Exhibit 10.5

                               SECURITY AGREEMENT

            SECURITY  AGREEMENT,  dated as of March 31, 2006 (this "Agreement"),
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among  Trinity  Learning Corporation, a Utah corporation (the "Company") and all
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of  the  Subsidiaries  of the Company (such subsidiaries, the "Guarantors") (the
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Company  and  Guarantors  are collectively referred to as the "Debtors") and the
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holder or holders of the Company's 15% Senior  Secured Convertible Debenture due
March  31,  2010  in the original aggregate principal amount of up to $8,500,000
(the  "Debenture"),  signatory  hereto, their endorsees, transferees and assigns
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(collectively  referred  to  as,  the  "Secured  Parties").
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                              W I T N E S S E T H:

            WHEREAS,  pursuant  to  the  Debenture,  the  Secured  Parties  have
severally  agreed to extend the loans to the Company evidenced by the Debenture;

            WHEREAS,  pursuant to a certain Subsidiary Guarantee dated as of the
date  hereof  (the "Guaranty"), the Guarantors have jointly and severally agreed
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to  guaranty  and  act  as  surety  for  payment  of  such  loans;  and

            WHEREAS,  in order to induce the Secured Parties to extend the loans
evidenced  by  the  Debentures, each Debtor has agreed to execute and deliver to
the  Secured Parties this Agreement and to grant the Secured Parties, pari passu
with each other Secured Party, a perfected security interest in certain property
of  such  Debtor to secure the prompt payment, performance and discharge in full
of  all  of the Company's obligations under the Debenture and the other Debtor's
obligations  under  the  Guaranty.

            NOW,  THEREFORE, in consideration of the agreements herein contained
and  for  other  good and valuable consideration, the receipt and sufficiency of
which  is  hereby  acknowledged,  the  parties  hereto  hereby agree as follows:

            1.     CERTAIN DEFINITIONS. As used in this Agreement, the following
terms  shall  have the meanings set forth in this Section 1.  Terms used but not
otherwise  defined  in  this  Agreement that are defined in Article 9 of the UCC
(such as "account", "chattel paper", "commercial tort claim", "deposit account",
"document",  "equipment",  "fixtures",  "general  intangibles",  "goods",
"instruments",  "inventory",  "investment  property", "letter-of-credit rights",
"proceeds"  and  "supporting  obligations")  shall  have the respective meanings
given  such  terms  in  Article  9  of  the  UCC.

     (a)     "Collateral"  means the collateral in which the Secured Parties are
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granted  a  security  interest  by  this  Agreement  and which shall include the
following  personal property of the Debtors, whether presently owned or existing
or  hereafter  acquired  or  coming  into  existence, wherever situated, and all
additions and accessions thereto and all substitutions and replacements thereof,
and  all proceeds, products and accounts thereof, including, without limitation,
all  proceeds  from  the  sale  or  transfer  of the Collateral and of insurance
covering  the  same  and  of  any  tort  claims in connection therewith, and all
dividends,  interest, cash, notes, securities, equity interest or other property
at  any time and from time to time acquired, receivable or otherwise distributed
in  respect  of,  or  in  exchange for, any or all of the Pledged Securities (as
defined  below):

     (i)   All  goods,  including,  without  limitations,  (A)  all  machinery,
equipment,  computers,  motor vehicles, trucks, tanks, boats, ships, appliances,
furniture, special and general tools, fixtures, test and quality control devices
and  other  equipment  of  every kind and nature and wherever situated, together
with  all  documents of title and documents representing the same, all additions
and  accessions  thereto,  replacements  therefor,  all  parts therefor, and all
substitutes  for  any  of  the  foregoing and all other items used and useful in
connection  with  any  Debtor's businesses and all improvements thereto; and (B)
all  inventory;

     (ii)     All  contract  rights  and  other  general intangibles, including,
without  limitation,  all  partnership interests, membership interests, stock or
other  securities,  rights under any of the Organizational Documents, agreements
related  to  the Pledged Securities,licenses, distribution and other agreements,
computer  software  (whether  "off-the-shelf",  licensed from any third party or
developed  by  any  Debtor),  computer  software  development  rights,  leases,
franchises,  customer  lists,  quality  control  procedures,  grants and rights,
goodwill,  trademarks, service marks, trade styles, trade names, patents, patent
applications,  copyrights,  and  income  tax  refunds;

     (iii)    All  accounts,  together  with  all instruments, all documents of
title representing any of the foregoing, all rights in any merchandising, goods,
equipment,  motor  vehicles  and trucks which any of the same may represent, and
all  right,  title,  security  and  guaranties  with  respect  to  each account,
including  any  right  of  stoppage  in  transit;

     (iv)     All  documents,  letter-of-credit  rights, instruments and chattel
paper;

     (v)      All  commercial  tort  claims;

     (vi)     All  deposit  accounts  and  all cash (whether or not deposited in
such  deposit  accounts);

     (vii)    All  investment  property;

     (viii)   All  supporting  obligations;  and

     (ix)     All  files,  records,  books  of  account,  business  papers,  and
computer  programs;  and

     (x)     the  products  and  proceeds of all of the foregoing Collateral set
forth  in  clauses  (i)-(ix)  above.

     Without  limiting  the  generality of the foregoing, the "Collateral" shall
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include  all  investment  property  and general intangibles respecting ownership
and/or  other equity interests in each Guarantor, including, without limitation,
the shares  of capital stock and the other equity interests listed on Schedule H
hereto  (as  the  same  may  be modified from time to time pursuant to the terms
hereof),  and any other shares of capital stock and/or other equity interests of
any  other  direct  or indirect subsidiary of any Debtor obtained in the future,
and,  in  each  case,  all  certificates  representing such shares and/or equity
interests  and,  in  each  case,  all  rights,  options,  warrants, stock, other
securities and/or equity interests that may hereafter be received, receivable or
distributed  in  respect  of, or exchanged for, any of the foregoing (all of the
foregoing  being  referred to herein as the "Pledged Securities") and all rights
arising  under  or in connection with the Pledged Securities, including, but not
limited  to,  all  dividends,  interest  and  cash.

     Notwithstanding the foregoing, nothing herein shall be deemed to constitute
an assignment of any asset which, in the event of an assignment, becomes void by
operation  of  applicable law or the assignment of which is otherwise prohibited
by  applicable  law  (in each case to the extent that such applicable law is not
overridden  by  Sections  9-406,  9-407 and/or 9-408 of the UCC or other similar
applicable  law);  provided, however, that to the extent permitted by applicable
law, this Agreement shall create a valid security interest in such asset and, to
the  extent  permitted  by  applicable  law, this Agreement shall create a valid
security  interest  in  the  proceeds  of  such  asset.

     (b)     "Intellectual  Property"  means  the  collective  reference  to all
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rights,  priorities  and  privileges  relating to intellectual property, whether
arising  under  United  States,  multinational  or  foreign  laws  or otherwise,
including,  without limitation, (i) all copyrights arising under the laws of the
United  States,  any other country or any political subdivision thereof, whether
registered  or  unregistered  and  whether  published  or  unpublished,  all
registrations  and  recordings  thereof,  and  all  applications  in  connection
therewith,  including,  without  limitation,  all  registrations, recordings and
applications  in  the United States Copyright Office, (ii) all letters patent of
the  United  States, any other country or any political subdivision thereof, all
reissues  and extensions thereof, and all applications for letters patent of the
United  States  or  any  other  country  and  all  divisions,  continuations and
continuations-in-part  thereof,  (iii)  all  trademarks,  trade names, corporate
names,  company  names,  business names, fictitious business names, trade dress,
service marks, logos, domain names and other source or business identifiers, and
all  goodwill  associated  therewith,  now  existing  or  hereafter  adopted  or
acquired,  all  registrations  and  recordings  thereof, and all applications in
connection  therewith,  whether in the United States Patent and Trademark Office
or  in  any  similar office or agency of the United States, any State thereof or
any  other  country  or any political subdivision thereof, or otherwise, and all
common law rights related thereto, (iv) all trade secrets arising under the laws
of  the  United  States, any other country or any political subdivision thereof,
(v)  all rights to obtain any reissues, renewals or extensions of the foregoing,
(vi)  all  licenses for any of the foregoing, and (vii) all causes of action for
infringement  of  the  foregoing.

     (c)     "Majority  in  Interest"  shall mean, at any time of determination,
the  majority  in  interest  (based  on  then-outstanding  principal  amounts of
Debentures  at  the  time  of  such  determination)  of  the  Secured  Parties.

     (d)     "Necessary Endorsement" shall mean undated stock powers endorsed in
blank  or  other  proper  instruments of assignment duly executed and such other
instruments  or  documents  as  the  Agent  (as  that term is defined below) may
reasonably  request.

     (e)     "Obligations"  means  all  obligations  under  this  Agreement, the
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Debentures,  the  Guaranty  and  any  other  instruments,  agreements  or  other
documents executed and/or delivered in connection herewith or therewith, in each
case,  whether  now  or  hereafter existing, voluntary or involuntary, direct or
indirect,  absolute  or  contingent,  liquidated or unliquidated, whether or not
jointly  owed  with  others,  and  whether or not from time to time decreased or
extinguished and later increased, created or incurred, and all or any portion of
such  obligations or liabilities that are paid, to the extent all or any part of
such  payment  is  avoided  or  recovered directly or indirectly from any of the
Secured  Parties  as  a  preference,  fraudulent  transfer  or otherwise as such
obligations  may  be amended, supplemented, converted, extended or modified from
time  to  time.  Without  limiting  the  generality  of  the foregoing, the term
"Obligations"  shall include, without limitation: (i) principal of, and interest
on  the  Debentures  and  the  loans extended pursuant thereto; (ii) any and all
other  fees, indemnities, costs, obligations and liabilities of the Debtors from
time  to  time  under  or in connection with this Agreement, the Debentures, the
Guaranty  and  any  other  instruments,  agreements  or other documents executed
and/or  delivered  in  connection  herewith  or therewith; and (iii) all amounts
(including  but  not  limited  to  post-petition  interest)  in  respect  of the
foregoing  that  would  be  payable but for the fact that the obligations to pay
such  amounts  are  unenforceable  or  not  allowable  due to the existence of a
bankruptcy,  reorganization  or  similar  proceeding  involving  any  Debtor.

