exhibit107.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AMENDED
AND RESTATED PLEDGE AND SECURITY AGREEMENT

     

    AMENDED AND RESTATED PLEDGE AND
SECURITY AGREEMENT, dated as of June 26, 2008 (this "Agreement"), made by Earth Biofuels, Inc., a
Delaware corporation ("EBOF"), and each of the
undersigned existing Subsidiaries (collectively, the "Existing Subsidiaries") and
each other Subsidiary of EBOF hereafter becoming party hereto (together with
EBOF and the Existing Subsidiaries, each a "Grantor" and, collectively,
the "Grantors"), in
favor of Castlerigg Master
Investments, Ltd., a company organized under the laws of the British
Virgin Islands, in its capacity as collateral agent (in such capacity, the
"Collateral Agent") for
certain of the holders (each a "Holder" and collectively, the
"Holders") of the 2008
Amendment Notes (as defined below).

     

    W I T N E S S E T H:

     

    WHEREAS,
each Holder purchased 8% Senior Convertible Notes (collectively, the "Existing Notes") pursuant to a
Securities Purchase Agreement with EBOF, dated as of July 24, 2006 (as amended,
restated, supplemented or otherwise modified from time to time, the "Securities Purchase
Agreement");

     

    WHEREAS,
pursuant to a Guaranty Agreement, dated as of November 13, 2007 (the "Existing Guaranty"), the
Existing Subsidiaries jointly and severally guaranteed the payment of the Total
Debt (as defined in the Existing Guaranty) to the Holders;

     

    WHEREAS,
pursuant to a Pledge and Security Agreement, dated as of December 20, 2007 (the
"Existing Security
Agreement"), EBOF granted to each Holder a perfected security interest in
certain assets of EBOF and the stock, equity interests and assets of certain of
EBOF's subsidiaries;

     

    WHEREAS,
in order to pay for expenses due under the Securities Purchase Agreement, EBOF
has authorized a new series of senior subordinated secured convertible
exchangeable notes of EBOF, in the form attached as Exhibit A to the Exchange
Agreement (as defined below) (the "Series B Notes");

     

    WHEREAS,
the Collateral Agent desires to enter into an Amendment and Exchange Agreement
(the "Exchange
Agreement"), with EBOF, pursuant to which, among other things, EBOF and
the Collateral Agent shall amend and restate all of the Collateral Agent's
Existing Notes for a senior secured convertible exchangeable note in the form
attached as Exhibit B to the Exchange Agreement (the "Amended and Restated Notes",
and together with the Series B Notes, the "2008 Amendment
Notes");

     

    WHEREAS,
each of the Lenders have agreed to release certain of the Company's subsidiaries
from their respective obligations under the Existing Guaranty and the Existing
Security Agreement, pursuant to separate Release, Consent and Waivers (each a
"Release Agreement", and
collectively, the "Release
Agreements") by and among each Lender, the Company, Earth LNG, Inc.,
Arizona LNG, L.L.C., Fleet Star, Inc., Earth Leasing, Inc. f/k/a Alternative
Dual Fuels, Inc. and Applied LNG Technologies USA, L.L.C, effective upon the
closing of the transactions contemplated by the Exchange Agreement;

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    WHEREAS,
pursuant to the Exchange Agreement, the Existing Subsidiaries will amend and
restate the Existing Guaranty in the form attached as Exhibit E to the Exchange
Agreement (as amended or modified from time to time in accordance with their
terms, the "Amended and
Restated Guaranty"), and the Grantors will amend and restate the Existing
Security Agreement in this Agreement (as amended or modified from time to time
in accordance with their terms) to reaffirm the granting of a security interest
in the Existing Security Agreement;


    WHEREAS,
each of the Grantors has determined that the execution, delivery and performance
of this Agreement and the Amended and Restated Guaranty directly benefit, and
are in the best interest of the Grantors; and

     

    NOW,
THEREFORE, in consideration of the premises and the agreements herein and in
order to induce the Holders to enter into the Exchange Agreement, each Grantor
agrees with the Collateral Agent, for the benefit of the Holders, as
follows:

     

    


    SECTION
1.                                Definitions.

     

    (a)           Reference
is hereby made to the Exchange Agreement for a statement of the terms
thereof.  All terms used in this Agreement and the recitals hereto
which are defined in the Exchange Agreement or in Articles 8 or 9 of the Uniform
Commercial Code (the "UCC") as in effect from time
to time in the State of New York, and which are not otherwise defined herein
shall have the same meanings herein as set forth therein; provided that terms
used herein which are defined in the UCC as in effect in the State of New York
on the date hereof shall continue to have the same meaning notwithstanding any
replacement or amendment of such statute, except as the Collateral Agent may
otherwise determine.

     

    (b)           The
following terms shall have the respective meanings provided for in the
UCC:  "Accounts", "Cash Proceeds", "Chattel Paper", "Commercial Tort
Claim", "Commodity Account", "Commodity Contracts", "Deposit Account",
"Documents", "Equipment", "Fixtures", "General Intangibles", "Goods",
"Instruments", "Inventory", "Investment Property", "Letter-of-Credit Rights",
"Noncash Proceeds", "Payment Intangibles", "Proceeds", "Promissory Notes",
"Security", "Record", "Security Account", "Software", and "Supporting
Obligations".

     

    (c)           As
used in this Agreement, the following terms shall have the respective meanings
indicated below, such meanings to be applicable equally to both the singular and
plural forms of such terms:

     

    "2008 Amendment Notes" has the
meaning set forth in the recitals hereto.

     

    "Amended and Restated Guaranty"
has the meaning set forth in the recitals hereto.

     

    "Business Day" means any day
that is not a Saturday, Sunday, or other day on which national banks are
authorized or required to close.

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 
      	 
      	 
      


    

    


     

    "Copyright Licenses" means all
licenses, contracts or other agreements, whether written or oral, naming any
Grantor as licensee or licensor and providing for the grant of any right to use
or sell any works covered by any copyright (including, without limitation, all
Copyright Licenses set forth in Schedule II
hereto).

     

    "Copyrights" means all domestic
and foreign copyrights, whether registered or not, including, without
limitation, all copyright rights throughout the universe (whether now or
hereafter arising) in any and all media (whether now or hereafter developed), in
and to all original works of authorship fixed in any tangible medium of
expression, acquired or used by any Grantor (including, without limitation, all
copyrights described in Schedule II hereto),
all applications, registrations and recordings thereof (including, without
limitation, applications, registrations and recordings in the United States
Copyright Office or in any similar office or agency of the United States or any
other country or any political subdivision thereof), and all reissues,
divisions, continuations, continuations in part and extensions or renewals
thereof.

     

              "Event of Default" means any defined
event of default under any one or more of the Transaction Documents, in each
instance, after giving effect to any notice, grace, or cure periods provided for
in the applicable Transaction Documents.

     

    "Exchange Agreement" has the
meaning set forth in the recitals hereto.

     

    "Existing Guaranty" has the
meaning set forth in the recitals hereto.

     

    "Existing Liens" means any of
the Liens described in Schedule VII annexed
hereto, but only to the extent such Liens are valid and in existence as of the
date of this Agreement and such Liens shall not include any PACA
Liens.

     

    "Existing Notes" has the
meaning set forth in the recitals hereto.

     

    "Existing Security Agreement"
has the meaning set forth in the recitals hereto.

     

    "Farm Products" means all of
the Grantors' now owned or hereafter existing or acquired farm products of every
kind and nature, including, without limitation, crops and supplies used or
produced in farming operations, and products of crops wherever
located.

     

    "Farm Products Sellers" means,
individually and collectively, sellers or suppliers to the Grantors of any farm
product (as such term is defined in both the Food Security Act and the Code),
including any perishable agricultural commodity (as defined in
PACA).

     

    "Food Security Act" means the
Food Security Act of 1984, 7 USC § 1631 et seq., as the same now exists or may
hereafter from time to time be amended, modified, recodified or supplemented,
together with all rules and regulations thereunder.

     

    "Food Security Act Notices" has
the meaning set forth in Section
4(m)(i).

     

    "Governmental Authority" means
any federal, state, local, or other governmental or administrative body,
instrumentality, department, or agency or any court,

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    tribunal,
administrative hearing body, arbitration panel, commission, or other similar
dispute-resolving panel or body.

     

    "Guaranteed Obligations" has
the meaning set forth in the Amended and Restated Guaranty.

     

    "Insolvency Proceeding" means
any proceeding commenced by or against any Person under any provision of the
Bankruptcy Code (Chapter 11 of Title 11 of the United States Code) or under
any other bankruptcy or insolvency law, assignments for the benefit of
creditors, formal or informal moratoria, compositions, or extensions generally
with creditors, or proceedings seeking reorganization, arrangement, or other
similar relief.

     

    "Intellectual Property" means
the Copyrights, Trademarks and Patents.

     

    "Licenses" means the Copyright
Licenses, the Trademark Licenses and the Patent Licenses.

    
          "Lien" means any mortgage, deed
of trust, pledge, lien (statutory or otherwise), security interest, charge or
other encumbrance or security or preferential arrangement of any nature,
including, without limitation, any conditional sale or title retention
arrangement, any capitalized lease and any assignment, deposit arrangement or
financing lease intended as, or having the effect of, security, and any PACA
Lien.

     

    "PACA" shall mean the
Perishable Agricultural Commodities Act of 1930, as amended, 7 USC § 499a et
seq., as the same now exists or may from time to time hereafter be amended,
modified, recodified or supplemented, together with all rules, regulations and
interpretations thereunder or related thereto.

     

    "PACA Lien" means any statutory
trust arising under the Perishable Agricultural Commodities Act, 7 U.S.C. § 499a
et seq.

     

    "Patent Licenses" means all
licenses, contracts or other agreements, whether written or oral, naming any
Grantor as licensee or licensor and providing for the grant of any right to
manufacture, use or sell any invention covered by any Patent (including, without
limitation, all Patent Licenses set forth in Schedule II
hereto).

     

    "Patents" means all domestic
and foreign letters patent, design patents, utility patents, industrial designs,
inventions, trade secrets, ideas, concepts, methods, techniques, processes,
proprietary information, technology, know-how, formulae, rights of publicity and
other general intangibles of like nature, now existing or hereafter acquired
(including, without limitation, all domestic and foreign letters patent, design
patents, utility patents, industrial designs, inventions, trade secrets, ideas,
concepts, methods, techniques, processes, proprietary information, technology,
know-how and formulae described in Schedule II hereto),
all applications, registrations and recordings thereof (including, without
limitation, applications, registrations and recordings in the United States
Patent and Trademark Office, or in any similar office or agency of the United
States or any other country or any political subdivision thereof), and all
reissues, divisions, continuations, continuations in part and extensions or
renewals thereof.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    "Permitted Liens" means (i) any
Existing Liens, (ii) any Lien for taxes not yet due or delinquent or being
contested in good faith by appropriate proceedings for which adequate reserves
have been established in accordance with GAAP, (iii) any Lien (other than a PACA
Lien) created by operation of law, such as materialmen's liens, mechanics' liens
and other similar liens, arising in the ordinary course of business with respect
to a liability that is not yet due or delinquent or that are being contested in
good faith by appropriate proceedings, (iv) Liens incurred in connection with
the extension, renewal or refinancing of the Indebtedness secured by Liens of
the type described in clauses (i) and (iii) above, provided that any
extension, renewal or replacement Lien shall be limited to the property
encumbered by the existing Lien and the principal amount of the Indebtedness
being extended, renewed or refinanced does not increase, (v) Liens granted
hereunder securing the Obligations; (vi) leases or subleases and licenses and
sublicenses granted to others in the ordinary course of the Grantor's business,
not interfering in any material respect with the business of a Grantor, (vii)
Liens arising from judgments, decrees or attachments in circumstances not
constituting an 'event of default" under any of the Transaction Documents, and
(viii) Liens that are contractual rights of set-off (a) relating to the
establishment of depository relations with banks not given in connection with
the issuance of indebtedness, (b) relating to pooled deposit or sweep accounts
of a Grantor to permit satisfaction of overdraft or similar obligations incurred
in the ordinary course of business or (c) relating to purchase orders and other
agreements entered into with customers of a Grantor in the ordinary course of
business.

