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                                                                   Exhibit 10.28

                    GNE INVESTMENTS, INC. SECURITY AGREEMENT
                       (IN FAVOR OF THE COLLATERAL AGENT)

THIS SECURITY AGREEMENT, dated as of June 17, 2002 (this "SECURITY AGREEMENT")
is entered into by and between GNE Investments, Inc., a Washington corporation
(the "GRANTOR"), and The Bank of New York, in its capacity as trustee (in such
capacity, the "TRUSTEE") and collateral agent (in such capacity, the "COLLATERAL
AGENT") under the Indenture referred to below.

WHEREAS:

(A)  Pursuant to the terms, conditions and provisions of the Indenture dated as
     of the date hereof (as it may be amended, restated, supplemented or
     otherwise modified and in effect from time to time, the "INDENTURE") among
     H&E Equipment Services L.L.C., a Louisiana limited liability company
     ("H&E"), H&E Finance Corp., a Delaware corporation (together with H&E, each
     individually an "ISSUER" and collectively the "ISSUERS"), the Grantor, as a
     guarantor, together with the other guarantors named therein and the
     Collateral Agent, the Issuers are issuing, as of the date hereof
     $200,000,000 of 11?% Senior Secured Notes due 2012, and may, from time to
     time, issue additional notes in accordance with the provisions of the
     Indenture (collectively, the "NOTES");

(B)  Pursuant to that certain GNE Investments, Inc. Security Agreement dated as
     of the date hereof by the Grantor in favor of General Electric Capital
     Corporation, as collateral agent for the secured parties therein (the
     "CREDIT AGREEMENT AGENT") (such document, as amended, modified or
     supplemented from time to time, the "PRIORITY SECURITY AGREEMENT"), the
     Grantor has granted to the Credit Agreement Agent a first-priority lien and
     security interest in the Collateral (as defined below) pursuant to the
     Credit Agreement dated as of June 17, 2002 (as it may be amended, restated,
     supplemented or otherwise modified and in effect from time to time, the
     "CREDIT AGREEMENT") among H&E, Great Northern Equipment, Inc., a Montana
     corporation (together with the Grantor, each individually, a "BORROWER",
     and collectively, and jointly and severally, the "BORROWERS"), the other
     Persons named therein as lenders from time to time (the "LENDERS"), the
     Grantor, as a credit party, together with the other Persons named therein
     as credit parties (the "CREDIT PARTIES"), Credit Agreement Agent, as
     Arranger, Bank of America, N.A., as Syndication Agent and Fleet Capital
     Corporation, as Documentation Agent, the Lenders have agreed to make
     available to Borrowers, upon the terms and conditions thereof, certain
     revolving credit facilities;

(C)  In order to induce the Trustee to enter into the Indenture and the Initial
     Purchasers to purchase the Notes, the Grantor, pursuant to the terms of the
     Indenture, has agreed to grant the Collateral Agent a continuing Lien on
     the Collateral (as defined below) and a security interest in the Collateral
     in accordance with this Security Agreement; and

(D)  To the extent and upon the terms set forth in Article 10 of the Indenture,
     (i) the Liens granted by this Security Agreement as security for the
     Secured Obligations upon any and all of the Collateral are subordinate in
     ranking to all present and future Priority Liens upon any and all of the
     Collateral; and (ii) the Note Liens upon any and all Collateral will be of
     equal ranking with all present and future Parity Liens.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained and in order to induce the Trustee to enter into the Indenture and the
Initial Purchasers to purchase the Notes, the Grantor hereby agrees with the
Trustee as the Collateral Agent for the benefit of all the present and future
Holders of Secured Obligations (as defined below) as follows:

1.   DEFINED TERMS

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          (a) Unless otherwise defined herein, terms defined in the Indenture
and used herein have the meanings given to them in the Indenture. All other
undefined terms contained in this Security Agreement, unless the context
indicates otherwise, have the meanings provided for by Article 9 of the New York
Uniform Commercial Code (the "CODE") to the extent the same are used or defined
therein.

          (b) The following shall have (unless otherwise provided elsewhere in
this Security Agreement) the following respective meanings (such meanings being
equally applicable to both the singular and plural form of the terms defined):

                 "ACCOUNT DEBTOR" means any Person who may become obligated to
                 an Obligor under, with respect to, or on account of, an
                 Account, Chattel Paper or General Intangibles (including a
                 payment intangible);

                 "ACCOUNTS" means all "accounts," as such term is defined in the
                 Code, now owned or hereafter acquired by any Obligor including
                 (a) all accounts receivable, other receivables, book debts and
                 other forms of obligations (other than forms of obligations
                 evidenced by Chattel Paper, or Instruments), (including any
                 such obligations that may be characterized as an account or
                 contract right under the Code), (b) all of each Obligor's
                 rights in, to and under all purchase orders or receipts for
                 goods or services, (c) all of each Obligor's rights to any
                 goods represented by any of the foregoing (including unpaid
                 sellers' rights of rescission, replevin, reclamation and
                 stoppage in transit and rights to returned, reclaimed or
                 repossessed goods), (d) all rights to payment due to any
                 Obligor for property sold, leased, licensed, assigned or
                 otherwise disposed of, for a policy of insurance issued or to
                 be issued, for a secondary obligation incurred or to be
                 incurred, for energy provided or to be provided, for the use or
                 hire of a vessel under a charter or other contract, arising out
                 of the use of a credit card or charge card, or for services
                 rendered or to be rendered by such Obligor or in connection
                 with any other transaction (whether or not yet earned by
                 performance on the part of such Obligor), (e) all health care
                 insurance receivables and (f) all collateral security of any
                 kind, given by any Account Debtor or any other Person with
                 respect to any of the foregoing;

                 "CHATTEL PAPER" means any "chattel paper," as such term is
                 defined in the Code, including electronic chattel paper, now
                 owned or hereafter acquired by any Obligor;

                 "COLLATERAL" has the meaning assigned to such term in Section 2
                 hereof;

                 "CONTRACTS" means all "contracts," as such term is defined in
                 the Code, now owned or hereafter acquired by any Obligor, in
                 any event, including all contracts, undertakings, or agreements
                 (other than rights evidenced by Chattel Paper, Documents or
                 Instruments) in or under which any Obligor may now or hereafter
                 have any right, title or interest, including any agreement
                 relating to the terms of payment or the terms of performance of
                 any Account;

                 "COPYRIGHT LICENSE" means any and all rights now owned or
                 hereafter acquired by any Obligor under any written agreement
                 granting any right to use any Copyright or Copyright
                 registration;

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                 "COPYRIGHT SECURITY AGREEMENTS" means the Copyright Security
                 Agreements made in favor of the Trustee as the Collateral Agent
                 for the benefit of the present and future Holders of Secured
                 Obligations by each applicable Obligor;

                 "COPYRIGHTS" means all of the following now owned or hereafter
                 acquired by any Obligor: (a) all copyrights and General
                 Intangibles of like nature (whether registered or
                 unregistered), all registrations and recordings thereof, and
                 all applications in connection therewith, including all
                 registrations, recordings and applications in the United States
                 Copyright Office or in any similar office or agency of the
                 United States, any state or territory thereof, or any other
                 country or any political subdivision thereof, and (b) all
                 reissues, extensions or renewals thereof;

                 "DEPOSIT ACCOUNTS" means all "deposit accounts" as such term is
                 defined in the Code, now or hereafter held in the name of any
                 Obligor;

                 "DOCUMENTS" means all "documents," as such term is defined in
                 the Code, now owned or hereafter acquired by any Obligor,
                 wherever located;

                 "EQUIPMENT INVENTORY" means Inventory of any Borrower
                 consisting of equipment held for sale or lease to third parties
                 and equipment while on lease to third parties;

                 "FIXTURES" means all "fixtures" as such term is defined in the
                 Code, now owned or hereafter acquired by any Obligor;

                 "GENERAL INTANGIBLES" means all "general intangibles," as such
                 term is defined in the Code, now owned or hereafter acquired by
                 any Obligor, including all right, title and interest that such
                 Obligor may now or hereafter have in or under any Contract, all
                 payment intangibles, customer lists, Licenses, Copyrights,
                 Trademarks, Patents, and all applications therefor and
                 reissues, extensions or renewals thereof, rights in
                 Intellectual Property, interests in partnerships, joint
                 ventures and other business associations, licenses, permits,
                 copyrights, trade secrets, proprietary or confidential
                 information, inventions (whether or not patented or
                 patentable), technical information, procedures, designs,
                 knowledge, know-how, software, data bases, data, skill,
                 expertise, experience, processes, models, drawings, materials
                 and records, goodwill (including the goodwill associated with
                 any Trademark or Trademark License), all rights and claims in
                 or under insurance policies (including insurance for fire,
                 damage, loss and casualty, whether covering personal property,
                 real property, tangible rights or intangible rights, all
                 liability, life, key man and business interruption insurance,
                 and all unearned premiums), uncertificated securities, choses
                 in action, deposit, checking and other bank accounts, rights to
                 receive tax refunds and other payments, rights to receive
                 dividends, distributions, cash, Instruments and other property
                 in respect of or in exchange for pledged Stock and Investment
                 Property, rights of indemnification, all books and records,
                 correspondence, credit files, invoices and other papers,
                 including without limitation all tapes, cards, computer runs
                 and other papers and documents in the possession or under the
                 control of such Obligor or any computer bureau or service
                 company from time to time acting for such Obligor;

