Exhibit 10.4

                                                               EXECUTION VERSION
================================================================================


                   SECOND LIEN GUARANTY AND SECURITY AGREEMENT

                          Dated as of January 10, 2008

                                      among

                                GOAMERICA, INC.,
                                   as Borrower

                                       and

                   Each Grantor From Time to Time Party Hereto

                                       and

                         CLEARLAKE CAPITAL GROUP, L.P.,
                             as Administrative Agent

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

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I DEFINED TERMS                                                        1

    Section 1.1  Definitions ..............................................    1
    Section 1.2  Certain Other Terms ......................................    4

ARTICLE II GUARANTY                                                            4

    Section 2.1  Guaranty .................................................    4
    Section 2.2  Limitation of Guaranty ...................................    5
    Section 2.3  Contribution .............................................    5
    Section 2.4  Authorization; Other Agreements ..........................    5
    Section 2.5  Guaranty Absolute and Unconditional ......................    6
    Section 2.6  Waivers ..................................................    7
    Section 2.7  Reliance .................................................    7

ARTICLE III GRANT OF SECURITY INTEREST                                         7

    Section 3.1  Collateral ...............................................    7
    Section 3.2  Grant of Security Interest in Collateral .................    8

ARTICLE IV REPRESENTATIONS AND WARRANTIES                                      8

    Section 4.1  Title; No Other Liens ....................................    8
    Section 4.2  Perfection and Priority ..................................    9
    Section 4.3  Jurisdiction of Organization; Chief Executive Office .....    9
    Section 4.4  Locations of Inventory, Equipment and Books and Records ..   10
    Section 4.5  Pledged Collateral .......................................   10
    Section 4.6  Instruments and Tangible Chattel Paper
                 Formerly Accounts ........................................   10
    Section 4.7  Intellectual Property ....................................   10
    Section 4.8  Commercial Tort Claims ...................................   10
    Section 4.9  Specific Collateral ......................................   11
    Section 4.10 Promissory Notes and Debt Securities .....................   11
    Section 4.11 Governmental Licenses ....................................   11
    Section 4.12 Motor Vehicles ...........................................   11
    Section 4.13 Representations and Warranties of the
                 Second Lien Credit Agreement .............................   11

ARTICLE V COVENANTS                                                           11

    Section 5.1  Maintenance of Perfected Security Interest;
                 Further Documentation and Consents .......................   11
    Section 5.2  Changes in Locations, Name, Etc ..........................   13
    Section 5.3  Pledged Collateral .......................................   13
    Section 5.4  Accounts .................................................   14
    Section 5.5  Commodity Contracts ......................................   14
    Section 5.6  Delivery of Instruments and Tangible Chattel
                 Paper and Control of Investment
                 Property, Letter-of-Credit Rights and
                 Electronic Chattel Paper .................................   14
    Section 5.7  Intellectual Property ....................................   15
    Section 5.8  Notices ..................................................   16
    Section 5.9  Notice of Commercial Tort Claims .........................   16
    Section 5.10 Compliance with Second Lien Credit Agreement .............   16


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<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
                                                                            Page

ARTICLE VI REMEDIAL PROVISIONS                                                17

    Section 6.1  Code and Other Remedies ..................................   17
    Section 6.2  Accounts and Payments in Respect of General Intangibles ..   20
    Section 6.3  Pledged Collateral .......................................   21
    Section 6.4  Proceeds to be Turned Over to and Held
                 by Administrative Agent ..................................   21
    Section 6.5  Private Sales ............................................   22
    Section 6.6  Deficiency ...............................................   22

ARTICLE VII THE ADMINISTRATIVE AGENT                                          23

    Section 7.1  Administrative Agent's Appointment as Attorney-in-Fact ...   23
    Section 7.2  Authorization to File Financing Statements ...............   24
    Section 7.3  Authority of Administrative Agent ........................   24
    Section 7.4  Duty; Obligations and Liabilities ........................   25

ARTICLE VIII MISCELLANEOUS                                                    25

    Section 8.1  Reinstatement ............................................   25
    Section 8.2  Release of Collateral ....................................   26
    Section 8.3  Independent Obligations ..................................   26
    Section 8.4  No Waiver by Course of Conduct ...........................   26
    Section 8.5  Amendments in Writing ....................................   27
    Section 8.6  Additional Grantors; Additional Pledged Collateral .......   27
    Section 8.7  Notices ..................................................   27
    Section 8.8  Successors and Assigns ...................................   27
    Section 8.9  Counterparts .............................................   27
    Section 8.10 Severability .............................................   27
    Section 8.11 Governing Law ............................................   28
    Section 8.12 Jurisdiction .............................................   28
    Section 8.13 WAIVER OF JURY TRIAL .....................................   28
    Section 8.14 Subordination ............................................   28
    Section 8.15 Hands On .................................................   30
    Section 8.16 Intercreditor Agreement ..................................   30


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<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

ANNEXES AND SCHEDULES

     Annex 1        Form of Pledge Amendment
     Annex 2        Form of Joinder Agreement
     Annex 3        Form of Intellectual Property Security Agreement

     Schedule 1     Commercial Tort Claims
     Schedule 2     Filings
     Schedule 3     Jurisdiction of Organization; Chief Executive Office
     Schedule 4     Location of Inventory and Equipment
     Schedule 5     Pledged Collateral
     Schedule 6     Intellectual Property
     Schedule 7     Promissory Notes and Debt Securities
     Schedule 8     Governmental Licenses
     Schedule 9     Motor Vehicles

<PAGE>

            SECOND LIEN GUARANTY AND SECURITY AGREEMENT, dated as of January 10,
2008, by GOAMERICA, INC., a Delaware corporation,  (the "Borrower"), and each of
the other entities  listed on the signature pages hereof or that becomes a party
hereto pursuant to Section 8.6 (together with the Borrower, the "Grantors"),  in
favor of CLEARLAKE  CAPITAL  GROUP,  L.P., a Delaware  limited  partnership,  as
Administrative  Agent  (in  such  capacity,  together  with its  successors  and
permitted assigns,  the  "Administrative  Agent") for the Lenders and each other
Secured Party (each as defined in the Second Lien Credit  Agreement  referred to
below).

                              W I T N E S S E T H:

            WHEREAS,  pursuant to the Second Lien Credit  Agreement  dated as of
January  10, 2008 (as the same may be  modified  from time to time,  the "Second
Lien Credit  Agreement") among the Borrower,  the  Administrative  Agent and the
Lenders from time to time party thereto,  the Lenders have  severally  agreed to
make  extensions  of credit to the  Borrower  upon the terms and  subject to the
conditions set forth therein;

            WHEREAS,  each  Grantor has agreed to guaranty the  Obligations  (as
defined in the Second Lien Credit Agreement);

            WHEREAS,  each Grantor will derive  substantial  direct and indirect
benefits from the making of the  extensions of credit to the Borrower  under the
Second Lien Credit Agreement; and

            WHEREAS,  it is a  condition  precedent  to  the  obligation  of the
Lenders to make their respective  extensions of credit to the Borrower under the
Second Lien Credit Agreement that the Grantors shall have executed and delivered
this Agreement to the Administrative Agent.

            NOW,  THEREFORE,  in consideration of the premises and to induce the
Lenders  and the  Administrative  Agent to enter  into the  Second  Lien  Credit
Agreement  and to induce  the  Lenders to make their  respective  extensions  of
credit  to  the  Borrower  thereunder,  each  Grantor  hereby  agrees  with  the
Administrative Agent as follows:

                                   ARTICLE I

                                  DEFINED TERMS

      Section 1.1 Definitions.

            (a) Capital terms used herein without definition are used as defined
in the Second Lien Credit Agreement.

            (b) The following  terms have the meanings  given to them in the UCC
and terms used herein  without  definition  that are defined in the UCC have the
meanings  given to them in the UCC (such  meanings to be equally  applicable  to
both the singular and plural forms of the terms  defined):  "account",  "account
debtor",  "as-extracted collateral",  "certificated security",  "chattel paper",
"commercial tort claim",  "commodity contract",  "deposit account",  "electronic
chattel paper", "equipment",  "farm products",  "fixture", "general intangible",
"goods",   "health-care-insurance   receivable",   "instruments",   "inventory",
"investment   property",   "letter-of-credit

<PAGE>

right",  "proceeds",  "record",  "securities account",  "security",  "supporting
obligation" and "tangible chattel paper".

            (c) The following terms shall have the following meanings:

            "Agreement" means this Second Lien Guaranty and Security Agreement.

            "Applicable  IP Office" means the United States Patent and Trademark
Office,  the United  States  Copyright  Office or any  similar  office or agency
within or outside the United States.

            "Collateral" has the meaning specified in Section 3.1.

            "Collateral Update Certificate" has the meaning specified in Section
5.1(c).

            "Excluded  Equity"  means any  voting  stock in excess of 66% of the
outstanding voting stock of any Excluded Foreign Subsidiary. For the purposes of
this definition,  "voting stock" means,  with respect to any issuer,  the issued
and  outstanding  shares of each class of Stock of such issuer  entitled to vote
(within the meaning of Treasury Regulations ss. 1.956-2(c)(2)).

            "Excluded Property" means,  collectively,  (i) Excluded Equity, (ii)
any permit or license of, or any  Contractual  Obligation  entered  into by, any
Grantor (A) that  prohibits or requires the consent of any Person other than the
Borrower and its  Affiliates as a condition to the creation by such Grantor of a
Lien on any right,  title or interest  in such  permit,  license or  Contractual
Obligation or any Stock or Stock Equivalent related thereto or (B) to the extent
that any Requirement of Law applicable  thereto prohibits the creation of a Lien
thereon,  but only,  with  respect  to the  prohibition  in (A) and (B),  to the
extent,  and for as long as,  such  prohibition  is not  terminated  or rendered
unenforceable  or  otherwise  deemed   ineffective  by  the  UCC  or  any  other
Requirement of Law or required consent is not obtained (and immediately upon the
lapse, termination,  unenforceability or ineffectiveness of any such prohibition
or grant of such required  consent,  the Collateral shall include,  and Grantors
shall be deemed to have  automatically  granted a security interest in, all such
permits,  licenses,  Contractual  Obligations  or Stock or Stock  Equivalents no
longer subject to such prohibition or required consent),  (iii) fixed or capital
assets  owned by any  Grantor  that is  subject  to a  purchase  money Lien or a
Capital  Lease if the  Contractual  Obligation  pursuant  to which  such Lien is
granted (or in the  document  providing  for such  Capital  Lease)  prohibits or
requires the consent of any Person other than the Borrower and its Affiliates as
a condition  to the  creation of any other Lien on such  equipment  and (iv) any
U.S. "intent to use" Trademark applications for which a statement of use has not
been filed and accepted  (but only until such  statement of use is filed and has
been accepted);  provided,  however,  that "Excluded Property" shall not include
any proceeds,  products,  substitutions  or  replacements  of Excluded  Property
(unless such proceeds,  products,  substitutions or replacements would otherwise
constitute Excluded Property).

            "Guaranteed Obligations" has the meaning set forth in Section 2.1.

            "Guarantor" means each Grantor (other than the Borrower).

            "Guaranty" means the guaranty of the Guaranteed  Obligations made by
the Guarantors as set forth in this Agreement.


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<PAGE>

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

            "Pledged  Certificated Stock" means all certificated  securities and
any other Stock or Stock  Equivalent of any Person  evidenced by a  certificate,
instrument or other similar document (as defined in the UCC), in each case owned
by any Grantor,  and any  distribution  of property made on, in respect of or in
exchange  for the  foregoing  from time to time,  including  all Stock and Stock
Equivalents  listed on Schedule  5.  Pledged  Certificated  Stock  excludes  any
Excluded Property.

            "Pledged Collateral" means, collectively,  the Pledged Stock and the
Pledged Debt Instruments.

            "Pledged Debt  Instruments"  means all right,  title and interest of
any Grantor in instruments  evidencing any Indebtedness  owed to such Grantor or
other obligations, and any distribution of property made on, in respect of or in
exchange  for the  foregoing  from  time to  time,  including  all  Indebtedness
described on Schedule 5, issued by the obligors named therein.

            "Pledged  Investment  Property" means any investment property of any
Grantor,  and any distribution of property made on, in respect of or in exchange
for the  foregoing  from time to time,  other than any Pledged  Stock or Pledged
Debt Instruments.

            "Pledged Stock" means all Pledged Certificated Stock and all Pledged
Uncertificated Stock.

            "Pledged  Uncertificated  Stock" means any Stock or Stock Equivalent
of any Person that is not Pledged Certificated Stock, including all right, title
and interest of any Grantor as a limited or general  partner in any  partnership
not  constituting  Pledged  Certificated  Stock  or as a member  of any  limited
liability company, all right, title and interest of any Grantor in, to and under
any  Constituent  Document of any  partnership or limited  liability  company to
which it is a party,  and any distribution of property made on, in respect of or
in exchange for the  foregoing  from time to time,  including in each case those
interests  set  forth  on  Schedule  5, to the  extent  such  interests  are not
certificated. Pledged Uncertificated Stock excludes any Excluded Property.