     

    "Person" means natural persons,
corporations, limited liability companies, limited partnerships, general
partnerships, limited liability partnerships, joint ventures, trusts, land
trusts, business trusts, or other organizations, irrespective of whether they
are legal entities, and governments and agencies and political subdivisions
thereof.


     

    "Series B Notes" has the
meaning set forth in the recitals hereto.

     

    "Subsidiary" means a
corporation, partnership, limited liability company, or other entity in which
that Person directly or indirectly owns or controls the shares of stock having
ordinary voting power to elect a majority of the board of directors (or appoint
other comparable managers) of such corporation, partnership, limited liability
company, or other entity.

     

    "Trademark Licenses" means all
licenses, contracts or other agreements, whether written or oral, naming any
Grantor as licensor or licensee and providing for the grant of any right
concerning any Trademark, together with any goodwill connected with and
symbolized by any such trademark licenses, contracts or agreements and the right
to prepare for sale or lease and sell or lease any and all Inventory now or
hereafter owned by any Grantor and now or hereafter covered by such licenses
(including, without limitation, all Trademark Licenses described in Schedule II
hereto).

     

    "Trademarks" means all domestic
and foreign trademarks, service marks, collective marks, certification marks,
trade names, business names, d/b/a's, Internet domain names, trade styles,
designs, logos and other source or business identifiers and all general
intangibles of like nature, now or hereafter owned, adopted, acquired or used by
any Grantor (including, without limitation, all domestic and foreign trademarks,
service marks, collective

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    marks,
certification marks, trade names, business names, d/b/a's, Internet domain
names, trade styles, designs, logos and other source or business identifiers
described in Schedule
II hereto), all applications, registrations and recordings thereof
(including, without limitation, applications, registrations and recordings in
the United States Patent and Trademark Office or in any similar office or agency
of the United States, any state thereof or any other country or any political
subdivision thereof), and all reissues, extensions or renewals thereof, together
with all goodwill of the business symbolized by such marks and all customer
lists, formulae and other Records of any Grantor relating to the distribution of
products and services in connection with which any of such marks are
used.

     

    "Transaction Documents" means
(i) the "Documents" (as defined in the Amended and Restated Guaranty), (ii) the
Amended and Restated Guaranty, (iii) this Agreement and (iv) any other
agreement, instrument, and other document executed and delivered pursuant
thereto or otherwise evidencing or securing any of the Obligations.

     

    SECTION
2.                                Confirmation and Grant of
Security Interest.  

     

    (a)           Each
Grantor hereby confirms, ratifies and reaffirms that the Existing Liens granted
pursuant to the Existing Security Agreement are continuing and are and shall
remain unimpaired and continue to constitute fully perfected, first priority
liens (subject to Permitted Liens) in favor of the Collateral Agent for the
benefit of the Holders, with the same force, effect and priority in effect both
immediately prior to and after entering into this Agreement and the Transaction
Documents.  Each Grantor affirms and agrees that such Liens granted
pursuant to the Existing Security Agreement will continue to secure all of the
Obligations (as defined in Section 3 hereof).

     

    (b)           As
collateral security for all of the "Obligations" (as defined in Section 3 hereof),
each Grantor hereby pledges and assigns to the Collateral Agent for the benefit
of the Holders, and grants to the Collateral Agent for the benefit of the
Holders a continuing security interest in, all personal property of such
Grantor,
wherever located and whether now or hereafter existing and whether now owned or
hereafter acquired, of every kind and description, tangible or intangible
(collectively, the "Collateral"), including,
without limitation, the following:

     

    (i)           all
Accounts;

     

    (ii)           all
Chattel Paper (whether tangible or electronic);

     

    (iii)           the
Commercial Tort Claims specified on Schedule VI
hereto;

     

    (iv)           all
Deposit Accounts (including, without limitation, all cash, and all other
property from time to time deposited therein and the monies and property in the
possession or under the control of the Collateral Agent or Holder or any
affiliate, representative, agent or correspondent of the Collateral Agent or
Holder);

     

    (v)           all
Documents;

     

    (vi)           all
Equipment;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (vii)           all
Fixtures;

     

    (viii)                      all
General Intangibles (including, without limitation, all Payment
Intangibles);

     

    (ix)           all
Goods;

     

    (x)           all
Instruments (including, without limitation, Promissory Notes and each
certificated Security);

     

    (xi)           all
Inventory;

     

    (xii)           all
Investment Property;

     

    (xiii)                      all
Copyrights, Patents and Trademarks, and all Licenses;

     

    (xiv)                      all
Letter-of-Credit Rights;

     

    (xv)           all
Supporting Obligations;

     

    (xvi)                      all
other tangible and intangible personal property of such Grantor (whether or not
subject to the UCC), including, without limitation, all bank and other accounts
and all cash and all investments therein, all proceeds, products, offspring,
accessions, rents, profits, income, benefits, substitutions and replacements of
and to any of the property of such Grantor described in the preceding clauses of
this Section 2
(including, without limitation, any proceeds of insurance thereon and all causes
of action, claims and warranties now or hereafter held by such Grantor in
respect of any of the items listed above), and all books, correspondence, files
and other Records, including, without limitation, all tapes, desks, cards,
Software, data and computer programs in the possession or under the control of
such Grantor or any other Person from time to time acting for such Grantor
that at
any time evidence or contain information relating to any of the property
described in the preceding clauses of this Section 2 or are
otherwise necessary or helpful in the collection or realization thereof;
and

     

    (xvii)                      all
Proceeds, including all Cash Proceeds and Noncash Proceeds, and products of any
and all of the foregoing Collateral;

     

    in each
case howsoever such Grantor's interest therein may arise or appear (whether by
ownership, security interest, claim or otherwise).

     

    SECTION
3.                                Security for
Obligations.  The security interest confirmed and created
hereby in the Collateral constitutes continuing collateral security for all of
the following obligations, whether now existing or hereafter incurred
(collectively, the "Obligations"):

     

    (a)           (i)
the payment by EBOF, as and when due and payable (by scheduled maturity,
required prepayment, acceleration, demand or otherwise), of all amounts from
time to time owing by it in respect of the Securities Purchase Agreement, the
2008 Amendment Notes and the other Transaction Documents, and (ii) the payment
by each of the Existing Subsidiaries

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    and each
other Grantor other than EBOF as and when due and payable of all Guaranteed
Obligations under the Amended and Restated Guaranty; and

     

    (b)           the
due performance and observance by each Grantor of all of its other obligations
from time to time existing in respect of any of the Transaction
Documents.

     

    SECTION
4.                                Representations and
Warranties.  Each Grantor represents and warrants as
follows:

     

    (a)           Schedule I hereto
sets forth (i) the exact legal name of such Grantor, and (ii) the organizational
identification number of such Grantor or states that no such organizational
identification number exists.

     

    (b)           To
its best knowledge, there is no pending or written notice threatening any
action, suit, proceeding or claim affecting such Grantor before any governmental
authority or any arbitrator, or any order, judgment or award by any governmental
authority or arbitrator, that would reasonably be expected to adversely affect
the grant by such Grantor, or the perfection, of the security interest purported
to be created hereby in the Collateral, or the exercise by the Collateral Agent
of any of its rights or remedies hereunder.

     

    (c)           Except
as set forth in Schedule 4(c), all Federal, state and local tax returns and
other reports required by applicable law to be filed by such Grantor have been
filed, or extensions have been obtained, and all taxes, assessments and other
governmental charges imposed upon such Grantor or any property of such Grantor
(including, without limitation, all federal income and social security taxes on
employees' wages) and which have become due and payable on or prior to the date
hereof have been paid, except to the extent contested in good faith by proper
proceedings which stay the imposition of any penalty, fine or Lien resulting
from the non-payment thereof and with respect to which adequate reserves have
been set aside for the payment thereof in accordance with generally accepted
accounting principles consistently applied ("GAAP").

     

                (d)           All
Equipment, Fixtures, Goods and Inventory of such Grantor now existing are, and
all Equipment, Fixtures, Goods and Inventory of such Grantor hereafter existing
will be, located and/or based at the addresses specified therefor in Schedule III hereto,
except that such Grantor will give the Collateral Agent not less than 5 days'
prior written notice of any change of the location of any such Collateral, other
than to locations set forth on Schedule III and with
respect to which the Collateral Agent has filed financing statements and
otherwise fully perfected its Liens thereon.  Such Grantor's chief
place of business and chief executive office, the place where such Grantor keeps
its Records concerning Accounts and all originals of all Chattel Paper are
located at the addresses specified therefor in Schedule III
hereto.  None of the Accounts is evidenced by Promissory Notes or
other Instruments.  Set forth in Schedule IV hereto is
a complete and accurate list, as of the date of this Agreement, of (i) each
Promissory Note, Security and other Instrument owned by each Grantor and (ii)
each Deposit Account, Securities Account and Commodities Account of each
Grantor, together with the name and address of each institution at which each
such Account is maintained, the account number for each such Account and a
description of the purpose of each such Account.  Set forth in Schedule I hereto is
a complete and correct list of each trade name used by each Grantor and the name
of,

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    and each
trade name used by, each person from which such Grantor has acquired any
substantial part of the Collateral.

     

    (e)           Such
Grantor has delivered to the Collateral Agent complete and correct copies of
each License described in Schedule II hereto,
including all schedules and exhibits thereto, which represents all of the
Licenses existing on the date of this Agreement.  Each such License
sets forth the entire agreement and understanding of the parties thereto
relating to the subject matter thereof, and there are no other agreements,
arrangements or understandings, written or oral, relating to the matters covered
thereby or the rights of such Grantor or any of its affiliates in respect
thereof.  Each material License now existing is, and any material
License entered into in the future will be, the legal, valid and binding
obligation of the parties thereto, enforceable against such parties in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of a party’s rights generally and by general equitable
principles.  No default under any material License by any such party
has occurred, nor does any defense, offset, deduction or counterclaim exist
thereunder in favor of any such party.

     

    (f)           Such
Grantor owns and controls, or otherwise possesses adequate rights to use, all
Trademarks, Patents and Copyrights, which are the only trademarks, patents,
copyrights, inventions, trade secrets, proprietary information and technology,
know-how, formulae, rights of publicity necessary to conduct its business in
substantially the same manner as conducted as of the date
hereof.  Schedule II hereto
sets forth a true and complete list of all registered copyrights, issued
patents, Trademarks, and Licenses annually owned or used by such Grantor as of
the date hereof.  To the best knowledge of each Grantor, all such
Intellectual Property of such Guarantor is subsisting and in full force and
effect, has not been adjudged invalid or unenforceable, is valid and enforceable
and has not been abandoned in whole or in part.  Except as set forth
in Schedule II, no such Intellectual Property is the subject of any licensing or
franchising agreement.  Such Grantor has no knowledge of any material
conflict with the rights of others to any Intellectual Property and, to the best
knowledge of such Grantor, such Grantor is not now infringing or in conflict
with any such rights of others in any material respect, and to the best
knowledge of such Grantor, no other Person is now infringing or in conflict in
any material respect with any such properties, assets and rights owned or used
by such Grantor.  Such Grantor has not received any notice that it is
violating or has violated the trademarks, patents, copyrights, inventions, trade
secrets, proprietary information and technology, know-how, formulae, rights of
publicity or other intellectual property rights of any third party.

