<PAGE>
                                                                   Exhibit 4.110


                                                          CLIFFORD CHANGE US LLP

                                                                  CONFORMED COPY




                     METAPATH SOFTWARE INTERNATIONAL, INC.,
                                   AS PLEDGOR

                                       AND

                   THE LAW DEBENTURE TRUST CORPORATION P.L.C.,
                                AS SECURED PARTY

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                               SECURITY AGREEMENT

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<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                           PAGE
<S>                                                                                               <C>
Section 1.      Definitions.................................................................        1

Section 2.      Grant of Security Interest..................................................        4

Section 3.      Authorization; Responsibility...............................................        5

Section 4.      Relation to Other Security Documents........................................        5

Section 5.      Representations and Warranties..............................................        6

Section 6.      Covenants...................................................................        6

Section 7.      Limitations on Requirements as to Perfection................................       11

Section 8.      Inspection and Verification.................................................       12

Section 9.      Collateral Protection Expenses; Preservation of Collateral..................       12

Section 10.     Securities and Deposits.....................................................       13

Section 11.     Notification to Account Debtors and Other Persons Obligated on Collateral...       13

Section 12.     Power of Attorney...........................................................       14

Section 13.     Remedies....................................................................       15

Section 14.     Standards for Exercising Remedies...........................................       16

Section 15.     Waivers by Pledgor; Obligations Absolute....................................       16

Section 16.     Marshalling.................................................................       17

Section 17.     Proceeds of Dispositions....................................................       17

Section 18.     Amounts Due Hereunder.......................................................       17

Section 19.     Termination.................................................................       17

Section 20.     Reinstatement...............................................................       17

Section 21.     Miscellaneous...............................................................       18

Exhibit A  UCC PERFECTION CERTIFICATE
Exhibit B  FORM OF COPYRIGHT SECURITY AGREEMENT SUPPLEMENT
Exhibit C  FORM OF PATENT SECURITY AGREEMENT SUPPLEMENT
Exhibit D  FORM OF TRADEMARK SECURITY AGREEMENT SUPPLEMENT
</TABLE>
<PAGE>
      SECURITY AGREEMENT (this "AGREEMENT") dated as of May 19, 2003, between
METAPATH SOFTWARE INTERNATIONAL, INC., a California corporation ("PLEDGOR"), and
THE LAW DEBENTURE TRUST CORPORATION P.L.C. ("LAW DEBENTURE"), as Security
Trustee (together with any co-trustee, co-agent or other entity appointed
pursuant to clause 16 of the STID (as defined below) ("SECURED PARTY") under the
Security Trust and Intercreditor Deed dated the date hereof and made among
Marconi Corporation plc as Issuer; Secured Party; the persons listed in Schedule
1 thereto as Guarantors; Law Debenture Trust Company of New York as Senior Note
Trustee; JPMorgan Chase Bank as Junior Note Trustee; HSBC Bank plc as New
Bonding Facility Agent and Escrow Bank; The Bank of New York as Depositary,
Paying Agent and Registrar; the persons listed in Part A of Schedule 2 thereto
as Intra-Group Creditors; the persons listed in Part B of Schedule 2 thereto as
Intra-Group Borrowers; and the persons listed in Schedule 3 thereto as New
Bonding Facility Banks (as amended, modified or supplemented from time to time,
the "STID").

      WHEREAS, Pledgor has entered into (i) the Guarantee of Senior Notes, (ii)
the Guarantee of Junior Notes and (iii) the Composite Guarantee, each dated the
date hereof in favor of Secured Party (collectively, the "GUARANTEES"), pursuant
to which Pledgor has agreed to guarantee certain obligations and to secure those
obligations and, in connection therewith, inter alia, to execute and deliver to
Secured Party a security agreement in substantially the form hereof;

      NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

      Section 1. DEFINITIONS.

            1.01. Definition of Terms Used Herein Generally. Unless otherwise
defined herein, terms defined in the STID and used herein have the meanings
given to them in the STID. All terms used herein and defined in the NYUCC shall
have the same definitions herein as specified therein; provided, however, that
if a term is defined in Article 9 of the NYUCC differently than in another
Article of the NYUCC, the term has the meaning specified in Article 9 of the
NYUCC.

            1.02. Definition of Certain Terms Used Herein. As used herein, the
following terms shall have the following meanings:

      "COLLATERAL" shall have the meaning assigned to such term in Section 2.

      "COPYRIGHT LICENSE" shall mean any written agreement, now or hereafter in
effect, granting any right to any third party under any Copyright now or
hereafter owned by Pledgor or that Pledgor otherwise has the right to license,
or granting any right to Pledgor under any Copyright now or hereafter owned by
any third party or that any third party otherwise has the right to license, and
all rights of Pledgor under any such agreement.

      "COPYRIGHT OFFICE" shall mean the United States Copyright Office.

      "COPYRIGHT SECURITY AGREEMENT SUPPLEMENT" shall mean a supplement to this
Agreement, executed by Pledgor in favor of Secured Party, substantially in the
form of Exhibit B hereto.
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                                                                               2


      "COPYRIGHTS" shall mean (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
and all extensions and renewals thereof.

      "DEFAULT" shall mean any event or circumstance that constitutes a Default
under the Senior Note Indenture or the Junior Note Indenture.

      "DEPOSITARY" shall have the meaning assigned to such term in the Deposit
Account Control Agreement.

      "DEPOSIT ACCOUNT CONTROL AGREEMENT" shall mean an agreement in form and
substance satisfactory to Secured Party, pursuant to which the relevant
depositary bank agrees, inter alia, to comply with instructions originated by
Secured Party directing disposition of the funds in the relevant deposit account
without further consent by Pledgor, and not to comply with any instructions
originated by Pledgor directing disposition of such funds, in each case upon
receipt by such depositary bank of a written notice from Secured Party to such
effect.

      "EVENT OF DEFAULT" shall mean any event or circumstance that constitutes
an Event of Default under the Senior Note Indenture or the Junior Note
Indenture.

      "GOVERNMENT DEBTOR" shall have the meaning assigned to such term in
Section 5.01(a).

      "INTELLECTUAL PROPERTY" shall mean all intellectual and similar property
of Pledgor of every kind and nature now owned or hereafter acquired by Pledgor,
including inventions, designs, Patents, Patent Licenses, Trademarks, Trademark
Licenses, Copyrights, Copyright Licenses, 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, licenses for any of the
foregoing and all license rights, and all additions, improvements and accessions
to, and books and records describing or used in connection with, any of the
foregoing.

      "LIEN" shall have the meaning assigned to the term "Security" in the STID.

      "NYUCC" shall mean the Uniform Commercial Code as in effect in the State
of New York from time to time.

      "PATENT LICENSE" shall mean 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 Pledgor or that Pledgor otherwise
has the right to license, is in existence, or granting to Pledgor any right to
make, use or sell any invention on which a Patent, now or hereafter owned by any
third party, is in existence or that any third party otherwise has the right to
license, and all rights of Pledgor under any such agreement.

      "PATENT SECURITY AGREEMENT SUPPLEMENT" shall mean a supplement to this
Agreement, executed by Pledgor in favor of Secured Party, substantially in the
form of Exhibit C hereto.

      "PATENTS" shall mean (a) all letters patent of the United States or any
other country, all registrations and recordings thereof, and all pending
applications for letters patent of the United States or any other country,
including registrations, recordings and applications in the PTO or in any
similar office
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                                                                               3


or agency of the United States, any State or Territory thereof, or any other
country, 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 inventions disclosed or claimed
therein.

      "PERFECTION CERTIFICATE" shall mean a certificate substantially in the
form of Exhibit A hereto, completed and supplemented with the schedules and
attachments contemplated thereby, and duly executed by Pledgor.

      "PERFECTION SUPPLEMENT" shall have the meaning assigned to such term in
Section 6.14.

      "PTO" shall mean the United States Patent and Trademark Office.

      "SECURED OBLIGATIONS" shall mean all present and future indebtedness,
liabilities and obligations (for the avoidance of doubt, including any
liabilities and obligations which have been cash-collateralized by the Pledgor)
at any time of the Pledgor under the Relevant Documents, both actual and
contingent and whether incurred solely or jointly or in any other capacity
together with any of the following matters relating to or arising in respect of
those liabilities and obligations:.

      (a)   any refinancing, novation, deferral or extension;

      (b)   any obligation relating to any increase in the amount of such
            obligations;

      (c)   any claim for damages or restitution; and

      (d)   any claim as a result of any recovery by the Pledgor of a payment or
            discharge, or non-allowability, on the grounds of preference,

and any amounts that would be included in any of the above but for any
discharge, non-provability or unenforceability of those amounts in any
insolvency or other proceedings (including interest accruing after the
commencement of any insolvency or other proceedings).

      "SECURITY DOCUMENTS" shall mean this Agreement, the Perfection
Certificate, the Stock Pledge Agreement, the Deposit Account Control Agreements
and the other documents, agreements and supplements to be executed pursuant to
the terms hereof, each as entered into, or as shall be entered into, by Pledgor.

      "SECURITY INTEREST" shall mean the security interest granted pursuant to
Section 2, as well as all other security interests created or assigned as
additional security for the Secured Obligations pursuant to the provisions of
this Agreement.

      "STID" shall have the meaning assigned to such term in the preamble to
this Agreement.

      "STOCK PLEDGE AGREEMENT" shall mean the stock pledge agreement dated on or
about the date hereof between Secured Party and Pledgor.