     (f)     "Organizational  Documents"  means  with respect to any Debtor, the
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documents  by  which  such  Debtor  was  organized  (such  as  a  certificate of
incorporation,  certificate  of limited partnership or articles of organization,
and including, without limitation, any certificates of designation for preferred
stock  or  other  forms  of  preferred  equity) and which relate to the internal
governance  of  such  Debtor  (such  as  bylaws,  a  partnership agreement or an
operating,  limited  liability  or  members  agreement).

      (g)     "UCC"  means  the Uniform Commercial Code of the State of New York
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and  or  any  other applicable law of any state or states which has jurisdiction
with  respect  to all, or any portion of, the Collateral or this Agreement, from
time  to  time.  It  is  the intent of the parties that defined terms in the UCC
should  be  construed in their broadest sense so that the term "Collateral" will
be  construed  in  its  broadest  sense.  Accordingly if there are, from time to
time, changes to defined terms in the UCC that broaden the definitions, they are
incorporated  herein and if existing definitions in the UCC are broader than the
amended  definitions,  the  existing  ones  shall  be  controlling.

     2.     GRANT  OF  PERFECTED  FIRST  PRIORITY  SECURITY  INTEREST.  As  an
inducement  for  the  Secured  Parties  to  extend the loans as evidenced by the
Debentures  and  to  secure  the  complete  and  timely payment, performance and
discharge  in  full,  as the case may be, of all of the Obligations, each Debtor
hereby  unconditionally  and irrevocably pledges, grants and hypothecates to the
Secured  Parties  a continuing and perfected security interest in and to, a lien
upon  and  a  right  of set-off against all of their respective right, title and
interest  of whatsoever kind and nature in and to, the Collateral (the "Security
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Interest").
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     3.     DELIVERY  OF  CERTAIN COLLATERAL.  Contemporaneously or prior to the
execution  of this Agreement, each Debtor shall deliver or cause to be delivered
to  the Agent (a) any and all certificates and other instruments representing or
evidencing  the  Pledged  Securities, and (b) any and all certificates and other
instruments or documents representing any of the other Collateral, in each case,
together  with  all  Necessary Endorsements.  The Debtors are, contemporaneously
with  the execution hereof, delivering to Agent, or have previously delivered to
Agent,  a true and correct copy of each Organizational Document governing any of
the  Pledged  Securities.

            4.     REPRESENTATIONS,  WARRANTIES, COVENANTS AND AGREEMENTS OF THE
DEBTORS.  Each Debtor represents and warrants to, and covenants and agrees with,
the  Secured  Parties  as  follows:

     (a)   Each  Debtor  has  the  requisite  corporate,  partnership,  limited
liability  company or other power and authority to enter into this Agreement and
otherwise  to  carry  out its obligations hereunder. The execution, delivery and
performance  by  each  Debtor  of  this  Agreement  and the filings contemplated
therein  have  been  duly authorized by all necessary action on the part of such
Debtor  and  no  further  action is required by such Debtor.  This Agreement has
been  duly executed by each Debtor.  This Agreement constitutes the legal, valid
and  binding  obligation  of  each  Debtor,  enforceable  against each Debtor in
accordance  with  its  terms  except  as  such  enforceability may be limited by
applicable  bankruptcy,  insolvency,  reorganization and similar laws of general
application relating to or affecting the rights and remedies of creditors and by
general  principles  of  equity.

      (b)     The  Debtors  have  no  place  of  business or offices where their
respective  books of account and records are kept (other than temporarily at the
offices of its attorneys or accountants) or places where Collateral is stored or
located,  except  as  set  forth  on  Schedule  A  attached  hereto.  Except  as
specifically  set  forth  on  Schedule A, each Debtor is the record owner of the
real  property where such Collateral is located, and there exist no mortgages or
other  liens on any such real property except for Permitted Liens (as defined in
the  Debentures).  Except as disclosed on Schedule A, none of such Collateral is
in  the  possession  of any consignee, bailee, warehouseman, agent or processor.

     (c)     Except  for  Permitted  Liens  (as  defined  in the Debentures) and
except  as  set  forth  on  Schedule B attached hereto, the Debtors are the sole
owner of the Collateral (except for non-exclusive licenses granted by any Debtor
in  the  ordinary  course  of  business),  free and clear of any liens, security
interests, encumbrances, rights or claims, and are fully authorized to grant the
Security  Interest.  There  is  not  on  file  in any governmental or regulatory
authority, agency or recording office an effective financing statement, security
agreement, license or transfer or any notice of any of the foregoing (other than
those  that  will  be  filed  in  favor  of the Secured Parties pursuant to this
Agreement)  covering  or  affecting  any  of  the  Collateral.  So  long as this
Agreement  shall  be  in  effect,  the  Debtors  shall not execute and shall not
knowingly  permit  to be on file in any such office or agency any such financing
statement  or  other  document  or  instrument  (except  to  the extent filed or
recorded  in  favor  of  the  Secured  Parties  pursuant  to  the  terms of this
Agreement).

     (d)     No  written claim has been received that any Collateral or Debtor's
use  of any Collateral violates the rights of any third party. There has been no
adverse  decision  to  any  Debtor's  claim  of ownership rights in or exclusive
rights  to  use  the  Collateral in any jurisdiction or to any Debtor's right to
keep  and  maintain  such  Collateral  in full force and effect, and there is no
proceeding  involving  said  rights  pending  or,  to  the best knowledge of any
Debtor, threatened before any court, judicial body, administrative or regulatory
agency,  arbitrator  or  other  governmental  authority.

     (e)     Each  Debtor  shall  at all times maintain its books of account and
records  relating  to  the Collateral at its principal place of business and its
Collateral  at the locations set forth on Schedule A attached hereto and may not
relocate  such  books  of  account  and records or tangible Collateral unless it
delivers  to  the  Secured Parties at least 30 days prior to such relocation (i)
written  notice  of  such relocation and the new location thereof (which must be
within  the  United  States)  and  (ii)  evidence  that  appropriate  financing
statements  under  the  UCC  and  other  necessary documents have been filed and
recorded  and  other  steps  have been taken to perfect the Security Interest to
create  in  favor  of  the  Secured  Parties  a  valid, perfected and continuing
perfected  first  priority  lien  in  the  Collateral.

     (f)     This  Agreement  creates  in  favor of the Secured Parties a valid,
security interest in the Collateral, subject only to Permitted Liens (as defined
in  the  Debentures)  securing  the  payment and performance of the Obligations.
Upon  making  the  filings described in the immediately following paragraph, all
security interests created hereunder in any Collateral which may be perfected by
filing  Uniform  Commercial  Code  financing  statements  shall  have  been duly
perfected.  Except  for  the  filing  of  the  Uniform Commercial Code financing
statements  referred  to in the immediately following paragraph, the recordation
of  the Intellectual Property Security Agreement (as defined below) with respect
to  copyrights  and copyright applications in the United States Copyright Office
referred  to  in  paragraph  (m),  the execution and delivery of deposit account
control agreements satisfying the requirements of Section 9-104(a)(2) of the UCC
with  respect  to  each  deposit account of the Debtors, and the delivery of the
certificates and other instruments provided in Section 3, no action is necessary
to create, perfect or protect the security interests created hereunder.  Without
limiting  the  generality  of  the  foregoing,  except  for  the  filing of said
financing  statements,  the  recordation  of said Intellectual Property Security
Agreement,  and  the  execution  and  delivery  of  said deposit account control
agreements,  no  consent  of any third parties and no authorization, approval or
other  action by, and no notice to or filing with, any governmental authority or
regulatory  body  is required for (i) the execution, delivery and performance of
this  Agreement,  (ii)  the  creation  or  perfection  of the Security Interests
created  hereunder  in  the Collateral or (iii) the enforcement of the rights of
the  Secured  Parties  hereunder.

      (g)     Each Debtor hereby authorizes the Secured Parties, or any of them,
to  file  one  or  more  financing statements under the UCC, with respect to the
Security  Interest  with  the  proper  filing  and  recording  agencies  in  any
jurisdiction  deemed  proper  by  them.

      (h)     The  execution,  delivery and performance of this Agreement by the
Debtors  does  not  (i)  violate  any  of  the  provisions of any Organizational
Documents  of  any  Debtor or any judgment, decree, order or award of any court,
governmental  body  or  arbitrator  or  any  applicable  law, rule or regulation
applicable  to  any Debtor or (ii) conflict with, or constitute a default (or an
event  that  with notice or lapse of time or both would become a default) under,
or  give  to  others  any  rights  of  termination,  amendment,  acceleration or
cancellation  (with or without notice, lapse of time or both) of, any agreement,
credit  facility,  debt  or  other  instrument  (evidencing any Debtor's debt or
otherwise) or other understanding to which any Debtor is a party or by which any
property  or  asset  of  any Debtor is bound or affected. No consent (including,
without  limitation,  from  stockholders or creditors of any Debtor) is required
for  any  Debtor  to  enter  into  and  perform  its  obligations  hereunder.