            "Registered Intellectual Property" means all Patents, Trademarks and
Copyrights that are covered by issued patents or registrations or pending patent
application or  applications  for  registration,  excluding any Internet  Domain
Names and any Excluded Property.

            "Security Cash Collateral  Account" means a Cash Collateral  Account
that is not a L/C Cash Collateral Account under and as defined in the First Lien
Credit Agreement.

            "Software"  means (a) all computer  programs,  including source code
and object code  versions,  (b) all data,  databases and  compilations  of data,
whether  machine  readable or


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<PAGE>

otherwise,  and (c) all  documentation,  training  materials and  configurations
related to any of the foregoing.

            "Subsidiary  Guarantor"  means any Guarantor that is a Subsidiary of
the Borrower.

            "UCC"  means  the  Uniform  Commercial  Code as from time to time in
effect in the State of New York; provided,  however, that, in the event that, by
reason of mandatory provisions of any applicable  Requirement of Law, any of the
attachment,  perfection or priority of the  Administrative  Agent's or any other
Secured Party's  security  interest in any Collateral is governed by the Uniform
Commercial Code of a jurisdiction  other than the State of New York, "UCC" shall
mean the Uniform  Commercial  Code as in effect in such other  jurisdiction  for
purposes of the provisions  hereof  relating to such  attachment,  perfection or
priority and for  purposes of the  definitions  related to or otherwise  used in
such provisions.

            "Vehicles"  means all vehicles covered by a certificate of title law
of any state.

      Section 1.2 Certain Other Terms.

            (a) The  meanings  given to terms  defined  herein  shall be equally
applicable  to both the  singular  and  plural  forms of such  terms.  The terms
"herein",  "hereof" and similar terms refer to this Agreement as a whole and not
to any  particular  Article,  Section  or clause in this  Agreement.  References
herein  to  an  Annex,  Schedule,  Article,  Section  or  clause  refer  to  the
appropriate  Annex or  Schedule  to,  or  Article,  Section  or  clause  in this
Agreement.  Where the context  requires,  provisions  relating to any Collateral
when used in relation to a Grantor shall refer to such  Grantor's  Collateral or
any relevant part thereof.

            (b) Section 1.5 (Interpretation) of the Second Lien Credit Agreement
is applicable to this Agreement as and to the extent set forth therein.

            (c) The term "payment in full" or "paid in full" with respect to the
Obligations,  the Secured Obligations,  the Guaranteed Obligations or the Senior
Obligations  means upon (A)  termination  of the  Commitments,  (B)  payment and
satisfaction  in  full  of  all  Loans  and  all  other   Obligations  that  the
Administrative  Agent has been  notified  in writing are then due and payable by
the holder of such  obligation,  (C) deposit of cash  collateral with respect to
all contingent Obligations (other than contingent indemnification obligations as
to which no claim has been asserted),  in amounts  required under Section 9.3 of
the Second Lien Credit  Agreement and on terms and  conditions  and with parties
satisfactory to the  Administrative  Agent and each Indemnitee that is owed such
Obligations and (D) to the extent requested by the Administrative Agent, receipt
by the Secured Parties of liability  releases from the Loan Parties each in form
and substance acceptable to the Administrative Agent.

                                   ARTICLE II

                                    GUARANTY

      Section  2.1  Guaranty.  To induce the  Lenders  to make the  Loans,  each
Guarantor  hereby,  jointly  and  severally,  absolutely,   unconditionally  and
irrevocably  guarantees,  as primary obligor and not merely as surety,  the full
and punctual payment when due, whether at stated maturity or earlier,  by reason
of acceleration,  mandatory  prepayment or otherwise in accordance


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<PAGE>

with any Loan Document,  of all the Obligations of each other Loan Party whether
existing on the date hereof or hereinafter  incurred or created (the "Guaranteed
Obligations").  This Guaranty by each Guarantor hereunder constitutes a guaranty
of payment and not of  collection.  Each Guarantor  agrees that its  obligations
under this Agreement shall not be discharged  until the Obligations  (other than
contingent  indemnification  obligations as to which no claim has been asserted)
are paid in full.  Each  Guarantor  shall be regarded,  and shall be in the same
position, as principal debtor with respect to the Guaranteed Obligations.

      Section 2.2 Limitation of Guaranty. Any term or provision of this Guaranty
or  any  other  Loan  Document  to the  contrary  notwithstanding,  the  maximum
aggregate  amount for which any Subsidiary  Guarantor shall be liable  hereunder
shall not exceed the maximum amount for which such  Subsidiary  Guarantor can be
liable without rendering this Guaranty or any other Loan Document, as it relates
to such Subsidiary Guarantor, subject to avoidance under applicable Requirements
of Law relating to fraudulent  conveyance or fraudulent  transfer (including the
Uniform  Fraudulent  Conveyance  Act,  the Uniform  Fraudulent  Transfer Act and
Section 548 of Title 11 of the United States Code or any  applicable  provisions
of comparable  Requirements of Law) (collectively,  "Fraudulent Transfer Laws").
Any analysis of the  provisions  of this  Guaranty  for  purposes of  Fraudulent
Transfer Laws shall take into account the right of  contribution  established in
Section 2.3 and, for purposes of such analysis,  give effect to any discharge of
intercompany debt as a result of any payment made under the Guaranty.

      Section  2.3  Contribution.  To the extent that any  Subsidiary  Guarantor
shall be  required  hereunder  to pay any portion of any  Guaranteed  Obligation
exceeding  the  greater  of (a) the  amount  of the  economic  benefit  actually
received by such Subsidiary  Guarantor from the Loans and other  Obligations and
(b) the amount  such  Subsidiary  Guarantor  would  otherwise  have paid if such
Subsidiary Guarantor had paid the aggregate amount of the Guaranteed Obligations
(excluding the amount thereof repaid by the Borrower) in the same  proportion as
such  Subsidiary  Guarantor's  net  worth  on the  date  enforcement  is  sought
hereunder  bears to the aggregate net worth of all the Subsidiary  Guarantors on
such date,  then such  Guarantor  shall be reimbursed  by such other  Subsidiary
Guarantors for the amount of such excess,  pro rata, based on the respective net
worth of such other Subsidiary Guarantors on such date.

      Section 2.4  Authorization;  Other  Agreements.  The  Secured  Parties are
hereby  authorized,  without  notice to or demand upon any Guarantor and without
discharging or otherwise  affecting the  obligations of any Guarantor  hereunder
and without incurring any liability hereunder,  from time to time, to do each of
the following:

            (a)  (i)  modify,  amend,   supplement  or  otherwise  change,  (ii)
accelerate  or otherwise  change the time of payment or (iii) waive or otherwise
consent to noncompliance  with, any Guaranteed  Obligation or any Loan Document,
in each case in  accordance  with the terms of the Second Lien Credit  Agreement
and the other Loan Documents;

            (b) apply to the Guaranteed Obligations any sums by whomever paid or
however  realized to any Guaranteed  Obligation in such order as provided in the
Loan Documents;

            (c) refund at any time any payment  received by any Secured Party in
respect of any Guaranteed Obligation;

            (d) (i)  Sell,  exchange,  enforce,  waive,  substitute,  liquidate,
terminate, release, abandon, fail to perfect,  subordinate,  accept, substitute,
surrender, exchange, affect,


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<PAGE>

impair  or  otherwise  alter  or  release  any  Collateral  for  any  Guaranteed
Obligation or any other guaranty therefor in any manner, (ii) receive,  take and
hold  additional  Collateral  to secure any  Guaranteed  Obligation,  (iii) add,
release or substitute any one or more other  Guarantors,  makers or endorsers of
any  Guaranteed  Obligation or any part thereof and (iv)  otherwise  deal in any
manner  with the  Borrower  and any other  Guarantor,  maker or  endorser of any
Guaranteed Obligation or any part thereof; and

            (e) settle, release, compromise,  collect or otherwise liquidate the
Guaranteed Obligations.

      Section 2.5 Guaranty  Absolute and  Unconditional.  To the maximum  extent
permitted by Requirements of Law, each Guarantor hereby waives and agrees not to
assert any defense,  whether  arising in connection with or in respect of any of
the following or otherwise,  and hereby agrees that its  obligations  under this
Guaranty are irrevocable, absolute and unconditional and shall not be discharged
as a result of or otherwise  affected by any of the following  (which may not be
pleaded  and  evidence of which may not be  introduced  in any  proceeding  with
respect to this Guaranty,  in each case except as otherwise agreed in writing by
the Administrative Agent):

            (a) the  invalidity  or  unenforceability  of any  obligation of the
Borrower or any other  Guarantor  under any Loan Document or any other agreement
or instrument  relating  thereto  (including  any  amendment,  consent or waiver
thereto),  or any security for, or other guaranty of, any Guaranteed  Obligation
or any part  thereof,  or the lack of  perfection  or  continuing  perfection or
failure of priority of any security for the  Guaranteed  Obligations or any part
thereof;

            (b) the  absence  of (i)  any  attempt  to  collect  any  Guaranteed
Obligation or any part thereof from the Borrower or any other Guarantor or other
action to enforce  the same or (ii) any action to enforce  any Loan  Document or
any Lien thereunder;

            (c) the  failure  by any  Person  to take any steps to  perfect  and
maintain any Lien on, or to preserve any rights with respect to, any Collateral;

            (d) any workout, insolvency, bankruptcy proceeding,  reorganization,
arrangement,  liquidation or  dissolution by or against the Borrower,  any other
Guarantor  or  any of  the  Borrower's  other  Subsidiaries  or  any  procedure,
agreement,   order,  stipulation,   election,  action  or  omission  thereunder,
including any discharge or disallowance  of, or bar or stay against  collecting,
any  Guaranteed  Obligation  (or any interest  thereon) in or as a result of any
such proceeding;

            (e) any  foreclosure,  whether or not through judicial sale, and any
other Sale of any  Collateral  or any election  following  the  occurrence of an
Event  of  Default  by any  Secured  Party to  proceed  separately  against  any
Collateral in accordance  with such Secured  Party's rights under any applicable
Requirement of Law; or

            (f)  any  other   defense,   setoff,   counterclaim   or  any  other
circumstance that might otherwise  constitute a legal or equitable  discharge of
the Borrower,  any other Guarantor or any of such Borrower's other Subsidiaries,
in each case other than the payment in full of the Guaranteed Obligations.


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<PAGE>

      Section 2.6 Waivers. Each Guarantor hereby unconditionally and irrevocably
waives,  to the maximum extent  permitted by Requirements of Law, and agrees not
to assert  any  claim,  defense,  setoff  or  counterclaim  based on  diligence,
promptness,  presentment,  requirements  for  any  demand  or  notice  hereunder
including any of the following:  (a) any demand for payment or  performance  and
protest  and  notice  of  protest,  (b)  any  notice  of  acceptance,   (c)  any
presentment, demand, protest or further notice or other requirements of any kind
with  respect to any  Guaranteed  Obligation  (including  any accrued but unpaid
interest thereon) becoming  immediately due and payable and (d) any other notice
in respect of any  Guaranteed  Obligation or any part  thereof,  and any defense
arising by reason of any  disability  or other  defense of the  Borrower  or any
other Guarantor.  Each Guarantor further  unconditionally and irrevocably agrees
not to (x) enforce or otherwise  exercise any right of  subrogation or any right
of  reimbursement  or  contribution or similar right against the Borrower or any
other  Guarantor by reason of any Loan  Document or any payment made  thereunder
prior to the  payment in full of the  Guaranteed  Obligations  or (y) assert any
claim, defense,  setoff or counterclaim it may have against any other Loan Party
or set off any of its  obligations to such other Loan Party against  obligations
of such Loan Party to such Guarantor.  No obligation of any Guarantor  hereunder
shall be discharged other than by complete performance.

      Section 2.7 Reliance.  Each Guarantor  hereby assumes  responsibility  for
keeping itself informed of the financial  condition of the Borrower,  each other
Guarantor  and  any  other  guarantor,  maker  or  endorser  of  any  Guaranteed
Obligation or any part thereof, and of all other circumstances  bearing upon the
risk of  nonpayment  of any  Guaranteed  Obligation  or any  part  thereof  that
diligent inquiry would reveal,  and each Guarantor hereby agrees that no Secured
Party shall have any duty to advise any  Guarantor  of  information  known to it
regarding  such  condition or any such  circumstances.  In the event any Secured
Party,  in its sole  discretion,  undertakes at any time or from time to time to
provide any such information to any Guarantor, such Secured Party shall be under
no  obligation  to (a)  undertake  any  investigation  not a part of its regular
business routine, (b) disclose any information that such Secured Party, pursuant
to accepted or reasonable  commercial  finance or banking  practices,  wishes to
maintain  confidential or (c) make any future disclosures of such information or
any other information to any Guarantor.