      "TRADEMARK LICENSE" shall mean any written agreement, now or hereafter in
effect, granting to any third party any right to use any Trademark now or
hereafter owned by Pledgor or that Pledgor otherwise has the right to license,
or granting to Pledgor any right to use any Trademark now or hereafter owned by
any third party or that any third party otherwise has the right to license, and
all rights of Pledgor under any such agreement.
<PAGE>
                                                                               4


      "TRADEMARK SECURITY AGREEMENT SUPPLEMENT" shall mean a supplement to this
Agreement, executed by Pledgor in favor of Secured Party, substantially in the
form of Exhibit D hereto.

      "TRADEMARKS" shall mean (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 PTO, any State of the United States or any
similar offices in any other country or any political subdivision thereof, and
all extensions or renewals thereof, (b) all goodwill associated therewith or
symbolized thereby and (c) all other assets, rights and interests that uniquely
reflect or embody such goodwill.

      "UCC" shall mean the Uniform Commercial Code as in effect in any
jurisdiction (except as otherwise contemplated in Section 6.15). References to
particular sections of Article 9 of the UCC shall be, unless otherwise
indicated, references to Revised Article 9 of the UCC adopted and effective in
certain jurisdictions on or after July 1, 2001.

            1.03. Rules of Interpretation.

The rules of interpretation specified in clause 1.2 of the STID shall be
applicable to this Agreement.

"continuing" in relation to an Enforcement Event shall be construed as a
reference to an acceleration of any Secured Obligation (other than Secured
Obligations arising under the New Bonding Facility Agreement) where such
acceleration has not been rescinded in writing or a declaration that the Secured
Obligations (other than Secured Obligations arising under the New Bonding
Facility Agreement) are prematurely due and payable (other than solely as a
result of it becoming unlawful for a Secured Creditor to perform its obligations
under the Relevant Documents) where such declaration has not been revoked in
writing or any failure by an Obligor to pay any principal amount in respect of
any Secured Obligations (other than Secured Obligations arising under the New
Bonding Facility Agreement) whether on maturity or otherwise which has not been
waived in writing. For purposes of this clause, "Secured Obligations" shall have
the meaning assigned to such term in the STID.

            1.04. STID. The parties hereto acknowledge that Secured Party, when
acting hereunder, shall be acting in accordance with and subject to the terms of
the STID.

            1.05. Conflict. Notwithstanding any provision to the contrary
contained herein, the parties agree that this Agreement is subject in all
respects to the STID and for the avoidance of doubt, in the event of any
inconsistency, the provisions of the STID shall prevail.

      Section 2. GRANT OF SECURITY INTEREST. To secure the payment or
performance, as the case may be, in full of the Secured Obligations, Pledgor
hereby grants to Secured Party a security interest in and mortgage on and
pledges and assigns to Secured Party, its successors and assigns the following
properties, assets and rights of Pledgor, wherever located, whether now owned or
hereafter acquired or arising, and all proceeds and products thereof (all of the
same being hereinafter called the "COLLATERAL"): all personal property and
fixtures of every kind and nature, including without limitation all goods
(including without limitation inventory, equipment and any accessions thereto),
instruments (including
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                                                                               5


without limitation promissory notes), documents, accounts (including without
limitation health-care-insurance receivables), chattel paper (whether tangible
or electronic), deposit accounts, letter-of-credit rights (whether or not the
letter of credit is evidenced by a writing), money, tort claims, securities and
all other investment property, supporting obligations, any other contract rights
or rights to the payment of money, insurance claims and proceeds, and all
general intangibles (including without limitation all Intellectual Property,
insurance policies and payment intangibles). Secured Party acknowledges that the
attachment of its security interest in any commercial tort claim as original
collateral is subject to Pledgor's compliance with Section 6.10.

      Section 3. AUTHORIZATION; RESPONSIBILITY .

            3.01. Authorization to File Financing Statements. Pledgor hereby
irrevocably authorizes Secured Party at any time and from time to time to file
in any jurisdiction in which the UCC has been adopted any initial financing
statements and amendments thereto that (a) indicate the Collateral (i) as all
assets of Pledgor or words of similar effect, regardless of whether any
particular asset comprised in the Collateral falls within the scope of Article 9
of the NYUCC or such jurisdiction, or (ii) as being of an equal or lesser scope
or with greater detail, and (b) contain any other information required by part 5
of Article 9 of the UCC for the sufficiency or filing office acceptance of any
initial financing statement or amendment, including (i) the type of organization
of Pledgor and any organization identification number issued to Pledgor and,
(ii) in the case of a financing statement filed as a fixture filing or
indicating Collateral as timber to be cut or as-extracted collateral, a
sufficient description of real property to which such Collateral relates.
Pledgor agrees to furnish any such information to Secured Party promptly upon
request. Pledgor also ratifies its authorization for Secured Party to have filed
in any UCC jurisdiction any like initial financing statements or amendments
thereto if filed prior to the date hereof. The authorization conferred on
Secured Party under this Section 3 is solely to protect Secured Party's interest
in the Pledged Collateral and shall not impose any duty on Secured Party to act.

            3.02. No Responsibility to Perfect. Clause 14.8 of the STID is
hereby incorporated herein by this reference with the same effect as though set
forth in its entirety herein.

      Section 4. RELATION TO OTHER SECURITY DOCUMENTS. The provisions of this
Agreement supplement the provisions of any real estate mortgage or deed of trust
granted by Pledgor to Secured Party and securing the payment or performance of
any of the Secured Obligations. Nothing contained in any such real estate
mortgage or deed of trust shall derogate from any of the rights or remedies of
Secured Party hereunder.

            4.01. Other Security Documents. Concurrently herewith Pledgor is
executing and delivering to Secured Party the other Security Documents. All
collateral covered by such other Security Documents shall be governed by the
terms of such other Security Documents and not by the terms of this Agreement
(to the extent that the terms of such other Security Documents conflict with the
terms hereof).

            4.02. Omitted.

            4.03. Omitted.
<PAGE>
                                                                               6


      Section 5. REPRESENTATIONS AND WARRANTIES. Pledgor represents and warrants
to Secured Party as follows:

            5.01. Nature of Collateral. None of the Collateral constitutes, or
is the proceeds of, farm products and none of the Collateral has been purchased
will be used by Pledgor primarily for personal, family or household purposes,
and except as indicated in the Perfection Certificate:

                  (a) none of the account debtors or other persons obligated on
any of the Collateral is a governmental authority subject to the Federal
Assignment of Claims Act or like federal, state or local statute or rule in
respect of such Collateral (a "GOVERNMENT DEBTOR"), which Collateral has a value
of at least $1,000,000, and, in the case of Collateral that is a contract, also
has a term of at least one (1) year.

                  (b) Pledgor holds no commercial tort claims.

            5.02. Perfection Certificate; Perfection.

                  (a) All information set forth on the Perfection Certificate
is, and all information set forth on each Perfection Supplement shall be,
accurate and complete.

                  (b) Omitted.

      Section 6. COVENANTS. Pledgor covenants and agrees with Secured Party, in
each case at Pledgor's own cost and expense, as follows.

            6.01. Pledgor's Name, Legal Status, Locations. Without providing at
least thirty (30) days' prior written notice to Secured Party, Pledgor shall not
change (a) its name; (b) its type of organization, its jurisdiction or
organization or other legal structure; or (c) its place of business or (if it
has more than one place of business) its chief executive office or its mailing
address.

            6.02. Pledgor's Organizational Number. Without providing at least
thirty (30) days' prior written notice to Secured Party, Pledgor shall not
change its organizational identification number if it has one. If Pledgor does
not have an organizational identification number and later obtains one, Pledgor
shall forthwith notify Secured Party of such organizational identification
number.

            6.03. Title to Collateral. (a) Except for the Security Interest
herein granted and Liens not expressly prohibited by the Indentures, Pledgor
shall be the owner of the Collateral free from (and Pledgor shall not create or
suffer to exist on the Collateral) any Lien; and (b) Pledgor shall not pledge,
mortgage or create, or suffer to exist a Lien on the Collateral in favor of any
person other than Secured Party except for Liens permitted by the Indentures.

            6.04. Promissory Notes and Tangible Chattel Paper. Subject to
Section 7, if Pledgor shall at any time hold or acquire any promissory notes or
tangible chattel paper, Pledgor shall forthwith endorse, assign and deliver the
same to Secured Party, accompanied by such instruments of transfer or assignment
duly executed in blank as Secured Party may from time to time specify and with
respect to any such Collateral in the possession or control of Secured Party,
Pledgor waives any restriction or obligation imposed on Secured Party by
Sections 9-207(c)(1) and 9-207(c)(2) of the NYUCC. Secured Party agrees that,
upon written request from Pledgor certifying that Pledgor requires possession of
a promissory note or tangible chattel paper then in the possession of Secured
Party in order to enforce the
<PAGE>
                                                                               7


same, it shall deliver to Pledgor such promissory note or tangible chattel paper
to Pledgor; Pledgor agrees that such promissory note or tangible chattel paper
shall be held to the order of Secured Party.

            6.05. Deposit Accounts. Subject to Section 7, for each deposit
account that Pledgor at any time opens or maintains, Pledgor shall cause the
depositary bank to enter into a Deposit Account Control Agreement. Secured Party
agrees with Pledgor that Secured Party shall not give to any Depositary the
notice referred to in Section 2.01 of the Deposit Account Control Agreement or
withhold any withdrawal rights from Pledgor, unless an Enforcement Event has
occurred and is continuing. The foregoing provisions of this Section 6.05 shall
not apply to (i) deposit accounts for which Secured Party is the depositary bank
and (ii) deposit accounts specially and exclusively used for payroll, payroll
taxes and other employee wage and benefit payments to or for the benefit of
Pledgor's salaried employees. With respect to any deposit accounts, rights
arising under deposit accounts or proceeds thereof in the possession or within
the control of Secured Party, Pledgor waives any restriction or obligation
imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the
NYUCC.