      (i)     The  capital  stock and other equity interests listed onSchedule H
hereto  represent  all  of  the  capital stock and other equity interests of the
Guarantors,  and  represent  all capital stock and other equity interests owned,
directly  or  indirectly,  by  the  Company.  All  of the Pledged Securities are
validly  issued,  fully paid and nonassessable, and the Company is the legal and
beneficial owner of the Pledged Securities, free and clear of any lien, security
interest  or other encumbrance except for the security interests created by this
Agreement  and  other  Permitted  Liens  (as  defined  in  the  Debenture).

     (j)     The  ownership  and  other  equity  interests  in  partnerships and
limited  liability  companies  (if any) included in the Collateral (the "Pledged
Interests")  by  their  express  terms  do  not provide that they are securities
governed  by Article 8 of the UCC and are not held in a securities account or by
any  financial  intermediary.

     (k)     Each  Debtor  shall  at  all  times maintain the liens and Security
Interest  provided for hereunder as valid and perfected first priority liens and
security  interests in the Collateral in favor of the Secured Parties until this
Agreement  and  the  Security Interest hereunder shall be terminated pursuant to
Section  11  hereof.  Each  Debtor  hereby agrees to defend the same against the
claims  of  any  and  all  persons and entities. Each Debtor shall safeguard and
protect  all Collateral for the account of the Secured Parties.   At the request
of the Secured Parties, each Debtor will sign and deliver to the Secured Parties
at  any  time  or from time to time one or more financing statements pursuant to
the  UCC in form reasonably satisfactory to the Secured Parties and will pay the
cost  of  filing the same in all public offices wherever filing is, or is deemed
by  the  Secured  Parties to be, necessary or desirable to effect the rights and
obligations  provided  for  herein.  Without  limiting  the  generality  of  the
foregoing,  each Debtor shall pay all fees, taxes and other amounts necessary to
maintain  the  Collateral  and  the Security Interest hereunder, and each Debtor
shall  obtain and furnish to the Secured Parties from time to time, upon demand,
such releases and/or subordinations of claims and liens which may be required to
maintain  the  priority  of  the  Security  Interest  hereunder.

     (l)     No  Debtor  will  transfer, pledge, hypothecate, encumber, license,
sell  or  otherwise  dispose  of any of the Collateral (except for non-exclusive
licenses  granted  by  a  Debtor in its ordinary course of business and sales of
inventory  by  a  Debtor  in  its ordinary course of business) without the prior
written  consent  of  a  Majority  in  Interest.

     (m)     Each  Debtor  shall  keep and preserve its equipment, inventory and
other  tangible  Collateral  in  good  condition, repair and order and shall not
operate  or  locate  any such Collateral (or cause to be operated or located) in
any  area  excluded  from  insurance  coverage.

     (n)     Each  Debtor  shall  maintain  with financially sound and reputable
insurers, insurance with respect to the Collateral against loss or damage of the
kinds  and in the amounts customarily insured against by entities of established
reputation  having  similar properties similarly situated and in such amounts as
are  customarily  carried under similar circumstances by other such entities and
otherwise  as  is  prudent for entities engaged in similar businesses but in any
event  sufficient to cover the full replacement cost thereof.  Each Debtor shall
cause  each  insurance  policy issued in connection herewith to provide, and the
insurer  issuing  such policy to certify to the Agent that (a) the Agent will be
named  as  lender  loss  payee  and additional insured under each such insurance
policy;  (b) if such insurance be proposed to be cancelled or materially changed
for  any reason whatsoever, such insurer will promptly notify the Agent and such
cancellation  or  change  shall  not  be  effective as to the Agent for at least
thirty (30) days after receipt by the Agent of such notice, unless the effect of
such  change  is  to  extend  or increase coverage under the policy; and (c) the
Agent  will  have  the  right  (but no obligation) at its election to remedy any
default  in  the  payment of premiums within thirty (30) days of notice from the
insurer  of  such default.  If no Event of Default (as defined in the Debenture)
exists  and if the proceeds arising out of any claim or series of related claims
do  not  exceed  $100,000, loss payments in each instance will be applied by the
applicable  Debtor  to the repair and/or replacement of property with respect to
which  the  loss  was  incurred  to the extent reasonably feasible, and any loss
payments  or  the balance thereof remaining, to the extent not so applied, shall
be  payable  to the applicable Debtor, provided, however, that payments received
by any Debtor after an Event of Default occurs and is continuing or in excess of
$100,000  for  any  occurrence or series of related occurrences shall be paid to
the  Agent  and,  if  received  by  such  Debtor, shall be held in trust for and
immediately  paid  over to the Agent unless otherwise directed in writing by the
Agent.   Copies  of  such  policies  or  the related certificates, in each case,
naming  the Agent as lender loss payee and additional insured shall be delivered
to  the  Agent  at least annually and at the time any new policy of insurance is
issued.

     (o)     Each  Debtor  shall,  within  ten  (10) days of obtaining knowledge
thereof,  advise  the  Secured  Parties  promptly,  in sufficient detail, of any
substantial  change  in the Collateral, and of the occurrence of any event which
would  have  a  material adverse effect on the value of the Collateral or on the
Secured  Parties'  security  interest  therein.

      (p)     Each  Debtor  shall  promptly  execute  and deliver to the Secured
Parties  such  further  deeds,  mortgages,  assignments,  security  agreements,
financing  statements  or  other  instruments,  documents,  certificates  and
assurances  and take such further action as the Secured Parties may from time to
time  request  and may in its sole discretion deem necessary to perfect, protect
or  enforce  its  security  interest  in  the  Collateral  including,  without
limitation,  if  applicable,  the  execution and delivery of a separate security
agreement  with  respect  to  each Debtor's Intellectual Property ("Intellectual
                                                                    ------------
Property  Security  Agreement") in which the Secured Parties have been granted a
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security  interest  hereunder, substantially in a form acceptable to the Secured
Parties,  which  Intellectual  Property Security Agreement, other than as stated
therein,  shall  be  subject  to  all  of  the  terms  and  conditions  hereof.

     (q)     Each  Debtor  shall  permit  the  Secured  Parties  and  their
representatives  and  agents  to inspect the Collateral at any time, and to make
copies  of records pertaining to the Collateral as may be requested by a Secured
Party  from  time  to  time.

     (r)     Each Debtor shall take all steps reasonably necessary to diligently
pursue  and  seek to preserve, enforce and collect any rights, claims, causes of
action  and  accounts  receivable  in  respect  of  the  Collateral.

     (s)     Each Debtor shall promptly notify the Secured Parties in sufficient
detail  upon  becoming  aware of any attachment, garnishment, execution or other
legal  process  levied  against  any  Collateral  and  of  any other information
received  by such Debtor that may materially affect the value of the Collateral,
the  Security  Interest  or  the  rights  and  remedies  of  the Secured Parties
hereunder.

     (t)     All  information  heretofore,  herein  or hereafter supplied to the
Secured  Parties by or on behalf of any Debtor with respect to the Collateral is
accurate  and  complete  in  all  material  respects  as  of the date furnished.

     (u)     The  Debtors shall at all times preserve and keep in full force and
effect  their  respective  valid  existence and good standing and any rights and
franchises  material  to  its  business.

     (v)     No  Debtor will change its name, type of organization, jurisdiction
of  organization, organizational identification number (if it has one), legal or
corporate  structure,  or  identity,  or  add  any new fictitious name unless it
provides  at  least  30 days prior written notice to the Secured Parties of such
change  and,  at the time of such written notification, such Debtor provides any
financing  statements  or  fixture  filings  necessary  to  perfect and continue
perfected  the  perfected  security  Interest  granted  and  evidenced  by  this
Agreement.

     (w)     No  Debtor  may  consign  any  of  its Inventory or sell any of its
Inventory  on  bill  and  hold,  sale  or  return,  sale  on  approval, or other
conditional  terms  of  sale without the consent of a Majority in Interest which
shall  not  be  unreasonably  withheld, except to the extent such consignment or
sale  does  not  exceed  15% of the total value of all of the Company's finished
goods  in  Inventory.

     (x)     No Debtor may relocate its chief executive office to a new location
without  providing  30  days  prior  written notification thereof to the Secured
Parties  and  so  long as, at the time of such written notification, such Debtor
provides  any  financing  statements or fixture filings necessary to perfect and
continue perfected the perfected security Interest granted and evidenced by this
Agreement.

      (y)     Each  Debtor  was organized and remains organized solely under the
laws of the state set forth next to such Debtor's name in the first paragraph of
this  Agreement.  Schedule  D  attached  hereto  sets  forth  each  Debtor's
                  -----------
organizational identification number or, if any Debtor does not have one, states
that  one  does  not  exist.

     (z)      (i)  The  actual  name of each Debtor is the name set forth in the
preamble  above;  (ii)  no  Debtor  has  any  trade names except as set forth on
Schedule  E  attached  hereto; (iii) no Debtor has used any name other than that
stated  in  the  preamble hereto or as set forth on Schedule E for the preceding
five  years;  and  (iv) no entity has merged into any Debtor or been acquired by
any  Debtor  within  the  past  five  years  except  as set forth on Schedule E.
                                                                     ----------

     (aa)     At any time and from time  to time that any Collateral consists of
instruments,  certificated  securities  or  other  items  that require or permit
possession by the secured party to perfect the security interest created hereby,
the  applicable  Debtor  shall  deliver  such  Collateral  to  the  Agent.

     (bb)     Each  Debtor,  in  its capacity as issuer, hereby agrees to comply
with  any  and  all  orders  and  instructions  of  Agent  regarding the Pledged
Interests  consistent  with  the  terms  of  this  Agreement without the further
consent  of  any  Debtor  as  contemplated  by  Section  8-106 (or any successor
section) of the UCC.  Further, each Debtor agrees that it shall not enter into a
similar  agreement  (or  one  that  would confer "control" within the meaning of
Article  8  of  the  UCC)  with  any  other  person  or  entity.