                                  ARTICLE III

                           GRANT OF SECURITY INTEREST

      Section 3.1  Collateral.  For the purposes of this  Agreement,  all of the
following  property now owned or at any time hereafter  acquired by a Grantor or
in which a Grantor  now has or at any time in the future may  acquire any right,
title or interests is collectively referred to as the "Collateral":

            (a) all accounts,  chattel paper,  deposit  accounts,  documents (as
defined in the UCC),  equipment,  general intangibles,  instruments,  inventory,
investment  property and any supporting  obligations  related thereto (including
any Pledged Collateral);

            (b) the  commercial  tort claims  described on Schedule 1 and on any
supplement thereto received by the Administrative Agent pursuant to Section 5.9;

            (c) all books and records pertaining to the other property described
in this Section 3.1;


                                       7
<PAGE>

            (d)  all  property  of  such  Grantor  held  by any  Secured  Party,
including all property of every description,  in the custody of or in transit to
such Secured Party for any purpose, including safekeeping, collection or pledge,
for the account of such  Grantor or as to which such  Grantor may have any right
or power, including but not limited to cash;

            (e) all other  goods  (including  but not limited to  fixtures)  and
personal  property of such Grantor,  whether tangible or intangible and wherever
located; and

            (f) to the  extent  not  otherwise  included,  all  proceeds  of the
foregoing;

provided,  however,  that "Collateral"  shall not include any Excluded Property;
and provided,  further, that if and when any property shall cease to be Excluded
Property,  such  property  shall  automatically  be deemed at all times from and
after the date  such  property  ceases to be  Excluded  Property  to  constitute
Collateral.

      Section 3.2 Grant of Security Interest in Collateral.

            (a) Each Grantor, as collateral security for the prompt and complete
payment and performance when due (whether at stated maturity, by acceleration or
otherwise) of the Obligations  (the "Secured  Obligations"),  hereby  mortgages,
pledges and  hypothecates to the  Administrative  Agent,  for the benefit of the
Secured Parties, and grants to the Administrative  Agent, for the benefit of the
Secured Parties a Lien on and security interest in, all of its right,  title and
interest in, to and under the Collateral of such Grantor.

            (b) With respect to any provision in this  Agreement  which requires
any  Grantor  to deliver  possession  or  control  of any  negotiable  document,
instrument,   certificated  securities,   promissory  notes,  deposit  accounts,
securities  accounts,  commodity accounts,  and letter of credit rights or other
Collateral  requiring  possession  or control  thereof  in order to perfect  the
security interest of the  Administrative  Agent therein under the UCC or for the
secured  party  to be  named  as such  under  any  control  agreement,  until no
Obligations (as defined in the First Lien Credit Agreement) are outstanding,  no
such  delivery or giving of control to the Agent shall be required to the extent
such Collateral is delivered to or control is given to the First Lien Collateral
Agent in accordance  with the First Lien Loan  Documents  and the  Intercreditor
Agreement.,  it being  understood that the First Lien Collateral Agent is acting
as agent and bailee for the benefit of the Administrative  Agent pursuant to the
terms of the Intercreditor Agreement.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

            To induce the Lenders and the Administrative Agent to enter into the
Loan  Documents,  each Grantor  represents  and warrants to each of them and the
other Secured  Parties each of the following  after giving effect to the Verizon
TRS Acquisition and the consummation of the Hands On Merger on the Closing Date:

      Section  4.1 Title;  No Other  Liens.  Except for the Lien  granted to the
Administrative  Agent  pursuant  to this  Agreement  and other  Permitted  Liens
(except for those  Permitted  Liens not  permitted  to exist on any  Collateral)
under any Loan Document  (including Section 4.2), such Grantor owns each item of
the  Collateral  free and clear of any and all Liens or claims of  others.  Such
Grantor (a) is the record and beneficial  owner of the Collateral  pledged by it
hereunder


                                       8
<PAGE>

constituting  instruments or certificates  and (b) has rights in or the power to
transfer  each  other  item of  Collateral  in  which a Lien  is  granted  by it
hereunder, free and clear of any other Lien, other than Permitted Liens.

      Section  4.2  Perfection  and  Priority.  The  security  interest  granted
pursuant to this Agreement constitutes a valid and continuing perfected security
interest in favor of the  Administrative  Agent,  for the benefit of the Secured
Parties,  in all  Collateral  subject,  for  the  following  Collateral,  to the
occurrence of the following  filings and other  actions:  (i) in the case of all
Collateral  in which a security  interest may be perfected by filing a financing
statement  under the UCC,  the proper and timely  completion  of the filings and
other  actions  specified  on Schedule 2 (which,  in the case of all filings and
other  documents  referred  to on such  schedule,  have  been  delivered  to the
Administrative Agent in completed and duly authorized form) and to the filing of
continuation  statements as provided under  applicable law, (ii) with respect to
any deposit account,  the execution of Control Agreements,  (iii) in the case of
all Registered Intellectual Property for which UCC filings are insufficient, all
appropriate  filings  having been made with the  Applicable  IP Office (it being
understood that additional filings may be required to perfect the Administrative
Agent's security  interest in any Registered  Intellectual  Property acquired by
such Grantor after the date hereof,  subject to the  qualifications set forth in
Section  5.7(e),  (iv)  in the  case of  letter-of-credit  rights  that  are not
supporting obligations of Collateral,  the execution of a Contractual Obligation
granting control to the Administrative Agent over such letter-of-credit  rights,
(v) in the  case of  electronic  chattel  paper,  the  completion  of all  steps
necessary  to grant  control to the  Administrative  Agent over such  electronic
chattel  paper and (vi) in the case of  Vehicles,  the  actions  required  under
Section 5.1(e).  Such security interest shall be prior to all other Liens on the
Collateral  except  for  Permitted  Liens  upon (i) in the  case of all  Pledged
Certificated  Stock,  Pledged Debt Instruments and Pledged Investment  Property,
the delivery thereof to the  Administrative  Agent of such Pledged  Certificated
Stock,  Pledged Debt Instruments and Pledged Investment  Property  consisting of
instruments and certificates, in each case properly endorsed for transfer to the
Administrative  Agent or in blank,  (ii) in the case of all  Pledged  Investment
Property not in certificated form held in a securities account, the execution of
Control  Agreements  with respect to such  investment  property and (iii) in the
case of all other  instruments  and tangible  chattel paper that are not Pledged
Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the
delivery  thereof to the  Administrative  Agent of such instruments and tangible
chattel  paper.  Except as set forth in this  Section  4.2,  all actions by each
Grantor necessary or desirable to protect and perfect the Lien granted hereunder
on the Collateral have been duly taken.

      Section 4.3 Jurisdiction of  Organization;  Chief Executive  Office.  Such
Grantor's (a)  jurisdiction of  organization or formation,  (b) exact legal name
(as it appears in such  Grantor's  Constituent  Documents),  (c)  organizational
identification  number,  if any,  issued by the  jurisdiction of organization or
formation, (d) type of organization, (e) Federal Taxpayer Identification Number,
(f) other jurisdictions in which it is qualified to do business, (g) location of
its  chief  executive  office  or  sole  place  of  business,  (h)  legal  name,
jurisdiction of organization or formation,  location of chief executive  office,
identity or organizational  structure (including by merger or consolidation with
any other  Person) if  different  than  otherwise  provided in this  Section 4.3
within the prior five (5)-year  period,  and (i) assets  acquired from any other
Person (other than  Inventory and Equipment in the ordinary  course from persons
in the business of selling such goods),  in each case as of the date hereof,  is
specified on Schedule 3.


                                       9
<PAGE>

      Section 4.4  Locations of Inventory,  Equipment and Books and Records.  On
the date hereof, such Grantor's inventory and equipment (other than inventory or
equipment in transit in the ordinary course of business or Collateral  having an
aggregate  value of less than  $100,000)  and books and records  concerning  the
Collateral are kept at the locations listed on Schedule 4.

      Section 4.5 Pledged Collateral.

            (a) As of the Closing Date the Pledged Stock pledged by such Grantor
hereunder  (i) is listed on Schedule 5 and  constitutes  that  percentage of the
issued and outstanding equity of all classes of each issuer thereof as set forth
on Schedule 5, (ii) has been duly  authorized,  validly issued and is fully paid
and nonassessable  (other than Pledged Stock in limited liability  companies and
partnerships),  and (iii) constitutes the legal, valid and binding obligation of
the obligor with respect  thereto,  enforceable  in  accordance  with its terms,
except as may be limited by applicable bankruptcy,  insolvency,  reorganization,
moratorium or other similar laws  affecting  creditors'  rights  generally or by
general equitable principles relating to enforceability.

            (b) As of the  Closing  Date,  all  Pledged  Collateral  (other than
Pledged  Uncertificated Stock) and all Pledged Investment Property consisting of
instruments  and  certificates  has been delivered to the First Lien  Collateral
Agent in accordance with Section 5.3(a).

            (c) Upon the  occurrence  and during the  continuance of an Event of
Default,  the  Administrative  Agent shall be  entitled  to exercise  all of the
rights of the Grantor granting the security interest in any Pledged Stock, and a
transferee  or assignee  of such  Pledged  Stock  shall  become a holder of such
Pledged  Stock to the same extent as such Grantor and,  subject to the governing
documents of such issuer,  and applicable law, be entitled to participate in the
management  of the  issuer  of such  Pledged  Stock to the same  extent  as such
Grantor and,  upon the  transfer of the entire  interest of such  Grantor,  such
Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

      Section 4.6 Instruments and Tangible Chattel Paper Formerly  Accounts.  No
amount  payable  to such  Grantor  under or in  connection  with any  account is
evidenced  by any  instrument  or  tangible  chattel  paper  that  has not  been
delivered to the First Lien Collateral Agent, properly endorsed for transfer, to
the extent delivery is required by Section 5.6(a).

      Section 4.7 Intellectual Property. As of the Closing Date, Schedule 6 sets
forth a true and  complete  list of the  following  Intellectual  Property  such
Grantor  owns,  licenses  or  otherwise  has the  right to use:  (i)  Registered
Intellectual   Property,   (ii)  Internet   Domain  Names  and  (iii)   Material
Intellectual Property and material Software,  separately  identifying that owned
and licensed to such Grantor and including  for each of the foregoing  items (1)
the owner, (2) the title, (3) as applicable, the jurisdiction in which such item
has been registered or otherwise  arises or in which a patent  application or an
application for registration  has been filed and is pending,  (4) as applicable,
the patent,  registration  or application  number and issuance,  registration or
application  date and (5) any IP Licenses  granted by the Grantor  with  respect
thereto.

      Section 4.8 Commercial Tort Claims. The only commercial tort claims of any
Grantor existing on the date hereof (regardless of whether the amount, defendant
or other  material  facts can be  determined  and  regardless  of  whether  such
commercial  tort claim has been asserted,  threatened or has otherwise been made
known to the obligee  thereof or whether  litigation has


                                       10
<PAGE>

been commenced for such claims) are those listed on Schedule 1, which sets forth
such information separately for each Grantor.

      Section 4.9 Specific Collateral.  Except as disclosed from time to time to
the  Administrative  Agent, none of the Collateral is or is proceeds or products
of farm products, as-extracted collateral,  health-care-insurance receivables or
timber to be cut.

      Section 4.10 Promissory Notes and Debt Securities. As of the Closing Date,
Schedule 7 hereto sets forth for each Grantor a list of all promissory notes and
debt  securities  payable  or due to such  Grantor  by or from any other  Person
(including any other Grantor) that will not be repaid on the Closing Date.

      Section 4.11 Governmental Licenses.  Schedule 8 hereto sets forth for each
Grantor a description  of each material  license from a  Governmental  Authority
which is, as of the date  hereof,  necessary  to the conduct of the  business of
such Grantor as conducted on the date hereof.

      Section 4.12 Motor Vehicles.  Schedule 9 sets forth a list of each Vehicle
owned by such Grantor as of the Closing Date.

      Section  4.13  Representations  and  Warranties  of the Second Lien Credit
Agreement.  The  representations  and  warranties  as to  such  Grantor  and its
Subsidiaries made by the Borrower in Article IV (Representations and Warranties)
of the Second Lien Credit  Agreement  are true and correct,  (a) if such date is
the Closing Date, on and as of such date or, to the extent such  representations
and  warranties  expressly  relate to an earlier date, on and as of such earlier
date  and  (b)  otherwise,  in all  material  respects  (provided,  that  if any
representation or warranty is by its terms qualified by concepts of materiality,
such representation shall be true and correct in all respects) on and as of such
date or, to the extent such  representations and warranties  expressly relate to
an earlier date, on and as of such earlier date.

                                   ARTICLE V

                                    COVENANTS

            Each Grantor agrees with the Administrative  Agent to the following,
as long as any Obligation (other than contingent indemnification  obligations as
to which no claim has been asserted) or Commitment  remains  outstanding and, in
each case, unless the Required Lenders otherwise consent in writing:

      Section  5.1   Maintenance  of  Perfected   Security   Interest;   Further
Documentation and Consents.

