issuer     Certificate       Owner        Equity Interest     of Equity Interests
------     -----------     ----------     ---------------     -------------------
<S>        <C>             <C>            <C>                 <C>
</TABLE>

                                 DEBT SECURITIES

<TABLE>
<CAPTION>
            Principal
Issuer        Amount      Date of Note     Maturity Date
------      ---------     ------------     -------------
<S>         <C>           <C>              <C>
</TABLE>

<PAGE>

                                                                 Schedule III to
                                                               the Guarantee and
                                                            Collateral Agreement

                   U.S. COPYRIGHTS OWNED BY [NAME OR GRANTOR]

[Make a separate page of Schedule III for each Grantor and state if no
copyrights are owned. List in numerical order by Registration No.]

                          U.S. Copyright Registrations

<TABLE>
<CAPTION>
Title              Reg. No.     Author
-----              --------     ------
<S>                <C>          <C>
</TABLE>

              Pending U.S. Copyright Applications for Registration

<TABLE>
<CAPTION>
Title      Author     Class     Date Filed
-----      ------     -----     ----------
<S>        <C>        <C>       <C>
</TABLE>

                        Non-U.S. Copyright Registrations

[List in alphabetical order by country/numerical order by Registration No.
within each country]

<TABLE>
<CAPTION>
Country    Title      Reg. No.       Author
-------    -----      --------       ------
<S>        <C>        <C>            <C>
</TABLE>

            Non-U.S. Pending Copyright Applications for Registration

[List in alphabetical order by country.]

<TABLE>
<CAPTION>
Country    Title      Author      Class     Date Filed
-------    -----      ------      -----     ----------
<S>        <C>        <C>         <C>       <C>
</TABLE>

<PAGE>

                                                                 Schedule III to
                                                               the Guarantee and
                                                            Collateral Agreement

                                    LICENSES

[Make a separate page of Schedule III for each Grantor, and state if any Grantor
is not a party to a license/sublicense.]

I. Licenses/Sublicensees of [Name of Grantor] as Licensor on Date Hereof

A. Copyrights

[List U.S. copyrights in numerical order by Registration No. List non-U.S.
copyrights by country in alphabetical order with Registration Nos. within each
country in numerical order.]

                                 U.S. Copyrights

<TABLE>
<CAPTION>
                                          Title of
Licensee Name       Date of License/        U.S.
 and Address           Sublicense         Copyright     Author     Reg. No.
-------------       ----------------      ---------     ------     --------
<S>                 <C>                   <C>           <C>        <C>
</TABLE>

                               Non-U.S. Copyrights

<TABLE>
<CAPTION>
                              Date of       Title of
           Licensee Name      License/      Non-U.S.
Country     and Address     Sublicensee    Copyrights    Author    Reg. No.
-------    -------------    -----------    ----------    ------    --------
<S>        <C>              <C>            <C>           <C>       <C>
</TABLE>

B. Patents

[List U.S. patent nos. and U.S. patent application nos. in numerical order. List
non-U.S. patent nos. and non-U.S. application in alphabetical order by country,
with numbers within each country in numerical order.]

<PAGE>

                                                                 Schedule III to
                                                               the Guarantee and
                                                            Collateral Agreement

                                  U.S. Patents

<TABLE>
<CAPTION>
Licensee Name    Date of License/
 and Address        Sublicense       Issue Date     Patent No.
-------------    ----------------    ----------     ----------
<S>              <C>                 <C>            <C>
</TABLE>

<PAGE>

                                                                 Schedule III to
                                                               the Guarantee and
                                                            Collateral Agreement

                            U.S. Patent Applications

<TABLE>
<CAPTION>
Licensee Name    Date of License/
 and address        Sublicense       Date Filed     Application No.
-------------    ----------------    ----------     ---------------
<S>              <C>                 <C>            <C>
</TABLE>

                                Non-U.S. Patents

<TABLE>
<CAPTION>
           Licensee Name    Date of License/    Issue     Non-U.S.
Country     and Address        Sublicense       Date     Patent No.
-------    -------------    ----------------    -----    ----------
<S>        <C>              <C>                 <C>      <C>
</TABLE>

                          Non-U.S. Patent Applications

<TABLE>
<CAPTION>
           Licensee Name    Date of License/    Date     Application
Country     and Address        Sublicense       Filed        No.
-------    -------------    ----------------    -----    -----------
<S>        <C>              <C>                 <C>      <C>
</TABLE>

C. Trademarks

[List U.S. trademark nos. and U.S. trademark application nos. in numerical
order. List non-U.S. trademark nos. and non-U.S. application nos. with trademark
nos. within each country in numerical order.]