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                 "GOODS" means all "goods" as defined in the Code, now owned or
                 hereafter acquired by any Obligor, wherever located, including
                 embedded software to the extent included in "goods" as defined
                 in the Code, manufactured homes, standing timber that is cut
                 and removed for sale and unborn young of animals;

                 "HOLDERS OF SECURED OBLIGATIONS" means the Holders of Notes and
                 all other Persons who at any time hold or acquire any interest
                 in, or any right to enforce, any of the Secured Obligations;

                 "INSTRUMENTS" means any "instrument," as such term is defined
                 in the Code, now owned or hereafter acquired by any Obligor,
                 wherever located, and, in any event, including all certificated
                 securities, all certificates of deposit, and all promissory
                 notes and other evidences of indebtedness, other than
                 instruments that constitute, or are a part of a group of
                 writings that constitute, Chattel Paper;

                 "INTELLECTUAL PROPERTY" means any and all Licenses, Patents,
                 Copyrights, Trademarks, and the goodwill associated with such
                 Trademarks;

                 "INVENTORY" means all "inventory," as such term is defined in
                 the Code, now owned or hereafter acquired by any Obligor,
                 wherever located, and in any event including inventory,
                 merchandise, goods and other personal property that are held by
                 or on behalf of any Obligor for sale or lease or are furnished
                 or are to be furnished under a contract of service, or that
                 constitute raw materials, work in process, finished goods,
                 returned goods, or materials or supplies of any kind, nature or
                 description used or consumed or to be used or consumed in such
                 Obligor's business or in the processing, production, packaging,
                 promotion, delivery or shipping of the same, including all
                 supplies and embedded software;

                 "INVESTMENT PROPERTY" means all "investment property" as such
                 term is defined in the Code now owned or hereafter acquired by
                 any Obligor, wherever located, including (i) all securities,
                 whether certificated or uncertificated, including stocks,
                 bonds, interests in limited liability companies, partnership
                 interests, treasuries, certificates of deposit, and mutual fund
                 shares; (ii) all securities entitlements of any Obligor,
                 including the rights of any Obligor to any securities account
                 and the financial assets held by a securities intermediary in
                 such securities account and any free credit balance or other
                 money owing by any securities intermediary with respect to that
                 account; (iii) all securities accounts of any Obligor; (iv) all
                 commodity contracts of any Obligor; and (v) all commodity
                 accounts of any Obligor;

                 "LETTER-OF-CREDIT RIGHTS" means "letter-of-credit rights" as
                 such term is defined in the Code, now owned or hereafter
                 acquired by any Obligor, including rights to payment or
                 performance under a letter of credit, whether or not such
                 Obligor, as beneficiary, has demanded or is entitled to demand
                 payment or performance;

                 "LICENSE" means any Copyright License, Patent License,
                 Trademark License or other license of rights or interests now
                 held or hereafter acquired by any Obligor;

                 "PATENT LICENSE" means rights under any written agreement now
                 owned or hereafter acquired by any Obligor granting any right
                 with respect to any invention on which a Patent is in
                 existence;

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                 "PATENT SECURITY AGREEMENTS" means the Patent Security
                 Agreements made in favor of the Trustee as the Collateral Agent
                 for the benefit of the present and future Holders of Secured
                 Obligations by each applicable Obligor;

                 "PATENTS" means all of the following in which any Obligor now
                 holds or hereafter acquires any interest: (a) all letters
                 patent of the United States or of any other country, all
                 registrations and recordings thereof, and all applications for
                 letters patent of the United States or of any other country,
                 including registrations, recordings and applications in the
                 United States Patent and Trademark Office or in any similar
                 office or agency of the United States, any State or any other
                 country, and (b) all reissues, continuations,
                 continuations-in-part or extensions thereof;

                 "P&E" means all "equipment," as such term is defined in the
                 Code, now owned or hereafter acquired by any Obligor, wherever
                 located and, in any event, including all such Obligor's
                 machinery and equipment, including processing equipment,
                 conveyors, machine tools, data processing and computer
                 equipment, including embedded software and peripheral equipment
                 and all engineering, processing and manufacturing equipment,
                 office machinery, furniture, materials handling equipment,
                 tools, attachments, accessories, automotive equipment,
                 trailers, trucks, forklifts, molds, dies, stamps, motor
                 vehicles, rolling stock and other equipment of every kind and
                 nature, trade fixtures and fixtures not forming a part of real
                 property, together with all additions and accessions thereto,
                 replacements therefor, all parts therefor, all substitutes for
                 any of the foregoing, fuel therefor, and all manuals, drawings,
                 instructions, warranties and rights with respect thereto and
                 all products and proceeds thereof and condemnation awards and
                 insurance proceeds with respect thereto. P&E excludes Equipment
                 Inventory and Fixtures;

                 "PROCEEDS" means "proceeds," as such term is defined in the
                 Code, including (a) any and all proceeds of any insurance,
                 indemnity, warranty or guaranty payable to any Obligor from
                 time to time with respect to any of the Collateral, (b) any and
                 all payments (in any form whatsoever) made or due and payable
                 to any Obligor from time to time in connection with any
                 requisition, confiscation, condemnation, seizure or forfeiture
                 of all or any part of the Collateral by any Governmental
                 Authority (or any Person acting under color of governmental
                 authority), (c) any claim of any Obligor against third parties
                 (i) for past, present or future infringement of any Patent or
                 Patent License, or (ii) for past, present or future
                 infringement or dilution of any Copyright, Copyright License,
                 Trademark or Trademark License, or for injury to the goodwill
                 associated with any Trademark or Trademark License, (d) any
                 recoveries by any Obligor against third parties with respect to
                 any litigation or dispute concerning any of the Collateral,
                 including claims arising out of the loss or nonconformity of,
                 interference with the use of, defects in, or infringement of
                 rights in, or damage to, Collateral, (e) all amounts collected
                 on, or distributed on account of, other Collateral, including
                 dividends, interest, distributions and Instruments with respect
                 to Investment Property and pledged Stock, and (f) any and all
                 other amounts, rights to payment or other property acquired
                 upon the sale, lease, license, exchange or other disposition of
                 Collateral and all rights arising out of Collateral;

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                 "SECURED OBLIGATIONS" means all liability of the Grantor,
                 whenever incurred or arising, under, for or in respect of the
                 Notes, the Guarantees and any and all other present and future
                 Note Obligations;

                 "SPECIFIED PRIORITY LIEN" means the Lien on the Collateral
                 granted by the Grantor to the Credit Agreement Agent for the
                 benefit of the Lenders under the Priority Security Agreement
                 which Lien has priority to the Lien hereof to the extent and on
                 the terms set forth in Article 10 of the Indenture;

                 "STOCK" means all shares, options, warrants, general or limited
                 partnership interests, membership interests or other
                 equivalents (regardless of how designated) of or in a
                 corporation, partnership, limited liability company or
                 equivalent entity whether voting or nonvoting, including common
                 stock, preferred stock or any other "equity security" (as such
                 term is defined in Rule 3a11-1 of the General Rules and
                 Regulations promulgated by the Securities and Exchange
                 Commission under the Securities Exchange Act of 1934);

                 "SUPPORTING OBLIGATIONS" means all "supporting obligations" as
                 such term is defined in the Code, including letters of credit
                 and guaranties issued in support of Accounts, Chattel Paper,
                 Documents, General Intangibles, Instruments or Investment
                 Property;

                 "TRADEMARK SECURITY AGREEMENTS" means the Trademark Security
                 Agreements made in favor of the Trustee as the Collateral Agent
                 for the benefit of the present and future Holders of Secured
                 Obligations by each applicable Obligor;

                 "TRADEMARK LICENSE" means rights under any written agreement
                 now owned or hereafter acquired by any Obligor granting any
                 right to use any Trademark; and

                 "TRADEMARKS" means all of the following now owned or hereafter
                 existing, adopted or acquired by any Obligor: (a) all
                 trademarks, trade names, limited liability company names,
                 corporate names, business names, trade styles, service marks,
                 logos, other source or business identifiers, prints and labels
                 on which any of the foregoing have appeared or appear, designs
                 and general intangibles of like nature (whether registered or
                 unregistered), all registrations and recordings thereof, and
                 all applications in connection therewith, including
                 registrations, recordings and applications in the United States
                 Patent and Trademark Office or in any similar office or agency
                 of the United States, any state or territory thereof, or any
                 other country or any political subdivision thereof, (b) all
                 reissues, extensions or renewals thereof, and (c) all goodwill
                 associated with or symbolized by any of the foregoing.