            (a)  Generally.  Such  Grantor  shall  (i)  not  use or  permit  any
Collateral  to be used  unlawfully  or in violation of any provision of any Loan
Document,  any  Requirement  of Law or any  policy  of  insurance  covering  the
Collateral  and (ii) not enter into any  Contractual  Obligation or  undertaking
restricting the right or ability of such Grantor or the Administrative  Agent to
Sell any  Collateral  or which would cause any  Collateral  to become  after the
Closing  Date  Excluded  Property  set  forth in clause  (ii) of the  definition
thereof,  except in the  ordinary  course of  business  and in  connection  with
transactions  permitted by the Second Lien Credit  Agreement or as may otherwise
be authorized by the Administrative Agent.


                                       11
<PAGE>

            (b) Such Grantor  shall  maintain the security  interest  created by
this  Agreement as a perfected  security  interest  having at least the priority
described,  and  subject to the  limitations  set forth in Section 4.2 and shall
defend such security  interest and such priority  against the claims and demands
of all Persons.

            (c) Pursuant to Section 6.1(e) of the Second Lien Credit  Agreement,
at the time of  delivery  of annual  financial  statements  with  respect to the
preceding  Fiscal Year (starting with the Fiscal Year ending  December 31, 2008)
pursuant to Section  6.1(c) of the Second Lien Credit  Agreement,  the  Borrower
shall  deliver  to  the  Administrative   Agent  a  certificate  executed  by  a
Responsible  Officer  containing updated Schedules 3, 4, 5, 6, 7, 8 and 9 to any
matter  hereafter  arising that, if existing or occurring at the Closing Date as
of the end of the immediately  preceding month ending at least ten (10) Business
Days  prior  to the date of such  certificate  setting  forth  would  have  been
required to be set forth or described in such  Schedules;  provided that no such
supplement to any such Schedule shall amend,  supplement or otherwise modify any
Loan  Document  or be or be deemed a waiver of any  Default  or Event of Default
resulting  from  the  matters   disclosed   therein  (each  such  certificate  a
"Collateral Update Certificate").

            (d) At any time and from time to time,  upon the written  request of
an Agent and subject to the  limitations  set forth in Section 4.2, such Grantor
shall,  for the purpose of obtaining  or  preserving  the full  benefits of this
Agreement  and of the rights and powers  herein  granted,  (i) promptly and duly
execute and deliver,  and have recorded,  such further  documents,  including an
authorization to file (or, as applicable, the filing) of any financing statement
or amendment under the UCC (or other filings under similar  Requirements of Law)
in effect in any  jurisdiction  with  respect to the security  interest  created
hereby and (ii) take such  further  action as an Agent may  reasonably  request,
including  (A) so long as any Event of Default  exists,  using its  commercially
reasonable  efforts to secure all  approvals  necessary or  appropriate  for the
assignment to or for the benefit of the Administrative  Agent of any Contractual
Obligation,  including  any IP License,  held by such Grantor and to enforce the
security  interests  granted  hereunder  and (B) executing  and  delivering  any
Control  Agreements with respect to deposit accounts and securities  accounts to
the extent required under Section 7.11 of the Second Lien Credit Agreement.

            (e)  If,  at any  time,  the  aggregate  fair  market  value  of the
Collateral  consisting of Vehicles  (other than Vehicles  constituting  Excluded
Property) exceeds $500,000,  the applicable  Grantors shall, if requested by the
Administrative  Agent arrange for the  Administrative  Agent's  second  priority
security  interest to be noted on the  certificate of title of each such Vehicle
and shall file any other necessary  documentation in each  jurisdiction that the
Administrative  Agent shall  reasonably  deem  necessary to perfect its security
interests in such Vehicle.

            (f) Such  Grantor  shall  comply  with the  requirements  of Section
7.10(e)  of  the  Second  Lien  Credit  Agreement   providing  for  delivery  to
Administrative  Agent of a landlord's agreement or bailee letter, as applicable,
from the  lessors of leased  property  or  bailees  with  respect to  warehouse,
processor or converter facility or other locations where Collateral is stored or
located.

            (g) Notwithstanding  anything to the contrary in this Agreement, the
Administrative  Agent may, without the consent of any Secured Party, not require
the Loan Parties to perfect any security interest granted to the  Administrative
Agent as to which the Administrative Agent has determined in its sole discretion
that the collateral  value thereof is


                                       12
<PAGE>

insufficient  to justify  the  difficulty,  time and/or  expense of  obtaining a
perfected security interest therein.

      Section 5.2 Changes in Locations,  Name,  Etc.  Except upon 15 days' prior
written  notice  to the  Administrative  Agent  (or such  shorter  period as the
Administrative  Agent may agree to) and delivery to the Administrative  Agent of
all documents  reasonably  requested by the Administrative Agent to maintain the
validity, perfection and priority of the security interests provided for herein,
no Grantor shall do any of the following:

            (i) permit any inventory or equipment to be kept at a location other
      than those  listed on  Schedule  4, or as to which the Loan  Parties  have
      complied with Section 5.1(f), except for inventory or equipment in transit
      in the ordinary course of business;

            (ii) change its  jurisdiction  of  organization or its location (for
      purposes of the UCC),  in each case from that  referred to in Section 4.3;
      or

            (iii) change its legal name or organizational identification number,
      if any, or corporation,  limited liability  company,  partnership or other
      organizational  structure to such an extent that any  financing  statement
      filed in connection with this Agreement would become misleading.

      Section  5.3  Pledged  Collateral.  (a)  Delivery  of Pledged  Collateral.
Subject  to  Section  3.2(b)  hereof,  such  Grantor  shall (i)  deliver  to the
Administrative  Agent,  in suitable  form for transfer and in form and substance
satisfactory to the Administrative  Agent, (A) all Pledged  Certificated  Stock,
(B) all Pledged Debt Instruments in excess of $50,000 in the aggregate,  and (C)
all  certificates  and instruments  evidencing  Pledged  Investment  Property in
excess  of  $50,000  in the  aggregate  and  (ii)  maintain  all  other  Pledged
Investment  Property  in excess of  $50,000  in the  aggregate  in a  Controlled
Securities  Account;  provided  that,  so long as no Event of Default shall have
occurred  and be  continuing,  the  Administrative  Agent shall,  promptly  upon
request of such Grantor,  make  appropriate  arrangements for making any Pledged
Debt Instruments  pledged by such Grantor available to such Grantor for purposes
of prosecution, collection or renewal.

            (b) Event of Default. During the continuance of an Event of Default,
the Administrative Agent shall have the right, at any time in its discretion and
without notice to the Grantor,  to (i) transfer to or to register in its name or
in the name of its nominees  any Pledged  Collateral  or any Pledged  Investment
Property  and (ii)  exchange  any  certificate  or  instrument  representing  or
evidencing  any  Pledged  Collateral  or any  Pledged  Investment  Property  for
certificates or instruments of smaller or larger denominations.

            (c) Cash Distributions with respect to Pledged Collateral. Except as
provided  in Article  VI,  such  Grantor  shall be  entitled to receive all cash
distributions paid in respect of the Pledged Collateral.

            (d) Voting  Rights.  Except as provided in Article VI, such  Grantor
shall be entitled to exercise all voting,  consent and  corporate,  partnership,
limited  liability  company  and  similar  rights  with  respect to the  Pledged
Collateral;  provided,  however,  that no vote shall be cast,  consent  given or
right  exercised  or other  action  taken by such  Grantor that would impair the
Collateral  that would be  inconsistent  with or result in any  violation of any
provision of any Loan Document.


                                       13
<PAGE>

      Section 5.4 Accounts.

            (a) Such Grantor  shall not,  other than in the  ordinary  course of
business or in a transaction  permitted under the Second Lien Credit  Agreement,
(i) grant any extension of the time of payment of any account,  (ii)  compromise
or settle any  account  for less than the full amount  thereof,  (iii)  release,
wholly or  partially,  any Person  liable for the payment of any  account,  (iv)
allow any credit or discount on any account or (v) amend,  supplement  or modify
any  account in any  manner  that could  materially  adversely  affect the value
thereof.

            (b) If any Event of  Default  has  occurred  and is  continuing  the
Administrative  Agent  shall  have the right to make test  verifications  of the
Accounts  in any manner and  through  any medium  that it  reasonably  considers
advisable, and such Grantor shall furnish all such assistance and information as
the Administrative Agent may reasonably require in connection therewith.  If any
Event of Default has occurred and is continuing, upon the Administrative Agent's
request,  such Grantor  shall cause  independent  public  accountants  or others
satisfactory to the Administrative  Agent to furnish to the Administrative Agent
reports  showing  reconciliations,  aging and test  verifications  of, and trial
balances for, the accounts.

      Section 5.5 Commodity Contracts. Such Grantor shall not have any commodity
contract other than with a Person  reasonably  acceptable to the  Administrative
Agent and subject to a Control Agreement.

      Section 5.6 Delivery of Instruments and Tangible Chattel Paper and Control
of Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper.

            (a)  If  any  amount  in  excess  of  $50,000  payable  under  or in
connection  with  any  Collateral  owned  by such  Grantor  shall  be or  become
evidenced by an instrument or tangible  chattel paper other than such instrument
delivered  in  accordance  with  Section  5.3(a)  and in the  possession  of the
Administrative  Agent, such Grantor shall mark all such instruments and tangible
chattel  paper with the  following  legend:  "This  writing and the  obligations
evidenced or secured  hereby are subject to the  security  interest of CLEARLAKE
CAPITAL  GROUP,  L.P.,  as  Administrative  Agent"  and,  at the  request of the
Administrative Agent, shall promptly deliver such instrument or tangible chattel
paper to the Administrative Agent, duly indorsed in a manner satisfactory to the
Administrative Agent.

            (b) Except  pursuant  to the Second Lien Loan  Documents  and to the
extent permitted under the Second Lien Credit Agreement,  such Grantor shall not
grant "control" (within the meaning of such term under Article 9-106 of the UCC)
over any investment property to any Person other than the Administrative Agent.

            (c) If such  Grantor is or becomes  the  beneficiary  of a letter of
credit  in  excess  of  $50,000  that  is  not a  supporting  obligation  of any
Collateral, such Grantor shall promptly, and in any event within 5 Business Days
after becoming a beneficiary, notify the Administrative Agent thereof and, if so
requested by the  Administrative  Agent, use commercially  reasonable efforts to
enter into a Contractual Obligation with the Administrative Agent, the issuer of
such  letter  of  credit  or  any   nominated   person   with   respect  to  the
letter-of-credit rights under such letter of credit. Such Contractual Obligation
shall assign such  letter-of-credit  rights to the Administrative Agent and such
assignment  shall be  sufficient  to grant  control for the  purposes of Section
9-107  of the UCC (or any  similar  section  under  any  equivalent  UCC).  Such
Contractual  Obligation shall also permit the  Administrative  Agent,  after the
occurrence  and during the


                                       14
<PAGE>

continuance  of an Event of  Default,  to direct all  payments  thereunder  to a
Security Cash Collateral Account.  The provisions of the Contractual  Obligation
shall be in form and substance  reasonably  satisfactory  to the  Administrative
Agent.

            (d)  If  any  amount  in  excess  of  $50,000  payable  under  or in
connection  with  any  Collateral  owned  by such  Grantor  shall  be or  become
evidenced  by  electronic  chattel  paper,  such  Grantor  shall  take all steps
necessary  to grant the  Administrative  Agent  control  of all such  electronic
chattel  paper for the  purposes  of  Section  9-105 of the UCC (or any  similar
section under any equivalent UCC) and all  "transferable  records" as defined in
each of the Uniform Electronic Transactions Act and the Electronic Signatures in
Global and National Commerce Act.

      Section 5.7 Intellectual Property.

            (a)  Within 60 days  after  such  Grantor  acquires  any  Registered
Intellectual  Property,  such Grantor  shall  provide the  Administrative  Agent
notification  thereof and the  short-form  intellectual  property  agreements as
described in this Section 5.7 and other documents that the Administrative  Agent
reasonably requests with respect thereto.

            (b) Such  Grantor  shall  (and  shall  use  commercially  reasonable
efforts to cause all its  licensees  to) (i) (1) continue to use each  Trademark
included  in the  Material  Intellectual  Property  in  order to  maintain  such
Trademark in full force and effect with respect to each class of goods for which
such  Trademark  is  currently  used,  free  from any claim of  abandonment  for
non-use,  (2)  maintain at least the same  standards  of quality of products and
services offered under Trademarks included in the Material Intellectual Property
as are  maintained  as of the date hereof,  (3) use  Trademarks  included in the
Material  Intellectual  Property with the appropriate notice of registration and
all other notices and legends  required by applicable  Requirements  of Law, (4)
not adopt or use any other Trademark that is confusingly  similar or a colorable
imitation of any Trademark included in the Material Intellectual Property unless
the  Administrative  Agent shall  obtain a perfected  security  interest in such
other  Trademark  pursuant to, and subject to the terms and  conditions of, this
Agreement (including without limitation any applicable  qualifications set forth
in  Sections  4.2  and  5.7(e))  and  (ii)  not do any act or omit to do any act
whereby (w) any Trademark included in the Material Intellectual Property (or any
goodwill associated therewith) may become destroyed,  invalidated,  tarnished or
abandoned  in any way,  (x) any Patent  included  in the  Material  Intellectual
Property may become  forfeited,  abandoned  or dedicated to the public,  (y) any
portion of the  Copyrights  included in the Material  Intellectual  Property may
become  invalidated  or fall into the public domain or (z) any Trade Secret that
is included in the Material  Intellectual Property may become publicly available
or otherwise unprotectable,  unless with respect to (i) and (ii) such action may
be otherwise authorized by the Administrative Agent in writing.