                                 U.S. Trademarks

<TABLE>
<CAPTION>
Licensee Name   Date of License/
 and Address       Sublicense       U.S. Mark    Reg. Date    Reg. No.
-------------   ----------------    ---------    ---------    --------
<S>             <C>                 <C>          <C>          <C>
</TABLE>

<PAGE>


                                                                 Schedule III to
                                                               the Guarantee and
                                                            Collateral Agreement


                           U.S. Trademark Applications

<TABLE>
<CAPTION>
Licensee Name   Date of License/                              Application
 and Address       Sublicense       U.S. Mark    Date Filed        No.
-------------   ----------------    ---------    ----------   -----------
<S>             <C>                 <C>          <C>          <C>
</TABLE>

                               Non-U.S. Trademarks

<TABLE>
<CAPTION>
           Licensee Name    Date of License/     Non-U.S.
Country     and Address        Sublicense          Mark      Reg. Date    Reg. No.
-------    -------------    ----------------     --------    ---------    --------
<S>        <C>              <C>                  <C>         <C>          <C>
</TABLE>

                         Non-U.S. Trademark Applications

<TABLE>
<CAPTION>
           Licensee Name    Date of License/     Non-U.S.      Date    Application
Country     and Address        Sublicense          Mark       Filed        No.
-------    -------------    ----------------     --------     -----    -----------
<S>        <C>              <C>                  <C>          <C>      <C>
</TABLE>

D. Others

<TABLE>
<CAPTION>
Licensee Name    Date of License/       Subject
 and Address        Sublicense          Matter
-------------    ----------------       -------
<S>              <C>                    <C>
</TABLE>

<PAGE>

                                                                 Schedule III to
                                                               the Guarantee and
                                                            Collateral Agreement

II. Licensees/Sublicenses of [Name of Grantor] as Licensee on Date Hereof

A. Copyrights

[List U.S. copyrights in numerical order by Registration No. List non-U.S.
copyrights by country in alphabetical order, with Registration Nos. within each
country in numerical order.]

                                 U.S. Copyrights

<TABLE>
<CAPTION>
Licensor Name and     Date of License/          Title of
     Address             Sublicense          U.S. Copyright      Author    Reg. No.
-----------------     ----------------       --------------      ------    --------
<S>                   <C>                    <C>                 <C>       <C>
</TABLE>

                               Non-U.S. Copyrights

<TABLE>
<CAPTION>
                                      Date of           Title of
                Licensor Name        License/           Non-U.S.
Country          and Address        Sublicensee        Copyrights      Author        Reg. No.
-------         -------------       -----------        ----------      ------        --------
<S>             <C>                 <C>                <C>             <C>           <C>
</TABLE>

B. Patents

[List U.S. patent nos. and U.S. patent application nos. in numerical order. List
non-U.S. patent nos. and non-U.S. application nos. in alphabetical order by
country with patent nos. within each country in numerical order.]

                                  U.S. Patents

<TABLE>
<CAPTION>
                         Date of
Licensor Name           License/
 and Address           Sublicense        Issue Date      Patent No.
-------------          ----------        ----------      ----------
<S>                    <C>               <C>             <C>
</TABLE>

<PAGE>

                                                                 Schedule III to
                                                               the Guarantee and
                                                            Collateral Agreement

                            U.S. Patent Applications

<TABLE>
<CAPTION>
Licensor Name           Date of License/
 and Address               Sublicense         Date Filed     Application No.
-------------           ----------------      ----------     ---------------
<S>                     <C>                   <C>            <C>
</TABLE>

                                Non-U.S. Patents

<TABLE>
<CAPTION>
           Licensor Name    Date of License/      Issue        Non-U.S.
Country     and Address        Sublicense          Date       Patent No.
-------    -------------    ----------------     --------     ----------
<S>        <C>              <C>                  <C>          <C>
</TABLE>

                          Non-U.S. Patent Applications

<TABLE>
<CAPTION>
           Licensor Name    Date of License/       Date       Application
Country     and Address        Sublicense         Filed           No.
-------    -------------    ----------------     --------     -----------
<S>        <C>              <C>                  <C>          <C>
</TABLE>

C. Trademarks

[List U.S. trademark nos. and U.S. trademark application nos. in numerical
order. List non-U.S. trademark nos. and non-U.S. application nos. with trademark
nos. within each country in numerical order.]