     (cc)     Each  Debtor  shall  cause all tangible chattel paper constituting
Collateral  to  be delivered to the Agent, or, if such delivery is not possible,
then  to cause such tangible chattel paper to contain a legend noting that it is
subject  to the security interest created by this Agreement.  To the extent that
any Collateral consists of electronic chattel paper, the applicable Debtor shall
cause  the underlying chattel paper to be "marked" within the meaning of Section
9-105  of  the  UCC  (or  successor  section  thereto).

     (dd)     If there is any investment property or deposit account included as
Collateral  that  can  be  perfected  by  "control"  through  an account control
agreement,  the applicable Debtor shall cause such an account control agreement,
in  form  and  substance in each case satisfactory to the Secured Parties, to be
entered  into  and  delivered  to  the  Secured  Parties.

     (ee)     To  the  extent  that  any Collateral consists of letter-of-credit
rights,  the  applicable Debtor shall cause the issuer of each underlying letter
of  credit  to  consent  to an assignment of the proceeds thereof to the Secured
Parties.

     (ff)     To  the  extent  that  any  Collateral is in the possession of any
third  party,  the  applicable  Debtor  shall  join  with the Secured Parties in
notifying  such  third  party  of the Secured Parties' security interest in such
Collateral  and  shall  use  its  best  efforts to obtain an acknowledgement and
agreement  from  such  third  party  with respect to the Collateral, in form and
substance  satisfactory  to  the  Secured  Parties.

     (gg)     If  any Debtor shall at any time hold or acquire a commercial tort
claim, such Debtor shall promptly notify the Secured Parties in a writing signed
by  such  Debtor  of the particulars thereof and grant to the Secured Parties 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
satisfactory  to  the  Secured  Parties.

     (hh)          Each  Debtor  shall immediately provide written notice to the
Secured  Parties  of  any and all accounts which arise out of contracts with any
governmental  authority  and, to the extent necessary to perfect or continue the
perfected status of the Security Interest in such accounts and proceeds thereof,
shall  execute  and  deliver  to the Secured Parties an assignment of claims for
such  accounts  and cooperate with the Secured Parties in taking any other steps
required,  in  their judgment, under the Federal Assignment of Claims Act or any
similar  federal,  state  or  local  statute  or rule to perfect or continue the
perfected status of the Security Interest in such accounts and proceeds thereof.

      (ii)     Each  Debtor  shall  cause  each  subsidiary  of  such  Debtor to
immediately  become  a  party  hereto (an "Additional Debtor"), by executing and
delivering  an  Additional  Debtor  Joinder in substantially the form of Annex A
attached hereto and comply with the provisions hereof applicable to the Debtors.
Concurrent  therewith, the Additional Debtor shall deliver replacement schedules
for,  or  supplements  to  all  other  Schedules  to  (or  referred  to in) this
Agreement,  as  applicable,  which  replacement  schedules  shall  supersede, or
supplements  shall  modify, the Schedules then in effect.  The Additional Debtor
shall  also  deliver  such  opinions  of  counsel, authorizing resolutions, good
standing  certificates,  incumbency  certificates,  organizational  documents,
financing  statements  and  other  information  and documentation as the Secured
Parties  may  reasonably request.  Upon delivery of the foregoing to the Secured
Parties,  the  Additional  Debtor  shall be and become a party to this Agreement
with  the same rights and obligations as the Debtors, for all purposes hereof as
fully  and  to  the  same  extent as if it were an original signatory hereto and
shall  be  deemed to have made the representations, warranties and covenants set
forth  herein as of the date of execution and delivery of such Additional Debtor
Joinder,  and  all references herein to the "Debtors" shall be deemed to include
each  Additional  Debtor.

     (jj)     Each  Debtor  shall vote the Pledged Securities to comply with the
covenants  and  agreements  set  forth  herein  and  in  the  Debentures.

     (kk)     Each Debtor shall register the pledge  of  the  applicable Pledged
Securities on the books of such Debtor.  Each Debtor shall notify each issuer of
Pledged  Securities  to register the pledge of the applicable Pledged Securities
in the name of the Secured Parties on the books of such issuer.  Further, except
with  respect  to certificated securities delivered to the Agent, the applicable
Debtor  shall  deliver  to  Agent  an  acknowledgement  of  pledge (which, where
appropriate, shall comply with the requirements of the relevant UCC with respect
to  perfection  by  registration) signed by the issuer of the applicable Pledged
Securities,  which acknowledgement shall confirm that: (a) it has registered the
pledge  on  its  books and records; and (b) at any time directed by Agent during
the  continuation  of  an Event of Default, such issuer will transfer the record
ownership  of  such  Pledged  Securities into the name of any designee of Agent,
will take such steps as may be necessary to effect the transfer, and will comply
with  all  other instructions of Agent regarding such Pledged Securities without
the  further  consent  of  the  applicable  Debtor.

     (ll)     In  the  event  that,  upon  an occurrence of an Event of Default,
Agent  shall  sell  all  or  any  of  the Pledged Securities to another party or
parties  (herein called the "Transferee") or shall purchase or retain all or any
of  the  Pledged  Securities,  each  Debtor shall, to the extent applicable: (i)
deliver  to  Agent  or  the  Transferee,  as  the  case  may be, the articles of
incorporation,  bylaws,  minute books, stock certificate books, corporate seals,
deeds,  leases,  indentures,  agreements,  evidences  of  indebtedness, books of
account, financial records and all other Organizational Documents and records of
the  Debtors  and  their  direct  and  indirect  subsidiaries; (ii) use its best
efforts  to  obtain  resignations  of  the  persons then serving as officers and
directors  of  the  Debtors  and  their  direct and indirect subsidiaries, if so
requested;  and  (iii)  use  its  best  efforts to obtain any approvals that are
required  by  any governmental or regulatory body in order to permit the sale of
the  Pledged  Securities  to  the Transferee or the purchase or retention of the
Pledged  Securities  by  Agent and allow the Transferee or Agent to continue the
business  of  the  Debtors  and  their  direct  and  indirect  subsidiaries.

     (mm)     Without  limiting  the  generality of the other obligations of the
Debtors  hereunder, each Debtor shall promptly (i) cause to be registered at the
United  States  Copyright  Office all of its material copyrights, (ii) cause the
security  interest contemplated hereby with respect to all Intellectual Property
registered  at  the  United  States Copyright Office or United States Patent and
Trademark  Office  to  be duly recorded at the applicable office, and (iii) give
the  Agent  notice  whenever  it  acquires (whether absolutely or by license) or
creates  any  additional  material  Intellectual  Property.

      (nn)     Each  Debtor  will  from  time  to time, at the joint and several
expense  of  the  Debtors,  promptly  execute  and  deliver  all  such  further
instruments  and documents, and take all such further action as may be necessary
or  desirable,  or  as  the  Secured Parties may reasonably request, in order to
perfect  and  protect  any  security interest granted or purported to be granted
hereby or to enable the Secured Parties to exercise and enforce their rights and
remedies  hereunder and with respect to any Collateral or to otherwise carry out
the  purposes  of  this  Agreement.

     (oo)     Schedule  F  attached  hereto  lists  all  of  the patents, patent
applications,  trademarks,  trademark  applications,  registered copyrights, and
domain  names  owned  by  any  of the Debtors as of the date hereof.  Schedule F
lists  all  material licenses in favor of any Debtor for the use of any patents,
trademarks,  copyrights  and  domain  names as of the date hereof.  All material
patents  and  trademarks  of  the  Debtors have been duly recorded at the United
States  Patent  and  Trademark Office and all material copyrights of the Debtors
have  been  duly  recorded  at  the  United  States  Copyright  Office.

     (pp)     Except  as  set  forth  on Schedule G attached hereto, none of the
account  debtors or other persons or entities obligated on any of the Collateral
is  a  governmental authority covered by the Federal Assignment of Claims Act or
any  similar  federal,  state  or  local  statute  or  rule  in  respect of such
Collateral.

     5.     EFFECT  OF PLEDGE ON CERTAIN RIGHTS.If any of the Collateral subject
to  this  Agreement  consists  of  nonvoting  equity  or  ownership  interests
(regardless  of  class, designation, preference or rights) that may be converted
into  voting equity or ownership interests upon the occurrence of certain events
(including,  without  limitation,  upon  the transfer of all or any of the other
stock  or  assets of the issuer), it is agreed that the pledge of such equity or
ownership  interests  pursuant  to  this  Agreement or the enforcement of any of
Agent's rights hereunder shall not be deemed to be the type of event which would
trigger  such  conversion  rights  notwithstanding  any  provisions  in  the
Organizational  Documents  or  agreements  to  which any Debtor is subject or to
which  any  Debtor  is  party.

          6.     DEFAULTS.  The  following  events shall be "Events of Default":


     (a)  The  occurrence  of  an Event of Default (as defined in the Debenture)
under  the  Debenture;

     (b)  Any  representation  or warranty of any Debtor in this Agreement shall
prove  to  have  been  incorrect  in  any  material  respect  when  made;

     (c)  The failure by any Debtor to observe or perform any of its obligations
hereunder  for  five  (5)  days  after delivery to such Debtor of notice of such
failure  by  or  on  behalf of a Secured Party unless such default is capable of
cure  but  cannot  be cured within such time frame and such Debtor is using best
efforts  to  cure  same  in  a  timely  fashion;  or

     (d)  If any provision of this Agreement shall at any time for any reason be
declared to be null and void, or the validity or enforceability thereof shall be
contested by any Debtor, or a proceeding shall be commenced by any Debtor, or by
any  governmental  authority  having  jurisdiction  over  any Debtor, seeking to
establish  the  invalidity or unenforceability thereof, or any Debtor shall deny
that  any  Debtor  has any liability or obligation purported to be created under
this  Agreement.