            (c) Such Grantor shall notify the  Administrative  Agent promptly if
it knows or has reason to know that any application or registration  relating to
any Material Intellectual Property may become forfeited,  abandoned or dedicated
to the public,  or of any adverse  determination  or  development  regarding the
validity or  enforceability  of or such Grantor's  ownership of, interest in, or
right to use,  register  or maintain  any such  Material  Intellectual  Property
(including the institution of, or any such  determination or development in, any
proceeding  relating to the foregoing in any  Applicable IP Office,  other than,
for the avoidance of doubt,  office actions that arise in the ordinary course of
prosecution  of any  pending  applications  for  patenting  or  registering  any
Material  Intellectual  Property).  Such  Grantor  shall  take all  commercially
reasonable   actions  that  are  necessary  or   reasonably   requested  by  the
Administrative


                                       15
<PAGE>

Agent to maintain and  prosecute  each  application  (and to obtain the relevant
registration or recordation)  and to maintain each  registration and recordation
included in the  Material  Intellectual  Property,  except as may  otherwise  be
authorized by the Administrative Agent in writing.

            (d) Such  Grantor  shall  not  knowingly  infringe,  misappropriate,
dilute or violate the  Intellectual  Property of any other Person.  In the event
that  any  Material  Intellectual  Property  of  such  Grantor  is or  has  been
infringed,  misappropriated,  violated or diluted by a third party, such Grantor
shall  take  such  action  as  it  reasonably   deems   appropriate   under  the
circumstances  in  response  thereto,   including  promptly  bringing  suit  and
recovering all damages therefor.

            (e) Such  Grantor  shall  execute and deliver to the  Administrative
Agent in form and substance  reasonably  acceptable to the Administrative  Agent
the short-form  intellectual  property security  agreements in the form attached
hereto  as  Annex 3,  and  such  other  documents  suitable  for  filing  in the
Applicable IP Office as may be reasonably requested by the Administrative Agent,
for all Registered Intellectual Property acquired by such Grantor after the date
hereof in which a security interest may be perfected under applicable law.

      Section 5.8 Notices. Such Grantor shall promptly notify the Administrative
Agent in  writing of its  acquisition  of any  material  interest  hereafter  in
property (other than  Intellectual  Property) that is of a type where a security
interest  or lien must be or may be  registered,  recorded  or filed  under,  or
notice thereof given under, any federal statute or regulation.

      Section 5.9 Notice of Commercial Tort Claims. Such Grantor agrees that, if
it shall  acquire any  interest in any  commercial  tort claim with an aggregate
value in excess  of  $50,000  (whether  from  another  Person  or  because  such
commercial tort claim shall have come into  existence),  (i) such Grantor shall,
promptly upon such  acquisition,  deliver to the  Administrative  Agent, in each
case in form and substance reasonably  satisfactory to the Administrative Agent,
a notice  of the  existence  and  nature  of such  commercial  tort  claim and a
supplement to Schedule 1 containing a specific  description  of such  commercial
tort claim, (ii) Section 3.1 shall apply to such commercial tort claim and (iii)
such Grantor shall execute and deliver to the Administrative Agent, in each case
in form and substance reasonably  satisfactory to the Administrative  Agent, any
document,  and take all other action,  deemed by the Administrative  Agent to be
reasonably  necessary for the  Administrative  Agent to obtain, on behalf of the
Lenders, a perfected security interest having at least the priority set forth in
Section 4.2 in all such  commercial  tort claims.  Any  supplement to Schedule 1
delivered  pursuant to this Section 5.9 shall,  after the receipt thereof by the
Administrative Agent, become part of Schedule 1 for all purposes hereunder other
than in respect of representations and warranties made prior to the date of such
receipt.

      Section 5.10  Compliance with Second Lien Credit  Agreement.  Such Grantor
agrees to comply with all covenants and other provisions  applicable to it under
the Second Lien Credit Agreement,  including Sections 2.17 (Taxes),  11.3 (Costs
and Expenses)  and 11.4  (Indemnities)  of the Second Lien Credit  Agreement and
agrees to the same  submission to jurisdiction as that agreed to by the Borrower
in the Second Lien Credit Agreement.


                                       16
<PAGE>

                                   ARTICLE VI

                               REMEDIAL PROVISIONS

      Section 6.1 Code and Other Remedies.

            (a) UCC Remedies.  During the existence and  continuance of an Event
of Default,  the  Administrative  Agent may  exercise,  in addition to all other
rights and remedies  granted to it in this Agreement and in any other instrument
or agreement  securing,  evidencing or relating to any Secured  Obligation,  all
rights and  remedies of a secured  party  under the UCC or any other  applicable
law.

            (b)  Disposition of Collateral.  Without  limiting the generality of
the foregoing,  the  Administrative  Agent may, without demand of performance or
other demand, presentment,  protest, advertisement or notice of any kind (except
any notice  required  by law  referred  to below) to or upon any  Grantor or any
other  Person  (all and  each of which  demands,  defenses,  advertisements  and
notices are hereby waived to the maximum  extent  permitted by  Requirements  of
Law),  during the existence and continuance of any Event of Default  (personally
or through  its agents or  attorneys),  (i) enter  upon the  premises  where any
Collateral is located,  without any obligation to pay rent,  through  self-help,
without judicial process, without first obtaining a final judgment or giving any
Grantor  or  any  other  Person  notice  or  opportunity  for a  hearing  on the
Administrative Agent's claim or action, (ii) collect,  receive,  appropriate and
realize upon any Collateral and (iii) Sell,  grant option or options to purchase
and deliver any Collateral (enter into Contractual  Obligations to do any of the
foregoing),  in one or more parcels at public or private  sale or sales,  at any
exchange,  broker's  board or office of any Secured Party or elsewhere upon such
terms and  conditions as it may deem advisable and at such prices as it may deem
best,  for cash or on credit or for future  delivery  without  assumption of any
credit risk. The Administrative Agent shall have the right, upon any such public
sale or sales  and,  to the  extent  permitted  by the UCC and other  applicable
Requirements  of Law,  upon any such private  sale, to purchase the whole or any
part of the Collateral so sold, free of any right or equity of redemption of any
Grantor,  which  right or equity is hereby  waived  and  released  to the extent
permitted by Requirements of Law.

            (c) Management of the Collateral. Each Grantor further agrees, that,
during  the  existence  and  continuance  of any  Event of  Default,  (i) at the
Administrative  Agent's  request,  it shall  assemble the Collateral and make it
available to the Administrative  Agent at places that the  Administrative  Agent
shall reasonably select,  whether at such Grantor's premises or elsewhere,  (ii)
without limiting the foregoing,  the Administrative  Agent also has the right to
require that each Grantor store and keep any Collateral  pending  further action
by the Administrative Agent and, while any such Collateral is so stored or kept,
take such  actions as shall be necessary to protect the same and to preserve and
maintain such Collateral in good condition, (iii) until the Administrative Agent
is able to Sell any Collateral, the Administrative Agent shall have the right to
hold or use such  Collateral  to the extent  that it deems  appropriate  for the
purpose  of  preserving  the  Collateral  or its value or for any other  purpose
deemed appropriate by the Administrative Agent and (iv) the Administrative Agent
may,  if it so elects,  seek the  appointment  of a  receiver  or keeper to take
possession of any  Collateral and to enforce any of the  Administrative  Agent's
remedies  (for  the  benefit  of the  Secured  Parties),  with  respect  to such
appointment  without  prior  notice  or  hearing  as to  such  appointment.  The
Administrative Agent shall not have any obligation to any Grantor to maintain or
preserve the rights of any Grantor as


                                       17
<PAGE>

against third parties with respect to any Collateral while such Collateral is in
the possession of the Administrative Agent.

            (d) Application of Proceeds.  The  Administrative  Agent shall apply
the cash proceeds of any action taken by it pursuant to this Section 6.1,  after
deducting all reasonable costs and expenses of every kind incurred in connection
therewith or incidental to the care or  safekeeping  of any Collateral or in any
way relating to the Collateral or the rights of the Administrative Agent and any
other  Secured  Party  hereunder,   including  reasonable  attorneys'  fees  and
disbursements, to the payment in whole or in part of the Secured Obligations, as
set forth in the Second Lien Credit  Agreement,  and only after such application
and after the payment by the  Administrative  Agent of any other amount required
by any  Requirement  of Law,  need  the  Administrative  Agent  account  for the
surplus, if any, to any Grantor.

            (e) Direct  Obligation.  Neither  the  Administrative  Agent nor any
other  Secured  Party shall be required  to make any demand  upon,  or pursue or
exhaust any right or remedy  against,  any Grantor,  any other Loan Party or any
other  Person  with  respect to the payment of the  Obligations  or to pursue or
exhaust  any right or remedy  with  respect to any  Collateral  therefor  or any
direct or  indirect  guaranty  thereof.  All of the rights and  remedies  of the
Administrative  Agent and any other Secured Party under any Loan Document  shall
be cumulative,  may be exercised  individually or concurrently and not exclusive
of any other  rights or  remedies  provided  by any  Requirement  of Law. To the
extent it may lawfully do so, each Grantor absolutely and irrevocably waives and
relinquishes  the benefit and advantage of, and covenants not to assert  against
the  Administrative  Agent or any Lender,  any  valuation,  stay,  appraisement,
extension,  redemption or similar laws and any and all rights or defenses it may
have as a surety, now or hereafter existing, arising out of the exercise by them
of any rights  hereunder.  If any notice of a proposed sale or other disposition
of any  Collateral  shall be  required  by law,  such  notice  shall  be  deemed
reasonable  and  proper  if given at least  10 days  before  such  sale or other
disposition.

            (f)   Commercially   Reasonable.   To  the  extent  that  applicable
Requirements  of Law  impose  duties  on the  Administrative  Agent to  exercise
remedies in a commercially  reasonable  manner,  each Grantor  acknowledges  and
agrees that it is not commercially  unreasonable for the Administrative Agent to
do any of the following  after the occurrence  and during the  continuance of an
Event of Default:

            (i) fail to incur significant  costs,  expenses or other Liabilities
      reasonably  deemed  as such by the  Administrative  Agent to  prepare  any
      Collateral  for  disposition or otherwise to complete raw material or work
      in process into finished goods or other finished products for disposition;

            (ii) fail to obtain Permits,  or other  consents,  for access to any
      Collateral to Sell or for the collection or Sale of any Collateral, or, if
      not required by other Requirements of Law, fail to obtain Permits or other
      consents for the collection or disposition of any Collateral;

            (iii) fail to exercise  remedies  against  account  debtors or other
      Persons  obligated on any  Collateral or to remove Liens on any Collateral
      or to remove any adverse claims against any Collateral;


                                       18
<PAGE>

            (iv) advertise  dispositions of any Collateral through  publications
      or media of general  circulation,  whether or not such  Collateral is of a
      specialized nature or to contact other Persons, whether or not in the same
      business as any Grantor, for expressions of interest in acquiring any such
      Collateral;

            (v) exercise  collection  remedies against account debtors and other
      Persons  obligated  on any  Collateral,  directly  or  through  the use of
      collection  agencies  or other  collection  specialists,  hire one or more
      professional  auctioneers to assist in the  disposition of any Collateral,
      whether  or not such  Collateral  is of a  specialized  nature  or, to the
      extent deemed appropriate by the Administrative Agent, obtain the services
      of other brokers, investment bankers,  consultants and other professionals
      to assist the Administrative Agent in the collection or disposition of any
      Collateral,  or utilize  Internet  sites that  provide  for the auction of
      assets of the types included in the Collateral or that have the reasonable
      capacity  of doing so,  or that  match  buyers  and  sellers  of assets to
      dispose of any Collateral;

            (vi) dispose of assets in wholesale rather than retail markets;

            (vii) disclaim disposition warranties,  such as title, possession or
      quiet enjoyment; or

            (viii)  purchase  insurance  or credit  enhancements  to insure  the
      Administrative  Agent against risks of loss,  collection or disposition of
      any  Collateral  or to provide to the  Administrative  Agent a  guaranteed
      return from the collection or disposition of any Collateral.