2.   GRANT OF LIEN

     (a)  To secure the prompt and complete payment, performance and observance
          of all of the Secured Obligations, the Grantor hereby grants, assigns,
          conveys, mortgages, pledges, hypothecates and transfers to the Trustee
          as the Collateral Agent for the benefit of all of the present and
          future Holders of Secured Obligations, a Lien upon all of its right,
          title and interest in, to and under all personal property and other
          assets, whether now owned by or owing to, or hereafter acquired by or
          arising in favor of the Grantor (including under any trade names,
          styles or derivations thereof), and whether owned or consigned by

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          or to, or leased from or to the Grantor, and regardless of where
          located (all of which being hereinafter collectively referred to as
          the "COLLATERAL"), including:

          (i)    all Accounts;

          (ii)   all Chattel Paper;

          (iii)  all Documents;

          (iv)   all General Intangibles (including payment intangibles and
                 software, but excluding any Contract that by its terms
                 prohibits any Lien, where such prohibition is effective under
                 applicable law, including Sections 9-406 and 9-408 of the
                 Code);

          (v)    all Goods (including Inventory, P&E and Fixtures);

          (vi)   all Instruments;

          (vii)  all Investment Property;

          (viii) all Deposit Accounts;

          (ix)   all money, cash or cash equivalents of the Grantor;

          (x)    all Supporting Obligations and all Letter-of-Credit Rights of
                 the Grantor;

          (xi)   all commercial tort claims; and

          (xii)  to the extent not otherwise included, all Proceeds, tort
                 claims, insurance claims and other rights to payments not
                 otherwise included in the foregoing and products of the
                 foregoing and all accessions to, substitutions and replacements
                 for, and rents and profits of, each of the foregoing;

          PROVIDED, that the Collateral shall not include any property which is
                 an Excluded Asset for as long as such property is an Excluded
                 Asset, but if any such property at any time ceases to be an
                 Excluded Asset, it shall immediately and automatically become
                 part of the Collateral without need for any additional grant of
                 a security interest therein.

     (b)  In addition, to secure the prompt and complete payment, performance
          and observance of the Secured Obligations and in order to induce the
          Trustee and the Initial Purchasers as aforesaid, the Grantor hereby
          grants to the Trustee as the Collateral Agent for the benefit of the
          present and future Holders of Secured Obligations, a right of setoff
          against the property of the Grantor held by the Credit Agreement
          Agent, the Trustee, the Collateral Agent or any present or future
          Holder of Secured Obligations, consisting of property described above
          in Section 2(a) now or hereafter in the possession or custody of or in
          transit to the Credit Agreement Agent, the Trustee, the Collateral
          Agent or any present or future Holder of Secured Obligations, for any
          purpose, including safekeeping, collection or pledge, for the account
          of the Grantor, or as to which the Grantor may have any right or
          power.

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3.   THE COLLATERAL AGENT'S RIGHTS; LIMITATIONS ON THE COLLATERAL AGENT'S
     OBLIGATIONS

     (a)  It is expressly agreed by the Grantor that, anything herein to the
          contrary notwithstanding, the Grantor shall remain liable under each
          of its Contracts and each of its Licenses to observe and perform all
          the conditions and obligations to be observed and performed by it
          thereunder. Neither the Trustee, the Collateral Agent nor any present
          or future Holder of Secured Obligations shall have any obligation or
          liability under any Contract or License by reason of or arising out of
          this Security Agreement or the granting herein of a Lien thereon or
          the receipt by the Trustee, the Collateral Agent or any present or
          future Holder of Secured Obligations of any payment relating to any
          Contract or License pursuant hereto. Neither the Trustee, the
          Collateral Agent nor any present or future Holder of Secured
          Obligations shall be required or obligated in any manner to perform or
          fulfill any of the obligations of the Grantor under or pursuant to any
          Contract or License, or to make any payment, or to make any inquiry as
          to the nature or the sufficiency of any payment received by it or the
          sufficiency of any performance by any party under any Contract or
          License, or to present or file any claims, or to take any action to
          collect or enforce any performance or the payment of any amounts which
          may have been assigned to it or to which it may be entitled at any
          time or times.

     (b)  Subject to Article 10 of the Indenture, the Collateral Agent may at
          any time after an Event of Default shall have occurred and be
          continuing (or if any rights of set-off (other than set-off against an
          Account arising under the Contract giving rise to the same Account) or
          contra accounts may be asserted with respect to the following),
          without prior notice to the Grantor, notify Account Debtors and other
          Persons obligated on the Collateral that the Collateral Agent has a
          security interest therein, and that payments shall be made directly to
          the Collateral Agent . Upon the request of the Collateral Agent, the
          Grantor shall notify Account Debtors and other Persons obligated on
          the Collateral. Once any such notice has been given to any Account
          Debtor or other Person obligated on such Collateral, the Grantor shall
          not give any contrary instructions to such Account Debtor or other
          such Person without the Collateral Agent's prior written consent.

     (c)  Subject to Article 10 of the Indenture, the Collateral Agent may at
          any time in the name of the Grantor or if an Event of Default shall
          have occurred and be continuing, in the Collateral Agent's own name,
          or in the name of a nominee of the Collateral Agent, communicate (by
          mail, telephone, facsimile or otherwise) with Account Debtors, parties
          to Contracts, obligors in respect of Instruments and obligors in
          respect of Chattel Paper and/or payment intangibles to verify with
          such Persons, to the Collateral Agent's satisfaction, the existence,
          amount and terms of, and any other matter relating to, any such
          Accounts, Contracts, Instruments or Chattel Paper and/or payment
          intangibles. If a Default or Event of Default shall have occurred and
          be continuing, the Grantor, at its own expense, shall cause the
          independent certified public accountants then engaged by the Grantor
          to prepare and deliver to the Collateral Agent at any time and from
          time to time promptly upon the Collateral Agent's request the
          following reports with respect to the Grantor: (i) a reconciliation of
          all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and
          (iv) a test verification of such Accounts as the Collateral Agent may
          request. The Grantor, at its own expense, shall deliver to the
          Collateral Agent the results of each physical verification, if any,
          which the Grantor may in its discretion have made, or caused any other
          Person to have made on its behalf, of all or any portion of its
          Inventory.

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4.   REPRESENTATIONS AND WARRANTIES

     The Grantor represents and warrants that:

     (a)  The Grantor has rights in and the power to transfer each item of the
          Collateral upon which it purports to grant a Lien hereunder free and
          clear of any and all Liens other than Permitted Liens (which Permitted
          Liens include the Specified Priority Lien).

     (b)  No effective security agreement, financing statement, equivalent
          security or Lien instrument or continuation statement covering all or
          any part of the Collateral is on file or of record in any public
          office, except such as may have been filed (i) by the Grantor in favor
          of the Credit Agreement Agent pursuant to the Credit Agreement or the
          other Priority Lien Documents; (ii) by the Grantor in favor of the
          Trustee as the Collateral Agent for the benefit of the present and
          future Holders of Secured Obligations pursuant to this Security
          Agreement or the other Note Documents; and (iii) in connection with
          any other Permitted Liens pursuant to the Indenture.

     (c)  This Security Agreement is effective to create a valid and continuing
          Lien on and, upon the filing of the appropriate financing statements
          in the filing offices listed on Schedule I hereto, a perfected Lien in
          favor of the Collateral Agent for the benefit of the present and
          future Holders of Secured Obligations, on the Collateral with respect
          to which a Lien may be perfected by filing pursuant to the Code. Such
          Lien is prior to all other Liens, except Priority Liens and Permitted
          Liens that would be prior to Liens in favor of the Collateral Agent as
          a matter of law, and is enforceable as such as against any and all
          creditors of and purchasers from the Grantor (other than purchasers
          and lessees of Inventory in the ordinary course of business). All
          action by the Grantor reasonably necessary or desirable to protect and
          perfect such Lien on each item of the Collateral has been duly taken.

     (d)  Schedule II hereto lists all Instruments, Letter-of-Credit Rights and
          Chattel Paper of the Grantor. All action by the Grantor necessary or
          desirable to protect and perfect the Lien of the Collateral Agent on
          each item set forth on Schedule II (including the delivery of all
          originals thereof to the Collateral Agent and the legending of all
          Chattel Paper as required by Section 5(b) hereof; PROVIDED that prior
          to the Discharge of Priority Lien Indebtedness, such items need not be
          delivered to the Collateral Agent so long as they are held by the
          Credit Agreement Agent) has been duly taken. The Lien of the
          Collateral Agent for the benefit of the present and future Holders of
          Secured Obligations, on the Collateral listed on Schedule II hereto is
          prior to all other Liens, except for Specified Priority Liens and
          Permitted Liens that would be prior to the Liens in favor of the
          Collateral Agent as a matter of law, and is enforceable as such
          against any and all creditors of and purchasers from the Grantor.

     (e)  The Grantor's name as it appears in official filings in the state of
          its incorporation or other organization, the type of entity of the
          Grantor (including corporation, partnership, limited partnership or
          limited liability company), organizational identification number
          issued by the Grantor's state of incorporation or organization or a
          statement that no such number has been issued, the Grantor's state of
          organization or incorporation, the location of the Grantor's chief
          executive office, principal place of business, offices, all warehouses
          and premises where Collateral is stored or located, and the locations
          of all of its books and records concerning the Collateral are set
          forth on Schedule III hereto.