            6.06. Investment Property. If Pledgor shall at any time hold or
acquire any certificated securities, Pledgor shall forthwith endorse, assign and
deliver the same to Secured Party, accompanied by such instruments of transfer
or assignment duly executed in blank as Secured Party may from time to time
specify. If any securities now owned or hereafter acquired by Pledgor are
uncertificated and are issued to Pledgor or its nominee directly by the issuer
thereof, Pledgor shall immediately notify Secured Party thereof and shall cause
the issuer to enter into a written agreement or other authenticated record with
Secured Party, in form and substance satisfactory to Secured Party, pursuant to
which such issuer shall agree, among other things, to comply with instructions
from Secured Party as to such securities, without further consent of Pledgor or
such nominee; in the event Pledgor is unable or otherwise fails to obtain such
written agreement or other authenticated record from an issuer, Pledgor shall
arrange for Secured Party or a Delegate to become the registered owner of the
securities. If any securities, whether certificated or uncertificated, or other
investment property now or hereafter acquired by Pledgor are held or acquired by
Pledgor or its nominee through a securities intermediary or commodity
intermediary, Pledgor shall immediately notify Secured Party thereof and shall
cause such securities intermediary or (as the case may be) commodity
intermediary to enter into a written agreement or other authenticated record
with Secured Party, in form and substance satisfactory to Secured Party,
pursuant to which such securities intermediary or commodities intermediary, as
the case may be, shall, among other things, agree to comply with entitlement
orders or other instructions from Secured Party to such securities intermediary
as to such securities or other investment property, or (as the case may be) to
apply any value distributed on account of any commodity contract as directed by
Secured Party to such commodity intermediary, in each case without further
consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise
fails to obtain such written agreement or other authenticated record from a
securities intermediary or commodities intermediary, as the case may be, Pledgor
shall, in the case of financial assets or other investment property held through
a securities intermediary, arrange for Secured Party or a Delegate to become the
entitlement holder with respect to such investment property, with Pledgor being
permitted, only with the consent of Secured Party (acting on instructions
received pursuant to the terms of the STID), to exercise rights to withdraw or
otherwise deal with such investment property. Secured Party agrees with Pledgor
that Secured Party shall not give any such entitlement orders or instructions or
directions to any such issuer, securities intermediary or commodity
intermediary, and shall not withhold
<PAGE>
                                                                               8


its consent to the exercise of any withdrawal or dealing rights by Pledgor,
unless an Enforcement Event has occurred and is continuing or, after giving
effect to any such investment and withdrawal rights not otherwise permitted by
the Relevant Documents, a Default or Event of Default would occur. The
provisions of this Section 6.06 shall not apply to any financial assets credited
to a securities account for which Secured Party is the securities intermediary.
With respect to any such Collateral in the possession or within the control of
Secured Party, Pledgor waives any restriction or obligation imposed on Secured
Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

            6.07. Collateral in the Possession of a Bailee. Subject to Section
7, if any goods are at any time in the possession of a bailee (which bailee has
agreed to hold or in fact holds such goods for more than ninety (90) days),
Pledgor shall promptly notify Secured Party thereof and shall use commercially
reasonable efforts promptly to obtain an acknowledgement from such bailee, in
form and substance satisfactory to Secured Party, that such bailee holds such
Collateral for the benefit of Secured Party and shall act upon the instructions
of Secured Party, without the further consent of Pledgor. Secured Party agrees
with Pledgor that Secured Party shall not give any such instructions unless an
Enforcement Event has occurred and is continuing or a Default or Event of
Default would occur after taking into account any action by Pledgor with respect
to such bailee. With respect to any such Collateral in the possession or within
the control of Secured Party or a bailee, Pledgor waives any restriction or
obligation imposed on Secured Party by Sections 9-207(c)(1) and 9-207(c)(2) of
the UCC.

            6.08. Electronic Chattel Paper and Transferable Records. Subject to
Section 7, if Pledgor at any time holds or acquires an interest in any
electronic chattel paper or any "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, Pledgor shall promptly notify Secured Party
thereof and shall use commercially reasonable efforts to vest in Secured Party
control, under Section 9-105 of the UCC, 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. Secured Party agrees with Pledgor that Secured Party shall
arrange, pursuant to procedures satisfactory to Secured Party and so long as
such procedures will not result in Secured Party's loss of control, for Pledgor
to make alterations to the electronic chattel paper or transferable record
permitted under Section 9-105 of the UCC 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, unless an Enforcement Event has
occurred and is continuing or a Default or Event of Default would occur after
taking into account any action by Pledgor with respect to such electronic
chattel paper or transferable record. With respect to any such Collateral in the
possession or within the control of Secured Party, Pledgor waives any
restriction or obligation imposed on Secured Party by Sections 9-207(c)(1),
9-207(c)(2) and 9-208 of the NYUCC.

            6.09. Letter of Credit Rights. Subject to Section 7, if Pledgor is
at any time a beneficiary under a letter of credit now or hereafter issued in
favor of Pledgor with a term of ninety (90) days or longer, Pledgor shall
promptly notify Secured Party thereof and Pledgor shall use commercially
reasonable efforts to arrange, for the issuer and any nominated person with
respect to such letter of credit to consent, pursuant to an agreement or other
authenticated record with and in form and substance
<PAGE>
                                                                               9


satisfactory to Secured Party, to an assignment to Secured Party of the proceeds
of any drawing under the letter of credit ; in the event Pledgor is unable or
otherwise fails to obtain such agreement or other authenticated record from an
issuer, Pledgor shall arrange for Secured Party or a Delegate to become the
transferee beneficiary of the letter of credit, with Secured Party agreeing, in
each case, that the proceeds of any drawing under the letter of credit are to be
applied as provided in the STID. With respect to any such Collateral in the
possession or within the control of Secured Party, Pledgor waives any
restriction or obligation imposed on Secured Party by Sections 9-207(c)(1),
9-207(c)(2) and 9-208 of the NYUCC.

            6.10. Commercial Tort Claims. Subject to Section 7, if Pledgor shall
at any time hold or acquire a commercial tort claim, Pledgor shall upon the
assertion of such claim in litigation, arbitration or any other proceeding
(whether by way of the filing of a complaint, counterclaim, cross claim or
otherwise), notify Secured Party in a writing signed by Pledgor of the brief
details thereof and grant to Secured Party 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 Secured Party.

            6.11. Intellectual Property.

                  (a) Pledgor shall within twenty (20) days of (i) filing an
application for the registration of any Patent, Trademark, or Copyright with the
PTO, the Copyright Office or any similar office or agency of any jurisdiction,
and (ii) receiving a notice of any Patent, Trademark or Copyright registration
from the PTO, the Copyright Office or any similar office or agency of any
jurisdiction (whether by itself or through any agent, employee, licensee or
designee) give Secured Party written notice thereof, and shall execute and
deliver to Secured Party any and all Patent Security Agreement Supplements,
Trademark Security Agreement Supplements or Copyright Security Agreement
Supplements as Secured Party may request to evidence Secured Party's Security
Interest in such Patent, Trademark or Copyright, and the general intangibles of
Pledgor relating thereto or represented thereby.

                  (b) Pledgor shall take all actions requested by Secured Party
to maintain and pursue each application, to obtain the relevant registration and
to maintain the registration of its Patents or Trademarks (now or hereafter
existing), including the filing of applications for renewal, affidavits of use,
affidavits of noncontestability and opposition and interference and cancellation
proceedings, unless Pledgor shall reasonably determine that such Patent or
Trademark is not material to the conduct of its business.

                  (c) With respect to any Intellectual Property constituting
Collateral that Pledgor has reasonably determined continues to be useful and
material to the conduct of Pledgor's business, Pledgor shall manage such
Intellectual Property consistent with its past practices related to prosecution,
maintenance, dedication to the public, abandonment, protection and enforcement
of Intellectual Property.

                  (d) Pledgor assumes all responsibility and liability arising
from the use of the Intellectual Property and hereby indemnifies and holds
Secured Party and each other Secured Creditor harmless from and against any
claim, suit, loss, damage or expense (including attorneys' fees arising out of
any alleged defect in any product manufactured, promoted or sold by Pledgor (or
any affiliate or subsidiary thereof) in connection with such Intellectual
Property or out of the manufacture, promotion, labelling, sale or advertisement
of any such product by Pledgor (or any affiliate or subsidiary thereof).
<PAGE>
                                                                              10


      6.12. Landlord Consents. Pledgor shall use commercially reasonable efforts
to deliver to Secured Party an executed letter in form and substance acceptable
to Secured Party from each landlord from which Pledgor leases premises on which
Goods or Inventory of Pledgor with a book value in excess of ten million dollars
($10,000,000) is located, stored, used or held in the United States of America
promptly upon the book value of Goods or Inventory located, stored, used or held
at such premises reaching ten million dollars ($10,000,000) (each such letter, a
"LANDLORD WAIVER LETTER") pursuant to which such landlord, among other things,
acknowledges the security interest granted by Pledgor to Secured Party in such
Goods and Inventory, waives or subordinates any Lien such landlord may have in
respect of such Goods or Inventory and agrees to provide the Secured Party with
access to such premises upon the occurrence and during the continuance of an
Event of Default.

      6.13. Dispositions of Collateral. Pledgor shall not sell or otherwise
dispose, or offer to sell or otherwise dispose, of the Collateral or any
interest therein except for (i) sales and leases of inventory in the ordinary
course of business and (ii) dispositions not expressly prohibited by the
Indentures.