                                 U.S. Trademarks

<TABLE>
<CAPTION>
Licensor Name    Date of License/
 and Address        Sublicense        U.S. Mark     Reg. Date    Reg. No.
-------------    ----------------     ---------     ---------    --------
<S>              <C>                  <C>           <C>          <C>
</TABLE>

<PAGE>

                                                                 Schedule III to
                                                               the Guarantee and
                                                            Collateral Agreement

                           U.S. Trademark Applications

<TABLE>
<CAPTION>
Licensor Name     Date of License/                   Date     Application
 and Address         Sublicense         U.S. Mark    Filed        No.
-------------     ----------------      ---------    -----    -----------
<S>               <C>                   <C>          <C>      <C>
</TABLE>

                               Non-U.S. Trademarks

<TABLE>
<CAPTION>
           Licensor Name    Date of License/     Non-U.S.
Country     and Address        Sublicense          Mark       Reg. Date    Reg. No.
-------    -------------    ----------------     --------     ---------    --------
<S>        <C>              <C>                  <C>          <C>          <C>
</TABLE>

                         Non-U.S. Trademark Applications

<TABLE>
<CAPTION>
           Licensor Name    Date of License/     Non-U.S.      Date        Application
Country     and Address        Sublicense          Mark        Filed           No.
-------    -------------    ----------------     --------      -----       -----------
<S>        <C>              <C>                  <C>           <C>         <C>
</TABLE>

D. Others

<TABLE>
<CAPTION>
                                             Date of License/
Licensor Name and Address                       Sublicense                       Subject Matter
-------------------------                    ----------------                    --------------
<S>                                          <C>                                 <C>
</TABLE>

<PAGE>

                                                                 Schedule III to
                                                               the Guarantee and
                                                            Collateral Agreement

                       PATENTS OWNED BY [NAME OF GRANTOR]

[Make a separate page of Schedule III for each Grantor and state if no patents
are owned. List in numerical order by Patent No./Patent Application No.]

                            U.S. Patent Registrations
<TABLE>
<CAPTION>
Patent Numbers              Issue Date
--------------              ----------
<S>                         <C>
</TABLE>

                            U.S. Patent Applications

<TABLE>
<CAPTION>
Patent Application No.      Filing Date
----------------------      -----------
<S>                         <C>
</TABLE>

                          Non-U.S. Patent Registrations

[List in alphabetical order by country/numerical order by Patent No. within each
country]

<TABLE>
<CAPTION>
Country    Issue Date    Patent No.
-------    ----------    ----------
<S>        <C>           <C>
</TABLE>

                          Non-U.S. Patent Registrations

[List in alphabetical order by country/numerical order by Application No. within
each country]

<TABLE>
<CAPTION>
Country    Filing Date      Patent Application No.
-------    -----------      ----------------------
<S>        <C>              <C>
</TABLE>
<PAGE>

                                                                 Schedule III to
                                                               the Guarantee and
                                                            Collateral Agreement

                TRADEMARK/TRADE NAMES OWNED BY [NAME OF GRANTOR]

[Make a separate page of Schedule III for each Grantor and state if no
trademarks/trade names are owned. List in numerical order by trademark
registration/application no.]

                          U.S. Trademark Registrations

     Mark                         Reg. Date                         Reg. No.

                           U.S. Trademark Applications

     Mark                        Filing Date                     Application No.

                          State Trademark Registrations

[List in alphabetical order by state/numerical order by trademark no. within
each state]

     State             Mark              Filing Date             Application No.

                        Non-U.S. Trademark Registrations

[List in alphabetical order by country/numerical order by trademark no. within
each country]

     Country           Mark              Reg. Date                  Reg. No.

<PAGE>

                                                                 Schedule III to
                                                               the Guarantee and
                                                            Collateral Agreement

                         Non-U.S. Trademark Applications

[List in alphabetical order by country/numerical order by application no.]

     Country           Mark             Application Date         Application No.