                                      - 9 -
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     (f)  With respect to the Accounts, (i) they represent bona fide sales of
          Inventory or rendering of services to Account Debtors in the ordinary
          course of the Grantor's business and are not evidenced by a judgment,
          Instrument or Chattel Paper; (ii) except as permitted under the Credit
          Agreement, there are no setoffs, claims or disputes existing or
          asserted with respect thereto and the Grantor has not made any
          agreement with any Account Debtor for any extension of time for the
          payment thereof, any compromise or settlement for less than the full
          amount thereof, any release of any Account Debtor from liability
          therefor, or any deduction therefrom except a discount or allowance
          allowed by the Grantor in the ordinary course of its business for
          prompt payment and disclosed to the Collateral Agent; (iii) to the
          Grantor's knowledge, there are no facts, events or occurrences which
          are not permitted under the Credit Agreement which in any way impair
          the validity or enforceability thereof or could reasonably be expected
          to reduce the amount payable thereunder as shown on the Grantor's
          books and records and any invoices and statements delivered to the
          Collateral Agent with respect thereto; and (iv) the Grantor has not
          received any notice of proceedings or actions which are threatened or
          pending against any Account Debtor which might result in any adverse
          change in such Account Debtor's financial condition. Further with
          respect to the Accounts (x) the amounts shown on all invoices,
          statements and collateral reports which may be delivered to the Credit
          Agreement Agent or the Collateral Agent with respect thereto are
          actually and absolutely owing to the Grantor as indicated thereon and
          are not in any way contingent; (y) no payments have been or shall be
          made thereon except payments immediately delivered to the applicable
          Blocked Accounts, to Credit Agreement Agent or to the Collateral
          Agent; and (z) to the Grantor's knowledge, all Account Debtors have
          the capacity to contract.

     (g)  With respect to any Inventory, (i) such Inventory is located at one of
          the Grantor's locations set forth on Schedule III hereto, PROVIDED
          that upon 15 days' prior written notice to the Collateral Agent and
          upon the Collateral Agent having filed UCC-1 financing statements, the
          Grantor may amend Schedule III; (ii) no Inventory is now, or shall at
          any time or times hereafter be stored at any other location without
          the Collateral Agent's prior consent, which shall not be unreasonably
          withheld, and if the Collateral Agent gives such consent, the Grantor
          will concurrently therewith obtain, to the extent required by the
          Indenture, bailee, landlord and mortgagee agreements; (iii) the
          Grantor has good, indefeasible and merchantable title to such
          Inventory and such Inventory is not subject to any Lien or security
          interest or document whatsoever except for the Priority Liens, the
          Lien granted to the Collateral Agent for the benefit of the present
          and future Holders of Secured Obligations, and Permitted Liens
          pursuant to the Indenture; (iv) such Inventory is not subject to any
          licensing, patent, royalty, trademark, tradename or copyright
          agreements with any third parties which would require any consent of
          any third party upon sale or disposition of that Inventory or the
          payment of any monies to any third party as a precondition of such
          sale or other disposition; and (v) the completion of manufacture, sale
          or other disposition of such Inventory by the Collateral Agent
          following an Event of Default shall not require the consent of any
          Person other than as provided in the Indenture and shall not
          constitute a breach or default under any contract or agreement to
          which the Grantor is a party or to which such property is subject.

     (h)  The Grantor has no interest in, or title to, any Patent, Trademark or
          Copyright except as set forth in Schedule IV hereto. This Indenture is
          effective to create a valid and continuing Lien on and, upon filing of
          the Copyright Security Agreements with the United States Copyright
          Office and filing of the Patent Security Agreements and the Trademark
          Security Agreements with the United States Patent and Trademark
          Office, perfected Liens in favor of the Collateral Agent on the
          Grantor's Patents, Trademarks

                                     - 10 -
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          (other than state registered trademarks) and Copyrights and such
          perfected Liens are enforceable as such as against any and all
          creditors of and purchasers from the Grantor. Upon filing of the
          Copyright Security Agreements with the United States Copyright Office
          and filing of the Patent Security Agreements and the Trademark
          Security Agreements with the United States Patent and Trademark Office
          and the filing of appropriate financing statements listed on
          Schedule I hereto, all action necessary or desirable to protect and
          perfect the Collateral Agent's Lien on the Grantor's Patents,
          Trademarks (other than state registered trademarks) or Copyrights
          shall have been duly taken.

     (i)  The Grantor does not hold for sale or lease or lease as lessor any
          goods that are covered by a certificate of title statute of any state
          other than goods of a kind that it is in the business of selling.

     (j)  All motor vehicles owned by the Grantor which are P&E are listed on
          Schedule V hereto, by model, model year and vehicle identification
          number ("VIN") except in respect to any vehicles which are Excluded
          Assets. The Grantor shall provide notice to the Collateral Agent of,
          and deliver to the Collateral Agent motor vehicle title certificates
          for, all motor vehicles that are P&E and that are covered by a
          certificate of title from time to time owned by it, and shall cause
          such title certificates to be filed (with the Collateral Agent's lien
          noted thereon) in the appropriate state motor vehicle filing office;
          PROVIDED that prior to the Discharge of Priority Lien Indebtedness,
          such motor vehicle title certificates need not be delivered to the
          Collateral Agent so long as they are held by the Credit Agreement
          Agent.

5.   COVENANTS

     The Grantor covenants and agrees with the Trustee as the Collateral Agent
     for the benefit of the present and future Holders of Secured Obligations,
     that from and after the date of this Security Agreement and until the date
     of termination of the Liens and this Security Agreement:

     (a)  Further Assurances: Pledge of Instruments; Chattel Paper.

          (i)    At any time and from time to time, upon the written request of
                 the Collateral Agent and at the sole expense of the Grantor,
                 the Grantor shall promptly and duly execute and deliver any and
                 all such further instruments and documents and take such
                 further actions as the Collateral Agent may deem desirable to
                 obtain the full benefits of this Security Agreement and of the
                 rights and powers herein granted, including (A) using its best
                 efforts to secure all consents and approvals necessary or
                 appropriate for the assignment to or for the benefit of the
                 Collateral Agent of any License or Contract held by the Grantor
                 and to enforce the security interests granted hereunder; and
                 (B) filing any financing or continuation statements under the
                 Uniform Commercial Code with respect to the Liens granted
                 hereunder or under the Indenture or any other Note Document as
                 to those jurisdictions that are not Uniform Commercial Code
                 jurisdictions.

          (ii)   Unless the Collateral Agent shall otherwise consent in writing
                 (which consent may be revoked), then upon, and concurrently
                 with, the discharge of Priority Lien Indebtedness, without
                 notice or demand, the Grantor shall deliver to the Collateral
                 Agent all Collateral consisting of negotiable Documents,
                 certificated securities, Chattel Paper and Instruments (in each
                 case, accompanied by stock

                                     - 11 -
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                 powers, allonges or other instruments of transfer executed in
                 blank) promptly after such the Grantor receives the same.

          (iii)  The Grantor shall obtain or use its commercially reasonable
                 best efforts to obtain waivers or subordinations of Liens from
                 landlords and mortgagees, and the Grantor shall in all
                 instances obtain signed acknowledgements of the Collateral
                 Agent's Liens from bailees having possession of any of the
                 Grantor's Goods that they hold for the benefit of Credit
                 Agreement Agent or the Collateral Agent.

          (iv)   The Grantor hereby irrevocably authorizes the Collateral Agent
                 at any time and from time to time to file in any filing office
                 in any Uniform Commercial Code jurisdiction any initial
                 financing statements and amendments thereto that (a) indicate
                 the Collateral (i) as all assets of the Grantor or words of
                 similar effect, regardless of whether any particular asset
                 comprised in the Collateral falls within the scope of Article 9
                 of the Code 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 Code
                 for the sufficiency or filing office acceptance of any
                 financing statement or amendment, including (i) whether the
                 Grantor is an organization, the type of organization and any
                 organization identification number issued to the Grantor; and
                 (ii) in the case of a financing statement filed as a fixture
                 filing or indicating Collateral as as-extracted collateral or
                 timber to be cut, a sufficient description of real property to
                 which the Collateral relates. The Grantor agrees to furnish any
                 such information to the Collateral Agent promptly upon request.
                 The Grantor also ratifies its authorization for the Collateral
                 Agent to have filed in any Uniform Commercial Code jurisdiction
                 any initial financing statements or amendments thereto if filed
                 prior to the date hereof.

          (v)    The Grantor shall promptly, and in any event within two (2)
                 Business Days after the same is acquired by it, notify the
                 Collateral Agent of any commercial tort claim (as defined in
                 the Code) acquired by it and unless otherwise consented by
                 Credit Agreement Agent and the Collateral Agent, the Grantor
                 shall enter into a supplement to this Security Agreement,
                 granting to the Collateral Agent a Lien in such commercial tort
                 claim.

     (b)  Maintenance of Records

          The Grantor shall keep and maintain, at its own cost and expense,
          satisfactory and complete records of the Collateral, including a
          record of any and all payments received and any and all credits
          granted with respect to the Collateral and all other dealings with the
          Collateral. The Grantor shall mark its books and records pertaining to
          the Collateral to evidence this Security Agreement and the Liens
          granted hereby. If in accordance with, and to the extent consistent
          with, the terms of the Indenture, the Grantor retains possession of
          any Chattel Paper or Instruments with the Collateral Agent's consent,
          such Chattel Paper and Instruments shall be marked with the following
          legend: "This writing and the obligations evidenced or secured hereby
          are subject to the security interest of General Electric Capital
          Corporation, as Agent, for the benefit of Agent and certain Lenders
          and of The Bank of New York, as the Collateral Agent, for the benefit
          of the Collateral Agent and certain holders of Senior Notes."

     (c)  Covenants Regarding Patent, Trademark and Copyright Collateral

                                     - 12 -
<Page>

          (i)    The Grantor shall notify the Collateral Agent immediately if it
                 knows or has reason to know that any application or
                 registration relating to any Patent, Trademark or Copyright
                 (now or hereafter existing) may become abandoned or dedicated,
                 or of any adverse determination or development (including the
                 institution of, or any such determination or development in,
                 any proceeding in the United States Patent and Trademark
                 Office, the United States Copyright Office or any court)
                 regarding the Grantor's ownership of any Patent, Trademark or
                 Copyright, its right to register the same, or to keep and
                 maintain the same.