Each Grantor  acknowledges  that the purpose of this Section 6.1 is to provide a
non-exhaustive  list of actions or omissions  that are  commercially  reasonable
when  exercising  remedies  against  any  Collateral  and that other  actions or
omissions by the Secured Parties shall not be deemed  commercially  unreasonable
solely on account of not being indicated in this Section 6.1. Without limitation
upon the foregoing,  nothing contained in this Section 6.1 shall be construed to
grant any rights to any  Grantor  or to impose any duties on the  Administrative
Agent that  would not have been  granted  or  imposed  by this  Agreement  or by
applicable Requirements of Law in the absence of this Section 6.1.

            (g) IP  Licenses.  For the  purpose of enabling  the  Administrative
Agent to exercise rights and remedies under this Section 6.1 (including in order
to take possession of, collect, receive, assemble, process, appropriate, remove,
realize  upon,  Sell or grant  options  to  purchase  any  Collateral)  upon the
occurrence  and during the  continuance  of an Event of  Default,  each  Grantor
hereby  grants to the  Administrative  Agent,  for the  benefit  of the  Secured
Parties,  (i)  an  irrevocable,  nonexclusive,  worldwide  license  (exercisable
without  payment  of  royalty  or  other  compensation  to  such  Grantor,   but
exercisable  only upon the occurrence and during the  continuance of an Event of
Default),  including in such license the right to  sublicense,  use and practice
any  Intellectual  Property now owned or hereafter  acquired by such Grantor and
access to all media in which any of the licensed items may be recorded or stored
and to all Software and programs used for the  compilation  or printout  thereof
and (ii) an irrevocable  license (without payment of rent or other  compensation
to  such  Grantor),  exercisable  only  upon  the  occurrences  and  during  the
continuance of an Event of Default, to use, operate and occupy all Real Property
owned, operated, leased, subleased or otherwise occupied by such Grantor.


                                       19
<PAGE>

      Section 6.2 Accounts and Payments in Respect of General Intangibles.

            (a) In  addition  to,  and  not in  substitution  for,  any  similar
requirement   in  the  Second  Lien  Credit   Agreement,   if  required  by  the
Administrative  Agent at any time during the  existence  and  continuance  of an
Event of  Default,  any  payment  of  accounts  or payment in respect of general
intangibles,  when  collected by any  Grantor,  shall be promptly  (and,  in any
event,  within 5  Business  Days)  deposited  by such  Grantor in the exact form
received,  duly  indorsed  by such  Grantor to the  Administrative  Agent,  in a
Security Cash Collateral  Account,  subject to withdrawal by the  Administrative
Agent as provided in Section 6.4.  Until so turned over,  such payment  shall be
held by such  Grantor in trust for the  Administrative  Agent,  segregated  from
other funds of such  Grantor.  Each such  deposit of  proceeds  of accounts  and
payments  in respect of general  intangibles  shall be  accompanied  by a report
identifying in reasonable  detail the nature and source of the payments included
in the deposit.

            (b) At any time during the existence and  continuance of an Event of
Default:

            (i) each Grantor shall,  upon the  Administrative  Agent's  request,
      deliver  to the  Administrative  Agent all  original  and other  documents
      evidencing,  and relating to, the Contractual Obligations and transactions
      that gave  rise to any  account  or any  payment  in  respect  of  general
      intangibles, including all original orders, invoices and shipping receipts
      and notify account debtors that the accounts or general  intangibles  have
      been collaterally  assigned to the Administrative  Agent and that payments
      in respect thereof shall be made directly to the Administrative Agent;

            (ii) the  Administrative  Agent  may,  without  notice,  at any time
      during the  continuance  of an Event of Default,  limit or  terminate  the
      authority  of a Grantor  to collect  its  accounts  or  amounts  due under
      general  intangibles or any thereof and, in its own name or in the name of
      others,  communicate  with  account  debtors  to  verify  with them to the
      Administrative Agent's satisfaction the existence, amount and terms of any
      account or amounts  due under any general  intangible.  In  addition,  the
      Administrative Agent may at any time during the continuance of an Event of
      Default  enforce such Grantor's  rights  against such account  debtors and
      obligors of general intangibles; and

            (iii) each Grantor shall take all actions, deliver all documents and
      provide  all  information   necessary  or  reasonably   requested  by  the
      Administrative Agent to ensure any Internet Domain Name is registered.

            (c) Anything  herein to the contrary  notwithstanding,  each Grantor
shall  remain  liable  under each account and each payment in respect of general
intangibles  to observe and perform all the  conditions  and  obligations  to be
observed and performed by it thereunder, all in accordance with the terms of any
agreement  giving rise thereto.  No Secured  Party shall have any  obligation or
liability under any agreement  giving rise to an account or a payment in respect
of a general  intangible by reason of or arising out of any Loan Document or the
receipt by any Secured  Party of any  payment  relating  thereto,  nor shall any
Secured  Party be  obligated  in any manner to  perform  any  obligation  of any
Grantor  under or  pursuant  to any  agreement  giving  rise to an  account or a
payment in respect of a general  intangible,  to make any  payment,  to make any
inquiry as to the nature or the sufficiency of any payment  received by it or as
to the  sufficiency of any  performance by any party  thereunder,  to present or
file any claim,  to take any action to enforce any performance or to collect the
payment of any amounts  that may have been  assigned to it or to which it may be
entitled at any time or times.


                                       20
<PAGE>

      Section 6.3 Pledged Collateral.

            (a) Voting Rights.  During the existence and continuance of an Event
of Default,  upon notice by the Administrative  Agent to the relevant Grantor or
Grantors,  the Administrative  Agent or its nominee may exercise (A) any voting,
consent,  corporate and other right pertaining to the Pledged  Collateral at any
meeting  of  shareholders,  partners  or  members,  as the case  may be,  of the
relevant issuer or issuers of Pledged  Collateral or otherwise and (B) any right
of  conversion,  exchange and  subscription  and any other  right,  privilege or
option  pertaining to the Pledged  Collateral  as if it were the absolute  owner
thereof  (including  the  right  to  exchange  at  its  discretion  any  Pledged
Collateral  upon  the  merger,  amalgamation,   consolidation,   reorganization,
recapitalization  or other  fundamental  change in the  corporate or  equivalent
structure of any issuer of Pledged  Stock,  the right to deposit and deliver any
Pledged Collateral with any committee,  depositary, transfer agent, registrar or
other  designated  agency upon such terms and  conditions as the  Administrative
Agent may  determine),  all without  liability  except to account  for  property
actually received by it; provided,  however, that the Administrative Agent shall
have no duty to any Grantor to exercise any such right,  privilege or option and
shall not be responsible for any failure to do so or delay in so doing.

            (b) Proxies. In order to permit the Administrative Agent to exercise
the voting and other  consensual  rights  that it may be  entitled  to  exercise
pursuant hereto and to receive all dividends and other distributions that it may
be entitled to receive  hereunder,  (i) each Grantor shall promptly  execute and
deliver (or cause to be executed and delivered) to the Administrative  Agent all
such  proxies,   dividend   payment   orders  and  other   instruments   as  the
Administrative  Agent  may  from  time  to time  reasonably  request  (upon  the
occurrence  and during the  continuance of an Event of Default) and (ii) without
limiting  the effect of clause  (i) above,  such  Grantor  hereby  grants to the
Administrative Agent an irrevocable proxy to vote all or any part of the Pledged
Collateral and to exercise all other rights, powers,  privileges and remedies to
which a holder of the Pledged Collateral would be entitled  (including giving or
withholding  written consents of shareholders,  partners or members, as the case
may be, calling special  meetings of shareholders,  partners or members,  as the
case may be, and  voting at such  meetings),  which  proxy  shall be  effective,
automatically and without the necessity of any action (including any transfer of
any Pledged  Collateral on the record books of the issuer  thereof) by any other
person (including the issuer of such Pledged  Collateral or any officer or agent
thereof)  during the existence and  continuance of an Event of Default and which
proxy shall only terminate  upon the payment in full of the Secured  Obligations
(other than contingent indemnification obligations as to which no claim has been
asserted).

            (c)   Authorization  of  Issuers.   Each  Grantor  hereby  expressly
irrevocably authorizes and instructs, without any further instructions from such
Grantor, each issuer of any Pledged Collateral pledged hereunder by such Grantor
to (i) comply with any instruction  received by it from the Administrative Agent
in writing that states that an Event of Default  exists and is continuing and is
otherwise in accordance with the terms of this Agreement and each Grantor agrees
that such issuer shall be fully protected from Liabilities to such Grantor in so
complying and (ii) upon the occurrence and during the continuance of an Event of
Default,  pay any dividend or make any other payment with respect to the Pledged
Collateral directly to the Administrative Agent.

      Section  6.4  Proceeds  to be  Turned  Over to and Held by  Administrative
Agent.  Unless otherwise  expressly provided in the Second Lien Credit Agreement
or this Agreement, upon the occurrence and during the continuance of an Event of
Default,  all proceeds of any


                                       21
<PAGE>

Collateral  received by any Grantor  hereunder in cash or Cash Equivalents shall
be held by such  Grantor  in trust  for the  Administrative  Agent and the other
Secured  Parties,  segregated  from  other  funds of such  Grantor,  and  shall,
promptly upon receipt by any Grantor, be turned over to the Administrative Agent
in the exact form received (with any necessary  endorsement).  All such proceeds
of  Collateral  and  any  other  proceeds  of  any  Collateral  received  by the
Administrative  Agent  in  cash  or  Cash  Equivalents  shall  be  held  by  the
Administrative  Agent in a Security Cash Collateral Account.  All proceeds being
held by the  Administrative  Agent in a Security Cash Collateral  Account (or by
such Grantor in trust for the Administrative Agent) shall continue to be held as
collateral security for the Secured Obligations and shall not constitute payment
thereof until applied as provided in the Second Lien Credit Agreement.

      Section 6.5 Private Sales.

            (a) Each Grantor  recognizes  that the  Administrative  Agent may be
unable to effect a public  sale of any Pledged  Collateral  by reason of certain
prohibitions  contained in the Securities  Act and  applicable  state or foreign
securities   laws  or  otherwise  or  may  determine   that  a  public  sale  is
impracticable,  not desirable or not commercially  reasonable and,  accordingly,
may  resort  to one or more  private  sales  thereof  to a  restricted  group of
purchasers that shall be obliged to agree,  among other things,  to acquire such
securities  for  their own  account  for  investment  and not with a view to the
distribution or resale thereof.  Each Grantor  acknowledges  and agrees that any
such  private sale may result in prices and other terms less  favorable  than if
such sale were a public sale and,  notwithstanding  such  circumstances,  agrees
that any such private  sale shall be deemed to have been made in a  commercially
reasonable  manner.  The  Administrative  Agent shall be under no  obligation to
delay a sale of any  Pledged  Collateral  for the  period of time  necessary  to
permit the issuer thereof to register such  securities for public sale under the
Securities Act or under  applicable  state  securities  laws even if such issuer
would agree to do so.

            (b) Each Grantor agrees to use its best efforts to do or cause to be
done all such other acts as may be  necessary  to make such sale or sales of any
portion of the Pledged Collateral pursuant to this Section 6.5 valid and binding
and in compliance with all applicable  Requirements of Law. Each Grantor further
agrees that a breach of any  covenant  contained  in this Section 6.5 will cause
irreparable injury to the Administrative  Agent and other Secured Parties,  that
the  Administrative  Agent and the other Secured Parties have no adequate remedy
at law in respect of such  breach  and,  as a  consequence,  that each and every
covenant contained in this Section 6.5 shall be specifically enforceable against
such  Grantor,  and such  Grantor  hereby  waives  and  agrees not to assert any
defense against an action for specific  performance of such covenants except for
a defense  that no Event of Default  has  occurred  under the Second Lien Credit
Agreement.

      Section  6.6  Deficiency.   Each  Grantor  shall  remain  liable  for  any
deficiency if the proceeds of any sale or other  disposition  of any  Collateral
are insufficient to pay the Secured  Obligations and the fees and  disbursements
of any attorney employed by the Administrative  Agent or any other Secured Party
to collect such deficiency.


                                       22
<PAGE>

                                  ARTICLE VII

                            THE ADMINISTRATIVE AGENT

      Section 7.1 Administrative Agent's Appointment as Attorney-in-Fact.