                                   Trade Names

     Country(s) Where Used                                 Trade Names

<PAGE>

                                                                  Schedule IV to
                                                               the Guarantee and
                                                            Collateral Agreement

                             INSURANCE REQUIREMENTS

                  (a) Holdings and the Borrower will, and will cause each
Subsidiary Party to, maintain (or cause to be maintained on its behalf), with
financially sound and reputable insurance companies:

                  (i) fire, boiler and machinery, and extended coverage
         insurance, on a replacement cost basis, with respect to all personal
         property and improvements to real property (in each case constituting
         Collateral), in such amounts as are customarily maintained by companies
         in the same or similar business operating in the same or similar
         locations;

                  (ii) commercial general liability insurance against claims for
         bodily injury, death or property damage occurring upon, about or in
         connection with the use of any properties owned, occupied or controlled
         by it, providing coverage on an occurrence basis with a combined single
         limit of not less than $1,000,000 and including the broad form CGL-US
         endorsement;

                  (iii) business interruption insurance, insuring against loss
         of gross earnings for a period of not less than 12 months arising from
         any risks or occurrences required to be covered by insurance pursuant
         to clause (i) above; and

                  (iv) such other insurance as may be required by law.

General Deductibles or self-insured retention shall not exceed $500,000 for
fire, boiler and machinery and extended coverage policies, $500,000 for
commercial general liability policies or 30 days for business interruption
policies.

                  (b) Fire, boiler and machinery and extended coverage policies
maintained with respect to any Collateral shall be endorsed or otherwise amended
to include (i) a lenders' loss payable clause in favor of the Administrative
Agent and providing for losses thereunder to be payable to the Administrative
Agent or its designee, (ii) a provision to the effect that neither any Loan
Party, the Administrative Agent nor any other party shall be a coinsurer and
(iii) such other provisions as the Administrative Agent may reasonably require
from time to time to protect the interests of the Lenders. Commercial general
liability policies shall be endorsed to name the Administrative Agent as an
additional insured. Business interruption policies shall name the Administrative
Agent as loss payee. Each such policy referred to in this paragraph also shall
provide that it shall not be canceled, modified or not renewed (i) by reason of
nonpayment of premium except upon not less than 10 days' prior written notice
thereof by the insurer to the Administrative Agent (giving the Administrative
Agent the right to cure defaults in the payment of premiums) or (ii) for any
other reason except upon not less than 30 days' prior written notice thereof by
the insurer to the Administrative Agent. The Borrower shall deliver to the
Administrative Agent, prior to the cancellation, modification or nonrenewal of
any such policy of insurance, a copy of a renewal or replacement policy

<PAGE>

                                                                               2

(or other evidence of renewal of a policy previously delivered to the
Administrative Agent) together with evidence reasonably satisfactory to the
Administrative Agent of payment of the premium therefor.

<PAGE>

                                                                Exhibit I to the
                                                                   Guarantee and
                                                            Collateral Agreement

                                    SUPPLEMENT NO. __ dated as of , to the
                           Guarantee and Collateral Agreement dated as of August
                           7, 2003, among EAGLEPICHER HOLDINGS, INC.
                           ("Holdings"), EAGLEPICHER INCORPORATED (the
                           "Borrower"), the Subsidiaries of the Borrower listed
                           on Schedule I thereto (each such subsidiary
                           individually a "Subsidiary Guarantor" and
                           collectively, the "Subsidiary Guarantors"; the
                           Subsidiary Guarantors, Holdings and the Borrower are
                           referred to collectively herein as the "Grantors")
                           and HARRIS TRUST AND SAVINGS BANK ("Harris"), as
                           Administrative Agent (in such capacity, the
                           "Administrative Agent").

                  A. Reference is made to the Credit Agreement dated as of
August 7, 2003 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among the Holdings, the Borrower, the lenders
from time to time party thereto and Harris, as Administrative Agent.

                  B. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement
and the Collateral Agreement referred to therein.

                  C. The Grantors have entered into the Collateral Agreement in
order to induce the Lenders to make Loans and the Issuing Bank to issue Letters
of Credit. Section 7.14 of Collateral Agreement provides that additional
Subsidiaries of the Borrower may become Subsidiary Parties under the Collateral
Agreement by execution and delivery of an instrument in the form of this
Supplement. The undersigned Subsidiary (the "New Subsidiary") is executing this
Supplement in accordance with the requirements of the Credit Agreement to become
a Subsidiary Party under the Collateral Agreement in order to induce the Lenders
to make additional Loans and the Issuing Bank to issue additional Letters of
Credit and as consideration for Loans previously made and Letters of Credit
previously issued.