          (ii)   In no event shall the Grantor, either directly or through any
                 agent, employee, licensee or designee, file an application for
                 the registration of any Patent, Trademark or Copyright with the
                 United States Patent and Trademark Office, the United States
                 Copyright Office or any similar office or agency without giving
                 the Collateral Agent prior written notice thereof, and, upon
                 request of the Collateral Agent, the Grantor shall execute and
                 deliver any and all Patent Security Agreements, Copyright
                 Security Agreements or Trademark Security Agreements as the
                 Collateral Agent may request to evidence the Collateral Agent's
                 Lien on such Patent, Trademark or Copyright, and the General
                 Intangibles of the Grantor relating thereto or represented
                 thereby.

          (iii)  The Grantor shall take all actions necessary or requested by
                 the Collateral Agent to maintain and pursue each application,
                 to obtain the relevant registration and to maintain the
                 registration of each of the Patents, Trademarks and Copyrights
                 (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 the Grantor shall determine
                 that such Patent, Trademark or Copyright is not material to the
                 conduct of its business.

          (iv)   In the event that any of the Patent, Trademark or Copyright
                 Collateral is infringed upon, or misappropriated or diluted by
                 a third party, the Grantor shall notify the Collateral Agent
                 promptly after the Grantor learns thereof. The Grantor shall,
                 unless it shall reasonably determine that such Patent,
                 Trademark or Copyright Collateral is in no way material to the
                 conduct of its business or operations, promptly sue for
                 infringement, misappropriation or dilution and to recover any
                 and all damages for such infringement, misappropriation or
                 dilution, and shall take such other actions as the Collateral
                 Agent shall deem appropriate under the circumstances to protect
                 such Patent, Trademark or Copyright Collateral.

  (d)     Indemnification

          In any suit, proceeding or action brought by the Trustee, the
          Collateral Agent or any present of future Holder of Secured
          Obligations relating to any Collateral for any sum owing with respect
          thereto or to enforce any rights or claims with respect thereto, the
          Grantor will save, indemnify and keep the Trustee, the Collateral
          Agent and the present and future Holders of Secured Obligations
          harmless from and against all reasonable expense (including reasonable
          attorneys' fees and expenses), loss or damage suffered by reason of
          any defense, setoff, counterclaim, recoupment or reduction of
          liability whatsoever of the Account Debtor or other Person obligated
          on the Collateral, arising out of a breach by the Grantor of any
          obligation thereunder or arising out of any other agreement,
          indebtedness or liability at any time owing to, or in favor of, such
          obligor or

                                     - 13 -
<Page>

          its successors from the Grantor, except in the case of the Trustee,
          the Collateral Agent or any present or future Holder of Secured
          Obligations, to the extent such expense, loss or damage is
          attributable solely to the gross negligence or willful misconduct of
          the Trustee, the Collateral Agent or such present or future Holder of
          Secured Obligations as finally determined by a court of competent
          jurisdiction. All such obligations of the Grantor shall be and remain
          enforceable against and only against the Grantor and shall not be
          enforceable against the Trustee, the Collateral Agent or any present
          or future Holder of Secured Obligations.

     (e)  Compliance with Terms of Accounts, etc.

          In all material respects, the Grantor will perform and comply with all
          obligations in respect of the Collateral and all other agreements to
          which it is a party or by which it is bound relating to the
          Collateral.

     (f)  Limitation on Liens on Collateral

          The Grantor will not create, permit or suffer to exist, and will
          defend the Collateral against, and take such other action as is
          necessary to remove, any Lien on the Collateral except Permitted Liens
          (including Specified Priority Liens), and will defend the right, title
          and interest of the Trustee, the Collateral Agent and the present and
          future Holders of Secured Obligations in and to any of the Grantor's
          rights under the Collateral against the claims and demands of all
          Persons whomsoever.

     (g)  Limitations on Disposition

          The Grantor will not sell, license, lease, transfer or otherwise
          dispose of any of the Collateral, or attempt or contract to do so
          except as permitted by the Indenture.

     (h)  Notices

          The Grantor will advise the Collateral Agent promptly, in reasonable
          detail, (i) of any Lien (other than Permitted Liens) or claim made or
          asserted against any of the Collateral; and (ii) of the occurrence of
          any other event which would have a material adverse effect on the
          aggregate value of the Collateral or on the Liens created hereunder or
          under the Indenture or any other Note Document.

     (i)  Further Identification of Collateral

          The Grantor will, if so requested by the Collateral Agent, furnish to
          the Collateral Agent, as often as the Collateral Agent requests,
          statements and schedules further identifying and describing the
          Collateral and such other reports in connection with the Collateral as
          the Collateral Agent may reasonably request, all in such detail as the
          Collateral Agent may specify.

     (j)  Good Standing Certificates

          At the request of the Collateral Agent, but not more frequently than
          once during each calendar quarter, the Grantor shall, unless the
          Collateral Agent shall otherwise consent, provide to the Collateral
          Agent a certificate of good standing from its state of incorporation
          or organization.

                                     - 14 -
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     (k)  No Reincorporation

          Without limiting the prohibitions on Change of Control involving the
          Grantor contained in the Indenture, the Grantor shall not
          reincorporate or reorganize itself under the laws of any jurisdiction
          other than the jurisdiction in which it is incorporated or organized
          as of the date hereof without the prior written consent of the
          Collateral Agent.

     (l)  Terminations; Amendments Not Authorized

          The Grantor acknowledges that it is not authorized to file any
          financing statement or amendment or termination statement with respect
          to any financing statement without the prior written consent of the
          Collateral Agent and agrees that it will not do so without the prior
          written consent of the Collateral Agent, subject to the Grantor's
          rights under Section 9-509(d)(2) of the Code.

     (m)  Authorized Terminations

          All security interests granted herein shall continue until released in
          accordance with the Indenture.

     (n)  Government Contracts

          The Grantor agrees that if they are a party to any contract or
          agreement with any Governmental Authority they will, if requested by
          the Collateral Agent, take such actions as may be necessary to comply
          with the Federal Assignment of Claims Act, as amended (31 U.S.C.
          Section 3727) or any similar state or local law pursuant to which the
          consideration due the Grantor thereunder is $3,000,000 or more in the
          aggregate.

6.   THE COLLATERAL AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT

     On the Closing Date, the Grantor shall execute and deliver to the
     Collateral Agent powers of attorney (collectively, the "POWER OF ATTORNEY")
     substantially in the forms attached hereto as Exhibit A-1 and A-2,
     respectively. The powers of attorney granted pursuant to the Power of
     Attorney are powers coupled with an interest and shall be irrevocable until
     the payment and performance in full of the Secured Obligations. The powers
     conferred on the Collateral Agent for the benefit of the present and future
     Holders of Secured Obligations, under the Power of Attorney are solely to
     protect the Collateral Agent's interests (for the benefit of the present
     and future Holders of Secured Obligations) in the Collateral and shall not
     impose any duty upon the Collateral Agent to exercise any such powers. The
     Collateral Agent agrees that (a) except for the powers granted in clause
     (h) of the Power of Attorney, it shall not exercise any power or authority
     granted under the Power of Attorney unless an Event of Default has occurred
     and is continuing, (b) the exercise of any power or authority granted under
     the Power of Attorney shall be subject to Article 10 of the Indenture, and
     (c) the Collateral Agent shall account for any moneys received by the
     Collateral Agent in respect of any foreclosure on or disposition of
     Collateral pursuant to the Power of Attorney provided that neither the
     Collateral Agent nor any present or future Holder of Secured Obligations
     shall have any duty as to any Collateral, and the Collateral Agent and the
     present and future Holders of Secured Obligations shall be accountable only
     for amounts they actually receive as a result of the exercise of such
     powers. NONE OF THE COLLATERAL AGENT, THE PRESENT OR FUTURE HOLDERS OF
     SECURED OBLIGATIONS OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS,
     EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO GRANTOR FOR
     ANY ACT OR

                                     - 15 -
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     FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT
     OF DAMAGES TO THE EXTENT ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE
     OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT
     JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL
     DAMAGES.