     

    (g)           Such
Grantor is and will be at all times the sole and exclusive owner of, or
otherwise has and will have adequate rights in, the Collateral free and clear of
any Liens, except for Permitted Liens.  To such Grantor’s
best knowledge, no effective financing statement or other instrument similar in
effect covering all or any part of the Collateral is on file in any recording or
filing office except (A) such as may have been filed in favor of the
Collateral Agent relating to this Agreement, and (B) such as may have been
filed to perfect any of the Existing Liens.

     

    (h)           The
exercise by the Collateral Agent of any of its rights and remedies hereunder
will not contravene any law or any contractual restriction binding on or
otherwise

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    affecting
such Grantor or any of its properties and will not result in or require the
creation of any Lien, upon or with respect to any of its
properties.

     

    (i)           No
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or other regulatory body, or any other Person, is
required for (i) the grant by such Grantor, or the perfection, of the
security interest purported to be created hereby in the Collateral, or
(ii) the exercise by the Collateral Agent of any of its rights and remedies
hereunder, except (A) for the filing under the UCC as in effect in the
applicable jurisdiction of the financing statements, all of which financing
statements, have been duly filed and are in full force and effect, (B) with
respect to the perfection of the security interest created hereby in the
Intellectual Property, for the recording of the appropriate Assignment for
Security, substantially in the form of Exhibit A hereto, as
applicable, in the United States Patent and Trademark Office or the United
States Copyright Office, as applicable, and (C) with respect to the
perfection of the security interest created hereby in foreign Intellectual
Property and Licenses, for registrations and filings in jurisdictions located
outside of the United States and covering rights in such jurisdictions relating
to the Intellectual Property and Licenses.

     

    (j)           This
Agreement creates in favor of the Collateral Agent a legal, valid and
enforceable security interest in the Collateral, as security for the
Obligations.  The Collateral Agent's having possession of all
Instruments and cash constituting Collateral from time to time, the recording of
the appropriate Assignment for Security executed pursuant hereto in the United
States Patent and Trademark Office and the United States Copyright Office, as
applicable, and the filing of the financing statements and the other filings and
recordings, as applicable, described in Schedule V hereto
and, with respect to the Intellectual Property hereafter existing and not
covered by an appropriate Assignment for Security, the recording in the United
States Patent and Trademark Office or the United States Copyright Office, as
applicable, of appropriate instruments of assignment, result in the perfection
of such security interests; provided, however, that each
Holder may keep possession of certificates representing its pro rata portion of
shares of capital stock of PNG Ventures, Inc. constituting Collateral hereunder,
subject to the terms of this Agreement, which possession shall result in
perfection of such Holder's security interests in such shares under this
Agreement.  Such security interests are, or in the case of Collateral
in which such Grantor obtains rights after the date hereof, will be, perfected,
first priority security interests, subject only to Permitted Liens and the
recording of such instruments of assignment.  Such recordings and
filings and all other action necessary or desirable to perfect and protect such
security interest have been duly taken, except for the Collateral Agent's having
possession of Instruments and cash constituting Collateral after the date hereof
and the other filings and recordations described in Section 4(l)
hereof.

     

    (k)           As
of the date hereof, such Grantor does not hold any Commercial Tort Claims nor is
aware of any such pending claims, except for such claims described in Schedule
VI.

     

    (l)           Each
of the Existing Subsidiaries is a Subsidiary of EBOF and are the only
Subsidiaries of EBOF, as of the date hereof, owned in the respective percentages
shown on Schedule VIII annexed hereto.

     

    (m)           Notices from Farm Products
Sellers, etc.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (i)           Except
as set forth in Schedule 4(m) hereto,
no Grantor has, within the one (1) year period prior to the date hereof,
received any written notice pursuant to the applicable provisions of the Food
Security Act, or pursuant to the UCC or any state agricultural or producers'
lien laws or any other applicable local laws from (i) any Farm Products Seller
or (ii) any lender to any Farm Products Seller or any other Person with a
security interest in the assets of any Farm Products Seller or (iii) the
Secretary of State (or equivalent official) or other Governmental Authority of
any State, Commonwealth or political subdivision thereof in which any Farm
Products purchased by any Grantor are produced, in any case advising or
notifying any Grantor of the intention of such Farm Products Seller or other
Person to preserve the benefits of any trust, lien or other interest applicable
to any assets of such Grantor established in favor of such Farm Products Seller
or other Person under any other law or claiming a Lien or security interest in
and to any perishable agricultural commodity or any other Farm Products which
may be or have been purchased by such Grantor or any related or other assets of
such Grantor (all of the foregoing, together with any such notices as the
Grantors may at any time hereafter receive, collectively, the "Food Security Act
Notices").

     

    (ii)           No
Grantor is engaged in farming operations.

     

    (iii)           Each
Grantor's contract with each of its corn growers provides that not more than
33-1/3% of the aggregate payments to each such grower are due within 30 days
after receipt and acceptance by such Grantor of the last shipment of corn from
each such corn grower.

     

    SECTION
5.                                Covenants as to the
Collateral.  So long as any of the Obligations shall remain
outstanding, unless the Collateral Agent shall otherwise consent in
writing:

     

    (a)           Further
Assurances.  Each Grantor will at its expense, at any time and
from time to time, promptly execute and deliver all further instruments and
documents and take all further action that the Collateral Agent may reasonably
request in order to:  (i) perfect and protect the security
interest purported to be created hereby; (ii) enable the Collateral Agent
to exercise and enforce its rights and remedies hereunder in respect of the
Collateral; or (iii) otherwise effect the purposes of this Agreement,
including, without limitation:  (A) marking conspicuously all
Chattel Paper with a principal balance in excess of $5,000 and each License and,
at the request of the Collateral Agent, each of its Records pertaining to the
Collateral with a legend, in form and substance reasonably satisfactory to the
Collateral Agent, indicating that such Chattel Paper, License or Collateral is
subject to the security interest created hereby, (B)  delivering possession
of (or granting control over) and pledging to the Collateral Agent hereunder
each Promissory Note, Security, Chattel Paper or other Instrument, in each case
with a principal balance in excess of $5,000, now or hereafter owned by such
Grantor, duly endorsed and accompanied by executed instruments of transfer or
assignment, all in form and substance satisfactory to the Collateral Agent,
(C) executing and filing (to the extent, if any, that such Grantor's
signature is required thereon) or authenticating the filing of, such financing
or continuation statements, or amendments thereto, as may be necessary or
desirable or that the Collateral Agent may reasonably request in order to
perfect and preserve the security interest purported to be created hereby,
(D) furnishing to the Collateral Agent from time to time statements and
schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral in each case as the Collateral Agent
may reasonably request, all

     

    


    
      	 
      	 
      	 
      


    

    


     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    


    in
reasonable detail, (E) if any Collateral shall be in the possession of a
third party, notifying such Person of the Collateral Agent's security interest
created hereby and obtaining a written acknowledgment from such Person that such
Person holds possession of the Collateral for the benefit of the Collateral
Agent, which such written acknowledgement shall be in form and substance
satisfactory to the Collateral Agent, (F) if at any time after the date
hereof, such Grantor acquires or holds any Commercial Tort Claim, promptly
notifying the Collateral Agent in a writing signed by such Grantor setting forth
a brief description of such Commercial Tort Claim and granting to the Collateral
Agent a security interest therein and in the proceeds thereof, which writing
shall incorporate the provisions hereof and shall be in form and substance
satisfactory to the Collateral Agent; (G) upon the acquisition after the
date hereof by such Grantor of any motor vehicle or other Equipment subject to a
certificate of title or ownership (other than a Motor Vehicle or Equipment that
is subject to a purchase money security interest), at the Collateral Agent's
written request, causing the Collateral Agent to be listed as a lienholder on
such certificate of title or ownership and delivering evidence of the same to
the Collateral Agent in accordance with the Securities Purchase Agreement; and
(H) taking all actions required by any earlier versions of the UCC or by
other law, as applicable, in any relevant UCC jurisdiction, or by other law as
applicable in any foreign jurisdiction.

     

    (b)           Location of Equipment and
Inventory.  Each Grantor will keep the Equipment and Inventory
at the locations specified therefor in Section 4(g)
hereof or, upon not less than five (5) days' prior written notice to the
Collateral Agent accompanied by a new Schedule V hereto
indicating each new location of the Equipment and Inventory, at such other
locations in the United States.

     

    (c)           Condition of
Equipment.  Each Grantor will maintain or cause the Equipment
(necessary or useful to its business) to be maintained and preserved in good
condition, repair and working order, ordinary wear and tear excepted, and will
forthwith, or in the case of any loss or damage to any Equipment of such
Guarantor within a commercially reasonable time after the occurrence thereof,
make or cause to be made all repairs, replacements and other improvements in
connection therewith which are necessary or desirable, consistent with past
practice, or which the Collateral Agent may request to such end.  Such
Grantor will promptly furnish to the Collateral Agent a statement describing in
reasonable detail any such loss or damage in excess of $100,000 to any
Equipment.

     

    (d)           Taxes,
Etc.  Each Grantor agrees to pay promptly when due all property
and other taxes, assessments and governmental charges or levies imposed upon,
and all claims (including claims for labor, materials and supplies) against,
Equipment that is necessary or useful for its business and Inventory, except to
the extent the validity thereof is being contested in good faith by proper
proceedings which stay the imposition of any penalty, fine or Lien resulting
from the non-payment thereof and with respect to which adequate reserves in
accordance with GAAP have been set aside for the payment thereof.

     

    (e)           Insurance.

     

    (i)           Each
Grantor will, at its own expense, maintain insurance (including, without
limitation, commercial general liability and property insurance) with respect to
the Equipment and Inventory in such amounts, against such risks, in such form
and with

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    responsible
and reputable insurance companies or associations as is required by any
governmental authority having jurisdiction with respect thereto or as is carried
generally in accordance with sound business practice by companies in similar
businesses similarly situated and in any event, in amount, adequacy and
scope
reasonably satisfactory to the Collateral Agent.  Each such policy for
liability insurance shall provide for all losses to be paid on behalf of the
Collateral Agent and such Grantor as their respective interests may appear, and
each policy for property damage insurance shall provide for all losses to be
adjusted with, and paid directly to, the Collateral Agent during the continuance
of an Event of Default.  Each such policy shall in addition (A) name
the Collateral Agent as an additional insured party thereunder (without any
representation or warranty by or obligation upon the Collateral Agent) as their
interests may appear, (B) contain an agreement by the insurer that any loss
thereunder shall be payable to the Collateral Agent on its own account
notwithstanding any action, inaction or breach of representation or warranty by
such Grantor, (C) provide that there shall be no recourse against the Collateral
Agent for payment of premiums or other amounts with respect thereto, and (D)
provide that at least 30 days' prior written notice of cancellation, lapse,
expiration or other adverse change shall be given to the Collateral Agent by the
insurer.  Such Grantor will, if so requested by the Collateral Agent,
deliver to the Collateral Agent original or duplicate policies of such insurance
and, as often as the Collateral Agent may reasonably request, a report of a
reputable insurance broker with respect to such insurance.  Such
Grantor will also, at the request of the Collateral Agent, execute and deliver
instruments of assignment of such insurance policies and cause the respective
insurers to acknowledge notice of such assignment.