      6.14. Periodic Certification. Each year, at the time of delivery of annual
financial statements with respect to the preceding fiscal year pursuant to
Section 4.20 of the Indentures, Pledgor shall deliver to Secured Party a
supplemental perfection certificate (each, a "PERFECTION SUPPLEMENT") executed
by Pledgor setting forth the information required pursuant to the Perfection
Certificate or confirming that there has been no change in such information
since the date of such certificate or the date of the most recent certificate
delivered pursuant to this Section 6.14.

      6.15. Other Actions as to any and all Collateral. Pledgor further agrees
to take any other action requested by Secured Party to ensure the attachment and
perfection of, and the ability of Secured Party to enforce, the Security
Interest created or purported to be created, in any and all of the Collateral or
for the exercise of rights and remedies of Secured Party provided by or pursuant
to this Agreement or by law including, without limitation, (a) executing,
delivering and, where appropriate, filing financing statements and amendments
relating thereto under the UCC; (b) causing Secured Party's name to be noted as
secured party on any certificate of title for a titled good if such notation is
a condition to attachment or perfection of, or ability of Secured Party to
enforce, the Security Interest in such Collateral; (c) complying with any
provision of any statute, regulation or treaty of the United States as to any
Collateral if compliance with such provision is a condition to the attachment or
perfection of, or the ability of Secured Party to enforce, the Security Interest
in such Collateral; (d) obtaining governmental and other third party consents
and approvals, including without limitation any consent of any licensor, lessor
or other person obligated on Collateral; (e) obtaining waivers from mortgagees,
bailees, landlords and any other person who has possession of or any interest in
any Collateral or any real property on which any Collateral may be located, in
form and substance satisfactory to Secured Party; and (f) executing, delivering
and recording, where applicable, such other documents or instruments and taking
all actions required by the UCC or by other law, as applicable in any relevant
UCC jurisdiction, or by other law as applicable in any foreign jurisdiction.

      6.16. Federal Assignment of Claims Act. Subject to Section 7, Pledgor
shall (x) within ten (10) Business Days of the existence of a Governmental
Debtor send to such entity a written request that such entity, in writing (an
"ACA LETTER") (i) consent to the security interest granted by Pledgor to
<PAGE>
                                                                              11


Secured Party in such Collateral, (ii) agree to do such other things as may be
necessary pursuant to the terms of the Collateral, and (iii) to agree that, upon
receipt of notice from Secured Party, such entity will make payments under such
Collateral as Secured Party shall direct; and (y) use commercially reasonable
efforts to deliver to Secured Party, within thirty (30) days of Pledgor's
request sent pursuant to clause (x) above, such ACA Letter executed by such
Governmental Debtor.

      Section 7. Limitations on Requirements as to Perfection. The covenants of
Pledgor set forth in Sections 6.04, 6.05, 6.07, 6.08, 6.09, 6.10 and 6.16 are
subject to the following limitations:

               (a) Pledgor shall not be required to comply with the perfection
requirements of Section 6.04 except with respect to any promissory note or item
of tangible commercial paper that evidences an obligation of at least (i)
$1,000,000, if there has occurred and is continuing a Default or an Event of
Default, of which occurrence the Issuer has notified the Senior Note Trustee
pursuant to Section 6.19 of the Senior Note Indenture or the Junior Note Trustee
pursuant to Section 6.19 of the Junior Note Indenture or of which occurrence the
Senior Note Trustee, the Holders of the Senior Note, the Junior Note Trustee or
the Holders of the Junior Notes have notified the Issuer or (ii) $5,000,000,
otherwise.

               (b) Pledgor shall not be required to comply with the perfection
requirements of Section 6.05 with respect to any bank account that does not at
any time have a credit balance of $150,000. Pledgor shall within fifteen (15)
Business Days after the date of this Agreement deliver to Secured Party Deposit
Account Control Agreements executed by depositary banks with respect to bank
accounts, the aggregate balance of which is at least 50% of the aggregate
balance of all bank accounts that are subject to the perfection requirements of
Section 6.05. Pledgor shall within thirty (30) days after the date of this
Agreement deliver to Secured Party Deposit Account Control Agreements executed
by depositary banks with respect to the remainder of the bank accounts that are
subject to the perfection requirements of Section 6.05.

               (c) Pledgor shall not be required to comply with the perfection
requirements of Section 6.07 except with respect to goods agreed to be held or
in fact held by a bailee, which goods have an aggregate book value at least (i)
$1,000,000, if there has occurred and is continuing a Default or an Event of
Default, of which occurrence the Issuer has notified the Senior Note Trustee
pursuant to Section 6.19 of the Senior Note Indenture or the Junior Note Trustee
pursuant to Section 6.19 of the Junior Note Indenture, or of which occurrence
the Senior Note Trustee, the Holders of the Senior Notes, the Junior Note
Trustee or the Holders of the Junior Notes have notified the Issuer or (ii)
$5,000,000, otherwise.

               (d) Pledgor shall not be required to comply with the perfection
requirements of Section 6.08 except with respect to any item of electronic
chattel paper or any transferable record that evidences an obligation of at
least (i) $1,000,000, if there has occurred and is continuing a Default or an
Event of Default, of which occurrence the Issuer has notified the Senior Note
Trustee pursuant to Section 6.19 of the Senior Note Indenture or the Junior Note
Trustee pursuant to Section 6.19 of the Junior Note Indenture, or of which
occurrence the Senior Note Trustee, the Holders of the Senior Notes, the Junior
Note Trustee or the Holders of the Junior Notes have notified the Issuer or (ii)
$5,000,000, otherwise.

               (e) Pledgor shall not be required to comply with the perfection
requirements of Section 6.09 except with respect to one or more letters of
credit issued by an issuer for the benefit of
<PAGE>
                                                                              12


Pledgor, which letters of credit have an aggregate face amount of at least (i)
$1,000,000, if there has occurred and is continuing a Default or an Event of
Default, of which occurrence the Issuer has notified the Senior Note Trustee
pursuant to Section 6.19 of the Senior Note Indenture or the Junior Note Trustee
pursuant to Section 6.19 of the Junior Note Indenture, or of which occurrence
the Senior Note Trustee, the Holders of the Senior Notes, the Junior Note
Trustee or the Holders of the Junior Notes have notified the Issuer or (ii)
$5,000,000, otherwise.

                  (f) Pledgor shall not be required to comply with the
perfection requirements of Section 6.10 except with respect to Pledgor's
commercial tort claim or series of related commercial tort claims worth at least
(i) $1,000,000, if there has occurred and is continuing a Default or an Event of
Default, of which occurrence the Issuer has notified the Senior Note Trustee
pursuant to Section 6.19 of the Senior Note Indenture or the Junior Note Trustee
pursuant to Section 6.19 of the Junior Note Indenture, or of which occurrence
the Senior Note Trustee, the Holders of the Senior Notes, the Junior Note
Trustee or the Holders of the Junior Notes have notified the Issuer or (ii)
$5,000,000, otherwise.

                  (g) Pledgor shall not be required to comply with the
perfection requirements of Section 6.16 except (i) with respect to any item of
Collateral that has a value of at least $1,000,000, and, in the case of
Collateral that is a contract, also has a term of at least one (1) year; and
(ii) if there has occurred and is continuing (a) an Insolvency Event of Default,
(b) an Enforcement Event or (c) the occurrence of any Event of Default with
respect to which the Security Trustee has been instructed under the STID; and
(iii) upon the request of the Secured Party, acting upon instructions pursuant
to the STID.

      Section 8. Inspection and Verification. Secured Party and such Persons as
Secured Party may designate shall have the right, as reasonably required and
upon reasonable notice, at Pledgor's own cost and expense, to inspect the
Collateral, all records related thereto (and to make extracts and copies from
such records) and the premises upon which any of the Collateral is located, to
discuss Pledgor's affairs with the officers of Pledgor and its independent
accountants and to verify the validity, amount, quality, quantity, value,
condition and status of, or any other matter relating to, the Collateral,
including by contacting account debtors or others obligated with respect to
Collateral and, in the case of Collateral in the possession of any third person,
the third Person possessing such Collateral.

      Section 9. Collateral Protection Expenses; Preservation of Collateral.

               9.01. Expenses Incurred by Secured Party. If Pledgor fails to
discharge taxes or other encumbrances at any time levied or placed on any of the
Collateral, make repairs thereto or pay any necessary filing fees or insurance
premiums, Secured Party may, in its discretion, discharge such taxes and other
encumbrances, make such repairs and pay such filing fees or insurance premiums.
Secured Party shall have no obligation to Pledgor to make any such expenditures,
nor shall the making thereof relieve Pledgor of any default. Pledgor shall
reimburse Secured Party immediately upon demand for any such expenditures
pursuant to Section 21.09.

               9.02. Secured Party's Obligations and Duties. Anything herein to
the contrary notwithstanding, Pledgor shall remain liable under each contract or
agreement comprised in the Collateral to be observed or performed by Pledgor
thereunder. Secured Party shall not have any obligation or liability under any
such contract or agreement by reason of or arising out of this Agreement or the
receipt by Secured Party of any payment relating to any of the Collateral, nor
shall Secured Party be obligated in
<PAGE>
                                                                              13


any manner to perform any of the obligations of Pledgor under or pursuant to any
such contract or agreement, to make inquiry as to the nature or sufficiency of
any payment received by 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 that may have been assigned
to Secured Party or to which Secured Party may be entitled at any time or times.
Secured Party's sole duty with respect to the custody, safe keeping and physical
preservation of the Collateral in its possession, under Section 9-207 of the
NYUCC or otherwise, shall be to deal with such Collateral in the same manner as
Secured Party deals with similar property for its own account.

               9.03. Use of Collateral. With respect to any Collateral in the
possession of Secured Party, or a bailee or other third party holding on its
behalf, Secured Party (acting on instructions received pursuant to the terms of
the STID) may, at any time after the occurrence and during the continuance of an
Enforcement Event a, use or operate such Collateral in any manner and to the
extent determined by Secured Party.