7.   REMEDIES; RIGHTS UPON DEFAULT

     (a)  Subject to Article 10 of the Indenture: (i) in addition to all other
          rights and remedies granted to it under this Security Agreement, the
          Indenture, the other Note Documents and under any other instrument or
          agreement securing, evidencing or relating to any of the Secured
          Obligations, if any Event of Default shall have occurred and be
          continuing, the Collateral Agent may exercise all rights and remedies
          of a secured party under the Code; (ii) without limiting the
          generality of the foregoing, the Grantor expressly agrees that in any
          such event the Collateral Agent, without demand of performance or
          other demand, advertisement or notice of any kind (except the notice
          specified below of time and place of public or private sale) to or
          upon the Grantor or any other Person (all and each of which demands,
          advertisements and notices are hereby expressly waived to the maximum
          extent permitted by the Code and other applicable law), may forthwith
          enter upon the premises of the Grantor where any Collateral is located
          through self-help, without judicial process, without first obtaining a
          final judgment or giving the Grantor or any other Person notice and
          opportunity for a hearing on the Collateral Agent's claim or action
          and may collect, receive, assemble, process, appropriate and realize
          upon the Collateral, or any part thereof, and may forthwith sell,
          lease, license, assign, give an option or options to purchase, or sell
          or otherwise dispose of and deliver said Collateral (or contract to do
          so), or any part thereof, in one or more parcels at a public or
          private sale or sales, at any exchange at such prices as it may deem
          acceptable, for cash or on credit or for future delivery without
          assumption of any credit risk; (iii) the Trustee, the Collateral Agent
          or any present or future Holder of Secured Obligations shall have the
          right upon any such public sale or sales and, to the extent permitted
          by law, upon any such private sale or sales, to purchase for the
          benefit of the present and future Holders of Secured Obligations, the
          whole or any part of said Collateral so sold, free of any right or
          equity of redemption, which equity of redemption the Grantor hereby
          releases; (iv) such sales may be adjourned and continued from time to
          time with or without notice; (v) the Collateral Agent shall have the
          right to conduct such sales on the Grantor's premises or elsewhere and
          shall have the right to use the Grantor's premises without charge for
          such time or times as the Collateral Agent deems necessary or
          advisable; (vi) if any Event of Default shall have occurred and be
          continuing, the Grantor further agrees, at the Collateral Agent's
          request, to assemble the Collateral and make it available to the
          Collateral Agent at a place or places designated by the Collateral
          Agent which are reasonably convenient to the Collateral Agent and the
          Grantor, whether at the Grantor's premises or elsewhere; (vii) until
          the Collateral Agent is able to effect a sale, lease, or other
          disposition of Collateral, the Collateral Agent shall have the right
          to hold or use Collateral, or any part thereof, to the extent that it
          deems appropriate for the purpose of preserving Collateral or its
          value or for any other purpose deemed appropriate by the Collateral
          Agent; (viii) the Collateral Agent shall have no obligation to the
          Grantor to maintain or preserve the rights of the Grantor as against
          third parties with respect to Collateral while Collateral is in the
          possession of the Collateral Agent; (ix) the Collateral Agent may, if
          it so elects, seek the appointment of a receiver or keeper to take
          possession of Collateral and to enforce any of the Collateral Agent's
          remedies (for the benefit of the present and future Holders of Secured
          Obligations), with respect to such appointment

                                     - 16 -
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          without prior notice or hearing as to such appointment; (x) the
          Collateral Agent shall apply the net proceeds of any such collection,
          recovery, receipt, appropriation, realization or sale to the Secured
          Obligations as provided in the Indenture, and only after so applying
          such net proceeds, and after the payment by the Collateral Agent for
          application to amounts secured by the Priority Lien and after payment
          by the Collateral Agent of any other amount required by any provision
          of law, need the Collateral Agent account for the surplus, if any, to
          the Grantor; (xi) to the maximum extent permitted by applicable law,
          the Grantor waives all claims, damages, and demands against the
          Trustee, the Collateral Agent or any present or future Holder of
          Secured Obligations arising out of the repossession, retention or sale
          of the Collateral except to the extent arising out of the gross
          negligence or willful misconduct of the Trustee, the Collateral Agent
          or such present or future Holder of Secured Obligations as finally
          determined by a court of competent jurisdiction; (xii) the Grantor
          agrees that ten (10) days prior notice by the Collateral Agent of the
          time and place of any public sale or of the time after which a private
          sale may take place is reasonable notification of such matters; and
          (xiii) the Grantor shall remain liable for any deficiency if the
          proceeds of any sale or disposition of the Collateral are insufficient
          to pay all of the Secured Obligations, including any attorneys' fees
          or other expenses incurred by the Trustee, the Collateral Agent or any
          present or future Holder of Secured Obligations to collect such
          deficiency.

     (b)  Except as otherwise specifically provided herein, the Grantor hereby
          waives presentment, demand, protest or any notice (to the maximum
          extent permitted by applicable law) of any kind in connection with
          this Indenture or any Collateral.

     (c)  To the extent that applicable law imposes duties on the Collateral
          Agent to exercise remedies in a commercially reasonable manner, the
          Grantor acknowledges and agrees that it is not commercially
          unreasonable for the Collateral Agent (i) to fail to incur expenses
          reasonably deemed significant by the Collateral Agent to prepare
          Collateral for disposition or otherwise to complete raw material or
          work in process into finished goods or other finished products for
          disposition; (ii) 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; (iii) to fail to exercise collection remedies against
          Account Debtors or other Persons obligated on Collateral or to remove
          Liens on or any adverse claims against Collateral; (iv) 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; (v) to advertise
          dispositions of Collateral through publications or media of general
          circulation, whether or not the Collateral is of a specialized nature;
          (vi) to contact other Persons, whether or not in the same business as
          the Grantor, for expressions of interest in acquiring all or any
          portion of such Collateral; (vii) to hire one or more professional
          auctioneers to assist in the disposition of Collateral, whether or not
          the Collateral is of a specialized nature; (viii) 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 capacity of doing so, or that match buyers and sellers of
          assets; (ix) to dispose of assets in wholesale rather than retail
          markets; (x) to disclaim disposition warranties, such as title,
          possession or quiet enjoyment; (xi) to purchase insurance or credit
          enhancements to insure the Collateral Agent against risks of loss,
          collection or disposition of Collateral or to provide to the
          Collateral Agent a guaranteed return from the collection or
          disposition of Collateral; or (xii) to the extent deemed appropriate
          by the Collateral Agent, to obtain the services of other brokers,
          investment bankers, consultants and other professionals to assist the

                                     - 17 -
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          Collateral Agent in the collection or disposition of any of the
          Collateral. The Grantor acknowledges that the purpose of this
          Section 7(c) is to provide non-exhaustive indications of what actions
          or omissions by Agent would not be commercially unreasonable in the
          Collateral Agent's exercise of remedies against the Collateral and
          that other actions or omissions by the Collateral Agent shall not be
          deemed commercially unreasonable solely on account of not being
          indicated in this Section 7(c). Without limitation upon the foregoing,
          nothing contained in this Section 7(c) shall be construed to grant any
          rights to the Grantor or to impose any duties on the Collateral Agent
          that would not have been granted or imposed by this Security Agreement
          or by applicable law in the absence of this Section 7(c).

     (d)  Neither the Trustee, the Collateral Agent nor any present or future
          Holders of Secured Obligations shall be required to make any demand
          upon, or pursue or exhaust any of their rights or remedies against,
          the Grantor, any other obligor, guarantor, pledgor or any other Person
          with respect to the payment of the Secured Obligations or to pursue or
          exhaust any of their rights or remedies with respect to any Collateral
          therefor or any direct or indirect guarantee thereof. Neither the
          Trustee, the Collateral Agent nor any present or future Holders of
          Secured Obligations shall be required to marshal the Collateral or any
          guarantee of the Secured Obligations or to resort to the Collateral or
          any such guarantee in any particular order, and all of its and their
          rights hereunder or under the Indenture or any other Note Document
          shall be cumulative. To the extent it may lawfully do so, the Grantor
          absolutely and irrevocably waives and relinquishes the benefit and
          advantage of, and covenants not to assert against the Trustee, the
          Collateral Agent or any present or future Holder of Secured
          Obligations, any valuation, stay, appraisement, extension, redemption
          or similar laws and any and all rights or defenses it may have as a
          surety now or hereafter existing which, but for this provision, might
          be applicable to the sale of any Collateral made under the judgment,
          order or decree of any court, or privately under the power of sale
          conferred by this Security Agreement, or otherwise.

8.   GRANT OF LICENSE TO USE INTELLECTUAL PROPERTY

     For the purpose of enabling the Collateral Agent to exercise rights and
     remedies under Section 7 hereof (including, without limiting the terms of
     Section 7 hereof, in order to take possession of, hold, preserve, process,
     assemble, prepare for sale, market for sale, sell or otherwise dispose of
     Collateral) at such time as the Collateral Agent shall be lawfully entitled
     to exercise such rights and remedies, the Grantor hereby grants to the
     Collateral Agent, for the benefit of the Collateral Agent for the present
     and future Holders of Secured Obligations, an irrevocable, non-exclusive
     license (exercisable without payment of royalty or other compensation to
     the Grantor) to use, license or sublicense any Intellectual Property now
     owned or hereafter acquired by the Grantor, and wherever the same may be
     located, and including in such license access to all media in which any of
     the licensed items may be recorded or stored and to all computer software
     and programs used for the compilation or printout thereof.

9.   LIMITATION ON THE COLLATERAL AGENT'S DUTY IN RESPECT OF COLLATERAL

     The Collateral Agent shall use reasonable care with respect to the
     Collateral in its possession or under its control. Neither the Collateral
     Agent nor any present or future Holder of Secured Obligations shall have
     any other duty as to any Collateral in its possession or control or in the
     possession or control of any agent or nominee of the Collateral Agent or
     such present or future

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     Holder of Secured Obligations, or any income thereon or as to the
     preservation of rights against prior parties or any other rights pertaining
     thereto.

10.  REINSTATEMENT

     This Security Agreement shall remain in full force and effect and continue
     to be effective should any petition be filed by or against the Grantor for
     liquidation or reorganization, should the Grantor become insolvent or make
     an assignment for the benefit of any creditor or creditors or should a
     receiver or trustee be appointed for all or any significant part of the
     Grantor's assets, and shall continue to be effective or be reinstated, as
     the case may be, if at any time payment and performance of the Secured
     Obligations, or any part thereof, is, pursuant to applicable law, rescinded
     or reduced in amount, or must otherwise be restored or returned by any
     obligee of the Secured Obligations, whether as a "voidable preference,"
     "fraudulent conveyance," or otherwise, all as though such payment or
     performance had not been made. In the event that any payment, or any part
     thereof, is rescinded, reduced, restored or returned, the Secured
     Obligations shall be reinstated and deemed reduced only by such amount paid
     and not so rescinded, reduced, restored or returned.