     

    (ii)           Reimbursement
under any liability insurance maintained by a Grantor pursuant to this Section 5(e) may be
paid directly to the Person who shall have incurred liability covered by such
insurance.  In the case of any loss involving damage to Equipment or
Inventory, any proceeds of insurance maintained by a Grantor pursuant to this
Section 5(e)
shall be paid to the Collateral Agent, such Grantor will make or cause to be
made the necessary repairs to or replacements of such Equipment or Inventory,
and any proceeds of insurance maintained by such Grantor pursuant to this Section 5(e) shall be
paid by the Collateral Agent to such Grantor as reimbursement for the costs of
such repairs or replacements.

     

    (iii)           All
insurance payments in respect of such Equipment or Inventory shall be paid to
the Collateral Agent and applied as specified in Section 7(b) hereof
during the continuance of an Event of Default.

     

    (f)           Provisions Concerning the
Accounts and the Licenses.

     

    (i)           Each
Grantor will (A) give the Collateral Agent at least 30 days' prior written
notice of any change in such Grantor's name, identity or organizational
structure, (B) maintain its jurisdiction of incorporation as set forth in Section 4(b) hereto,
(C) promptly notify the Collateral Agent upon obtaining an organizational
identification number, if on the date hereof such Grantor did not have such
identification number, and (D) keep adequate records concerning the Accounts and
Chattel Paper and permit representatives of the Collateral Agent during normal
business hours on reasonable notice to such Grantor, to inspect and make
abstracts from such Records and Chattel Paper.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (ii)           Each
Grantor will, except as otherwise provided in this subsection (f), continue
to collect, at its own expense, all amounts due or to become due under the
Accounts.  In connection with such collections, such Grantor may take
such action as such Grantor may deem necessary or advisable to enforce
collection or performance of the Accounts; provided, however, that the
Collateral Agent shall have the right at any time, upon the occurrence and
during the continuance of an Event of Default, to notify the account debtors or
obligors under any Accounts of the assignment of such Accounts to the Collateral
Agent and to direct such account debtors or obligors to make payment of all
amounts due or to become due to such Grantor thereunder directly to the
Collateral Agent or its designated agent and, upon such notification and at the
expense of such Grantor and to the extent permitted by law, to enforce
collection of any such Accounts and to adjust, settle or compromise the amount
or payment thereof, in the same manner and to the same extent as such Grantor
might have done.  After receipt by a


    Grantor
of a notice from the Collateral Agent that the Collateral Agent has notified,
intends to notify, or has enforced or intends to enforce a Grantor's rights
against the account debtors or obligors under any Accounts as referred to in the
proviso to the immediately preceding sentence, if an Event of Default has
occurred and is continuing, (A) all amounts and proceeds (including
Instruments) received by such Grantor in respect of the Accounts shall be
received in trust for the benefit of the Collateral Agent hereunder, shall be
segregated from other funds of such Grantor and shall be forthwith paid over to
the Collateral Agent in the same form as so received (with any necessary
endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof,
and (B) such Grantor will not adjust, settle or compromise the amount or payment
of any Account or release wholly or partly any account debtor or obligor thereof
or allow any credit or discount thereon.  In addition, upon the
occurrence and during the continuance of an Event of Default, the Collateral
Agent may (in its sole and absolute discretion) direct any or all of the banks
and financial institutions with which such Grantor either maintains a Deposit
Account or a lockbox or deposits the proceeds of any Accounts to send
immediately to the Collateral Agent by wire transfer (to such account as the
Collateral Agent shall specify, or in such other manner as the Collateral Agent
shall direct) all or a portion of such securities, cash, investments and other
items held by such institution.  Any such securities, cash,
investments and other items so received by the Collateral Agent shall (in the
sole and absolute discretion of the Collateral Agent) be held as additional
Collateral for the Obligations or distributed in accordance with Section 7
hereof.

     

    (iii)           Upon
the occurrence and during the continuance of any breach or default under any
material License referred to in Schedule II hereto by
any party thereto other than a Grantor, the Grantor party thereto will, promptly
after obtaining knowledge thereof, give the Collateral Agent written notice of
the nature and duration thereof, specifying what action, if any, it has taken
and proposes to take with respect thereto and thereafter will take reasonable
steps to protect and preserve its rights and remedies in respect of such breach
or default, or will obtain or acquire an appropriate substitute
License.

     

    (iv)           Each
Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of
each notice or other communication received by it by which any other party to
any material License referred to in Schedule II hereto
purports to terminate its obligations thereunder, together with a copy of any
reply by such Grantor thereto.

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 
      	 
      	 
      


    

     

    (v)           Each
Grantor will use commercially reasonable efforts in performing and observing in
all respects all of its obligations under each material License and will take
all action reasonably necessary to maintain such Licenses in full force and
effect.  No Grantor will, without the prior written consent of the
Collateral Agent (which consent shall not be unreasonably withheld or delayed),
cancel, terminate, amend or otherwise modify in any respect, or waive any
provision of, any material License referred to in Schedule II
hereto.

     

    (g)           Transfers and Other
Liens.

     

    (i)           No
Grantor will sell, assign (by operation of law or otherwise), lease, license,
exchange or otherwise transfer or dispose of any of the Collateral, except (A)
Inventory in the ordinary course of business, (B) worn-out or obsolete assets
not necessary to the business, (C) leases, subleases, licenses or sublicenses of
property in the ordinary course of business and which do not materially
interfere with the value of such property, (D) transfers of property subject to
any condemnation or eminent domain (or deed in lieu thereof) upon receipt of the
casualty proceeds of such event, (E) dispositions in the ordinary course of
business consisting of the abandonment of intellectual property rights which, in
the reasonable good faith determination of such Grantor, are not material to the
conduct of the business of such Grantor, (F) dispositions of overdue
accounts receivable arising in the ordinary course of business, but only in
connection with the collection or compromise thereof; and (G), dispositions
of cash equivalent investments in the ordinary course of business; provided, however, that the
exceptions in clauses (E), (F) and (G) shall not apply during the continuance of
an Event of Default.

     

    (ii)           No
Grantor will create, suffer to exist or grant any Lien upon or with respect to
any Collateral other than a Permitted Lien.

     

    (h)           Intellectual
Property.

     

    (i)           If
applicable, each Grantor shall, upon the Collateral Agent's written request,
duly execute and deliver the applicable Assignment for Security in the form
attached hereto as Exhibit
A.  Each Grantor (either itself or through licensees) will, and
will cause each licensee thereof to, take all action necessary to maintain all
of the Intellectual Property in full force and effect, including, without
limitation, using the proper statutory notices and markings and using the
Trademarks on each applicable trademark class of goods in order to so maintain
the Trademarks in full force and free from any claim of abandonment for non-use,
and such Grantor will not (nor permit any licensee thereof to) do any act or
knowingly omit to do any act whereby any Intellectual Property may become
invalidated; provided, however, that so long
as no Event of Default has occurred and is continuing, such Grantor shall not
have an obligation to use or to maintain any Intellectual Property (A) that
relates solely to any product or work, that has been, or is in the process of
being, discontinued, abandoned or terminated, (B) that is being replaced with
Intellectual Property substantially similar to the Intellectual Property that
may be abandoned or otherwise become invalid, so long as the failure to use or
maintain such Intellectual Property does not materially adversely affect the
validity of such replacement Intellectual Property and so long as such
replacement Intellectual Property is subject to the Lien created by this
Agreement or (C) that is substantially the same as another Intellectual Property
that is in full force, so long the failure to use or maintain such Intellectual
Property does not materially adversely affect the validity of such replacement
Intellectual Property and so long as such other Intellectual Property is subject
to the

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Lien and
security interest created by this Agreement.  Each Grantor will cause
to be taken all necessary steps in any proceeding before the United States
Patent and Trademark Office and the United States Copyright Office or any
similar office or agency in any other country or political subdivision thereof
to maintain each registration of the Intellectual Property (other than the
Intellectual Property described in the proviso to the immediately preceding
sentence), including, without limitation, filing of renewals, affidavits of use,
affidavits of incontestability and opposition, interference and cancellation
proceedings and payment of maintenance fees, filing fees, taxes or other
governmental fees.  If any Intellectual Property (other than
Intellectual Property described in the proviso to the first sentence of
subsection (i) of this clause (h)) is infringed, misappropriated, diluted or
otherwise violated in any material respect by a third party, such Grantor shall
(x) upon learning of such infringement, misappropriation, dilution or other
violation, promptly notify the Collateral Agent and (y) to the extent such
Grantor shall deem appropriate under the circumstances, promptly sue for
infringement, misappropriation, dilution or other violation, seek injunctive
relief where appropriate and recover any and all damages for such infringement,
misappropriation, dilution or other violation, or take such other actions as
such Grantor shall deem appropriate under the circumstances to protect such
Intellectual Property.  Each Grantor shall furnish to the Collateral
Agent from time to time upon its request statements and schedules further
identifying and describing the Intellectual Property and Licenses and such other
reports in connection with the Intellectual Property and Licenses as the
Collateral Agent may reasonably request, all in reasonable detail and promptly
upon request of the Collateral Agent, following receipt by the Collateral Agent
of any such statements, schedules or reports, such Grantor shall modify this
Agreement by amending Schedule II hereto,
as the case may be, to include any Intellectual Property and License, as the
case may be, which becomes part of the Collateral under this Agreement and shall
execute and authenticate such documents and do such acts as shall be necessary
or, in the judgment of the Collateral Agent, desirable to subject such
Intellectual
Property and Licenses to the Lien and security interest created by this
Agreement.  Notwithstanding anything herein to the contrary, upon the
occurrence and during the continuance of an Event of Default, such Grantor may
not abandon or otherwise permit any Intellectual Property to become invalid
without the prior written consent of the Collateral Agent, and if any
Intellectual Property is infringed, misappropriated, diluted or otherwise
violated in any material respect by a third party, such Grantor will take such
action as the Collateral Agent shall deem appropriate under the circumstances to
protect such Intellectual Property.

     

    (ii)           In
no event shall a Grantor, either itself or through any agent, employee, licensee
or designee, file an application for the registration of any Trademark or
Copyright or the issuance of any Patent with the United States Patent and
Trademark Office or the United States Copyright Office, as applicable, or in any
similar office or agency of the United States or any country or any political
subdivision thereof unless it gives the Collateral Agent prior written notice
thereof.  Upon request of the Collateral Agent, each Grantor shall
execute, authenticate and deliver any and all assignments, agreements,
instruments, documents and papers as the Collateral Agent may reasonably request
to evidence the Collateral Agent's security interest hereunder in such
Intellectual Property and the General Intangibles of such Grantor relating
thereto or represented thereby, and such Grantor hereby appoints the Collateral
Agent its attorney-in-fact to execute and/or authenticate and file all such
writings for the foregoing purposes, all acts of such attorney being hereby
ratified and confirmed, and such power (being coupled with an interest) shall be
irrevocable until the indefeasible payment in full in cash of all of the
Obligations in full and the termination of each of the Transaction
Documents.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (i)           Deposit, Commodities and
Securities Accounts.  Upon the Collateral Agent's written
request each Grantor shall use commercially reasonable efforts to cause each
bank and other financial institution with an account referred to in Schedule IV hereto to
execute and deliver to the Collateral Agent a control agreement, in form and
substance reasonably satisfactory to the Collateral Agent, duly executed by such
Grantor and such bank or financial institution, or enter into other arrangements
in form and substance satisfactory to the Collateral Agent, pursuant to which
such institution shall irrevocably agree, inter alia, that
(i) it will comply at any time with the instructions originated by the
Collateral Agent to such bank or financial institution directing the disposition
of cash, Commodity Contracts, securities, Investment Property and other items
from time to time credited to such account, without further consent of such
Grantor, which instructions the Collateral Agent will not give to such bank or
other financial institution in the absence of a continuing Event of Default,
(ii) all cash, Commodity Contracts, securities, Investment Property and
other items of such Grantor deposited with such institution shall be subject to
a perfected, first priority security interest in favor of the Collateral Agent,
(iii) any right of set off, banker's Lien or other similar Lien, security
interest or encumbrance shall be fully waived as against the Collateral Agent,
and (iv) upon receipt of written notice from the Collateral Agent during
the continuance of an Event of Default, such bank or financial institution shall
immediately send to the Collateral Agent by wire transfer (to such account as
the Collateral Agent shall specify, or in such other manner as the Collateral
Agent shall direct) all such cash, the value of any Commodity Contracts,
securities, Investment Property and other items held by it.  Without
the prior written consent of the Collateral Agent, such Grantor shall not make
or maintain any Deposit Account, Commodity Account or Securities Account except
for the accounts set forth in Schedule IV
hereto.  The provisions of this paragraph 5(i) shall not apply to (i)
Deposit Accounts for which the Collateral Agent is the depositary and (ii)
Deposit Accounts specially and exclusively used for payroll, payroll taxes and
other employee wage and benefit payments to or for the benefit of a Grantor's
salaried employees.