                  Accordingly, the Administrative Agent and the New Subsidiary
agree as follows:

                  SECTION 1. In accordance with Section 7.14 of the Collateral
Agreement, the New Subsidiary by its signature below becomes a Subsidiary Party
(and accordingly, becomes a Guarantor and a Grantor), Grantor and Guarantor
under the Collateral Agreement with the same force and effect as if originally
named therein as a Subsidiary Party and the New Subsidiary hereby (a) agrees to
all the terms and provisions of the Collateral Agreement applicable to it as a
Subsidiary Party, Grantor and Guarantor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Grantor and
Guarantor thereunder are true and correct on and as of the date hereof. In
furtherance of the foregoing, the New Subsidiary, as security for the payment

<PAGE>

                                                                               2

and performance in full of the Obligations (as defined in the Collateral
Agreement), does hereby create and grant to the Administrative Agent, its
successors and assigns, for the benefit of the Secured Parties, their successors
and assigns, a security interest in and lien on all of the New Subsidiary's
right, title and interest in and to the Collateral (as defined in the Collateral
Agreement) of the New Subsidiary. Each reference to a "Guarantor" or "Grantor"
in the Collateral Agreement shall be deemed to include the New Subsidiary. The
Collateral Agreement is hereby incorporated herein by reference.

                  SECTION 2. The New Subsidiary represents and warrants to the
Administrative Agent and the other Secured Parties that this Supplement has been
duly authorized, executed and delivered by it and constitutes its legal, valid
and binding obligation, enforceable against it in accordance with its terms.

                  SECTION 3. This Supplement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. This Supplement shall become effective when the Administrative
Agent shall have received a counterpart of this Supplement that bears the
signature of the New Subsidiary and the Administrative Agent has executed a
counterpart hereof. Delivery of an executed signature page to this Supplement by
facsimile transmission shall be as effective as delivery of a manually signed
counterpart of this Supplement.

                  SECTION 4. The New Subsidiary hereby represents and warrants
that (a) set forth on Schedule I attached hereto is a true and correct schedule
of the location of any and all Collateral of the New Subsidiary and (b) set
forth under its signature hereto, is the true and correct legal name of the New
Subsidiary, its jurisdiction of formation and the location of its chief
executive office.

                  SECTION 5. Except as expressly supplemented hereby, the
Collateral Agreement shall remain in full force and effect.

                  SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 7. In case any one or more of the provisions contained
in this Supplement should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and in the Collateral Agreement shall not in any way be
affected or impaired thereby (it being understood that the invalidity of a
particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction). The parties
hereto shall endeavor in good-faith negotiations to replace the invalid, illegal
or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

                  SECTION 8. All communications and notices hereunder shall be
in writing and given as provided in Section 7.01 of the Collateral Agreement.

<PAGE>

                                                                               3

                  SECTION 9. The New Subsidiary agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Supplement, including the reasonable fees, other charges and
disbursements of counsel for the Administrative Agent.

                  IN WITNESS WHEREOF, the New Subsidiary and the Administrative
Agent have duly executed this Supplement to the Collateral Agreement as of the
day and year first above written.

                                        [NAME OF NEW SUBSIDIARY],

                                          by
                                             ___________________________________
                                             Name:
                                             Title:

                                             Legal Name:
                                             Jurisdiction of Formation:
                                             Location of Chief Executive office:

                                        HARRIS TRUST AND SAVINGS BANK,
                                        as Administrative Agent,

                                          by
                                             ___________________________________
                                             Name:
                                             Title:

<PAGE>

                                                                      Schedule I
                                                  to the Supplement No __ to the
                                                                   Guarantee and
                                                            Collateral Agreement

                             LOCATION OF COLLATERAL

         Description                                        Location

                                EQUITY INTERESTS

<TABLE>
<CAPTION>
                                                     Number and
             Number of           Registered           Class of            Percentage
Issuer      Certificate            Owner          Equity Interests    of Equity Interests
------      -----------            -----          ----------------    -------------------
<S>         <C>                  <C>              <C>                 <C>
</TABLE>

                                 DEBT SECURITIES

<TABLE>
<CAPTION>
            Principal
Issuer       Amount         Date of Note        Maturity Date
------       ------         ------------        -------------
<S>         <C>             <C>                 <C>
</TABLE>

                              INTELLECTUAL PROPERTY