11.  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 Security
     Agreement, each such notice, demand, request, consent, approval,
     declaration or other communication shall be in writing and shall be given
     in the manner, and deemed received, as provided for under the Indenture.

12.  SEVERABILITY

     Whenever possible, each provision of this Security Agreement shall be
     interpreted in a manner as to be effective and valid under applicable law,
     but if any provision of this Security Agreement shall be prohibited by or
     invalid under applicable law, such provision shall be ineffective to the
     extent of such prohibition or invalidity without invalidating the remainder
     of such provision or the remaining provisions of this Security Agreement.
     This Security Agreement is to be read, construed and applied together with
     the Indenture and the other Note Documents which, taken together, set forth
     the complete understanding and agreement of the Trustee, the Collateral
     Agent, the present and future Holders of Secured Obligations and the
     Grantor with respect to the matters referred to herein and therein.

13.  NO WAIVER; CUMULATIVE REMEDIES

     Neither the Trustee, the Collateral Agent nor any present or future Holders
     of Secured Obligations shall by any act, delay, omission or otherwise be
     deemed to have waived any of its rights or remedies hereunder, and no
     waiver shall be valid unless in writing, signed by the Collateral Agent and
     then only to the extent therein set forth. A waiver by the Collateral Agent
     of any right or remedy hereunder on any one occasion shall not be construed
     as a bar to any right or remedy which the Collateral Agent would otherwise
     have had on any future occasion. No failure to exercise nor any delay in
     exercising on the part of the Trustee, the Collateral Agent or any present
     or future Holder of Secured Obligations, any right, power or

                                     - 19 -
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     privilege hereunder, shall operate as a waiver thereof, nor shall any
     single or partial exercise of any right, power or privilege hereunder
     preclude any other or future exercise thereof or the exercise of any other
     right, power or privilege. The rights and remedies hereunder provided are
     cumulative and may be exercised singly or concurrently, and are not
     exclusive of any rights and remedies provided by law. None of the terms or
     provisions of this Security Agreement may be waived, altered, modified or
     amended except by an instrument in writing, duly executed by the Collateral
     Agent and the Grantor.

14.  LIMITATION BY LAW

     All rights, remedies and powers provided in this Security Agreement may be
     exercised only to the extent that the exercise thereof does not violate any
     applicable provision of law, and all the provisions of this Security
     Agreement are intended to be subject to all applicable mandatory provisions
     of law that may be controlling and to be limited to the extent necessary so
     that they shall not render this Security Agreement invalid, unenforceable,
     in whole or in part, or not entitled to be recorded, registered or filed
     under the provisions of any applicable law.

15.  ASSIGNMENT

     The Collateral Agent may assign all of its rights and delegate all of its
     obligations hereunder to any successor Collateral Agent as provided in the
     Indenture. The Collateral Agent and each Holder of Secured Obligations may
     assign, indorse or transfer any instrument evidencing all or any part of
     the Secured Obligations as provided in, and in accordance with, the
     Indenture, and the holder of such instrument shall be entitled to the
     benefits of this Security Agreement.

16.  TERMINATION OF THIS SECURITY AGREEMENT

     The security interests granted hereby shall continue in full force and
     effect until released in accordance with the provisions of the Indenture.

17.  SUCCESSORS AND ASSIGNS

     This Security Agreement and all obligations of the Grantor hereunder shall
     be binding upon the successors and assigns of the Grantor (including any
     debtor-in-possession on behalf of the Grantor) and shall, together with the
     rights and remedies of the Trustee, the Collateral Agent, and the present
     and future Holders of Secured Obligations, hereunder, inure to the benefit
     of the Trustee, the Collateral Agent, and the present and future Holders of
     Secured Obligations, their respective successors and assigns. No sales of
     participations, other sales, assignments, transfers or other dispositions
     of any agreement governing or instrument evidencing the Secured Obligations
     or any portion thereof or interest therein shall in any manner affect the
     Lien granted to the Trustee as the Collateral Agent for the benefit of the
     present and future Holders of Secured Obligations, hereunder. The Grantor
     may not assign, sell, hypothecate or otherwise transfer any interest in or
     obligation under this Security Agreement.

18.  COUNTERPARTS

     This Security Agreement may be executed in any number of separate
     counterparts, each of which shall collectively and separately constitute
     one and the same agreement.

19.  GOVERNING LAW

                                     - 20 -
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     EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE INDENTURE OR ANY OTHER NOTE
     DOCUMENT, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
     AND PERFORMANCE, THIS SECURITY AGREEMENT AND THE OBLIGATIONS ARISING
     HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
     WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS
     (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
     GRANTOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED
     IN NEW YORK COUNTY, CITY OF NEW YORK, NEW YORK, SHALL HAVE NON-EXCLUSIVE
     JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN GRANTOR,
     THE TRUSTEE, THE COLLATERAL AGENT OR ANY OF THE PRESENT OR FUTURE HOLDERS
     OF SECURED OBLIGATIONS PERTAINING TO THIS SECURITY AGREEMENT, THE INDENTURE
     OR ANY OF THE OTHER NOTE DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR
     RELATING TO THIS SECURITY AGREEMENT THE INDENTURE OR ANY OF THE OTHER NOTE
     DOCUMENTS, PROVIDED, THAT THE TRUSTEE, THE COLLATERAL AGENT, ANY OF THE
     PRESENT OR FUTURE HOLDERS OF SECURED OBLIGATIONS AND GRANTOR ACKNOWLEDGE
     THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED
     OUTSIDE OF NEW YORK COUNTY, CITY OF NEW YORK, NEW YORK, AND, PROVIDED,
     FURTHER, NOTHING IN THIS SECURITY AGREEMENT SHALL BE DEEMED OR OPERATE TO
     PRECLUDE COLLATERAL AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION
     IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER
     SECURITY FOR THE SECURED OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER
     COURT ORDER IN FAVOR OF COLLATERAL AGENT. GRANTOR EXPRESSLY SUBMITS AND
     CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN
     ANY SUCH COURT, AND GRANTOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE
     BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON
     CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE
     RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. GRANTOR HEREBY WAIVES
     PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY
     SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND
     OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO
     GRANTOR AT THE ADDRESS SET FORTH IN THE INDENTURE AND THAT SERVICE SO MADE
     SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT THEREOF OR
     THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.

20.  WAIVER OF JURY TRIAL

     BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS
     ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT
     PERSON AND THE PARTIES WISH APPLICABLE STATE LAWS TO APPLY (RATHER THAN
     ARBITRATION RULES), THE PARTIES DESIRE THAT DISPUTES ARISING HEREUNDER OR
     RELATING HERETO BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
     THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL
     SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY
     JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
     WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG THE

                                     - 21 -
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     TRUSTEE, THE COLLATERAL AGENT, THE PRESENT OR FUTURE HOLDERS OF SECURED
     OBLIGATIONS AND GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
     INCIDENTAL TO THE RELATIONSHIP ESTABLISHED IN CONNECTION WITH, THIS
     SECURITY AGREEMENT OR ANY OF THE OTHER NOTE DOCUMENTS OR THE TRANSACTIONS
     RELATED HERETO OR THERETO.

21.  INDEMNIFICATION

     The Grantor will pay, reimburse the Trustee, the Collateral Agent and the
     Holders of Notes for, and to the fullest extent lawful defend and indemnify
     each of them against, all claims, liabilities, taxes, costs and expenses of
     every type and nature (including, without limitation, the reasonable fees
     and charges of attorneys, advisors, auditors and consultants acting for any
     of them) incurred by any of them as a result of or in connection with the
     creation, perfection, protection or enforcement of the security interests
     granted hereby or the exercise or enforcement of any right or remedy under
     this Security Agreement or to prove, preserve, protect or enforce any such
     security interest or any claim based upon such security interests in any
     lawsuit, bankruptcy case or other insolvency or liquidation proceeding.

     In accepting, holding and enforcing the security interests, rights and
     remedies granted hereby or arising hereunder or otherwise acting as
     Collateral Agent, the Collateral Agent may rely upon and enforce each and
     all of the provisions of Article 7 of the Indenture conferring any rights,
     powers, immunities, indemnities or benefits upon the Trustee, including
     (without limitation) the indemnification provided by Section 7.07(a) of the
     Indenture, and the Grantor agrees to be bound by each and all of such
     provisions as fully as if set forth at length herein.

22.  SECTION TITLES

     The Section titles contained in this Security Agreement are and shall be
     without substantive meaning or content of any kind whatsoever and are not a
     part of the agreement between the parties hereto.

23.  NO STRICT CONSTRUCTION

     The parties hereto have participated jointly in the negotiation and
     drafting of this Security Agreement. In the event an ambiguity or question
     of intent or interpretation arises, this Security 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 Security Agreement.

24.  ADVICE OF COUNSEL

     Each of the parties represents to each other party hereto that it has
     discussed this Security Agreement and, specifically, the provisions of
     Section 19 and Section 20, with its counsel.