     

    (j)           Motor
Vehicles.

     

    (i)           Upon
the Collateral Agent's written request, each Grantor shall deliver to the
Collateral Agent originals of the certificates of title or ownership for all
motor vehicles with a fair market value in excess of $10,000 owned by it with
the Collateral Agent listed as lienholder, for the benefit of the
Holders.


    (ii)           Each
Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective
the date hereof and terminating upon the termination of this Agreement, for the
purpose of (A) executing on behalf of such Grantor title or ownership
applications for filing with appropriate state agencies to enable motor vehicles
now owned or hereafter acquired by such Grantor to be retitled and the
Collateral Agent listed as lienholder thereof, (B) filing such applications with
such state agencies, and (C) executing such other documents and instruments on
behalf of, and taking such other action in the name of, such Grantor as the
Collateral Agent may deem necessary or advisable to accomplish the purposes
hereof (including, without limitation, for the purpose of creating in favor of
the Collateral Agent a perfected Lien on the motor vehicles and exercising the
rights and remedies of the Collateral Agent hereunder).  This
appointment as attorney-in-fact is coupled with an interest and is irrevocable
until all of the Obligations are indefeasibly paid in full in cash and after all
Transaction Documents have been

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    terminated.  Collateral
Agent agrees to exercise this appointment as attorney-in-fact only upon the
occurrence and during the continuance of an Event of Default.

     

    (iii)           Any
certificates of title or ownership delivered pursuant to the terms hereof shall
be accompanied by odometer statements for each motor vehicle covered
thereby.

     

    (iv)           So
long as no Event of Default shall have occurred and be continuing, upon the
request of such Grantor, the Collateral Agent shall execute and deliver to such
Grantor such instruments as such Grantor shall reasonably request to remove the
notation of the Collateral Agent as lienholder on any certificate of title for
any motor vehicle; provided, however, that any
such instruments shall be delivered, and the release effective, only upon
receipt by the Collateral Agent of a certificate from such Grantor stating that
such motor vehicle is to be sold or has suffered a casualty loss (with title
thereto passing to the casualty insurance company therefor in settlement of the
claim for such loss) and the amount that such Grantor will receive as sale
proceeds or insurance proceeds.  During the continuance of an Event of
Default, any proceeds of such sale or casualty loss shall be paid to the
Collateral Agent hereunder immediately upon receipt, to be applied to the
Obligations then outstanding.

     

    (k)           Control.  Each
Grantor hereby agrees to take any or all action that may be necessary or
desirable or that the Collateral Agent may reasonably request in order for the
Collateral Agent to obtain control in accordance with Sections 9-105 – 9-107 of
the UCC with respect to the following Collateral:  (i) Electronic
Chattel Paper, (ii) Investment Property, and (iii) Letter-of-Credit
Rights.

     

    (l)           Inspection and
Reporting.  Each Grantor shall permit the Collateral Agent, or
any agent or representatives thereof or such professionals or other Persons as
the Collateral Agent may designate, not more than once a year in the absence of
an Event of Default, (i) to examine and make copies of and abstracts from
such Grantor's records and books of account, (ii) to visit and inspect its
properties, (iii) to verify materials, leases, Instruments, Accounts,
Inventory and other assets of such Grantor from time to time, (iii) to
conduct audits, physical counts, appraisals and/or valuations, examinations at
the locations of such Grantor.  Each Grantor shall also permit the
Collateral Agent, or any agent or representatives thereof or such professionals
or other Persons as the Collateral Agent may designate to discuss such Grantor's
affairs, finances and accounts with any of its directors, officers, managerial
employees, independent accountants or any of its other
representatives.

     

    (m)           Future
Subsidiaries.  If any Grantor shall hereafter create or acquire
any Subsidiary, simultaneously with the creation of acquisition of such
Subsidiary, such Grantor shall cause such Subsidiary to become a party to the
Amended and Restated Guaranty as an additional "Guarantor" thereunder and to
this Agreement as an additional "Grantor" hereunder, and to duly execute and/or
deliver such opinions of counsel and other
documents, in form and substance acceptable to the Collateral Agent, as the
Collateral Agent shall reasonably request with respect thereto.

     

    (n)           Agricultural
Products.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (i)           To
the extent that any Grantor is subject to PACA, such Grantor shall pay, not
later than seven (7) Business Days prior to the date required for payment
therein, the amount of any outstanding invoices for the purchase of perishable
agricultural commodities (as defined in PACA) which is required to be paid
within thirty (30) days of such Grantor's acceptance of such commodities unless
such Grantor has obtained from the Farm Products Seller of such commodities a
waiver of its rights under PACA in form and substance acceptable to the
Collateral Agent; provided, however, that in the
event that any such invoice requires payment upon delivery, payment shall be
made on the date of delivery unless such Grantor and seller have agreed to
different payment terms in writing.  Each Grantor shall at all times
comply with all existing and future Food Security Act Notices during their
periods of effectiveness under the Food Security Act, including, without
limitation, directions to make payments to the Farm Products Seller by issuing
payment instruments directly to the secured party with respect to any assets of
the Farm Products Seller or jointly paying to the Farm Products Seller and any
secured party with respect to the assets of such Farm Products Seller, as
specified in the Food Security Act Notice, so as to terminate or release the
Lien in any farm products maintained by such Farm Products Seller or any secured
party with respect to the assets of such Farm Products Seller under the Food
Security Act.

     

    (ii)           Each
Grantor shall take all other actions as may be reasonably required, if any, to
ensure that any perishable agricultural commodity (in whatever form) or other
Farm Products are purchased free and clear of any Lien in favor of any Farm
Products Seller or any secured party with respect to the assets of any Farm
Products Seller, including, without limitation, registration with all states
which have established central filing systems as contemplated under the Food
Security Act.

     

    (iii)           Each
Grantor shall notify the Collateral Agent promptly and in any event in writing
within three (3) Business Days after receipt by such Grantor of any Food
Security Act Notice or amendment to a previous Food Security Act Notice and
including any notice from any Farm Products Seller of the intention of such Farm
Products Seller to preserve the benefits of any trust applicable to any assets
of any Grantor established in favor of such Farm Products Seller or other Person
under the provisions of PACA or any local law, and within such three (3)
Business Days, such Grantor shall provide the Collateral Agent with a true,
correct and complete copy of such Food Security Act Notice or amendment or other
notice, as the case may be, and including any master lists of effective
financing statements delivered to any Grantor pursuant to the Food Security
Act.  Grantors shall, upon the Collateral Agent's request, at any time
and from time to time, furnish the Collateral Agent with a true, correct and
complete list of Persons from whom any Grantor purchases any perishable
agricultural commodity or other Farm Products and the outstanding amounts owed
by Grantors to such Person.

     

    (iv)           In
the event any Grantor receives a Food Security Act Notice, such Grantor shall
pay the related invoice within one (1) Business Day of receipt of such Food
Security Act Notice and notify the Collateral Agent of such receipt; provided, however, that such
invoice may remain unpaid if, and only so long as (i) appropriate legal or
administrative action has been commenced in good faith and is being diligently
pursued or defended by such Grantor, (ii) the ability of the vendor to pursue
any claims or enforce any Liens or trusts provided under PACA has been stayed or
otherwise legally prohibited during the pendency of such action, and (iii) such
Grantor shall promptly pay or discharge such contested invoice and all
additional

     

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

     

    


    charges,
interest, penalties and expenses, if any, and shall deliver to the Collateral
Agent evidence reasonably acceptable to the Collateral Agent of such payment, if
such contest is terminated or discontinued adversely to such Grantor or the
conditions set forth in Section 5(n)(iii) are
no longer met.

     

    SECTION
6.                                Additional Provisions
Concerning the Collateral.

     

    (a)           Each
Grantor hereby (i) authorizes the Collateral Agent to file one or more UCC
financing or continuation statements, and amendments thereto, relating to the
Collateral and (ii) ratifies such authorization to the extent that the
Collateral Agent has filed any such financing or continuation statements, or
amendments thereto, prior to the date hereof.  A photocopy or other
reproduction of this Agreement or any financing statement covering the
Collateral or any part thereof shall be sufficient as a financing statement
where permitted by law.

     

    (b)           Each
Grantor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact
and proxy, with full authority in the place and stead of such Grantor and in the
name of such Grantor or otherwise, from time to time in the Collateral Agent's
reasonable discretion, so long as an Event of Default shall have occurred and is
continuing, to take any action and to execute any instrument which the
Collateral Agent may deem necessary or advisable to accomplish the purposes of
this Agreement (subject to the rights of such Grantor under Section 5 hereof),
including, without limitation, (i) to obtain and adjust insurance required to be
paid to the Collateral Agent pursuant to Section 5(e) hereof,
(ii) to ask, demand, collect, sue for, recover, compound, receive and give
acquittance and receipts for moneys due and to become due under or in respect of
any Collateral, (iii) to receive, endorse, and collect any drafts or other
instruments, documents and chattel paper in connection with clause (i) or (ii)
above, (iv) to file any claims or take any action or institute any proceedings
which the Collateral Agent may deem necessary or desirable for the collection of
any Collateral or otherwise to enforce the rights of the Collateral Agent and
the Holders with respect to any Collateral, and (v) to execute assignments,
licenses and other documents to enforce the rights of the Collateral Agent and
the Holders with respect to any Collateral.  This power is coupled
with an interest and is irrevocable until all of the Obligations are
indefeasibly paid in full in cash.

     

    (c)           For
the purpose of enabling the Collateral Agent to exercise rights and remedies
hereunder, at such time as the Collateral Agent shall be lawfully entitled to
exercise such rights and remedies during the continuance of an Event of Default,
and for no other purpose, each Grantor hereby grants to the Collateral Agent, to
the extent assignable, an irrevocable, non-exclusive license (exercisable
without payment of royalty or other compensation to such Grantor) to use,
assign, license or sublicense any Intellectual Property now owned or hereafter
acquired by such Grantor, wherever the same may be located, including in such
license reasonable access to all media in which any of the licensed items may be
recorded or stored and to all computer programs used for the compilation or
printout thereof.  Notwithstanding anything contained herein to the
contrary, but subject to the provisions of the Securities Purchase Agreement
that limit the right of such Grantor to dispose of its property and Section 5(h) hereof,
so long as no Event of Default shall have occurred and be continuing, such
Grantor may exploit, use, enjoy, protect, license, sublicense, assign, sell,
dispose of or take other actions with respect to the Intellectual Property in
the ordinary course of its business.  In furtherance of the foregoing,
unless an Event of Default shall have occurred and be continuing,

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    the
Collateral Agent shall from time to time, upon the request of a Grantor, execute
and deliver any instruments, certificates or other documents, in the form so
requested, which such Grantor shall have certified are
appropriate (in such Grantor's judgment) to allow it to take any action
permitted above (including relinquishment of the license provided pursuant to
this clause (c) as to any Intellectual Property).  Further, upon the
indefeasible payment in full in cash of all of the Obligations, the Collateral
Agent (subject to Section 10(e) hereof)
shall release and reassign to such Grantor all of the Collateral Agent's right,
title and interest in and to the Intellectual Property, and the Licenses, all
without recourse, representation or warranty whatsoever.  The exercise
of rights and remedies hereunder by the Collateral Agent shall not terminate the
rights of the holders of any licenses or sublicenses theretofore granted by such
Grantor in accordance with the second sentence of this clause
(c).  Each Grantor hereby releases the Collateral Agent from any
claims, causes of action and demands at any time arising out of or with respect
to any actions taken or omitted to be taken by the Collateral Agent under the
powers of attorney granted herein other than actions taken or omitted to be
taken through the Collateral Agent's gross negligence or willful misconduct, as
determined by a final determination of a court of competent
jurisdiction.