            (a) Each Grantor  hereby  irrevocably  constitutes  and appoints the
Administrative  Agent  and any  Related  Person  thereof,  with  full  power  of
substitution,  as its true and  lawful  attorney-in-fact  with full  irrevocable
power and  authority  in the place and stead of such  Grantor and in the name of
such  Grantor or in its own name,  for the purpose of carrying  out the terms of
the Loan Documents,  to take any appropriate  action and to execute any document
or instrument  that may be necessary or desirable to accomplish  the purposes of
the Loan Documents  following the  occurrence  and during the  continuance of an
Event of Default,  and, without  limiting the generality of the foregoing,  each
Grantor hereby gives the Administrative  Agent and its Related Persons the power
and  right,  on  behalf  of such  Grantor,  without  notice to or assent by such
Grantor,  to do any of the  following  when an Event of  Default  exists  and is
continuing (as at any time with respect to clause (ii) below):

            (i) in the name of such Grantor, in its own name or otherwise,  take
      possession of and indorse and collect any check,  draft, note,  acceptance
      or other  instrument  for the  payment of moneys due under any  account or
      general  intangible or with respect to any other  Collateral  and file any
      claim or take any other action or proceeding in any court of law or equity
      or  otherwise  deemed  appropriate  by the  Administrative  Agent  for the
      purpose of  collecting  any such  moneys due under any  account or general
      intangible or with respect to any other Collateral whenever payable;

            (ii) in the case of any  Intellectual  Property  that is part of the
      Collateral,  execute,  deliver and have  recorded  any  document  that the
      Administrative Agent may request to evidence,  effect, publicize or record
      the Administrative Agent's security interest in such Intellectual Property
      and the goodwill and general  intangibles of such Grantor relating thereto
      or represented thereby;

            (iii)  pay or  discharge  taxes  and  Liens  levied  or placed on or
      threatened against any Collateral,  effect any repair or pay any insurance
      called for by the terms of the Second Lien Credit Agreement (including all
      or any part of the premiums therefor and the costs thereof);

            (iv) execute,  in  connection  with any sale provided for in Section
      6.1 or Section  6.5,  any  document to effect or  otherwise  necessary  or
      appropriate in relation to evidence the Sale of any Collateral; or

            (v) (A) direct any party liable for any payment under any Collateral
      to make payment of any moneys due or to become due thereunder  directly to
      the Administrative  Agent or as the Administrative Agent shall direct, (B)
      ask or demand for, and collect and receive payment of and receipt for, any
      moneys,  claims  and other  amounts  due or to  become  due at any time in
      respect of or arising  out of any  Collateral,  (C) sign and  indorse  any
      invoice,  freight or express  bill,  bill of lading,  storage or warehouse
      receipt, draft against debtors, assignment, verification, notice and other
      document in connection with any Collateral, (D) commence and prosecute any
      suit,  action or  proceeding at law or in equity in any court of competent
      jurisdiction  to collect any  Collateral and to enforce any


                                       23
<PAGE>

      other right in respect of any Collateral,  (E) defend any actions,  suits,
      proceedings,  audits, claims,  demands, orders or disputes brought against
      such Grantor with respect to any  Collateral,  (F) settle,  compromise  or
      adjust any such actions,  suits,  proceedings,  audits,  claims,  demands,
      orders or disputes and, in connection  therewith,  give such discharges or
      releases as the Administrative Agent may deem appropriate,  (G) assign, to
      the extent permissible, any Intellectual Property owned by the Grantors or
      any IP Licenses  of the  Grantors  throughout  the world on such terms and
      conditions  and in such  manner as the  Administrative  Agent shall in its
      sole  discretion  determine,  including  the  execution  and filing of any
      document  necessary  to  effectuate  or  record  such  assignment  and (H)
      generally,  Sell,  grant a Lien on, make any  Contractual  Obligation with
      respect to and otherwise deal with, any Collateral as fully and completely
      as though the Administrative Agent were the absolute owner thereof for all
      purposes and do, at the Administrative Agent's option, at any time or from
      time to time,  all acts and things  that the  Administrative  Agent  deems
      necessary  to protect,  preserve or realize  upon any  Collateral  and the
      Secured Parties'  security  interests  therein and to effect the intent of
      the Loan Documents, all as fully and effectively as such Grantor might do.

            (b) If any Grantor  fails to perform or comply with any  Contractual
Obligation  contained  herein,  the  Administrative  Agent,  at its option,  but
without any  obligation  so to do, may  perform or comply,  or  otherwise  cause
performance or compliance, with such Contractual Obligation.

            (c) The expenses of the Administrative  Agent incurred in connection
with actions  undertaken as provided in this Section 7.1, together with interest
thereon at a rate set forth in Section 2.9  (Interest) of the Second Lien Credit
Agreement,  from the date of  payment  by the  Administrative  Agent to the date
reimbursed  by the  relevant  Grantor,  shall be payable by such  Grantor to the
Administrative Agent on demand.

            (d) Each  Grantor  hereby  ratifies  all that said  attorneys  shall
lawfully  do or cause to be done by  virtue of this  Section  7.1.  All  powers,
authorizations  and  agencies  contained in this  Agreement  are coupled with an
interest and are irrevocable until this Agreement is terminated and the security
interests created hereby are released.

      Section 7.2  Authorization  to File  Financing  Statements.  Each  Grantor
authorizes the  Administrative  Agent and its Related  Persons,  at any time and
from time to time, to file or record financing  statements,  amendments thereto,
and other  filing or  recording  documents  or  instruments  with respect to any
Collateral  in  such  form  and in  such  offices  as the  Administrative  Agent
reasonably  determines  appropriate  to perfect the  security  interests  of the
Administrative  Agent under this  Agreement,  and such financing  statements and
amendments  may describe the  Collateral  covered  thereby as "all assets of the
debtor".  A  photographic  or  other  reproduction  of this  Agreement  shall be
sufficient  as a financing  statement or other  filing or recording  document or
instrument for filing or recording in any jurisdiction. Such Grantor also hereby
ratifies  its  authorization  for the  Administrative  Agent to have  filed  any
initial financing statement or amendment thereto under the UCC (or other similar
laws) in effect in any jurisdiction if filed prior to the date hereof.

      Section 7.3 Authority of Administrative  Agent. Each Grantor  acknowledges
that the rights and  responsibilities  of the  Administrative  Agent  under this
Agreement  with respect to any action taken by the  Administrative  Agent or the
exercise or  non-exercise  by the  Administrative  Agent of any  option,  voting
right,  request,  judgment  or other  right or  remedy  provided  for  herein


                                       24
<PAGE>

or  resulting  or  arising  out  of  this  Agreement   shall,   as  between  the
Administrative  Agent and the other Secured  Parties,  be governed by the Second
Lien Credit  Agreement and by such other  agreements with respect thereto as may
exist from time to time among them, but, as between the Administrative Agent and
the Grantors,  the  Administrative  Agent shall be  conclusively  presumed to be
acting as agent for the Secured  Parties with full and valid authority so to act
or  refrain  from  acting,  and no  Grantor  shall be under  any  obligation  or
entitlement to make any inquiry respecting such authority.

      Section 7.4 Duty; Obligations and Liabilities.

            (a) Duty of Administrative  Agent. The  Administrative  Agent's sole
duty with respect to the custody,  safekeeping and physical  preservation of the
Collateral in its possession  shall be to deal with it in the same manner as the
Administrative Agent deals with similar property for its own account. The powers
conferred  on the  Administrative  Agent  hereunder  are solely to  protect  the
Administrative  Agent's interest in the Collateral and shall not impose any duty
upon the  Administrative  Agent to exercise any such powers.  The Administrative
Agent shall be accountable  only for amounts that it receives as a result of the
exercise of such powers,  and neither it nor any of its Related Persons shall be
responsible to any Grantor for any act or failure to act  hereunder,  except for
their own gross  negligence  or willful  misconduct  as finally  determined by a
court of competent jurisdiction. In addition, the Administrative Agent shall not
be liable or responsible  for any loss or damage to any  Collateral,  or for any
diminution  in the  value  thereof,  by  reason  of the act or  omission  of any
warehousemen,  carrier,  forwarding  agency,  consignee  or other bailee if such
Person has been selected by the Administrative Agent in good faith.

            (b)  Obligations  and  Liabilities  with respect to  Collateral.  No
Secured  Party and no Related  Person  thereof  shall be liable  for  failure to
demand,  collect or realize upon any  Collateral or for any delay in doing so or
shall be under any  obligation  to sell or otherwise  dispose of any  Collateral
upon the request of any Grantor or any other  Person or to take any other action
whatsoever  with  regard  to  any  Collateral.   The  powers  conferred  on  the
Administrative  Agent hereunder shall not impose any duty upon any other Secured
Party  to  exercise  any  such  powers.  The  other  Secured  Parties  shall  be
accountable  only for  amounts  that they  actually  receive  as a result of the
exercise of such powers, and neither they nor any of their respective  officers,
directors,  employees or agents shall be  responsible to any Grantor for any act
or failure to act  hereunder,  except for their own gross  negligence or willful
misconduct as finally determined by a court of competent jurisdiction.

                                  ARTICLE VIII

                                  MISCELLANEOUS

      Section 8.1  Reinstatement.  Each Grantor agrees that, if any payment made
by any Loan Party or other Person and applied to the Secured  Obligations  is at
any time annulled,  avoided, set aside, rescinded,  invalidated,  declared to be
fraudulent or  preferential or otherwise  required to be refunded or repaid,  or
the proceeds of any  Collateral are required to be returned by any Secured Party
to such Loan Party, its estate, trustee,  receiver or any other party, including
any Grantor,  under any  bankruptcy  law,  state or federal  law,  common law or
equitable cause,  then, to the extent of such payment or repayment,  any Lien or
other  Collateral  securing such liability shall be and remain in full force and
effect, as fully as if such payment had never been made. If, prior to any of the
foregoing,  (a) any Lien or other Collateral  securing such Grantor's  liability


                                       25
<PAGE>

hereunder  shall have been  released or terminated by virtue of the foregoing or
(b)  any  provision  of the  Guaranty  hereunder  shall  have  been  terminated,
cancelled or  surrendered,  such Lien,  other  Collateral or provision  shall be
reinstated  in full  force  and  effect  and such  prior  release,  termination,
cancellation  or surrender  shall not diminish,  release,  discharge,  impair or
otherwise  affect the  obligations of any such Grantor in respect of any Lien or
other Collateral securing such obligation or the amount of such payment.

      Section 8.2 Release of Collateral.

            (a) At the  time  provided  in  clause  (b)(iii)  of  Section  10.10
(Release of Collateral or Guarantors) of the Second Lien Credit  Agreement,  the
Collateral shall be released from the Lien created hereby and this Agreement and
all obligations  (other than those expressly stated to survive such termination)
of the  Administrative  Agent and each Grantor  hereunder shall  terminate,  all
without  delivery of any instrument or performance of any act by any party,  and
all rights to the  Collateral  shall  revert to the  Grantors.  Each  Grantor is
hereby authorized to file UCC amendments at such time evidencing the termination
of the Liens so  released.  At the  request of any  Grantor  following  any such
termination,  the  Administrative  Agent  shall  deliver  to  such  Grantor  any
Collateral  of such  Grantor  held by the  Administrative  Agent  hereunder  and
execute  and  deliver to such  Grantor  such  documents  as such  Grantor  shall
reasonably request to evidence such termination.

            (b) If the  Administrative  Agent  shall be  directed  or  permitted
pursuant  to clause (i) or (ii) of Section  10.10(b)  of the Second  Lien Credit
Agreement  to  release  any Lien or any  Collateral,  such  Collateral  shall be
released from the Lien created hereby to the extent provided under,  and subject
to the  terms  and  conditions  set  forth in,  such  clauses  (i) and (ii).  In
connection  therewith,  the Administrative Agent, at the request of any Grantor,
shall  execute and deliver to such Grantor such  documents as such Grantor shall
reasonably request to evidence such release.

            (c) At the time  provided  in Section  10.10(a)  of the Second  Lien
Credit Agreement and at the request of the Borrower, a Grantor shall be released
from its  obligations  hereunder  in the event that all the  Securities  of such
Grantor  shall be Sold to any  Person  in a  transaction  permitted  by the Loan
Documents.  In connection  therewith,  the Administrative Agent, upon receipt of
reasonable  advance  notice from any  Grantor,  shall  execute and deliver  such
documents as such Grantor shall reasonably request to evidence such release.

      Section 8.3  Independent  Obligations.  The  obligations  of each  Grantor
hereunder are  independent of and separate from the Secured  Obligations and the
Guaranteed Obligations of each other Grantor. Upon the occurrence and during the
continuance of any Event of Default,  the Administrative  Agent may, at its sole
election,  proceed directly and at once, without notice, against any Grantor and
any Collateral to collect and recover the full amount of any Secured  Obligation
or Guaranteed  Obligation then due, without first  proceeding  against any other
Grantor,  any other Loan Party or any other Collateral and without first joining
any other Grantor or any other Loan Party in any proceeding.

      Section 8.4 No Waiver by Course of Conduct.  No Secured Party shall by any
act (except by a written instrument pursuant to Section 8.6), delay, indulgence,
omission or otherwise be deemed to have waived any right or remedy  hereunder or
to have  acquiesced in any Default or Event of Default.  No failure to exercise,
nor any delay in exercising,  on the part of any Secured Party, any right, power
or privilege  hereunder shall operate as a waiver thereof.  No single or


                                       26
<PAGE>

partial exercise of any right,  power or privilege  hereunder shall preclude any
other or further exercise  thereof or the exercise of any other right,  power or
privilege. A waiver by any Secured Party of any right or remedy hereunder on any
one  occasion  shall not be  construed as a bar to any right or remedy that such
Secured Party would otherwise have on any future occasion.