25.  BENEFIT OF HOLDERS

     All Liens granted or contemplated hereby shall be for the benefit of the
     Collateral Agent for the benefit of the present and future Holders of
     Secured Obligations, and all proceeds or payments realized from Collateral
     in accordance herewith shall be applied to the Secured Obligations in
     accordance with the terms of the Indenture.

                                     - 22 -
<Page>


IN WITNESS WHEREOF, each of the parties hereto has caused this Security
Agreement to be executed and delivered by its duly authorized officer as of the
date first set forth above.

GNE INVESTMENTS, INC.,
as the Grantor


By:  /s/ Lindsay C. Jones
     Name: Lindsay C. Jones
     Title: Secretary


THE BANK OF NEW YORK,
as the Trustee and the Collateral Agent


By:  /s/ M. Ciesmelewski
     Name: M. Ciesmelewski
     Title: Authorized Signatory

                                     - 23 -
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                                   EXHIBIT A-1

                                POWER OF ATTORNEY

This Power of Attorney is executed and delivered by GNE Investments, Inc., a
Washington corporation (the "Grantor"), to The Bank of New York (hereinafter
referred to as "ATTORNEY"), as the Trustee as the Collateral Agent for the
benefit of the present and future Holders of Secured Obligations, under an
Indenture dated as of June 17, 2002 and a Security Agreement dated as of
June 17, 2002, and other related documents (each as further amended, modified or
supplemented, as applicable, from time to time, the "NOTE DOCUMENTS"). No person
to whom this Power of Attorney is presented, as authority for Attorney to take
any action or actions contemplated hereby, shall be required to inquire into or
seek confirmation from the Grantor as to the authority of Attorney to take any
action described below, or as to the existence of or fulfillment of any
condition to this Power of Attorney, which is intended to grant to Attorney
unconditionally the authority to take and perform the actions contemplated
herein, and the Grantor irrevocably waives any right to commence any suit or
action, in law or equity, against any person or entity which acts in reliance
upon or acknowledges the authority granted under this Power of Attorney. The
power of attorney granted hereby is coupled with an interest, and may not be
revoked or canceled by the Grantor without Attorney's written consent.

The Grantor hereby irrevocably constitutes and appoints Attorney (and all
officers, employees or agents designated by Attorney), with full power of
substitution, as the Grantor's true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of the Grantor and in the
name of the Grantor or in its own name, from time to time in Attorney's
discretion, to take any and all appropriate action and to execute and deliver
any and all documents and instruments which may be necessary or desirable to
accomplish the purposes of the Note Documents, and, without limiting the
generality of the foregoing, the Grantor hereby grants to Attorney the power and
right, on behalf of the Grantor, without notice to or assent by the Grantor, and
at any time, to do the following: (a) change the mailing address of the Grantor,
open a post office box on behalf of the Grantor, open mail for the Grantor, and
ask, demand, collect, give acquittances and receipts for, take possession of,
endorse any invoices, freight or express bills, bills of lading, storage or
warehouse receipts, drafts against debtors, assignments, verifications, and
notices in connection with any property of the Grantor; (b) effect any repairs
to any asset of the Grantor, or continue to obtain any insurance and pay all or
any part of the premiums therefor and costs thereof, and make, settle and adjust
all claims under such policies of insurance, and make all determinations and
decisions with respect to such policies; (c) pay or discharge any taxes, liens,
security interests, or other encumbrances levied or placed on or threatened
against the Grantor or its property; (d) defend any suit, action or proceeding
brought against the Grantor if the Grantor does not defend such suit, action or
proceeding or if Attorney believes that the Grantor is not pursuing such defense
in a manner that will maximize the recovery to Attorney, and settle, compromise
or adjust any suit, action, or proceeding described above and, in connection
therewith, give such discharges or releases as Attorney may deem appropriate;
(e) file or prosecute any claim, litigation, suit or proceeding in any court of
competent jurisdiction or before any arbitrator, or take any other action
otherwise deemed appropriate by Attorney for the purpose of collecting any and
all such moneys due to the Grantor whenever payable and to enforce any other
right in respect of the Grantor's property; (f) cause the certified public
accountants then engaged by the Grantor to prepare and deliver to Attorney at
any time and from time to time, promptly upon Attorney's request, the following
reports: (1) a reconciliation of all accounts, (2) an aging of all accounts, (3)
trial balances, (4) test verifications of such accounts as Attorney may request,
and (5) the results of each physical verification of inventory; (g) communicate
in its own name with any party to any Contract with regard to the assignment of
the right, title and interest of the Grantor in and under the Contracts and
other matters relating thereto; (h) to file such financing statements with
respect to the Security Agreement, with or without the Grantor's signature, or
to file a photocopy of the Security Agreement in substitution for a financing
statement, as the Agent may deem appropriate and to execute in

                                     - 24 -
<Page>

the Grantor's name such financing statements and amendments thereto and
continuation statements which may require the Grantor's signature; and (i)
execute, in connection with any sale provided for in any Note Document, any
endorsements, assignments or other instruments of conveyance or transfer with
respect to the Collateral and to otherwise direct such sale or resale, all as
though Attorney were the absolute owner of the property of the Grantor for all
purposes, and to do, at Attorney's option and the Grantor's expense, at any time
or from time to time, all acts and other things that Attorney reasonably deems
necessary to perfect, preserve, or realize upon the Grantor's property or assets
and Attorney's Liens thereon, all as fully and effectively as the Grantor might
do. The Grantor hereby ratifies, to the extent permitted by law, all that said
Attorney shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney is executed by the Grantor and the
Grantor has caused its seal to be affixed pursuant to the authority of its board
of directors on June __, 2002.

ATTEST:

By:  /s/ T. Eastman
     Name: T. Eastman
     Title: V.P.


                            NOTARY PUBLIC CERTIFICATE

On this 16 day of June, 2002, T. Eastman who is personally known to me appeared
before me in his/her capacity as the V.P. of GNE INVESTMENTS, INC. (the
"Grantor") and executed on behalf of the Grantor the Power of Attorney in favor
of The Bank of New York to which this Certificate is attached.

                                        /s/ Jeffrey Gimpel
                                   ---------------------------------------------
                                   Notary Public

                                     - 25 -
<Page>

                                   EXHIBIT A-2

                                POWER OF ATTORNEY

STATE OF NEW YORK  )
                   ) ss.:
COUNTY OF NEW YORK )

KNOW ALL MEN BY THESE PRESENTS, GNE Investments, Inc., a Washington corporation
with its principal place of business at 4899 West 2100 South, Salt Lake City,
Utah 84120 (hereinafter called the "GRANTOR"), hereby appoints and constitutes
The Bank of New York (the "SECURED PARTY") as the Trustee and the Collateral
Agent under an Indenture dated as of June 17, 2002 (as it may be amended,
restated, supplemented or otherwise modified and in effect from time to time,
the "INDENTURE") among, INTER ALIA, the Grantor and Secured Party, its true and
lawful attorney, with full power of substitution, and with full power and
authority, upon the occurrence and during the continuance of an Event of Default
(defined in the Indenture) to perform the following acts on behalf of the
Grantor:

(i)    For the purpose of granting, selling, licensing or otherwise disposing of
       all right, title and interest of the Grantor in and to any letters
       patent, design and plant patents, utility models, industrial designs,
       inventory certificates and statutory invention registrations of the
       United States or any other country or political subdivision thereof, and
       all registrations, recordings, reissues, continuations,
       continuations-in-part, term restorations and extensions thereof, and all
       pending applications therefor, and for the purpose of the recording,
       registering and filing of, or accomplishing any other formality with
       respect to the foregoing, to execute and deliver any and all agreements,
       documents, instruments of transfer or other papers necessary or advisable
       to effect such purpose;

(ii)   For the purpose of granting, selling, licensing or otherwise disposing of
       all right, title and interest of Debtor in and to any trademarks, trade
       names, trade styles and service marks, and all registrations, recordings,
       reissues, extensions and renewals thereof, and all pending applications
       therefor, and for the purpose of the recording, registering and filing
       of, or accomplishing any other formality with respect to the foregoing,
       to execute and deliver any and all agreements, documents, instruments of
       transfer or other papers necessary or advisable to effect such purpose;

(iii)  For the purpose of granting, selling, licensing or otherwise disposing of
       all right, title and interest of Debtor in and to any copyrights, and all
       registrations, recordings, extensions and renewals thereof, and all
       pending applications therefor, and for the purpose of the recording,
       registering and filing of, or accomplishing any other formality with
       respect to the foregoing, to execute and deliver any and all agreements,
       documents, instruments of transfer or other papers necessary or advisable
       to effect such purpose; and

(iv)   To execute any and all documents, statements, certificates or other
       papers necessary or advisable in order to obtain the purposes described
       above as Secured Party may in its sole but reasonable discretion
       determine.

                                     - 26 -
<Page>

This power of attorney is made pursuant to a Copyright Security Agreement, a
Patent Security Agreement and a Trademark Security Agreement, each of which is
dated the date hereof, as amended from time to time, by the Grantor in favor of
Secured Party and will take effect solely for the purposes of Section 7 of the
Security Agreement and is subject to the conditions thereof and may not be
revoked until the payment or performance in full of all "Note Obligations" as
defined in the Indenture.

Dated as of June 17, 2002.

GNE INVESTMENTS, INC.


By:  /s/ Lindsay C. Jones
     Name: Lindsay C. Jones
     Title: Secretary

                                     - 27 -