     

    (d)           If
a Grantor fails to perform any agreement contained herein and an Event of
Default is then continuing, the Collateral Agent may itself perform, or cause
performance of, such agreement or obligation, in the name of such Grantor or the
Collateral Agent, and the expenses of the Collateral Agent incurred in
connection therewith shall be payable by such Grantor pursuant to Section 8 hereof and
shall be secured by the Collateral.

     

    (e)           The
powers conferred on the Collateral Agent hereunder are solely to protect its
interest in the Collateral and shall not impose any duty upon it to exercise any
such powers.  Except for the safe custody of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the
Collateral Agent shall have no duty as to any Collateral or as to the taking of
any necessary steps to preserve rights against prior parties or any other rights
pertaining to any Collateral.

     

    (f)           Anything
herein to the contrary notwithstanding (i) each Grantor shall remain liable
under the Licenses and otherwise with respect to any of the Collateral to the
extent set forth therein to perform all of its obligations thereunder to the
same extent as if this Agreement had not been executed, (ii) the exercise
by the Collateral Agent of any of its rights hereunder shall not release such
Grantor from any of its obligations under the Licenses or otherwise in respect
of the Collateral, and (iii) the Collateral Agent shall not have any
obligation or liability by reason of this Agreement under the Licenses or with
respect to any of the other Collateral, nor shall the Collateral Agent be
obligated to perform any of the obligations or duties of such Grantor thereunder
or to take any action to collect or enforce any claim for payment assigned
hereunder.

     

    SECTION
7.                                Remedies Upon Event of
Default.  If any Event of Default shall have occurred and be
continuing:

     

    (a)           The
Collateral Agent may exercise in respect of the Collateral, in addition to any
other rights and remedies provided for herein or otherwise available to it, all
of the rights and remedies of a secured party upon default under the UCC
(whether or not the UCC applies to

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    the
affected Collateral), and also may (i) take absolute control of the
Collateral, including, without limitation, transfer into the Collateral Agent's
name or into the name of its nominee or nominees (to the extent the Collateral
Agent has not theretofore done so) and thereafter receive, for the benefit of
the Collateral Agent, all payments made thereon, give all consents, waivers and
ratifications in respect thereof and otherwise act with respect thereto as
though it were the outright owner thereof, (ii) require each Grantor to,
and each Grantor hereby agrees that it will at its expense and upon request of
the Collateral Agent forthwith, assemble all or part of its respective
Collateral as directed by the Collateral Agent and make it available to the
Collateral Agent at a place or places to be designated by the Collateral Agent
that is reasonably convenient to both parties, and the Collateral Agent may
enter into and occupy any premises owned or leased by such Grantor where the
Collateral or any part thereof is located or assembled
for a reasonable period in order to effectuate the Collateral Agent's rights and
remedies hereunder or under law, without obligation to such Grantor in respect
of such occupation, and (iii) without notice except as specified below and
without any obligation to prepare or process the Collateral for sale,
(A) sell the Collateral or any part thereof in one or more parcels at
public or private sale, at any of the Collateral Agent's offices or elsewhere,
for cash, on credit or for future delivery, and at such price or prices and upon
such other terms as the Collateral Agent may deem commercially reasonable and/or
(B) lease, license or dispose of the Collateral or any part thereof upon
such terms as the Collateral Agent may deem commercially
reasonable.  Each Grantor agrees that, to the extent notice of sale or
any other disposition of its respective Collateral shall be required by law, at
least ten (10) days' notice to such Grantor of the time and place of any public
sale or the time after which any private sale or other disposition of its
respective Collateral is to be made shall constitute reasonable
notification.  The Collateral Agent shall not be obligated to make any
sale or other disposition of any Collateral regardless of notice of sale having
been given.  The Collateral Agent may adjourn any public or private
sale from time to time by announcement at the time and place fixed therefor, and
such sale may, without further notice, be made at the time and place to which it
was so adjourned.  Each Grantor hereby waives any claims against the
Collateral Agent and the Holders arising by reason of the fact that the price at
which its respective Collateral may have been sold at a private sale was less
than the price which might have been obtained at a public sale or was less than
the aggregate amount of the Obligations, even if the Collateral Agent accepts
the first offer received and does not offer such Collateral to more than one
offeree, and waives all rights that such Grantor may have to require that all or
any part of such Collateral be marshalled upon any sale (public or private)
thereof.  Each Grantor hereby acknowledges that (i) any such sale
of its respective Collateral by the Collateral Agent shall be made without
warranty, (ii) the Collateral Agent may specifically disclaim any
warranties of title, possession, quiet enjoyment or the like, and
(iii) such actions set forth in clauses (i) and (ii) above shall not
adversely effect the commercial reasonableness of any such sale of
Collateral.  In addition to the foregoing, (1) upon written
notice to any Grantor from the Collateral Agent, such Grantor shall cease any
use of the Intellectual Property or any trademark, patent or copyright similar
thereto for any purpose described in such notice; (2) the Collateral Agent may,
at any time and from time to time, upon 10 days' prior notice to such Grantor,
license, whether general, special or otherwise, and whether on an exclusive or
non-exclusive basis, any of the Intellectual Property, throughout the universe
for such term or terms, on such conditions, and in such manner, as the
Collateral Agent shall in its sole discretion determine; and (3) the Collateral
Agent may, at any time, pursuant to the authority granted in Section 6 hereof
(such authority being effective upon the occurrence and during the
continuance

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    of an
Event of Default), execute and deliver on behalf of such Grantor, one or more
instruments of assignment of the Intellectual Property (or any application or
registration thereof), in form suitable for filing, recording or registration in
any country.

     

    (b)           Any
cash held by the Collateral Agent as Collateral and all Cash Proceeds received
by the Collateral Agent in respect of any sale of or collection from, or other
realization upon, all or any part of the Collateral may, in the discretion of
the Collateral Agent, be held by the Collateral Agent as collateral for, and/or
then or at any time thereafter applied (after payment of any amounts payable to
the Collateral Agent pursuant to Section 8 hereof) in
whole or in part by the Collateral Agent: first, to the payment of all
costs and expenses of such sale, collection or other realization, including
reasonable compensation to the Collateral Agent and its agents and counsel, and
all other expenses, liabilities and advances made or incurred by the Collateral
Agent in connection therewith, and all amounts for which the Collateral Agent is
entitled to indemnification hereunder (in its capacity as the Collateral Agent
and not as a lender) and all advances made by the Collateral Agent hereunder for
the account of the applicable Grantor, and to the payment of all costs and
expenses paid or incurred by the Collateral Agent in connection with the
exercise of any right or remedy hereunder or under the Transaction Documents,
all in accordance with the terms hereof or thereof; second, to all amounts due
and payable under the Amended and Restated Notes; and third, to all amounts due and
payable under the Series B Notes.  Any surplus of such cash or
Cash
Proceeds held by the Collateral Agent and remaining after the indefeasible
payment in full in cash of all of the Obligations shall be paid over to
whomsoever shall be lawfully entitled to receive the same or as a court of
competent jurisdiction shall direct.

     

    (c)           In
the event that the proceeds of any such sale, collection or realization are
insufficient to pay all amounts to which the Collateral Agent and the Holders
are legally entitled, such each shall be liable for the deficiency, together
with interest thereon at the highest rate specified in any of the applicable
Transaction Documents for interest on overdue principal thereof or such other
rate as shall be fixed by applicable law, together with the costs of collection
and the reasonable fees, costs, expenses and other client charges of any
attorneys employed by the Collateral Agent to collect such
deficiency.

     

    (d)           Each
Grantor hereby acknowledges that if the Collateral Agent complies with any
applicable state, provincial, or federal law requirements in connection with a
disposition of the Collateral, such compliance will not adversely affect the
commercial reasonableness of any sale or other disposition of the
Collateral.

     

    (e)           The
Collateral Agent shall not be required to marshal any present or future
collateral security (including, but not limited to, this Agreement and the
Collateral) for, or other assurances of payment of, the Obligations or any of
them or to resort to such collateral security or other assurances of payment in
any particular order, and all of the Collateral Agent's rights hereunder and in
respect of such collateral security and other assurances of payment shall be
cumulative and in addition to all other rights, however existing or
arising.  To the extent that each Grantor lawfully may, such Grantor
hereby agrees that it will not invoke any law relating to the marshalling of
collateral which might cause delay in or impede the enforcement of the
Collateral Agent's rights under this Agreement or under any other instrument
creating or evidencing any of the Obligations or under which any of the
Obligations is outstanding or by

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    which any
of the Obligations is secured or payment thereof is otherwise assured, and, to
the extent that it lawfully may, such Grantor hereby irrevocably waives the
benefits of all such laws.

     

    SECTION
8.                                Indemnity and
Expenses.

     

    (a)           Each
Grantor agrees, jointly and severally, to defend, protect, indemnify and hold
the Collateral Agent and each of the Holders, jointly and severally, harmless
from and against any and all claims, damages, losses, liabilities, obligations,
penalties, fees, costs and expenses (including, without limitation, reasonable
legal fees, costs, expenses, and disbursements of such Person's counsel) to the
extent that they arise out of or otherwise result from this Agreement
(including, without limitation, enforcement of this Agreement), except claims,
losses or liabilities resulting solely and directly from such Person's gross
negligence or willful misconduct, as determined by a final judgment of a court
of competent jurisdiction.

     

    (b)           Each
Grantor agrees, jointly and severally, to upon demand pay to the Collateral
Agent the amount of any and all reasonable and out-of-pocket costs and expenses,
including the reasonable fees, costs, expenses and disbursements of counsel for
the Collateral Agent and of any experts and agents (including, without
limitation, any collateral trustee which may act as agent of the Collateral
Agent), which the Collateral Agent may incur in connection with (i) the
preparation, negotiation, execution, delivery, recordation, administration,
amendment, waiver or other modification or termination of this Agreement,
(ii) the custody, preservation, use or operation of, or the sale of,
collection from, or other realization upon, any Collateral, (iii) the
exercise or enforcement of any of the rights of the Collateral Agent hereunder,
or (iv) to the extent that Collateral Agent is authorized
under this Agreement to perform or observe any such provision on behalf of a
Grantor, the failure by any Grantor to perform or observe any of the provisions
hereof.

     

    SECTION
9.                                Notices,
Etc.  All notices and other communications provided for
hereunder shall be in writing and shall be mailed (by certified mail, postage
prepaid and return receipt requested), telecopied or delivered, if to a Grantor
at its address specified below and if to the Collateral Agent to it, at its
address specified below; or as to any such Person, at such other address as
shall be designated by such Person in a written notice to such other Person
complying as to delivery with the terms of this Section
9.  All such notices and other communications shall be
effective (a) if sent by certified mail, return receipt requested, when
received or three days after deposited in the mails, whichever occurs first,
(b) if telecopied, when transmitted (during normal business hours) and
confirmation is received, otherwise, the day after the notice was transmitted if
confirmation is received, or (c) if delivered, upon delivery.