            7.     DUTY  TO  HOLD  IN  TRUST.

     (a)     Upon  the  occurrence  of  any  Event  of  Default  and at any time
thereafter,  each  Debtor  shall, upon receipt of any revenue, income, dividend,
interest  or  other  sums  subject  to  the  Security  Interest, whether payable
pursuant  to  the  Debenture  or  otherwise, or of any check, draft, note, trade
acceptance  or  other  instrument  evidencing an obligation to pay any such sum,
hold  the  same in trust for the Secured Parties and shall forthwith endorse and
transfer any such sums or instruments, or both, to the Secured Parties, pro-rata
in  proportion  to  their initial purchases of Debentures for application to the
satisfaction  of  the  Obligations  (and  if  any  Debenture is not outstanding,
pro-rata  in  proportion  to the initial purchases of the remaining Debentures).

     (b)  If  any  Debtor  shall become entitled to receive or shall receive any
securities  or  other property (including, without limitation, shares of Pledged
Securities  or  instruments  representing  Pledged Securities acquired after the
date  hereof,  or  any  options,  warrants,  rights or other similar property or
certificates representing a dividend, or any distribution in connection with any
recapitalization,  reclassification  or  increase  or  reduction  of capital, or
issued in connection with any reorganization of such Debtor or any of its direct
or  indirect  subsidiaries)  in respect of the Pledged Securities (whether as an
addition  to, in substitution of, or in exchange for, such Pledged Securities or
otherwise),  such  Debtor  agrees  to  (i)  accept  the same as the agent of the
Secured Parties; (ii) hold the same in trust on behalf of and for the benefit of
the  Secured  Parties;  and  (iii)  to  deliver  any  and  all  certificates  or
instruments  evidencing  the same to Agent on or before the close of business on
the  fifth  business  day  following  the receipt thereof by such Debtor, in the
exact  form  received  together  with  the Necessary Endorsements, to be held by
Agent  subject  to  the  terms  of  this  Agreement  as  Collateral.

            8.     RIGHTS  AND  REMEDIES  UPON  DEFAULT.

      (a)     Upon  the  occurrence  of any Event  of  Default  and  at any time
thereafter,  the Secured Parties, acting through any agent appointed by them for
such  purpose,  shall  have  the right to exercise all of the remedies conferred
hereunder  and  under the Debentures, and the Secured Parties shall have all the
rights  and  remedies of a secured party under the UCC.  Without limitation, the
Secured  Parties  shall  have  the  following  rights  and  powers:

          (i) The Secured Parties shall have the right to take possession of the
Collateral  and,  for  that  purpose,  enter, with the aid and assistance of any
person,  any  premises  where  the Collateral, or any part thereof, is or may be
placed  and  remove  the same, and each Debtor shall assemble the Collateral and
make  it  available  to  the Secured Parties at places which the Secured Parties
shall  reasonably  select,  whether  at such Debtor's premises or elsewhere, and
make  available  to  the  Secured  Parties,  without  rent, all of such Debtor's
respective premises and facilities for the purpose of the Secured Parties taking
possession  of,  removing  or  putting  the Collateral in saleable or disposable
form.

         (ii) Upon notice to the  Debtors by Agent, all rights of each Debtor to
exercise  the  voting  and  other  consensual rights which it would otherwise be
entitled  to exercise and all rights of each Debtor to receive the dividends and
interest  which  it  would  otherwise be authorized to receive and retain, shall
cease.  Upon  such  notice,  Agent shall have the right to receive any interest,
cash  dividends or other payments on the Collateral and, at the option of Agent,
to  exercise  in  such  Agent's discretion all voting rights pertaining thereto.
Without  limiting  the  generality  of the foregoing, Agent shall have the right
(but  not  the obligation) to exercise all rights with respect to the Collateral
as  it were the sole and absolute owners thereof, including, without limitation,
to vote and/or to exchange, at its sole discretion, any or all of the Collateral
in  connection with a merger, reorganization, consolidation, recapitalization or
other  readjustment  concerning or involving the Collateral or any Debtor or any
of  its  direct  or  indirect  subsidiaries.

         (iii)  The Secured Parties shall have the right to operate the business
of  each  Debtor  using the Collateral and shall have the right to assign, sell,
lease  or otherwise dispose of and deliver all or any part of the Collateral, at
public  or  private sale or otherwise, either with or without special conditions
or stipulations, for cash or on credit or for future delivery, in such parcel or
parcels  and  at  such  time or times and at such place or places, and upon such
terms  and  conditions  as the Secured Parties may deem commercially reasonable,
all  without  (except  as  shall be required by applicable statute and cannot be
waived)  advertisement  or  demand  upon  or  notice  to  any Debtor or right of
redemption  of a Debtor, which are hereby expressly waived. Upon each such sale,
lease,  assignment  or  other  transfer  of Collateral, the Secured Parties may,
unless  prohibited by applicable law which cannot be waived, purchase all or any
part  of  the  Collateral  being  sold,  free from and discharged of all trusts,
claims,  right of redemption and equities of any Debtor, which are hereby waived
and  released.

         (iv)  The Secured Parties shall have the right (but not the obligation)
to  notify any account debtors and any obligors under instruments or accounts to
make payments directly to the Secured Parties and to enforce the Debtors' rights
against  such  account  debtors  and  obligors.

         (v)  The  Secured  Parties  may  (but  are not obligated to) direct any
financial  intermediary  or  any  other  person or entity holding any investment
property  to  transfer  the  same  to  the  Secured  Parties  or their designee.

         (vi) The Secured Parties may (but are not obligated to) transfer any or
all  Intellectual  Property  registered  in the name of any Debtor at the United
States  Patent and Trademark Office and/or Copyright Office into the name of the
Secured  Parties  or  any  designee  or  any  purchaser  of  any  Collateral.

     (b)     The  Agent  may comply with any applicable law in connection with a
disposition  of  Collateral and such compliance will not be considered adversely
to  affect  the  commercial  reasonableness  of any sale of the Collateral.  The
Agent may sell the Collateral without giving any warranties and may specifically
disclaim  such  warranties.  If the Agent sells any of the Collateral on credit,
the  Debtors will only be credited with payments actually made by the purchaser.
In  addition,  each  Debtor  waives  any  and  all  rights that it may have to a
judicial  hearing in advance of the enforcement of any of the Agent's rights and
remedies  hereunder, including, without limitation, its right following an Event
of  Default  to  take immediate possession of the Collateral and to exercise its
rights  and  remedies  with  respect  thereto.

     (c)     For  the  purpose  of enabling the Agent to further exercise rights
and  remedies  under  this  Section  8  or  elsewhere  provided  by agreement or
applicable  law,  each Debtor hereby grants to the Agent, for the benefit of the
Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable
without payment of royalty or other compensation to such Debtor) to use, license
or sublicense following an Event of Default, any Intellectual Property now owned
or  hereafter acquired by such Debtor, and wherever the same may be located, and
including in such license 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.

            9.     APPLICATIONS  OF  PROCEEDS.  The  proceeds  of any such sale,
lease  or  other disposition of the Collateral hereunder shall be applied first,
to  the  expenses  of  retaking,  holding, storing, processing and preparing for
sale,  selling, and the like (including, without limitation, any taxes, fees and
other  costs  incurred  in  connection  therewith)  of  the  Collateral,  to the
reasonable  attorneys'  fees  and  expenses  incurred  by the Secured Parties in
enforcing  their rights hereunder and in connection with collecting, storing and
disposing  of  the  Collateral,  and then to satisfaction of the Obligations pro
rata  among  the Secured Parties (based on then-outstanding principal amounts of
Debentures  at  the  time  of any such determination), and to the payment of any
other  amounts required by applicable law, after which the Secured Parties shall
pay to the applicable Debtor any surplus proceeds. If, upon the sale, license or
other  disposition  of  the Collateral, the proceeds thereof are insufficient to
pay  all  amounts to which the Secured Parties are legally entitled, the Debtors
will  be  liable for the deficiency, together with interest thereon, at the rate
of  10% per annum or the lesser amount permitted by applicable law (the "Default
Rate"), and the reasonable fees of any attorneys employed by the Secured Parties
to  collect  such  deficiency.  To  the extent permitted by applicable law, each
Debtor  waives  all  claims,  damages  and  demands  against the Secured Parties
arising  out  of the repossession, removal, retention or sale of the Collateral,
unless  due  solely to the gross negligence or willful misconduct of the Secured
Parties  as  determined by a final judgment (not subject to further appeal) of a
court  of  competent  jurisdiction.

     10.     SECURITIES LAW PROVISION.  Each Debtor recognizes that Agent may be
limited  in  its  ability  to  effect a sale to the public of all or part of the
Pledged  Securities  by  reason of certain prohibitions in the Securities Act of
1933,  as  amended, or other federal or state securities laws (collectively, the
"Securities  Laws"),  and  may  be compelled to resort to one or more sales to a
restricted  group  of  purchasers  who  may  be required to agree to acquire the
Pledged  Securities for their own account, for investment and not with a view to
the  distribution  or resale thereof.  Each Debtor agrees that sales so made may
be  at  prices  and  on terms less favorable than if the Pledged Securities were
sold  to  the  public, and that Agent has no obligation to delay the sale of any
Pledged  Securities  for  the  period  of time necessary to register the Pledged
Securities  for sale to the public under the Securities Laws.  Each Debtor shall
cooperate  with  Agent  in  its  attempt  to  satisfy any requirements under the
Securities  Laws  (including,  without  limitation,  registration  thereunder if
requested  by  Agent) applicable to the sale of the Pledged Securities by Agent.