      Section 10. Securities and Deposits. Without limitation of Section 6.06,
Secured Party (acting on instructions received pursuant to the terms of the
STID) may at any time after the occurrence and during the continuance of an
Enforcement Event, at its option, transfer to itself or any nominee any
securities constituting Collateral, receive any income thereon and hold such
income as additional Collateral or apply it to the Secured Obligations in
accordance with the STID. Whether or not any Secured Obligations are due,
Secured Party may after the occurrence and during the continuance of an
Enforcement Event demand, sue for, collect, or make any settlement or compromise
that it deems desirable with respect to the Collateral. Regardless of the
adequacy of Collateral or any other security for the Secured Obligations, any
deposits or other sums at any time credited by or due from Secured Party to
Pledgor may at any time be applied to or set off against any of the Secured
Obligations whether or not due and owing.

      Section 11. Notification to Account Debtors and Other Persons Obligated on
Collateral. If an Enforcement Event shall have occurred and be continuing,
Pledgor shall notify account debtors and other persons obligated on any of the
Collateral of the security interest of Secured Party in any account, chattel
paper, general intangible, instrument or other Collateral and that payment
thereof is to be made directly to Secured Party or to any financial institution
designated by Secured Party as Secured Party's agent therefor, and Secured Party
(acting on instructions received pursuant to the terms of the STID) may itself,
if an Enforcement Event shall have occurred and be continuing, without notice to
or demand upon Pledgor, so notify account debtors and other persons obligated on
Collateral. After the giving of any such notification, Pledgor shall hold any
proceeds of collection of accounts, chattel paper, general intangibles,
instruments and other Collateral received by Pledgor as trustee for Secured
Party without commingling the same with other funds of Pledgor and shall turn
the same over to Secured Party in the identical form received, together with any
necessary endorsements or assignments. Secured Party may apply the proceeds of
collection of accounts, chattel paper, general intangibles, instruments and
other Collateral received by Secured Party to the Secured Obligations or hold
such proceeds as additional Collateral, at the option of Secured Party in
accordance with the STID. The provisions of Section 9-209
<PAGE>
                                                                              14


of the NYUCC shall not apply to any account, chattel paper or payment intangible
as to which notification of assignment has been sent to the account debtor or
other person obligation on the Collateral.

      Section 12. Power of Attorney.

               12.01. Appointment and Powers of Secured Party. Pledgor hereby
irrevocably constitutes and appoints Secured Party and any director, officer or
agent thereof, with full power of substitution, as its true and lawful
attorneys-in-fact with full irrevocable power and authority in the place and
stead of Pledgor or in Secured Party's own name, for the purpose of carrying out
the terms of this Agreement, to take any and all appropriate action and to
execute any and all documents and instruments that may be necessary or desirable
to accomplish the purposes of this Agreement and any agreement entered into
pursuant to the terms hereof (including, without limitation, the Deposit Account
Control Agreements) and, without limiting the generality of the foregoing,
hereby gives said attorneys the power and right, on behalf of Pledgor, without
notice to or assent by Pledgor, to do the following:

                  (a) upon the occurrence and during the continuance of an
Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at
the expense of Pledgor, generally to sell, transfer, pledge, license, lease,
otherwise dispose of, make any agreement with respect to or otherwise deal with
any of the Collateral in such manner as is consistent with the NYUCC and as
fully and completely as though Secured Party were the absolute owner thereof for
all purposes, and to do at Pledgor's expense, at any time, or from time to time,
all acts and things that Secured Party deems necessary to protect, preserve or
realize upon the Collateral and the Security Interest therein, in order to
effect the intent of this Agreement, all as fully and effectively as Pledgor
might do, including, without limitation: (i) making, settling and adjusting
claims in respect of Collateral under policies of insurance, endorsing the name
of such Pledgor 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; (ii) filing and prosecuting registration and
transfer applications with the appropriate federal or local agencies or
authorities with respect to trademarks, copyrights and patentable inventions and
processes; (iii) upon written notice to Pledgor, exercising voting rights with
respect to voting securities, which rights may be exercised, if Secured Party so
elects, with a view to causing the liquidation in a commercially reasonable
manner of assets of the issuer of any such securities; and (iv) executing,
delivering and recording, in connection with any sale or other disposition of
any Collateral, of the endorsements, assignments or other instruments of
conveyance or transfer with respect to such Collateral; and

                  (b) to the extent that Pledgor's authorization given in
Section 3 is not sufficient to file such financing statements with respect
hereto, with or without Pledgor's signature, or a photocopy of this Agreement in
substitution for a financing statement, as Secured Party may deem appropriate
and to execute in Pledgor's name such financing statements and amendments
thereto and continuation statements that may require Pledgor's signature.

               12.02. Ratification by Pledgor. To the extent permitted by law,
Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be
done by virtue of this Section 12. This power of attorney is a power coupled
with an interest and is irrevocable.
<PAGE>
                                                                              15



               12.03. No Duty on Secured Party. The powers conferred on Secured
Party, its directors, officers and agents pursuant to this Section 12 are solely
to protect Secured Party's interests in the Collateral and shall not impose any
duty upon any of them to exercise any such powers. Secured Party shall be
accountable only for the amounts that it actually receives as a result of the
exercise of such powers, and neither it nor any of its officers, directors,
employees or agents shall be responsible to Pledgor for any act or failure to
act, except for Secured Party's own gross negligence or willful misconduct.

      Section 13. Remedies. In each case below, subject to the limitations on
enforcement by the Secured Party in clauses 9 and 10 of the STID;

      13.01. Remedies upon Default. If an Enforcement Event shall have occurred
and be continuing, Secured Party (acting on instructions received pursuant to
the terms of the STID) may, without notice to or demand upon Pledgor, declare
this Agreement to be in default, and Secured Party shall thereafter have in any
jurisdiction in which enforcement hereof is sought, in addition to all other
rights and remedies, the rights and remedies of a secured party under the NYUCC
or the UCC of any other jurisdiction in which Collateral is located, including,
without limitation, the right to take possession of the Collateral, and for that
purpose Secured Party may, so far as Pledgor can give authority therefor, enter
upon any premises on which the Collateral may be situated and remove the same
therefrom. Secured Party may in its discretion require Pledgor to assemble all
or any part of the Collateral at such location or locations within the
jurisdiction(s) of Pledgor's principal office(s) or at such other locations as
Secured Party may reasonably designate. Unless the Collateral is perishable or
threatens to decline speedily in value or is of a type customarily sold on a
recognized market, Secured Party shall give to Pledgor at least ten (10) days'
prior written notice of the time and place of any public sale of Collateral or
of the time after which any private sale or any other intended disposition is to
be made. Pledgor hereby acknowledges that ten (10) days' prior written notice of
such sale or sales shall be reasonable notice. In addition, Pledgor waives any
and all rights that it may have to a judicial hearing in advance of the
enforcement of any of Secured Party's rights hereunder, including, without
limitation, its right following an Enforcement Event to take immediate
possession of the Collateral and to exercise its rights with respect thereto.
The provisions of Section 9-209 of the NYUCC shall not apply to any account,
chattel paper or payment intangible as to which notification of assignment has
been sent to the account debtor. In addition, Secured Party shall have the right
to set off any and all obligations of Secured Party owing to Pledgor under or
pursuant to any Relevant Document, in respect of Collateral or otherwise,
against any and all Secured Obligations and any and all other obligations under
any and all of the Relevant Documents, or any other instrument or agreement
owing by Pledgor or any affiliate of Pledgor to Secured Party under this
Agreement or any of the other Relevant Documents, regardless of whether any such
obligations of Pledgor or any affiliate of Pledgor is mature or unmature. In the
case of unmatured obligations, Secured Party may estimate the amount thereof in
good faith.

      Section 14. Standards for Exercising Remedies. To the extent that
applicable law imposes duties on Secured Party to exercise remedies in a
commercially reasonable manner, Pledgor acknowledges and agrees (subject to
clause 14 of the STID) that it is not commercially unreasonable for Secured
Party (a) to fail to incur expenses reasonably deemed significant by Secured
Party to prepare Collateral for disposition or otherwise to complete raw
material or work in process into finished goods or
<PAGE>
                                                                              16


other finished products for disposition or to postpone any such disposition
pending any such preparation or processing; (b) to fail to obtain third party
consents for access to Collateral to be disposed of, or to obtain or, if not
required by other law, to fail to obtain governmental or third party consents
for the collection or disposition of Collateral to be collected or disposed of;
(c) to fail to exercise collection remedies against account debtors or other
persons obligated on Collateral or to remove any Lien on or any adverse claims
against Collateral; (d) to exercise collection remedies against account debtors
and other persons obligated on Collateral directly or through the use of
collection agencies and other collection specialists; (e) to advertise
dispositions of Collateral through publications or media of general circulation,
whether or not the Collateral is of a specialized nature; (f) to contact other
persons, whether or not in the same business as Pledgor, for expressions of
interest in acquiring all or any portion of the Collateral; (g) to hire one or
more professional auctioneers to assist in the disposition of Collateral,
whether or not the collateral is of a specialized nature; (h) to dispose of
Collateral by utilizing Internet sites that provide for the auction of assets of
the types included in the Collateral or that have the reasonable capability of
doing so, or that match buyers and sellers of assets; (i) to dispose of assets
in wholesale rather than retail markets; (j) to disclaim disposition warranties;
(k) to purchase insurance or credit enhancements to insure Secured Party against
risks of loss, collection or disposition of Collateral or to provide to Secured
Party a guaranteed return from the collection or disposition of Collateral; or
(l) to the extent deemed appropriate by Secured Party, to obtain the services of
other brokers, investment bankers, consultants and other professionals to assist
Secured Party in the collection or disposition of any of the Collateral. Pledgor
acknowledges that the purpose of this Section 14 is to provide non-exhaustive
indications of what actions or omissions by Secured Party would not be
commercially unreasonable in Secured Party's exercise of remedies against the
Collateral and that other actions or omissions by Secured Party shall not be
deemed commercially unreasonable solely on account of not being indicated in
this Section 14. Without limiting the foregoing, nothing contained in this
Section 14 shall be construed to grant any rights to Pledgor or to impose any
duties on Secured Party that would not have been granted or imposed by this
Agreement or by applicable law in the absence of this Section 14.