      Section 8.5 Amendments in Writing. None of the terms or provisions of this
Agreement may be waived,  amended,  supplemented or otherwise modified except in
accordance  with  Section  11.1 of the Second Lien Credit  Agreement;  provided,
however,  that annexes to this  Agreement may be  supplemented  (but no existing
provisions  may be modified and no Collateral  may be released)  through  Pledge
Amendments  and Joinder  Agreements,  in  substantially  the form of Annex 1 and
Annex 2, respectively,  in each case duly executed by the  Administrative  Agent
and each Grantor directly affected thereby.

      Section 8.6 Additional Grantors; Additional Pledged Collateral.

            (a)  Joinder  Agreements.  If, at the option of the  Borrower  or as
required  pursuant  to Section  7.10 of the Second Lien  Credit  Agreement,  the
Borrower  shall cause any  Subsidiary  that is not a Grantor to become a Grantor
hereunder, such Subsidiary shall execute and deliver to the Administrative Agent
a  joinder  agreement  substantially  in the form of Annex 2 (each,  a  "Joinder
Agreement") and shall thereafter for all purposes be a party hereto and have the
same rights,  benefits and  obligations as a Grantor party hereto on the Closing
Date.

            (b) Pledge Amendments.  To the extent any Pledged Collateral has not
been  delivered  as of the Closing  Date,  such Grantor  shall  deliver a pledge
amendment  duly  executed  by the Grantor in  substantially  the form of Annex 1
(each, a "Pledge  Amendment").  Such Grantor authorizes the Administrative Agent
to attach each Pledge Amendment to this Agreement.

      Section 8.7  Notices.  All  notices,  requests  and demands to or upon the
Administrative  Agent or any Grantor  hereunder  shall be effected in the manner
provided  for in Section  11.11 of the Second Lien Credit  Agreement;  provided,
however, that any such notice, request or demand to or upon any Grantor shall be
addressed to the  Borrower's  notice  address set forth in such Section 11.11 of
the Second Lien Credit Agreement.

      Section 8.8 Successors and Assigns.  This Agreement  shall be binding upon
the  successors  and  assigns of each  Grantor and shall inure to the benefit of
each Secured Party and their successors and assigns; provided,  however, that no
Grantor may assign,  transfer or delegate any of its rights or obligations under
this Agreement without the prior written consent of the Administrative Agent.

      Section 8.9 Counterparts.  This Agreement may be executed in any number of
counterparts and by different  parties in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall  constitute one and the same  agreement.  Signature  pages may be
detached  from  multiple   separate   counterparts  and  attached  to  a  single
counterpart.  Delivery  of an  executed  signature  page  of this  Agreement  by
facsimile  transmission or by Electronic  Transmission  shall be as effective as
delivery of a manually executed counterpart hereof.

      Section 8.10  Severability.  Any  provision of this  Agreement  being held
illegal,  invalid or unenforceable in any jurisdiction shall not affect any part
of such provision not held illegal,


                                       27
<PAGE>

invalid or  unenforceable,  any other provision of this Agreement or any part of
such provision in any other jurisdiction.

      Section 8.11 Governing Law. This Agreement and the rights and  obligations
of the parties  hereto shall be governed by, and  construed and  interpreted  in
accordance with, the law of the State of New York.

      Section 8.12 Jurisdiction.

            (a) Submission to Jurisdiction.  Any legal action or proceeding with
respect  to any Loan  Document  may be brought in the courts of the State of New
York  located in the City of New York,  Borough of  Manhattan,  or of the United
States of America for the Southern  District of New York 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.  The parties hereto (and, to the extent set forth in any other
Loan Document,  each other Loan Party) hereby  irrevocably  waive any objection,
including  any objection to the laying of venue or based on the grounds of forum
non  conveniens,  that any of them may now or hereafter  have to the bringing of
any such action or proceeding in such jurisdictions.

            (b) Service of Process.  Each Grantor  (and, to the extent set forth
in any other Loan  Document,  each other Loan Party) hereby  irrevocably  waives
personal  service  of any and all  legal  process,  summons,  notices  and other
documents  and other service of process of any kind and consents to such service
in any suit,  action or proceeding  brought in the United States of America with
respect to or otherwise  arising out of or in connection  with any Loan Document
by any means  permitted  by  applicable  Requirements  of Law,  including by the
mailing  thereof (by  registered  or  certified  mail,  postage  prepaid) to the
address of the  Borrower  specified  in Section  11.11 of the Second Lien Credit
Agreement  (and shall be effective  when such  mailing  shall be  effective,  as
provided therein).  Each Grantor (and, to the extent set forth in any other Loan
Document, each other Loan Party) agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other  jurisdictions by
suit on the judgment or in any other manner provided by law.

            (c)  Non-Exclusive  Jurisdiction.  Nothing contained in this Section
8.12 shall affect the right of the  Administrative  Agent or any Lender to serve
process in any other  manner  permitted  by  applicable  Requirements  of Law or
commence legal proceedings or otherwise proceed against any Grantor in any other
jurisdiction.

      Section 8.13 WAIVER OF JURY TRIAL.  Each party hereto  hereby  irrevocably
waives  trial by jury in any suit,  action or  proceeding  with  respect  to, or
directly or  indirectly  arising out of, under or in connection  with,  any loan
document or the  transactions  contemplated  therein or related thereto (whether
founded in contract,  tort or any other theory). Each party hereto (A) certifies
that no other party and no Related  Person of any other  party has  represented,
expressly  or  otherwise,  that such  other  party  would  not,  in the event of
litigation,  seek to enforce the foregoing waiver and (B)  acknowledges  that it
and the other parties  hereto have been induced to enter into this  agreement by
the mutual waivers and certifications in this Section 8.13.

      Section 8.14 Subordination.

            (a) Each Grantor executing this Agreement  covenants and agrees that
the payment of all indebtedness,  principal,  interest (including interest which
accrues after the


                                       28
<PAGE>

commencement of any case or proceeding in bankruptcy,  or for the reorganization
of any Loan Party), fees, charges, expenses,  attorneys' fees and any other sum,
obligation or liability  owing by any other  Grantor to such Grantor,  including
any intercompany trade payables or royalty or licensing fees (collectively,  the
"Intercompany  Obligations"),  is subordinated,  to the extent and in the manner
provided  in this  Section  8.14,  to the prior  payment in full of all  Secured
Obligations  (other than contingent  indemnification  obligations as to which no
claim  has  been  asserted)  (herein,  the  "Senior  Obligations")  and that the
subordination is for the benefit of  Administrative  Agent and the other Secured
Parties, and Administrative Agent may enforce such provisions directly.

            (b) Each Grantor  executing  this  Agreement  hereby (i)  authorizes
Administrative Agent to demand specific performance of the terms of this Section
8.14,  whether  or not any other  Grantor  shall have  complied  with any of the
provisions  hereof  applicable  to it, at any time when such Grantor  shall have
failed to comply with any  provisions of this Section 8.14 which are  applicable
to  it  and  (ii)  irrevocably  waives  (to  the  maximum  extent  permitted  by
Requirements of Law) any defense based on the adequacy of a remedy at law, which
might be asserted as a bar to such remedy of specific performance.

            (c)  Upon  any  distribution  of  assets  of any  Loan  Party in any
dissolution,  winding up, liquidation or reorganization  (whether in bankruptcy,
insolvency or receivership  proceedings or upon an assignment for the benefit of
creditors or otherwise):

            (i)  Administrative  Agent and other Secured  Parties shall first be
      entitled  to receive  payment  in full in cash of the  Senior  Obligations
      before any  Grantor is  entitled  to receive any payment on account of the
      Intercompany Obligations.

            (ii) Any  payment or  distribution  of assets of any  Grantor of any
      kind or character,  whether in cash, property or securities,  to which any
      other Grantor would be entitled  except for the provisions of this Section
      8.14(c), shall be paid by the liquidating trustee or agent or other Person
      making such payment or distribution  directly to Administrative  Agent, to
      the extent  necessary  to make  payment in full of all Senior  Obligations
      (other than  contingent  indemnification  obligations as to which no claim
      has been asserted)  remaining unpaid after giving effect to any concurrent
      payment or distribution or provisions  therefore to  Administrative  Agent
      and the other Secured Parties.

            (iii) In the event that  notwithstanding the foregoing provisions of
      this Section 8.14(c), any payment or distribution of assets of any Grantor
      of any kind or character,  whether in cash, property or securities,  shall
      be  received  by  any  other  Grantor  on  account  of  the   Intercompany
      Obligations   before  all  Senior   Obligations   (other  than  contingent
      indemnification  obligations  as to which no claim has been  asserted) are
      paid in full, such payment or  distribution  shall be received and held in
      trust for and shall be paid over to  Administrative  Agent for application
      to  the  payment  of  the  Senior   Obligations   (other  than  contingent
      indemnification  obligations as to which no claim has been asserted) until
      all of the  Senior  Obligations  (other  than  contingent  indemnification
      obligations as to which no claim has been  asserted)  shall have been paid
      in full, after giving effect to any concurrent  payment or distribution or
      provision therefore to Administrative Agent and other Secured Parties.


                                       29
<PAGE>

            (d) No right of  Administrative  Agent and the other Secured Parties
or any other present or future holders of any Senior  Obligations to enforce the
subordination  provisions  herein shall at any time in any way be  prejudiced or
impaired  by any act or failure to act on the part of any  Grantor or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
any Grantor with the terms hereof, regardless of any knowledge thereof which any
such holder may have or be otherwise charged with.

      Section  8.15 Hands On.  Upon the  effective  time of the Hands On Merger,
this  Agreement  will be duly executed and delivered by Hands On in its capacity
as  successor  to  Merger  Sub  as the  surviving  corporation  (the  "Surviving
Corporation")  of the Hands On Merger  upon the  effective  time of the Hands On
Merger,  and Hands On will  succeed  and  replace  Merger Sub as a party to this
Agreement. Each of the Schedules to this Agreement includes all such information
required  to be set  forth on such  Schedules  with  respect  to Hands On as the
Surviving Corporation after giving effect to the Hands On Merger.

      Section 8.16 Intercreditor  Agreement.  Notwithstanding anything herein to
the contrary, the lien and security interest granted to the Administrative Agent
pursuant  to this  Agreement  and the  exercise  of any  right or  remedy by the
Administrative   Agent   hereunder   are  subject  to  the   provisions  of  the
Intercreditor  Agreement.  In the event of any conflict between the terms of the
Intercreditor  Agreement  and this  Agreement,  the  terms of the  Intercreditor
Agreement  shall govern and control.  The  Administrative  Agent  covenants  and
agrees  that it  shall  provide  the  Grantors  with a copy  of any  amendments,
waivers,  supplements  or other  modifications  to the  Intercreditor  Agreement
promptly after it has knowledge of the same and no changes to the  Intercreditor
Agreement  (other than those  acknowledged  by the  Borrower)  shall  effect the
obligations  of the  Grantors  hereunder  other  than  in  connection  with  the
perfection of the liens and security  interests  granted  herein as set forth in
Section 3.2(b) hereof.

                            [SIGNATURE PAGES FOLLOW]


                                       30
<PAGE>

            IN WITNESS  WHEREOF,  each of the undersigned has caused this Second
Lien Guaranty and Security Agreement to be duly executed and delivered as of the
date first above written.

                                   GOAMERICA, INC., as Borrower

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer

                                   HOVRS ACQUISITION CORPORATION, as Grantor

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer

                                   GOAMERICA RELAY SERVICES CORP., as Grantor

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer

                                   GOAMERICA COMMUNICATIONS CORP., as Grantor

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer

<PAGE>

                                   WYND COMMUNICATIONS CORPORATION,
                                   as Grantor

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer

                                   HOTPAPER.COM, INC., as Grantor

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer

                                   OUTBACK RESOURCE GROUP, INC., as Grantor

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer

                                   HOSLS ACQUISITION CORPORATION, as Grantor

                                   By: /s/ Daniel R. Luis
                                       --------------------------
                                   Name: Daniel R. Luis
                                   Title: Chief Executive Officer


                                        2
<PAGE>

            IN WITNESS  WHEREOF,  the  undersigned  Grantor,  in its capacity as
successor to Merger Sub and the  Surviving  Corporation  of the Hands On Merger,
has caused this Second Lien  Guaranty and Security  Agreement to be executed and
delivered by its duly authorized officer as of the date first set forth above at
the effective time of the Hands On Merger.

                                   HANDS ON VIDEO RELAY SERVICES INC.,
                                      as Grantor

                                   By: /s/ Daniel R. Luis
                                       -----------------------------
                                   Name: Daniel R. Luis
                                   Title: Co-Chief Executive Officer


                                       3
<PAGE>

ACCEPTED AND AGREED
as of the date first above written:

CLEARLAKE CAPITAL GROUP, L.P., as
Administrative Agent

By: CCG Operations, LLC
Its: General Partner

By /s/ Behdad Eghbali
   ---------------------------
   Name: Behdad Eghbali
   Title: Authorized Signatory


                                       4