            11.     COSTS AND EXPENSES. Each Debtor agrees to pay all reasonable
out-of-pocket  fees,  costs  and expenses incurred in connection with any filing
required  hereunder,  including  without  limitation,  any  financing statements
pursuant  to  the  UCC,  continuation  statements,  partial  releases  and/or
termination  statements  related  thereto  or  any  expenses  of  any  searches
reasonably  required  by  the  Secured  Parties.  The Debtors shall also pay all
other  claims and charges which in the reasonable opinion of the Secured Parties
might  prejudice,  imperil  or  otherwise  affect the Collateral or the Security
Interest  therein.  The  Debtors  will  also,  upon  demand,  pay to the Secured
Parties  the amount of any and all reasonable expenses, including the reasonable
fees  and  expenses  of  its  counsel  and  of any experts and agents, which the
Secured  Parties  may  incur  in  connection  with  (i)  the enforcement of this
Agreement, (ii) the custody or preservation of, or the sale of, collection from,
or  other  realization  upon,  any  of  the Collateral, or (iii) the exercise or
enforcement  of  any  of the rights of the Secured Parties under the Debentures.
Until so paid, any fees payable hereunder shall be added to the principal amount
of  the  Debentures  and  shall  bear  interest  at  the  Default  Rate.

            12.     RESPONSIBILITY  FOR  COLLATERAL.  The  Debtors  assume  all
liabilities  and  responsibility  in  connection  with  all  Collateral, and the
Obligations  shall  in  no  way be affected or diminished by reason of the loss,
destruction,  damage or theft of any of the Collateral or its unavailability for
any  reason.  Without  limiting the generality of the foregoing, (a) neither the
Agent nor any Secured Party (i) has any duty (either before or after an Event of
Default)  to collect any amounts in respect of the Collateral or to preserve any
rights  relating  to  the  Collateral, or (ii) has any obligation to clean-up or
otherwise  prepare  the  Collateral  for  sale, and (b) each Debtor shall remain
obligated and liable under each contract or agreement included in the Collateral
to  be  observed  or performed by such Debtor thereunder.  Neither the Agent nor
any Secured Party shall have any obligation or liability under any such contract
or agreement by reason of or arising out of this Agreement or the receipt by the
Agent or any Secured Party of any payment relating to any of the Collateral, nor
shall  the  Agent or any Secured Party be obligated in any manner to perform any
of  the  obligations  of  any  Debtor  under or pursuant to any such contract or
agreement,  to  make  inquiry  as  to  the  nature or sufficiency of any payment
received by the Agent or any Secured Party in respect of the Collateral or as to
the  sufficiency  of  any  performance  by  any party under any such contract or
agreement,  to  present  or  file  any  claim, to take any action to enforce any
performance  or  to  collect  the  payment  of  any  amounts which may have been
assigned to the Agent or to which the Agent or any Secured Party may be entitled
at  any  time  or  times.

     13.     SECURITY  INTEREST  ABSOLUTE. All rights of the Secured Parties and
all  obligations  of the Debtors hereunder, shall be absolute and unconditional,
irrespective  of:  (a) any lack of validity or enforceability of this Agreement,
the  Debentures  or any agreement entered into in connection with the foregoing,
or any portion hereof or thereof; (b) any change in the time, manner or place of
payment  or  performance  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  Debentures or any other agreement entered into in connection with the
foregoing;  (c) any exchange, release or nonperfection of any of the Collateral,
or  any release or amendment or waiver of or consent to departure from any other
collateral  for,  or  any guaranty, or any other security, for all or any of the
Obligations; (d) any action by the Secured Parties to obtain, adjust, settle and
cancel in its sole discretion any insurance claims or matters made or arising in
connection  with  the  Collateral;  or  (e)  any  other circumstance which might
otherwise  constitute any legal or equitable defense available to a Debtor, or a
discharge of all or any part of the Security Interest granted hereby.  Until the
Obligations  shall  have  been  paid  and  performed  in full, the rights of the
Secured  Parties  shall  continue  even  if  the  Obligations are barred for any
reason, including, without limitation, the running of the statute of limitations
or  bankruptcy.  Each  Debtor  expressly  waives presentment, protest, notice of
protest,  demand,  notice of nonpayment and demand for performance. In the event
that  at  any time any transfer of any Collateral or any payment received by the
Secured Parties hereunder shall be deemed by final order of a court of competent
jurisdiction  to  have been a voidable preference or fraudulent conveyance under
the bankruptcy or insolvency laws of the United States, or shall be deemed to be
otherwise  due  to  any  party other than the Secured Parties, then, in any such
event,  each  Debtor's  obligations hereunder shall survive cancellation of this
Agreement, and shall not be discharged or satisfied by any prior payment thereof
and/or  cancellation  of  this  Agreement,  but shall remain a valid and binding
obligation enforceable in accordance with the terms and provisions hereof.  Each
Debtor  waives  all  right to require the Secured Parties to proceed against any
other  person  or entity orto apply any Collateral which the Secured Parties may
hold  at  any  time,  or  to marshal assets, or to pursue any other remedy. Each
Debtor waives any defense arising by reason of the application of the statute of
limitations  to  any  obligation  secured  hereby.

            14.     TERM  OF AGREEMENT. This Agreement and the Security Interest
shall terminate on the date on which all payments under the Debentures have been
indefeasibly  paid  in  full  and  all  other  Obligations  have  been  paid  or
discharged;  provided, however, that all indemnities of the Debtors contained in
this Agreement (including, without limitation, Annex B hereto) shall survive and
remain  operative  and in full force and effect regardless of the termination of
this  Agreement.

15.     POWER  OF  ATTORNEY;  FURTHER  ASSURANCES.

      (a)     Each  Debtor authorizes the Secured Parties, and does hereby make,
constitute  and  appoint  the  Secured  Parties  and  their respective officers,
agents,  successors or assigns with full power of substitution, as such Debtor's
true and lawful attorney-in-fact, with power, in the name of the various Secured
Parties  or  such Debtor, to, after the occurrence and during the continuance of
an Event of Default, (i) endorse any note, checks, drafts, money orders or other
instruments  of  payment  (including payments payable under or in respect of any
policy  of insurance) in respect of the Collateral that may come into possession
of  the  Secured  Parties;  (ii)  to  sign  and  endorse any financing statement
pursuant  to  the  UCC  or any invoice, freight or express bill, bill of lading,
storage  or  warehouse  receipts,  drafts  against  debtors,  assignments,
verifications  and  notices  in  connection  with  accounts, and other documents
relating  to  the  Collateral;  (iii) to pay or discharge taxes, liens, security
interests  or  other  encumbrances at any time levied or placed on or threatened
against the Collateral; (iv) to demand, collect, receipt for, compromise, settle
and  sue  for  monies  due  in  respect  of  the Collateral; (v) to transfer any
Intellectual  Property or provide licenses respecting any Intellectual Property;
and  (vi) generally, at the option of the Secured Parties, and at the expense of
the  Debtors,  at any time, or from time to time, to execute and deliver any and
all  documents  and  instruments and to do all acts and things which the Secured
Parties  deem necessary to protect, preserve and realize upon the Collateral and
the  Security  Interest  granted  therein  in order to effect the intent of this
Agreement  and  the Debentures all as fully and effectually as the Debtors might
or  could  do;  and  each  Debtor  hereby  ratifies all that said attorney shall
lawfully  do  or  cause  to be done by virtue hereof.  This power of attorney is
coupled with an interest and shall be irrevocable for the term of this Agreement
and  thereafter  as  long  as  any of the Obligations shall be outstanding.  The
designation  set  forth  herein  shall  be  deemed  to  amend  and supersede any
inconsistent  provision  in  the  Organizational Documents or other documents or
agreements  to  which  any  Debtor  is  subject  or  to  which  any  Debtor is a
party.Without limiting the generality of the foregoing, after the occurrence and
during  the  continuance  of  an  Event  of  Default,  each  Secured  Party  is
specifically  authorized to execute and file any applications for or instruments
of  transfer  and  assignment  of  any  patents, trademarks, copyrights or other
Intellectual Property with the United States Patent and Trademark Office and the
United  States  Copyright  Office.

     (b)  On  a  continuing  basis, each Debtor will make, execute, acknowledge,
deliver,  file  and  record,  as  the  case  may  be, with the proper filing and
recording  agencies  in  any  jurisdiction,  including,  without limitation, the
jurisdictions indicated on Schedule C attached hereto, all such instruments, and
take  all  such action as may reasonably be deemed necessary or advisable, or as
reasonably  requested  by  the Secured Parties, to perfect the Security Interest
granted  hereunder  and  otherwise  to carry out the intent and purposes of this
Agreement,  or  for  assuring and confirming to the Secured Parties the grant or
perfection of a perfected security interest in all the Collateral under the UCC.

     (c)     Each Debtor hereby irrevocably appoints the Secured Parties as such
Debtor's  attorney-in-fact, with full authority in the place and instead of such
Debtor and in the name of such Debtor, from time to time in the Secured Parties'
discretion,  to  take any action and to execute any instrument which the Secured
Parties  may  deem  necessary  or  advisable  to accomplish the purposes of this
Agreement,  including  the  filing,  in  its  sole  discretion,  of  one or more
financing  or continuation statements and amendments thereto, relative to any of
the  Collateral  without  the  signature  of such Debtor where permitted by law,
which  financing  statements  may (but need not) describe the Collateral as "all
assets"  or  "all  personal  property" or words of like import, and ratifies all
such  actions  taken  by the Secured Parties.  This power of attorney is coupled
with  an  interest  and  shall be irrevocable for the term of this Agreement and
thereafter  as  long  as  any  of  the  Obligations  shall  be  outstanding.

            16.     NOTICES.  All  notices,  requests,  demands  and  other
communications  hereunder  shall  be  subject  to  the  notice  provision of the
Purchase  Agreement  (as  such  term  is  defined  in  the  Debentures).