      Section 15. Waivers by Pledgor; Obligations Absolute.

               (a) Pledgor waives demand, notice, protest, notice of acceptance
of this Agreement, notice of loans made, credit extended, Collateral received or
delivered or other action taken in reliance hereon and all other demands and
notices of any description thereof, all in such manner and at such time or times
as Secured Party may deem advisable. Secured Party shall have no duty as to the
collection or protection of the Collateral or any income thereon, nor as to the
preservation of rights against prior parties, nor as to the preservation of any
rights pertaining thereto beyond the safe custody thereof as set forth in
Section 9.02.

               (b) All rights of Secured Party hereunder, the Security Interest
and all obligations of Pledgor hereunder shall be absolute and unconditional
irrespective of (i) any lack of validity or enforceability of the Indentures,
the STID or any other Relevant Document, any agreement with respect to any of
the Secured Obligations or any other agreement or instrument relating to any of
the foregoing, (ii) any change in the time, manner or place of payment of, or in
any other term of, all or any of the Secured Obligations, or any other amendment
or waiver of or any consent to any departure from the Indentures, any other
Relevant Document, or any other agreement or instrument, (iii) any exchange,
<PAGE>
                                                                              17


release or non-perfection of any Lien on other collateral, or any release or
amendment or waiver of or consent under or departure from or any acceptance of
partial payment thereon and or settlement, compromise or adjustment of any of
the Secured Obligations or of any guarantee, securing or guaranteeing all or any
of the Secured Obligations, or (iv) any other circumstance that might otherwise
constitute a defense available to, or a discharge of, Pledgor in respect of the
Secured Obligations or this Agreement.

      Section 16. Marshalling. Secured Party shall not be required to marshal
any present or future collateral security (including but not limited to this
Agreement and the Collateral) for, or other assurances of payment of, the
Secured Obligations or any of them or to resort to such collateral security or
other assurances of payment in any particular order, and all of its rights
hereunder and in respect of such collateral security and other assurances of
payment shall be cumulative and in addition to all other rights, however
existing or arising. To the extent that it lawfully may, Pledgor hereby agrees
that it shall not invoke any law relating to the marshalling of collateral that
might cause delay in or impede the enforcement of Secured Party's rights under
this Agreement or under any other instrument creating or evidencing any of the
Secured Obligations or under which any of the Secured Obligations is outstanding
or by which any of the Secured Obligations is secured or payment thereof is
otherwise assured, and, to the extent that it lawfully may, Pledgor hereby
irrevocably waives the benefits of all such laws.

      Section 17. Proceeds of Dispositions. After deducting all expenses payable
by Pledgor, including, without limitation, under Section 21.09(a), and after
making any payments required by Sections 9-608(a)(1)(A) or 9-615(a)(1) of the
NYUCC, the residue of any proceeds of collection or sale of the Collateral
shall, to the extent actually received in cash, be applied to the payment of the
remaining Secured Obligations in such order or preference as is provided in the
STID, proper allowance and provision being made for any Secured Obligations not
then due or held as additional Collateral. Pledgor shall remain liable for any
deficiency in the payment of the Secured Obligations.

      Section 18. Amounts Due Hereunder. Until paid, all amounts due and payable
by Pledgor hereunder shall be a debt secured by the Collateral and shall bear,
whether before or after judgment, interest until paid at a rate per annum set
forth in Section 21.09.

      Section 19. Termination. Secured Party shall, at the cost of Pledgor,
release the Lien and cancel the security constituted by this Agreement and
procure the reassignment (to the extent necessary) to Pledgor of the Collateral
in accordance with the terms and subject to the conditions and circumstances set
out in clause 5.3 and clause 5.4 of the STID and without recourse to, or any
representations or warranty by, Secured Party or any of its nominees.

      Section 20. Reinstatement. The obligations of Pledgor pursuant to this
Agreement shall continue to be effective or automatically be reinstated, as the
case may be, if at any time payment of any of the Secured Obligations is
rescinded or otherwise must be restored or returned by Secured Party upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of Pledgor or
any other obligor or otherwise, all as though such payment had not been made.
<PAGE>
                                                                              18


      Section 21. Miscellaneous.

               21.01. Notices. Except as otherwise provided herein, whenever it
is provided herein that any notice, demand, request, consent, approval,
declaration or other communication shall or may be given to or served upon any
of the parties by any other party, or whenever any of the parties desires to
give and serve upon any other party any communication with respect to this
Agreement, each such notice, demand, request, consent, approval, declaration or
other communication shall be in writing and shall be given in the manner and to
the address, and deemed received, as provided for in clause 20 of the STID.

               21.02. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES (WHICH PRINCIPLES SHALL BE DEEMED TO EXCLUDE SECTION 5-1401 OF THE
NEW YORK GENERAL OBLIGATIONS LAW). Pledgor agrees that any suit for the
enforcement of this Agreement may be brought in the courts of the State of New
York or any federal court sitting therein and consents to the non-exclusive
jurisdiction of such court and to service of process in any such suit being made
upon Pledgor by mail at the address specified set forth below its name on the
signature pages hereof. Pledgor hereby waives any objection that it may now or
hereafter have to the venue of any such suit or any such court or that such suit
is brought in an inconvenient court.

               21.03. WAIVER OF JURY TRIAL, ETC. PLEDGOR WAIVES ITS RIGHT TO A
JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY LITIGATION OR
DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY SUCH
RIGHTS OR OBLIGATIONS. Pledgor certifies that neither Secured Party nor any
representative, agent or attorney of Secured Party has represented, expressly or
otherwise, that Secured Party would not, in the event of litigation, seek to
enforce the foregoing waivers and acknowledges that, in entering into the
Indentures and the other Relevant Documents to which Secured Party is a party,
Secured Party is relying upon, among other things, the waivers and
certifications contained in this Section 21.03.

               21.04. Counterparts. This Agreement may be executed in two or
more separate counterparts, each of which shall constitute an original and all
of which shall collectively and separately constitute one and the same
agreement.

               21.05. Headings. The headings of each section of this Agreement
are for convenience only and shall not define or limit the provisions thereof.

               21.06. No Strict Construction. The parties hereto have
participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Agreement.

               21.07. Severability. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired
<PAGE>
                                                                              19


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).

               21.08. Survival of Agreement. All covenants, agreements,
representations and warranties made by Pledgor herein and in the certificates or
other instruments prepared or delivered in connection with or pursuant to this
Agreement shall be considered to have been relied upon by Secured Party and
shall survive the execution and delivery of the Indentures, regardless of any
investigation made by Secured Party, and shall continue in full force and effect
until this Agreement shall terminate (or thereafter to the extent provided
herein).

               21.09. Fees and Expenses; Taxes; Indemnification.


                  (a) Pledgor shall, from time to time and promptly on demand by
Secured Party reimburse to Secured Party all costs and expenses (including legal
fees) on a full indemnity basis together with any applicable VAT incurred by
Secured Party (provided that in relation to clause (i) of this Section 21.09(a),
such costs and expenses must be properly incurred) in connection with:

                     (i) the execution, release and discharge of this Agreement
and the Security created or intended to be created in respect of the Collateral
and perfection of the Security Interest contemplated in this Agreement or in any
such documents or forming part of the Security Interest created or intended to
be created in respect of the Collateral;

                     (ii) the actual or contemplated exercise, preservation
and/or enforcement of any of the rights, powers and remedies of, or the
performance of the duties and obligations of, Secured Party, or any amendment or
waiver in respect of this Agreement;

                     (iii) the foreclosure of any Collateral; and

                     (iv) the preservation and/or enforcement of the Security
created or intended to be created in respect of the Collateral;

the amount of which costs and expenses shall carry interest from the date of
such demand until so reimbursed at the rate and on the basis set forth in clause
18.4.1 of the STID.

                  (b) Pledgor shall pay, promptly on demand of Secured Party all
stamp, registration, notarial and other similar Taxes or fees paid or payable by
Secured Party in connection with any action taken or contemplated by or on
behalf of Secured Party for perfecting, enforcing, releasing, cancelling,
reassigning or resolving any doubt concerning, or for any other purpose in
relation to this Agreement, any amendment thereto, any transfer and/or
assignment of the rights and/or obligations under the same or the Security
Interest created or intended to be created in respect of the Collateral and
shall, from time to time, indemnify Secured Party promptly on demand against any
liabilities, costs, claims and expenses resulting from any failure to pay by
Pledgor or any delay by Pledgor in paying any such Taxes or fees.

                  (c) Clause 19 of the STID is hereby incorporated herein by
this reference with the same effect as though set forth in its entirety herein,
as if Pledgor were "Issuer" under such clause.
<PAGE>
                                                                              20


                  (d) Any such amounts payable as provided hereunder shall be
additional Secured Obligations secured hereby. The provisions of this Section
21.09 shall remain operative and in full force and effect regardless of the
termination of this Agreement, the consummation of the transactions contemplated
hereby, the repayment of any of the Notes, the invalidity or unenforceability of
any term or provision of this Agreement or the STID, or any investigation made
by or on behalf of Secured Party. All amounts due under this Section 21.09 shall
be payable on written demand therefor.