     

    SECTION
10.                                Miscellaneous.

     

    (a)           No
amendment of any provision of this Agreement shall be effective unless it is in
writing and signed by each Grantor and the Collateral Agent, and no waiver of
any provision of this Agreement, and no consent to any departure by a Grantor
therefrom, shall be effective unless it is in writing and signed by the
Collateral Agent, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b)           No
failure on the part of the Collateral Agent to exercise, and no delay in
exercising, any right hereunder or under any of the other Transaction Documents
shall operate as a waiver thereof; nor shall any single or partial exercise of
any such right preclude any other or further exercise thereof or the exercise of
any other right.  The rights and remedies of the Collateral Agent or
any Holder provided herein and in the other Transaction Documents are cumulative
and are in addition to, and not exclusive of, any rights or remedies provided by
law.  The rights of the Collateral Agent or any Holder under any of
the other Transaction Documents against any party thereto are not conditional or
contingent on any attempt by such Person to exercise any of its rights under any
of the other Transaction Documents against such party or against any other
Person, including but not limited to, any Grantor.

     

    (c)           Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions
hereof or thereof or affecting the validity or enforceability of such provision
in any other jurisdiction.

     

    (d)           This
Agreement shall create a continuing security interest in the Collateral and
shall (i) remain in full force and effect until the indefeasible payment in full
in cash of the Obligations, and (ii) be binding on each Grantor and all other
Persons who become bound as debtor to this Agreement in accordance with Section
9-203(d) of the UCC and shall inure, together with all rights and remedies of
the Collateral Agent and the Holders hereunder, to the benefit of the Collateral
Agent and the Holders and their respective permitted successors, transferees and
assigns.  Without limiting the generality of clause (ii) of the
immediately preceding sentence, without notice to any Grantor, the Collateral
Agent and the Holders may assign or otherwise transfer their rights and
obligations under this Agreement and any of the other Transaction Documents, to
any other Person and such other Person shall thereupon become vested with all of
the benefits in respect thereof granted to the Collateral Agent and the Holders
herein or otherwise.  Upon any such assignment or transfer, all
references in this Agreement to the Collateral Agent or any such Holder shall
mean the assignee of the Collateral Agent or such Holder.  None of the
rights or obligations of any Grantor hereunder may be assigned or otherwise
transferred without the prior written


    consent
of the Collateral Agent, and any such assignment or transfer without the consent
of the Collateral Agent shall be null and void.

     

    (e)           Upon
the indefeasible payment in full in cash of the Obligations, (i) this Agreement
and the security interests created hereby shall terminate and all rights to the
Collateral shall revert to the respective Grantor that granted such security
interests hereunder, and (ii) the Collateral Agent will, upon such Grantor's
request and at such Grantor's expense, (A) return to such Grantor such of the
Collateral as shall not have been sold or otherwise disposed of or applied
pursuant to the terms hereof, and (B) execute and deliver to such Grantor such
documents as such Grantor shall reasonably request to evidence such termination,
all without any representation, warranty or recourse whatsoever.

     

    (f)           THIS
AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW
AND EXCEPT TO THE EXTENT THAT THE VALIDITY AND PERFECTION OR THE PERFECTION AND
THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE SECURITY INTEREST

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    CREATED
HEREBY, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE
GOVERNED BY THE LAW OF A JURISDICTION OTHER THAN THE STATE OF NEW
YORK.

     

    (g)           ANY
LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENT
RELATED THERETO MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE
COUNTY OF NEW YORK OR THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF
NEW YORK, AND APPELLATE COURTS THEREOF, AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH GRANTOR HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS.  EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING, WITHOUT LIMITATION,
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION, SUIT OR PROCEEDING
IN SUCH RESPECTIVE JURISDICTIONS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

     

    (h)           EACH
GRANTOR AND (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS AGREEMENT) THE COLLATERAL
AGENT WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF
THE OTHER TRANSACTION DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
VERBAL OR WRITTEN STATEMENT OR OTHER ACTION OF THE PARTIES HERETO.

     

    (i)           Each
Grantor irrevocably consents to the service of process of any of the aforesaid
courts in any such action, suit or proceeding by the mailing of copies thereof
by registered or certified mail (or any substantially similar form of mail),
postage prepaid, to such Grantor at its address provided herein, such service to
become effective 10 days after such mailing.


    (j)           Nothing
contained herein shall affect the right of the Collateral Agent to serve process
in any other manner permitted by law or commence legal proceedings or otherwise
proceed against any Grantor or any property of such Grantor in any other
jurisdiction.

     

    (k)           Each
Grantor irrevocably and unconditionally waives any right it may have to claim or
recover in any legal action, suit or proceeding referred to in this Section any
special, exemplary, punitive or consequential damages.

     

    (l)           Section
headings herein are included for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


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

     

    (n)           This
Agreement shall not become effective unless and until the "Waiver Effective
Date" (as defined in the Release Agreements) shall have occurred.

     

    [REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]

     

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and
delivered by its officer thereunto duly authorized, as of the date first above
written.

     

    
      	 
      	
              Earth
      Biofuels, Inc.

              By:     /s/ Dennis G. McLaughlin,
      III                                                           

              Name:
      Dennis G. McLaughlin, III

              Title:
      Chief Executive Officer

               

            
	 
      	
              Earth
      Biofuels Technology Co., LLC

              By:   /s/ Dennis G. McLaughlin,
      III          

              Name:
      Dennis G. McLaughlin, III

              Title:
      CEO of Member, Earth Biofuels, Inc.

               

            
	 
      	
              The
      Wing Sail Company

              d/b/a
      Earth Biofuels Distribution Company

              By:    
      /s/ Dennis G. McLaughlin,
      III          

              Name:
      Dennis G. McLaughlin, III

              Title:
      Chief Executive Officer

               

            
	 
      	
              Earth
      Biofuels of Cordele, LLC

              By:   /s/ Dennis G. McLaughlin,
      III          

              Name:
      Dennis G. McLaughlin, III

              Title:
      Chief Executive Officer

               

            
	 
      	
              B20
      Customs, LLC

              By:  
      /s/ Dennis G. McLaughlin,
      III          

              Name:
      Dennis G. McLaughlin, III

              Title:
      CEO of Member, Earth Biofuels, Inc.

               

            
	 
      	
              Earth
      Biofuels Operating, Inc.

              By:   /s/ Dennis G. McLaughlin,
      III          

              Name:
      Dennis G. McLaughlin, III

              Title:
      Chief Executive Officer

               

            
	 
      	
              Earth
      Biofuels Retail Fuel Company, LLC

              By:  
      /s/ Dennis G. McLaughlin,
      III          

              Name:
      Dennis G. McLaughlin, III

              Title:
      CEO of Member, Earth Biofuels, Inc.

               

            
	 
      	
              Earth
      Ethanol, Inc.

              By:  
      /s/ Dennis G. McLaughlin,
      III          

              Name:
      Dennis G. McLaughlin, III

              Title:
      Chief Executive Officer

               

            
	 
      	
              Durant
      Biofuels, LLC

              By:   /s/ Dennis G. McLaughlin,
      III          

              Name:
      Dennis G. McLaughlin, III

              Title:
      Chief Executive Officer

               

            
	 
      	
              Earth
      Ethanol of Washington L.L.C.

              By:  
      /s/ Dennis G. McLaughlin,
      III          

              Name:
      Dennis G. McLaughlin, III

              Title:
      Chief Executive Officer

               

            


    

    


    
      	 
      	
              PLEDGE
      AND SECURITY AGREEMENT

            	 
      


    

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    ACCEPTED
BY:

     

    Castlerigg
Master Investments Ltd.,

    as
Collateral Agent

    


    By:  Sandell
Asset Management Corp

    


     

    By:  /s/ Patrick T.
Burke                                                                          

    Name:    Patrick
T.
Burke                                                                

    Title:      Senior
Managing
Director                                                              

    


    


    


    


    
      	 
      	
              PLEDGE
      AND SECURITY AGREEMENT

            	 
      


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SCHEDULE
I

     

    


     

    LEGAL
NAMES; ORGANIZATIONAL IDENTIFICATION NUMBERS; STATES OR JURISDICTION OF
ORGANIZATION

     

    


     

    
      	
               

              Company
      Names & D/B/As

            	
               

              State
      of Organization

            	
               

              Federal
      Employer I.D.

            	
               

              Organizational
      I.D.

            
	
              Earth
      Biofuels, Inc.

            	
              Delaware

            	
              [REDACTED]

            	
              4058697

            
	
              Earth
      Biofuels Operating, Inc.

            	
              Mississippi

            	
              [REDACTED]

            	
              877310

            
	
              Earth
      Ethanol, Inc.

            	
              Delaware

            	
              [REDACTED]

            	
              4203063

            
	
              Earth
      Biofuels of Cordele, LLC

            	
              Georgia

            	
              [REDACTED]

            	
              0641909

            
	
              B20
      Customs, LLC

            	
              Texas

            	
              [REDACTED]

            	
              0800575199

            
	
              Earth
      Biofuels Technology Company, LLC d/b/a Advanced Biofuels Technology,
      LLC

            	
              Texas

            	
              [REDACTED]

            	
              800619771

            
	
              Durant
      Biofuels, LLC

            	
              Oklahoma

            	
              [REDACTED]

            	
              3512082168

            
	
              Earth
      Biofuels Distribution Company

            	
              Texas

            	
              [REDACTED]

            	
              080051437

            
	
              Earth
      Ethanol of Washington L.L.C

            	
              Delaware

            	
              [REDACTED]

            	
              4271373

            
	
              Earth
      LNG, Inc.

            	
              Texas

            	
              [REDACTED]

            	
              0800574586

            
	
              Earth
      Biofuels Retail Fuel Company, LLC

            	
              Texas

            	
              [REDACTED]

            	
              0800800280

            


    

    


    


    


    
      	 
      	
              Sched.
      I-

            	 
      


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    SCHEDULE
II

     

    


     

    INTELLECTUAL
PROPERTY AND LICENSES

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    Trademarks

     

    
      	
               

              Company

            	
               

              Country

            	
               

              Trademark

            	
              Application
      or Registration No.

            	
               

              Filing
      Date

            	
              Registration
      Date

            	
               

              Owner/Assignee

            
	
              Willie
      Nelson

            	
              USA

            	
              BIOWILLIE

            	
              3155150

            	
              10/10/2006

            	
              10/10/2016

            	
              Earth
      Biofuels, Inc.

            


    

    


    
      	 
      	
              Sched.
      II-

            	 
      


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    SCHEDULE
III

     

    LOCATIONS
OF EBOF AND THE EXISTING SUBSIDIARIES

    


    
      	
              Company

            	
              Chief
      Executive Office

            	
              Chief
      Place of Business

            	
              Books
      and Records

            	
              Inventory,
      Equipment, Etc.

            
	
              Earth
      Biofuels, Inc.

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            
	
              Earth
      Biofuels Operating, Inc.

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

              253
      Highway 7 North, Grenada, MS 38901 USA

              6070
      I-55 South, Jackson, MS 39272 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

              253
      Highway 7 North, Grenada, MS 38901 USA

              6070
      I-55 South, Jackson, MS 39272 USA

            
	
              Earth
      Ethanol, Inc.