            17.     OTHER  SECURITY.  To the extent that the Obligations are now
or hereafter  secured by property other than the Collateral or by the guarantee,
endorsement  or property of any other person, firm, corporation or other entity,
then  the  Secured  Parties  shall  have  the  right, in its sole discretion, to
pursue,  relinquish,  subordinate,  modify or take any other action with respect
thereto,  without  in any way modifying or affecting any of the Secured Parties'
rights  and  remedies  hereunder.

            18. APPOINTMENT  OF  AGENT. The  Secured  Parties  hereby  appoint
Palisades Master  Fund,  LP to act as their agent ("Palisades" or  "Agent")  for
purposes of exercising  any and all  rights and remedies of the Secured  Parties
hereunder. Such  appointment  shall  continue  until  revoked  in  writing by  a
Majority in Interest,  at  which  time  a  Majority  in  Interest shall  appoint
a new Agent; provided,  that  Palisades  may not  be  removed. The  Agent  shall
have the rights, responsibilities  and  immunities  set  forth  in  Annex  B
hereto.

            19.     MISCELLANEOUS.

     (a)     No  course  of dealing between the Debtors and the Secured Parties,
nor  any  failure  to  exercise, nor any delay in exercising, on the part of the
Secured Parties, any right, power or privilege hereunder or under the Debentures
shall  operate  as a waiver thereof; nor shall any single or partial exercise of
any  right,  power  or  privilege  hereunder or thereunder preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.

     (b)     All  of the rights and remedies of the Secured Parties with respect
to  the  Collateral,  whether  established hereby or by the Debentures or by any
other agreements, instruments or documents or by law shall be cumulative and may
be  exercised  singly  or  concurrently.

     (c)  This  Agreement  constitutes  the entire agreement of the parties with
respect  to  the  subject  matter  hereof and is intended to supersede all prior
negotiations,  understandings  and  agreements  with  respect thereto. Except as
specifically  set forth in this Agreement, no provision of this Agreement may be
modified or amended except by a written agreement specifically referring to this
Agreement  and  signed  by  the  parties  hereto.

     (d)  In  the  event  any provision of this Agreement is held to be invalid,
prohibited  or  unenforceable  in  any  jurisdiction for any reason, unless such
provision is narrowed by judicial construction, this Agreement shall, as to such
jurisdiction,  be  construed  as  if  such  invalid, prohibited or unenforceable
provision  had  been  more narrowly drawn so as not to be invalid, prohibited or
unenforceable.  If,  notwithstanding  the  foregoing,  any  provision  of  this
Agreement  is  held  to  be  invalid,  prohibited  or  unenforceable  in  any
jurisdiction,  such  provision, as to such jurisdiction, shall be ineffective to
the  extent  of  such  invalidity,  prohibition  or  unenforceability  without
invalidating  the remaining portion of such provision or the other provisions of
this  Agreement  and  without  affecting  the validity or enforceability of such
provision  or  the other provisions of this Agreement in any other jurisdiction.

     (e)  No  waiver  of any breach or default or any right under this Agreement
shall  be considered valid unless in writing and signed by the party giving such
waiver,  and no such waiver shall be deemed a waiver of any subsequent breach or
default  or  right,  whether  of  the  same  or  similar  nature  or  otherwise.

     (f)This  Agreement  shall  be binding upon and inure to the benefit of each
party  hereto  and  its  successors  and  assigns.

     (g)  Each party shall take such further action and execute and deliver such
further  documents  as may be necessary or appropriate in order to carry out the
provisions  and  purposes  of  this  Agreement.

     (h)  All  questions  concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by and construed and enforced
in accordance with the internal laws of the State of New York, without regard to
the  principles  of  conflicts  of  law  thereof.  Each  Debtor  agrees that all
proceedings  concerning  the  interpretations,  enforcement  and  defense of the
transactions  contemplated  by this Agreement and the Debenture (whether brought
against  a  party  hereto  or  its  respective  affiliates, directors, officers,
shareholders,  partners,  members,  employees  or  agents)  shall  be  commenced
exclusively  in  the  state  and federal courts sitting in the City of New York,
Borough  of  Manhattan.  Each Debtor hereby irrevocably submits to the exclusive
jurisdiction  of  the  state and federal courts sitting in the City of New York,
Borough  of  Manhattan  for  the  adjudication  of  any  dispute hereunder or in
connection  herewith  or  with  any transaction contemplated hereby or discussed
herein,  and  hereby  irrevocably  waives,  and  agrees  not  to  assert  in any
proceeding,  any  claim that it is not personally subject to the jurisdiction of
any  such  court,  that  such  proceeding  is improper. Each party hereto hereby
irrevocably  waives  personal  service  of process and consents to process being
served  in  any  such  proceeding  by  mailing  a copy thereof via registered or
certified  mail  or overnight delivery (with evidence of delivery) to such party
at  the address in effect for notices to it under this Agreement and agrees that
such  service shall constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to  serve  process  in  any  manner  permitted  by law. Each party hereto hereby
irrevocably  waives,  to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to
this  Agreement  or  the  transactions  contemplated  hereby. If any party shall
commence  a  proceeding  to  enforce  any provisions of this Agreement, then the
prevailing  party  in such proceeding shall be reimbursed by the other party for
its  reasonable  attorney's  fees and other costs and expenses incurred with the
investigation,  preparation  and  prosecution  of  such  proceeding.

     (i)     This  Agreement may be executed in any number of counterparts, each
of  which  when  so executed shall be deemed to be an original and, all of which
taken  together  shall  constitute one and the same Agreement. In the event that
any  signature  is  delivered  by  facsimile  transmission, such signature shall
create  a  valid  binding  obligation of the party executing (or on whose behalf
such  signature  is executed) the same with the same force and effect as if such
facsimile  signature  were  the  original  thereof.

     (j)  All  Debtors shall jointly and severally be liable for the obligations
of  each  Debtor  to  the  Secured  Parties  hereunder.

     (k)  Each Debtor shall indemnify,  reimburse and hold harmless the Secured
Parties  and  their  respective  partners,  members,  shareholders,  officers,
directors,  employees  and agents (collectively, "Indemnitees") from and against
                                                  -----------
any  and  all  losses, claims, liabilities, damages, penalties, suits, costs and
expenses,  of  any  kind  or  nature,  (including  fees  relating to the cost of
investigating  and  defending  any  of the foregoing) imposed on, incurred by or
asserted  against  such  Indemnitee  in  any  way  related to or arising from or
alleged  to arise from this Agreement or the Collateral, except any such losses,
claims,  liabilities, damages, penalties, suits, costs and expenses which result
from  the gross negligence or willful misconduct of the Indemnitee as determined
by  a  final, nonappealable decision of a court of competent jurisdiction.  This
indemnification provision is in addition to, and not in limitation of, any other
indemnification  provision  in  the  Debentures, the Purchase Agreement (as such
term  is  defined in the Debentures) or any other agreement, instrument or other
document  executed  or  delivered  in  connection  herewith  or  therewith.

     (l)  Nothing  in  this Agreement shall be construed to subject Agent or any
Secured  Party  to  liability as a partner in any Debtor or any if its direct or
indirect  subsidiaries that is a partnership or as a member in any Debtor or any
of  its direct or indirect subsidiaries that is a limited liability company, nor
shall Agent or any Secured Party be deemed to have assumed any obligations under
any partnership agreement or limited liability company agreement, as applicable,
of  any  such Debtor or any if its direct or indirect subsidiaries or otherwise,
unless  and  until  any such Secured Party exercises its right to be substituted
for  such  Debtor  as  a  partner  or  member,  as  applicable, pursuant hereto.

     (m)     To  the  extent  that  the  grant  of  the security interest in the
Collateral and the enforcement of the terms hereof require the consent, approval
or  action  of any partner or member, as applicable, of any Debtor or any direct
or indirect subsidiary of any Debtor or compliance with any provisions of any of
the Organizational Documents, the Debtors hereby grant such consent and approval
and  waive  any  such  noncompliance  with  the  terms  of  said  documents.

                            [SIGNATURE PAGES FOLLOW]
<PAGE>


     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Security
Agreement  to  be  duly  executed  on  the  day  and  year  first above written.


TRINITY  LEARNING  CORPORATION

   By:/s/ Pat Quinn
      -------------
 Name: Pat Quinn
Title: Chief Financial Officer


TRINITY  WORKPLACE  LEARNING CORPORATION

   By:/s/ Pat Quinn
      -------------
 Name: Pat Quinn
Title: Chief Financial Officer







                            [SIGNATURE PAGE OF HOLDERS FOLLOWS]

<PAGE>
                     [SIGNATURE PAGE OF HOLDERS TO TTYL SA]

     Name  of  Investing  Entity:  __________________________
     Signature  of  Authorized  Signatory  of  Investing  entity:
_________________________
Name  of  Authorized  Signatory:  _________________________
Title  of  Authorized  Signatory:  __________________________








<PAGE>


                                     ANNEX A
                                       TO
                                    SECURITY
                                    AGREEMENT

                        FORM OF ADDITIONAL DEBTOR JOINDER

            Security Agreement dated as of [_____ ___, 200__ made by
                                 [_____________
        and its subsidiaries party thereto from time to time, as Debtors
                               to and in favor of
        the Secured Parties identified therein (the "Security Agreement")
                                                     ------------------

     Reference  is  made to the Security Agreement as defined above; capitalized
terms used herein and not otherwise defined herein shall have the meanings given
to  such  terms  in,  or  by  reference  in,  the  Security  Agreement.