               21.10. Matters Relating to Secured Party. Each of Clauses 14, 15
and 16 of the STID is hereby incorporated herein by this reference with the same
effect as though set forth in its entirety herein.

               21.11. Binding Effect; Several Agreement. This Agreement is
binding upon Pledgor and Secured Party and their respective successors and
permitted assigns, and shall inure to the benefit of Pledgor, Secured Party and
their respective successors and permitted assigns, except that Pledgor shall
have no right to assign or transfer its rights or obligations hereunder or any
interest herein (and any such assignment or transfer shall be void) except as
expressly contemplated by this Agreement or the Indentures. Secured Party may
assign and transfer all or any of its rights and obligations under this
Agreement in accordance with the STID, and Secured Party shall be entitled to
disclose such information concerning the Pledgor and this Agreement as the
Secured Party considers appropriate to any actual or proposed direct or indirect
successor or to any person to whom information may be required to be disclosed
by applicable law.

               21.12. Waivers; Amendment.


                  (a) No failure or delay of Secured Party in exercising any
power or right hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right or power, or any abandonment or
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 Secured Party hereunder and under the STID are cumulative and
are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provisions of this Agreement or consent to any departure by
Pledgor therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) below, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice to or demand on Pledgor in any case shall entitle Pledgor 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 Secured Party and Pledgor, subject to any consent
required in accordance with the Indentures and the STID.

                   [the rest of this page intentionally blank]
<PAGE>
                                                                              21




IN WITNESS WHEREOF, intending to be legally bound, Pledgor has caused this
Security Agreement to be duly executed as of the date first above written.

METAPATH SOFTWARE INTERNATIONAL, INC.

By:      MARY SKELLY
         Name:  MARY SKELLY
         Title:  ATTORNEY

Address for New York service of process:

Marconi Electronic Systems Holdings Inc.
c/o Marconi Communications, Inc.
333 Pierce Road - Suite 370
Itasca, Illinois 60143 USA
Attention:  Patricia Hoffman
Telecopier No.:  (630) 285-1514



ACCEPTED AND AGREED:

THE LAW DEBENTURE TRUST CORPORATION P.L.C.

as Secured Party

By:      R.D. RANCE
         Name: R.D. RANCE
         Title: DIRECTOR
<PAGE>
                                                                    Exhibit A to
                                                              Security Agreement

                             PERFECTION CERTIFICATE

Reference is made to the Security Agreement dated as of MAY 19TH, 2003 (the
"SECURITY AGREEMENT") between Metapath Software International, Inc., a
corporation (the "GRANTOR") and The Law Debenture Trust Corporation p.l.c. as
Security Trustee (the "SECURED PARTY"). Capitalized terms used herein without
definition shall have the respective meanings assigned to such terms in the
Security Agreement.

The undersigned, the Authorized Signatory of the Grantor, hereby certifies to
the Secured Party as follows:

1.    NAME. The exact legal name of the Grantor as that name appears on its
      Certificate of Incorporation is as follows:

      Metapath Software International, Inc.

      (Source: Uniform Commercial Code ("UCC") Section 9-503(a).)


2.    OTHER IDENTIFYING FACTORS.

      (a) The following is the mailing address of the Grantor:

      1755 N. Collins Road

      Suite 400

      Richardson, TX 75080

      (Source: UCC Section 9-516(b)(5)(A).)


      (b) If different from its mailing address, the Grantor's place of business
      or, if the Grantor has more than one place of business, its chief
      executive office, is located at the following address:


<TABLE>
<S>               <C>                                  <C>
      Address                  County                  State

      None.
</TABLE>

      (Source: UCC Sections 9-301(a) and 9-307; former UCC Sections 9-103(3),
      9-103(4), 9-401(6).)

      (c) The following is the type of organization of the Grantor:

      Corporation

      (Source: UCC Section 9-516(b)(5)(C).)


                                      A-1
<PAGE>
      (d) The following is the jurisdiction of the Grantor's organization:

      California

      (Source: UCC Section 9-516(b)(5)(C).)


      (e) The following is the Grantor's state-issued organizational
      identification number:

      2120461

      (Source: UCC Section 9-516(b)(5)(C).)


3.    OTHER CURRENT LOCATIONS.

      (a) The following are all other locations in the United States of America
      in which the Grantor maintains any books or records relating to any of the
      Collateral consisting of accounts, instruments, chattel paper, general
      intangibles or mobile goods:

<TABLE>
<S>                            <C>                     <C>
      Address                  County                  State
      -------                  ------                  -----
      Attached as Schedule 3.
</TABLE>

      (Source: UCC Sections 9-301(b) and (c); former UCC Sections 9-103(3),
      9-103(4), 9-401(6).)


      (b) The following are all other locations in the United States of America
      where any of the Collateral consisting of inventory or equipment is
      located:

<TABLE>
<S>                            <C>                     <C>
      Address                  County                  State
      -------                  ------                  -----
      Attached as Schedule 3.
</TABLE>

      (Source: UCC Sections 9-301(b) and (c); former UCC Section 9-103(1).)

      (c) The following are the names and addresses of all persons or entities
      other than the Grantor, such as lessees, consignees, processors,
      warehousemen or purchasers of chattel paper, which persons or entities
      have possession or are intended to have possession of any of the
      Collateral consisting of instruments, chattel paper, inventory or
      equipment and the nature of such possession, if the Collateral is held by
      such person or entity for more than 90 days and has a book or face value,
      as the case may be, equal to or greater than $5,000,000 (five million
      dollars):


                                      A-2
<PAGE>
      None.

4.    INTELLECTUAL PROPERTY. Attached hereto as Schedule 4A is a schedule
      setting forth all of the Grantor's Patents, Patent Licenses, Trademarks
      and Trademark Licenses, including the registration number and the
      expiration date of each Patent, Patent License, Trademark and Trademark
      License owned by the Grantor. Attached hereto as Schedule 4B is a schedule
      setting forth all of the Grantor's Copyrights and Copyright Licenses,
      including the registration number and the expiration date of each
      Copyright or Copyright License owned by the Grantor.

5.    UNUSUAL TRANSACTIONS. Except for those purchases, acquisitions and other
      transactions described on Schedule 3 or on Schedule 8 attached hereto, all
      of the Collateral has been originated by the Grantor in the ordinary
      course of the Grantor's business or consists of goods that have been
      acquired by the Grantor in the ordinary course from a person in the
      business of selling goods of that kind.

      None.

      (Source: UCC Sections 9-102(a)(64), 9-203(f), 9-301(b), 9-315(a) and
      9-316; former UCC Sections 1-201(9), 9-306(2) and 9-402(7) (third
      sentence); see also former UCC Section 9-301(1)(c).)


6.    UCC FILINGS. Attached hereto as Schedule 6 is a copy of financing
      statement filed or to be filed in the central UCC filing office in the
      jurisdiction identified in Section 2(d) and in each real estate recording
      office referred to on Schedule 6 hereto.

7.    SCHEDULE OF FILING. Attached hereto as Schedule 7 is a schedule setting
      forth filing information with respect to the filings described in Section
      7.

8.    STOCK OWNERSHIP AND OTHER EQUITY INTERESTS. Attached hereto as Schedule 8
      is a true and correct list of each equity investment of the Grantor.

9.    DEBT INSTRUMENTS. Attached hereto as Schedule 9 is a true and correct list
      of all promissory notes and other evidence of indebtedness held by the
      Grantor, including all intercompany notes, that have a book or face value,
      as the case may be, equal to or greater than $5,000,000 (five million
      dollars), and additionally for letters of credit, with a term of 90 days
      or longer.

IN WITNESS WHEREOF, I have hereunto signed this Certificate on May 19th, 2003.

      T.C.R. SHEPHERD
             Name:  T.C.R. SHEPHERD
             Title: ATTORNEY


                                      A-3
<PAGE>
                                   SCHEDULE 3

<TABLE>
<S>                             <C>                      <C>
      1755 N. Collins           Richardson               TX
      4807 Clayton Road         Concord                  CA
      601 108th Ave NE          Bellevue                 WA
      6900 College Blvd.        Kansas City              KS
      1110 N. Glebe Rd          Arlington                VA
      1300 Diamond Springs      Virginia Beach           VA
</TABLE>

      Deposit Account:

            Wells Fargo Bank

                  San Francisco CA

                  Account 121000248

                  (two additional accounts)


                                      A-4
<PAGE>
                                   SCHEDULE 4A

                                      None.



                                      A-5
<PAGE>
                                   SCHEDULE 4B

                                      None.


                                      A-6
<PAGE>
                                   SCHEDULE 5

                                      None.


                                      A-7
<PAGE>
                                   SCHEDULE 6


                                      A-8
<PAGE>
                                   SCHEDULE 7


                                      A-9
<PAGE>
                                   SCHEDULE 8

      Shares in:

      Metapath Software International (US), Inc.

      Mobile Systems International Holdings Limited


                                      A-10
<PAGE>
                                   SCHEDULE 9

                                      None.