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            
	
              Earth
      Biofuels of Cordele, LLC

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              404
      E. 16th
      Ave., Cordele, GA 31015 USA

              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              404
      E. 16th
      Ave., Cordele, GA 31015 USA

              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            
	
              B20
      Customs, LLC

            	
              3401
      Main St., Ste B, Dallas, TX 75226 USA

            	
              3401
      Main St., Ste B, Dallas, TX 75226 USA

            	
              3401
      Main St., Ste B, Dallas, TX 75226 USA

            	
              3401
      Main St., Ste B, Dallas, TX 75226 USA

            
	
              Earth
      Biofuels Technology Company, LLC

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            
	
              Durant
      Biofuels, LLC

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              53
      E. Main St., Durant, OK 74701 USA

              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              53
      E. Main St., Durant, OK 74701 U SA

              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              53
      E. Main St., Durant, OK 74701 USA

              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            
	
              Earth
      Biofuels Distribution Company

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            
	
              Earth
      Ethanol of Washington L.L.C

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            
	
              Earth
      LNG, Inc.

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            
	
              Earth
      Biofuels Retail Fuel Company, LLC

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205 USA

            	
              3001
      Knox St. Ste 403, Dallas, TX 75205
USA

            


    

    


    


    


     

    


    
      	 
      	
              Sched.
      III-

            	 
      


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SCHEDULE
IV

     

    PROMISSORY
NOTES, SECURITIES, DEPOSIT ACCOUNTS, SECURITIES ACCOUNTS AND COMMODITIES
ACCOUNTS

    


    
      	
              Promissory
Notes:

            


    

     

    
      	
              None.

            


    

     

    Securities and Other
Instruments:

     

    
      	
              Company

            	
              Description
      of Investment Property

            
	
              SkinzWraps,
      Inc.

            	
              Stock
      Certificate #1497 for 1,250,000 shares

              (held
      by Earth Biofuels, Inc.)

               

            
	
              SkinWraps,
      Inc.

            	
              Stock
      Certificate #1526 for 133,000 shares

              (held
      by Earth Biofuels, Inc.)

               

            
	
              Blue
      Wireless & Data, Inc.

            	
              Stock
      certificate #2520 for 1,666,667 shares

              (held
      by Earth Biofuels, Inc.)

               

            
	
              Applied
      LNG Technologies USA, L.L.C.

            	
              Stock
      certificate #7 for 24,019,607.84 shares

              (held
      by Earth Biofuels, Inc.)

               

            
	
              Applied
      LNG Technologies USA, L.L.C.

            	
              Stock
      certificate #8 for 25,000,000 shares

              (held
      by Earth Biofuels, Inc.)

               

            
	
              Truckers
      Corner, LP

            	
              Earth
      Biofuels, Inc. holds a 50% equity ownership interest in this retail
      facility in Hillsboro, Texas.

            
	
              Biodiesel
      Investment Group and Bunge North America

            	
              Earth
      Biofuels, Inc. holds 32.86% equity ownership interest in this biodiesel
      production facility  in Danville,
  Illinois

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    Earth Biofuels holds 100% of
the following Membership Interests or Shares:

     

    
      	
              Earth
      Ethanol, Inc.

            
	
              Durant
      Biofuels, LLC

            
	
              The
      Wing Sail Company d/b/a Earth Biofuels Distribution
  Company

            
	
              Earth
      Ethanol of Washington L.L.C

            
	
              Earth
      LNG, Inc.

            


    

    


     

    Other Investment Property
held by Earth Biofuels, Inc.:

     

    
      	
              B20
      Customs, LLC – 51% membership interest

            
	
              PNG
      Ventures, Inc. – 7,000,000 Common Stock

               

            
	
              Earth
      Biofuels of Cordele, LLC – 50% membership interest

            
	
              Earth
      Biofuels Retail Fuel Company, LLC – 50.1% membership
    interest

            
	
              Earth
      Biofuels Operating, Inc. – 80% Common Stock

            
	
              Earth
      Biofuels Technology Company, LLC – 50% membership
  interest

            


    

    


     

    


     

    


    
      	 
      	
              Sched.
      IV-

            	 
      


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Deposit
Accounts:

     

    [REDACTED]

     

     

    


    
      	 
      	
              Sched.
      IV-

            	 
      


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    SCHEDULE
V

     

    UCC-1
FINANCING STATEMENTS

     

    
      	
               

              Company
      Name

            	
               

              Secretary
      of State

            
	
              Earth
      Biofuels, Inc.

            	
              Delaware

            
	
              Earth
      Biofuels Operating, Inc.

            	
              Mississippi

            
	
              Earth
      Ethanol, Inc.

            	
              Delaware

            
	
              Earth
      Biofuels of Cordele, LLC

            	
              Georgia

            
	
              B20
      Customs, LLC

            	
              Texas

            
	
              Earth
      Biofuels Technology Company, LLC

            	
              Texas

            
	
              Durant
      Biofuels, LLC

            	
              Oklahoma

            
	
              Earth
      Biofuels Distribution Company

            	
              Texas

            
	
              Earth
      Ethanol of Washington L.L.C

            	
              Delaware

            
	
              Earth
      Biofuels Retail Fuel Company, LLC

            	
              Texas

            


    

    


    
      	 
      	
              Sched.
      V-

            	 
      


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    SCHEDULE
VI

     

    


     

    COMMERCIAL TORT
CLAIMS

     

    None.

     

    


     

    


    
      	 
      	
              Sched.
      VI-

            	 
      


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXISTING
LIENS

    


    


    SCHEDULE
VII

    


    Oliver
Kendall Kelley, Jack B. Kelley, Inc. and Golden Spread Energy, Inc. have filed
UCC financing statements covering assets located at the Durant, Oklahoma
facility.  These parties have agreed to subordinate their liens to
Fourth Third, LLC.

    


    JM Allen
& Associates, Inc. hold a mechanic’s lien on the Durant
property.

    


    Texoma
Industrial Insulation, Inc. hold a mechanic’s lien on the Durant
property.

    


    Centrifuge
Systems and Controls hold a mechanic’s lien on the Durant property.

    


    


    


    
      	 
      	
              Sched.
      VI-

            	 
      


    

    


     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
VIII

    


    SUBSIDIARY
OWNERSHIP

    


    


    
      	
              Name

            	
              Ownership

            
	
              Earth
      LNG, Inc.

            	
              100%
      Earth Biofuels, Inc.

            
	 
      	 
      
	
              Durant
      Biofuels, LLC

            	
              100%
      Earth Biofuels, Inc.

            
	 
      	 
      
	
              Earth
      Ethanol of Washington, LLC

            	
              100%
      Earth Ethanol, Inc

            
	 
      	 
      
	
              Earth
      Biofuels Technology Company, LLC d/b/a Advanced Biofuels Technology
      Company, LLC

            	
              50%
      Earth Biofuels, Inc.

              50%
      Dr. Miguel J. Dabdoub

            
	 
      	 
      
	
              The
      Wing Sail Company d/b/a

              Earth
      Biofuels Distribution Company

            	
              100%
      Earth Biofuels, Inc.

            
	 
      	 
      
	
              Earth
      Biofuels of Cordele, LLC

            	
              50%
      Earth Biofuels, Inc.

              12.5%
      Vince M. Thompson

              12.5%
      Brice R. Thompson

              12.5%
      Anthony T. Lanier

              12.5%
      Steven A. Jordan

            
	 
      	 
      
	
              B20
      Customs, LLC

            	
              51%
      Earth Biofuels, Inc.

              49%
      Peter Salaverry

            
	 
      	 
      
	
              Earth
      Biofuels Operating, Inc.

            	
              80%
      Earth Biofuels, Inc.

              20%
      Tommy Johnson, William Webster, Robert Glenn, & Bruce
      Blackwell

            
	 
      	 
      
	
              Earth
      Biofuels Retail Fuel Company

            	
              100%
      Earth Biofuels, Inc

            
	 
      	 
      
	
              Earth
      Ethanol, Inc.

            	
              100%
      Earth Biofuels, Inc.

            
	 
      	 
      


    

    


    


    


    


    
      	 
      	
              Sched.
      VI-

            	 
      


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    EXHIBIT
A

     

    ASSIGNMENT FOR
SECURITY

     

    


     

    [TRADEMARKS] [PATENTS]
[COPYRIGHTS]

     

    WHEREAS,
______________________________
(the "Assignor") [has
adopted, used and is using, and holds all right, title and interest in and to,
the trademarks and service marks listed on the annexed Schedule 1A,
which trademarks and service marks are registered or applied for in the United
States Patent and Trademark Office (the "Trademarks")] [holds
all right, title and interest in the letter patents, design patents and utility
patents listed on the annexed Schedule 1A,
which patents are issued or applied for in the United States Patent and
Trademark Office (the "Patents")] [holds all
right, title and interest in the copyrights listed on the annexed Schedule 1A, which
copyrights are registered in the United States Copyright Office (the "Copyrights")];

     

    WHEREAS,
the Assignor has entered into an Amended and Restated Security Agreement, dated
as of June __, 2008 (as amended, restated or otherwise modified from time to
time the "Security
Agreement"), in favor of Castlerigg Master Investments Ltd., as
collateral agent for certain purchasers (the "Assignee");

     

    WHEREAS,
pursuant to the Security Agreement, the Assignor has assigned to the Assignee
and granted to the Assignee for the benefit of the Holders (as defined in the
Security Agreement) a continuing security interest in all right, title and
interest of the Assignor in, to and under the [Trademarks, together with, among
other things, the good-will of the business symbolized by the Trademarks]
[Patents] [Copyrights] and the applications and registrations thereof, and all
proceeds thereof, including, without limitation, any and all causes of action
which may exist by reason of infringement thereof and any and all damages
arising from past, present and future violations thereof (the "Collateral"), to
secure the payment, performance and observance of the "Obligations" (as defined
in the Security Agreement);

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Assignor does hereby pledge, convey, sell,
assign, transfer and set over unto the Assignee and grants to the Assignee for
the benefit of the Holders a continuing security interest in the Collateral to
secure the prompt payment, performance and for the benefit of the Holders
observance of the Obligations.

     

    The
Assignor does hereby further acknowledge and affirm that the rights and remedies
of the Assignee with respect to the Collateral are more fully set forth in the
Security Agreement, the terms and provisions of which are hereby incorporated
herein by reference as if fully set forth herein.

     

    


    
      	 
      	
              Exh.
      A-

            	 
      


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    IN
WITNESS WHEREOF, the Assignor has caused this Assignment to be duly executed by
its officer thereunto duly authorized as of _____________, 20__

     

    
      	 
      	
              [GRANTOR]

            


    

     

    
      	 
      	
              By:____________________________

            
	 
      	
              Name:

            


    

    


    
      	 
      	
              Title:

            


    

    


    
      	 
      	
              PLEDGE
      AND SECURITY AGREEMENT

            	 
      


    

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    


     

    STATE OF
____________

    ss.:

    COUNTY OF
__________

     

    On this
____ day of _______________, 20__, before me personally came ________________,
to me known to be the person who executed the foregoing instrument, and who,
being duly sworn by me, did depose and say that s/he is the ________________ of
_______________________________________, a ____________________, and that s/he
executed the foregoing instrument in the firm name of
_______________________________________, and that s/he had authority to sign the
same, and s/he acknowledged to me that he executed the same as the act and deed
of said firm for the uses and purposes therein mentioned.

     

     

    


    


    


    
      	 
      	
              Exh.
      A-

            	 
      


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    SCHEDULE 1A TO ASSIGNMENT
FOR SECURITY

     

    


     

    


    [Trademarks
and Trademark Applications]

    [Patent
and Patent Applications]

    [Copyright
and Copyright Applications]

    Owned by
______________________________

    


    


    


    


    
      	 
      	
              PLEDGE
      AND SECURITY AGREEMENT