     The  undersigned hereby agrees that upon delivery of this Additional Debtor
Joinder  to  the Secured Parties referred to above, the undersigned shall (a) be
an  Additional  Debtor under the Security Agreement, (b) have all the rights and
obligations of the Debtors under the Security Agreement as fully and to the same
extent as if the undersigned was an original signatory thereto and (c) be deemed
to have made the representations and warranties set forth in Section ___ therein
as  of  the  date  of  execution and delivery of this Additional Debtor Joinder.
WITHOUT  LIMITING  THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY
GRANTS  TO  THE  SECURED  PARTIES  A SECURITY INTEREST IN THE COLLATERAL AS MORE
FULLY  SET  FORTH  IN  THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE
WAIVER  OF  JURY  TRIAL  PROVISIONS  SET  FORTH  THEREIN.

     Attached  hereto  are  supplemental  and/or  replacement  Schedules  to the
Security  Agreement,  as  applicable.

     An executed copy of this Joinder shall be delivered to the Secured Parties,
and the Secured Parties may rely on the matters set forth herein on or after the
date  hereof.  This Joinder shall not be modified, amended or terminated without
the  prior  written  consent  of  the  Secured  Parties.



<PAGE>
     IN  WITNESS WHEREOF, the undersigned has caused this Joinder to be executed
in  the  name  and  on  behalf  of  the  undersigned.

     [Name  of  Additional  Debtor]

     By:
     Name:
     Title:

     Address:





Dated:


<PAGE>
                                    [ANNEX B
                                       TO
                                    SECURITY
                                    AGREEMENT

                                    THE AGENT

     1.  APPOINTMENT.  The  Secured  Parties  (all capitalized terms used herein
and  not  otherwise  defined  shall have the respective meanings provided in the
Security  Agreement  to  which  this  Annex B is attached (the "Agreement")), by
                                                                ---------
their  acceptance  of  the benefits of the Agreement, hereby designate Palisades
Master Fund, LP ("Palisades" or "Agent") as the Agent to act as specified herein
                                 -----
and  in  the  Agreement.  Each  Secured  Party  shall  be  deemed irrevocably to
authorize  the  Agent  to take such action on its behalf under the provisions of
the Agreement and any other Transaction Document (as such term is defined in the
Debentures) and to exercise such powers and to perform such duties hereunder and
thereunder  as  are  specifically  delegated  to or required of the Agent by the
terms  hereof  and  thereof  and  such other powers as are reasonably incidental
thereto.  The  Agent  may  perform any of its duties hereunder by or through its
agents  or  employees.

     2.  NATURE  OF  DUTIES.  The Agent shall have no duties or responsibilities
except those expressly set forth in the Agreement.  Neither the Agent nor any of
its  partners,  members,  shareholders, officers, directors, employees or agents
shall  be  liable  for  any  action  taken  or  omitted  by it as such under the
Agreement  or  hereunder  or in connection herewith or therewith, be responsible
for  the consequence of any oversight or error of judgment or answerable for any
loss,  unless  caused solely by its or their gross negligence or willful conduct
as  determined by a final judgment (not subject to further appeal) of a court of
competent  jurisdiction.  The  duties  of  the  Agent  shall  be  mechanical and
administrative in nature; the Agent shall not have by reason of the Agreement or
any other Transaction Document a fiduciary relationship in respect of any Debtor
or  any  Secured  Party;  and  nothing in the Agreement or any other Transaction
Document,  expressed  or  implied, is intended to or shall be so construed as to
impose  upon  the Agent any obligations in respect of the Agreement or any other
Transaction  Document  except  as  expressly  set  forth  herein  and  therein.

     3.  LACK OF RELIANCE ON THE AGENT.  Independently and without reliance upon
the  Agent, each Secured Party, to the extent it deems appropriate, has made and
shall  continue  to  make (i) its own independent investigation of the financial
condition  and  affairs  of  the Company and its subsidiaries in connection with
such  Secured Party's investment in the Debtors, the creation and continuance of
the Obligations, the transactions contemplated by the Transaction Documents, and
the taking or not taking of any action in connection therewith, and (ii) its own
appraisal  of  the  creditworthiness of the Company and its subsidiaries, and of
the  value of the Collateral from time to time, and the Agent shall have no duty
or  responsibility,  either  initially  or on a continuing basis, to provide any
Secured Party with any credit, market or other information with respect thereto,
whether coming into its possession before any Obligations are incurred or at any
time  or times thereafter.  The Agent shall not be responsible to the Debtors or
any  Secured Party for any recitals, statements, information, representations or
warranties  herein or in any document, certificate or other writing delivered in
connection herewith, or for the execution, effectiveness, genuineness, validity,
enforceability,  perfection,  collectibility,  priority  or  sufficiency  of the
Agreement  or  any other Transaction Document, or for the financial condition of
the  Debtors  or  the value of any of the Collateral, or be required to make any
inquiry  concerning  either  the  performance or observance of any of the terms,
provisions  or conditions of the Agreement or any other Transaction Document, or
the  financial  condition of the Debtors, or the value of any of the Collateral,
or  the existence or possible existence of any default or Event of Default under
the  Agreement,  the  Debentures  or  any  of  the  other Transaction Documents.

     4. CERTAIN RIGHTS OF THE AGENT.  The Agent shall have the right to take any
action  with respect to the Collateral, on behalf of all of the Secured Parties.
To  the  extent practical, the Agent shall request instructions from the Secured
Parties with respect to any material act or action (including failure to act) in
connection  with  the  Agreement or any other Transaction Document, and shall be
entitled  to  act  or refrain from acting in accordance with the instructions of
Secured  Parties  holding a majority in principal amount of Debentures (based on
then-outstanding  principal  amounts  of  Debentures  at  the  time  of any such
determination);  if  such  instructions  are  not  provided  despite the Agent's
request therefor, the Agent shall be entitled to refrain from such act or taking
such  action,  and  if  such  action  is taken, shall be entitled to appropriate
indemnification  from  the  Secured Parties in respect of actions to be taken by
the  Agent;  and  the Agent shall not incur liability to any person or entity by
reason  of  so refraining.  Without limiting the foregoing, (a) no Secured Party
shall  have  any right of action whatsoever against the Agent as a result of the
Agent acting or refraining from acting hereunder in accordance with the terms of
the  Agreement  or any other Transaction Document, and the Debtors shall have no
right  to  question or challenge the authority of, or the instructions given to,
the  Agent  pursuant to the foregoing and (b) the Agent shall not be required to
take  any  action  which  the Agent believes (i) could reasonably be expected to
expose  it  to  personal  liability  or  (ii) is contrary to this Agreement, the
Transaction  Documents  or  applicable  law.

     5.  RELIANCE.  The  Agent  shall  be  entitled  to rely, and shall be fully
protected  in  relying,  upon  any  writing,  resolution,  notice,  statement,
certificate,  telex, teletype or telecopier message, cablegram, radiogram, order
or other document or telephone message signed, sent or made by the proper person
or  entity,  and,  with respect to all legal matters pertaining to the Agreement
and  the  other  Transaction Documents and its duties thereunder, upon advice of
counsel  selected  by it and upon all other matters pertaining to this Agreement
and  the  other  Transaction Documents and its duties thereunder, upon advice of
other  experts  selected  by  it.

     6.  INDEMNIFICATION.  To  the  extent  that the Agent is not reimbursed and
indemnified  by  the  Debtors,  the  Secured  Parties will jointly and severally
reimburse  and  indemnify  the Agent, in proportion to their initially purchased
respective  principal  amounts  of  Debentures,  from  and  against  any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,  expenses  or disbursements of any kind or nature whatsoever which may be
imposed  on,  incurred by or asserted against the Agent in performing its duties
hereunder  or  under  the Agreement or any other Transaction Document, or in any
way  relating  to  or  arising  out  of  the  Agreement or any other Transaction
Document except for those determined by a final judgment (not subject to further
appeal)  of  a  court of competent jurisdiction to have resulted solely from the
Agent's  own gross negligence or willful misconduct.  Prior to taking any action
hereunder  as Agent, the Agent may require each Secured Party to deposit with it
sufficient sums as it determines in good faith is necessary to protect the Agent
for  costs  and  expenses  associated  with  taking  such  action.

     7.  RESIGNATION  BY  THE  AGENT.

     (a)  The  Agent  may  resign  from the performance of all its functions and
duties  under  the  Agreement and the other Transaction Documents at any time by
giving  30  days'  prior  written  notice  (as provided in the Agreement) to the
Debtors  and  the  Secured  Parties. Such resignation shall take effect upon the
appointment  of  a  successor  Agent  pursuant  to  clauses  (b)  and (c) below.

     (b)  Upon  any such notice of resignation, the Secured Parties, acting by a
Majority  in  Interest,  shall  appoint  a  successor  Agent  hereunder.

     (c)  If  a  successor  Agent  shall  not have been so appointed within said
30-day period, the Agent shall then appoint a successor Agent who shall serve as
Agent  until such time, if any, as the Secured Parties appoint a successor Agent
as  provided  above.  If  a  successor  Agent has not been appointed within such
30-day period, the Agent may petition any court of competent jurisdiction or may
interplead  the  Debtors  and  the  Secured  Parties  in  a  proceeding  for the
appointment  of  a successor Agent, and all fees, including, but not limited to,
extraordinary  fees  associated  with  the  filing  of interpleader and expenses
associated  therewith,  shall  be  payable  by  the  Debtors  on  demand.

     8.  RIGHTS  WITH RESPECT TO COLLATERAL.  Each Secured Party agrees with all
other Secured Parties and the Agent (i) that it shall not, and shall not attempt
to, exercise any rights with respect to its security interest in the Collateral,
whether  pursuant  to  any  other agreement or otherwise (other than pursuant to
this Agreement), or take or institute any action against the Agent or any of the
other  Secured  Parties  in  respect  of  the Collateral or its rights hereunder
(other  than any such action arising from the breach of this Agreement) and (ii)
that such Secured Party has no other rights with respect to the Collateral other
than  as  set  forth  in  this  Agreement  and  the other Transaction Documents.