                                      A-11
<PAGE>

                                                                    EXHIBIT B TO
                                                              SECURITY AGREEMENT

                        SUPPLEMENT TO SECURITY AGREEMENT

                                  (COPYRIGHTS)

WHEREAS, METAPATH SOFTWARE INTERNATIONAL, INC., a California corporation (herein
referred to as "PLEDGOR"), having an address at 333 Pierce Road - Suite 370,
Itasca, IL 60143, has adopted, used and is using the copyrights listed on the
annexed Schedule 1-A, which copyrights are registered in the United States
Copyright Office (the "COPYRIGHTS");

WHEREAS, the Pledgor has entered into a Security Agreement dated as of May 19,
2003 (said Security Agreement, as it may hereafter be amended or otherwise
modified from time to time being the "SECURITY AGREEMENT", the terms defined
therein and not otherwise defined herein being used herein as therein defined)
in favor of the Secured Party; and

WHEREAS, pursuant to the Security Agreement, the Pledgor has granted to Secured
Party a security interest in all right, title and interest of the Pledgor in and
to the Copyrights, and the registrations and recordings thereof in the United
States Copyright Office or any other country or any political subdivision
thereof, all whether now or hereafter owned or licensable by the Pledgor and all
extensions or renewals thereof and all Copyright Licenses, and all proceeds of
all of the foregoing, including, without limitation, any claims by the Pledgor
against third parties for infringement thereof (the "COLLATERAL"), to secure the
payment and performance of the Secured Obligations.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, the Pledgor does hereby further confirm, and put on the public
record, its grant to Secured Party of a security interest in and mortgage on the
Collateral to secure the prompt payment and performance of the Secured
Obligations.

The Pledgor does hereby further acknowledge and affirm that the rights and
remedies of Secured Party with respect to the assignment of and grant of a
security interest in the Collateral made hereby are more fully set forth in the
Security Agreement, the terms and provisions of which are hereby incorporated
herein by reference as if fully set forth herein.

Secured Party's address is 5th Floor, 100 Wood Street, London, EC2V 7EX, United
Kingdom.



                                      C-1
<PAGE>
IN WITNESS WHEREOF, the Pledgor has duly executed or caused this Agreement to be
duly executed as of [ ].

METAPATH SOFTWARE INTERNATIONAL, INC.

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




                                      C-2
<PAGE>
STATE OF              )
                      ) ss.:
COUNTY OF             )

On this ____ day of __________, ____, before me personally appeared
__________________, to me known, who, being by me duly sworn, did depose and say
that he/she resides at _________________________________________ and that he/she
is _______________ of Pledgor; that he/she knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was
affixed pursuant to authority of the Board of Directors of said corporation and
that he/she signed his/her name thereto in his/her capacity as an authorized
officer of said corporation pursuant to such authority.

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

                                                   Notary Public



                                      C-3
<PAGE>
                                                                 SCHEDULE 1-A TO
                                                SUPPLEMENT TO SECURITY AGREEMENT

                                  (COPYRIGHTS)

<TABLE>
<CAPTION>

       COPYRIGHT                 REGISTRATION DATE         REGISTRATION NO.
--------------------------   -------------------------  -----------------------
<S>                          <C>                        <C>

</TABLE>





                                      C-4
<PAGE>
                                                                    EXHIBIT C TO
                                                              SECURITY AGREEMENT

                        SUPPLEMENT TO SECURITY AGREEMENT

                                    (PATENTS)

WHEREAS, METAPATH SOFTWARE INTERNATIONAL, INC., a California corporation (herein
referred to as "PLEDGOR"), having an address at 333 Pierce Road - Suite 370,
Itasca, IL 60143, owns the letters patent, and/or applications for letters
patent, of the United States of America, more particularly described on Schedule
1-A annexed hereto as part hereof (the "PATENTS");

WHEREAS, the Pledgor has entered into a Security Agreement dated as of May 19,
2003 (said Security Agreement, as it may hereafter be amended or otherwise
modified from time to time being the "SECURITY AGREEMENT", the terms defined
therein and not otherwise defined herein being used herein as therein defined)
in favor of the Secured Party; and

WHEREAS, pursuant to the Security Agreement, the Pledgor has granted to Secured
Party a security interest in all right, title and interest of Pledgor in and to
the Patents, together with all registrations and recordings thereof, including,
without limitation, applications, registrations and recordings 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, all whether now or hereafter owned or licensable by
Pledgor, and all reissues, continuations, continuations-in-part, term
restorations or extensions thereof, all Patent Licenses and all proceeds of all
of the foregoing, including, without limitation, any claims by Pledgor against
third parties for infringement thereof for the full term of the Patents (the
"COLLATERAL"), to secure the prompt payment and performance of the Secured
Obligations.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, the Pledgor does hereby further confirm, and put on the public
record, its grant to Secured Party of a security interest in and mortgage on the
Collateral to secure the prompt payment and performance of the Secured
Obligations.

The Pledgor does hereby further acknowledge and affirm that the rights and
remedies of Secured Party with respect to the assignment of and grant of a
security interest in the Collateral made hereby are more fully set forth in the
Security Agreement, the terms and provisions of which are hereby incorporated
herein by reference as if fully set forth herein.

Secured Party's address is 5th Floor, 100 Wood Street, London, EC2V 7EX, United
Kingdom.



                                      D-1
<PAGE>
IN WITNESS WHEREOF, the Pledgor has duly executed or caused this Supplement to
Security Agreement to be duly executed as of [ ].

METAPATH SOFTWARE INTERNATIONAL, INC.

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




                                      D-2
<PAGE>
STATE OF              )
                      ) ss.:
COUNTY OF             )

On this ____ day of ____________, before me personally appeared
________________, to me known, who, being by me duly sworn, did depose and say
that he/she resides at _________________________________ and that he/she is
_______________ of Pledgor; that he/she knows the seal of said corporation; that
the seal affixed to said instrument is such corporate seal; that it was affixed
pursuant to authority of the Board of Directors of said corporation and that
he/she signed his/her name thereto in his/her capacity as an authorized officer
of said corporation pursuant to such authority.

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

                                                   Notary Public



                                      D-3
<PAGE>
                                                                 SCHEDULE 1-A TO
                                                SUPPLEMENT TO SECURITY AGREEMENT

                                    (PATENTS)

<TABLE>
<CAPTION>
                                    DATE FILED               SERIAL NO. OR
          TITLE                     OR GRANTED                PATENT NO.
--------------------------   -------------------------  -----------------------
<S>                          <C>                        <C>

</TABLE>






                                      D-4
<PAGE>
                                                                    EXHIBIT D TO
                                                              SECURITY AGREEMENT

                        SUPPLEMENT TO SECURITY AGREEMENT

                                  (TRADEMARKS)

WHEREAS, METAPATH SOFTWARE INTERNATIONAL, INC., a California corporation (herein
referred to as "PLEDGOR"), having an address at 333 Pierce Road - Suite 370,
Itasca, IL 60143, (1) has adopted, used and is using, or (2) has intended to use
and filed an application indicating that intention, but has not yet filed an
allegation of use under Section l(c) or l(d) of the Trademark Act, or (3) has
filed an application based on an intention to use and has since used and has
filed an allegation of use under Section l(c) or l(d) of the Trademark Act, the
trademarks, trade names, trade styles and service marks listed on the annexed
Schedule 1-A, which trademarks, trade names, trade styles and service marks are
registered in the United States Patent and Trademark Office (the "TRADEMARKS");
and

WHEREAS, the Pledgor has entered into a Security Agreement dated as of May 19,
2003 (said Security Agreement, as it may hereafter be amended or otherwise
modified from time to time being the "SECURITY AGREEMENT", the terms defined
therein and not otherwise defined herein being used herein as therein defined)
in favor of the Secured Party; and

WHEREAS, pursuant to the Security Agreement, the Pledgor has granted to Secured
Party a security interest in all right, title and interest of the Pledgor in and
to the Trademarks, together with all prints and labels on which said Trademarks
have appeared or appear, designs and general intangibles of like nature, now
existing or hereafter adopted or acquired, and the goodwill of the business
symbolized by the Trademarks and the applications, registrations and recordings
in the United States Patent and Trademark Office or in any similar office or
agency of the United States of America, any State thereof, or any other country
or any political subdivision thereof, all whether now or hereafter owned or
licensable by Pledgor, and all reissues, extensions or renewals thereof, all
Trademark Licenses and all proceeds of all of the foregoing, including, without
limitation, any claims by Pledgor against third parties for infringement thereof
(the "COLLATERAL"), to secure the payment and performance of the Secured
Obligations.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, the Pledgor does hereby further confirm, and put on the public
record, its grant to Secured Party of a security interest in and mortgage on the
Collateral to secure the prompt payment and performance of the Secured
Obligations.

The Pledgor does hereby further acknowledge and affirm that the rights and
remedies of Secured Party with respect to the grant of, security interest in and
mortgage on the Collateral made hereby are more fully set forth in the Security
Agreement; the terms and provisions of which are hereby incorporated herein by
reference as if fully set forth herein.

Secured Party's address is 5th Floor, 100 Wood Street, London, EC2V 7EX, United
Kingdom.



                                      E-1
<PAGE>
IN WITNESS WHEREOF, the Pledgor has duly executed or caused this Supplement to
the Security Agreement to be duly executed as of [ ].

METAPATH SOFTWARE INTERNATIONAL, INC.

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




                                      E-2
<PAGE>
STATE OF              )
                      ) ss.:
COUNTY OF             )

On this ____ day of _________, ____, before me personally appeared
___________________, to me known, who, being by me duly sworn, did depose and
say that he/she resides at _________________________________________ and that
he/she is _______________ of Pledgor; that he/she knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was affixed pursuant to authority of the Board of Directors of said
corporation and that he/she signed his/her name thereto in his/her capacity as
an authorized officer of said corporation pursuant to such authority.

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

                                                    Notary Public



                                      E-3
<PAGE>
                                                                 SCHEDULE 1-A TO
                                                SUPPLEMENT TO SECURITY AGREEMENT

                                   TRADEMARKS

<TABLE>
<CAPTION>
                                  APPLICATION OR         APPLICATION SERIAL NO.
       TRADEMARK                 REGISTRATION DATE        OR REGISTRATION NO.
--------------------------   -------------------------  -----------------------
<S>                          <C>                        <C>

</TABLE>

                                      E-4