Exhibit 10.3

                                                               EXECUTION VERSION

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                         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

                               ABLECO FINANCE LLC,
                               as Collateral Agent

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                                TABLE OF CONTENTS

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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 .................................    8
     Section 4.3  Jurisdiction of Organization; Chief Executive Office ....    9
     Section 4.4  Locations of Inventory, Equipment
                  and Books and Records ...................................    9
     Section 4.5  Pledged Collateral ......................................    9
     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 .....................................   10
     Section 4.10 Promissory Notes and Debt Securities ....................   10
     Section 4.11 Governmental Licenses ...................................   10
     Section 4.12 Motor Vehicles ..........................................   10
     Section 4.13 Representations and Warranties of the 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 .........................   12
     Section 5.3  Pledged Collateral ......................................   12
     Section 5.4  Accounts ................................................   13
     Section 5.5  Commodity Contracts .....................................   13
     Section 5.6  Delivery of Instruments and Tangible
                  Chattel Paper and Control of Investment
                  Property, Letter-of-Credit Rights and
                  Electronic Chattel Paper ................................   13
     Section 5.7  Intellectual Property ...................................   14
     Section 5.8  Notices .................................................   15
     Section 5.9  Notice of Commercial Tort Claims ........................   15
     Section 5.10 Compliance with Credit Agreement ........................   16


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ARTICLE VI  REMEDIAL PROVISIONS                                               16

     Section 6.1  Code and Other Remedies .................................   16
     Section 6.2  Accounts and Payments in Respect
                  of General Intangibles ..................................   19
     Section 6.3  Pledged Collateral ......................................   20
     Section 6.4  Proceeds to be Turned Over to and
                  Held by Collateral Agent ................................   21
     Section 6.5  Private Sales ...........................................   21
     Section 6.6  Deficiency ..............................................   22

ARTICLE VII  THE COLLATERAL AGENT                                             22

     Section 7.1  Collateral Agent's Appointment as Attorney-in-Fact ......   22
     Section 7.2  Authorization to File Financing Statements ..............   23
     Section 7.3  Authority of Collateral Agent ...........................   24
     Section 7.4  Duty; Obligations and Liabilities .......................   24

ARTICLE VIII MISCELLANEOUS                                                    24

     Section 8.1  Reinstatement ...........................................   24
     Section 8.2  Release of Collateral ...................................   25
     Section 8.3  Independent Obligations .................................   25
     Section 8.4  No Waiver by Course of Conduct ..........................   26
     Section 8.5  Amendments in Writing ...................................   26
     Section 8.6  Additional Grantors; Additional Pledged Collateral ......   26
     Section 8.7  Notices .................................................   26
     Section 8.8  Successors and Assigns ..................................   26
     Section 8.9  Counterparts ............................................   26
     Section 8.10 Severability ............................................   27
     Section 8.11 Governing Law ...........................................   27
     Section 8.12 Jurisdiction ............................................   27
     Section 8.13 Waiver of Jury Trial ....................................   27
     Section 8.14 Subordination ...........................................   28
     Section 8.15 Hands On ................................................   29


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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


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<PAGE>

            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 ABLECO FINANCE LLC, a Delaware limited liability company, as collateral agent
(in such  capacity,  together with its  successors  and permitted  assigns,  the
"Collateral  Agent") for the Lenders and the L/C Issuers and each other  Secured
Party (each as defined in the Credit Agreement referred to below).

                              W I T N E S S E T H:

            WHEREAS,  pursuant to the Credit  Agreement  dated as of January 10,
2008 (as the same may be modified  from time to time,  the  "Credit  Agreement")
among  the  Borrower,   the  Collateral  Agent,   Churchill  Financial  LLC,  as
administrative  agent (the  "Administrative  Agent" together with the Collateral
Agent,  the  "Agents"),  the Lenders and the L/C Issuers from time to time party
thereto,  the  Lenders  and  the  L/C  Issuers  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 Credit Agreement) of each other Loan Party;

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

            WHEREAS,  it is a  condition  precedent  to  the  obligation  of the
Lenders and the L/C Issuers to make their respective extensions of credit to the
Borrower  under the Credit  Agreement  that the Grantors shall have executed and
delivered this Agreement to the Collateral Agent.

            NOW,  THEREFORE,  in consideration of the premises and to induce the
Lenders,  the L/C Issuers and the Agents to enter into the Credit  Agreement and
to induce the Lenders and the L/C Issuers to make their respective extensions of
credit  to  the  Borrower  thereunder,  each  Grantor  hereby  agrees  with  the
Collateral Agent as follows:

                                   ARTICLE I

                                  DEFINED TERMS

      Section 1.1 Definitions.

            (a) Capital terms used herein without definition are used as defined
in the 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

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

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

            "Agreement" means this 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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            "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.

            "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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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  Collateral  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  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,  all L/C  Reimbursement  Obligations and all
other  Obligations  that the  Collateral  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) (or, in the
case of any L/C  Obligation,  a back-up  letter of credit has been  issued),  in
amounts  required  under  Section 9.3 of the Credit  Agreement  and on terms and
conditions and with parties  satisfactory to the Agents and each Indemnitee that
is owed such Obligations and (D) to the extent requested by the Agents,  receipt
by the Secured Parties of liability  releases from the Loan Parties each in form
and substance acceptable to the Agents.

                                   ARTICLE II

                                    GUARANTY

      Section 2.1 Guaranty.  To induce the Lenders to make the Loans and the L/C
Issuers  to  Issue  Letters  of  Credit,  each  Guarantor  hereby,  jointly  and
severally,  absolutely,  unconditionally and irrevocably guarantees,  as primary
obligor  and not  merely as  surety,  the full


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<PAGE>

and punctual payment when due, whether at stated maturity or earlier,  by reason
of acceleration,  mandatory  prepayment or otherwise in accordance 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 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;


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<PAGE>

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

            (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 Collateral 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.  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
Collateral  Agent,  for the  benefit of the Secured  Parties,  and grants to the
Collateral  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.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

            To induce the Lenders,  the L/C Issuers and the Agents 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
Collateral  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
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  Collateral  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
Collateral  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


                                       8
<PAGE>

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 Collateral  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
Collateral  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 Collateral 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 Collateral 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 Collateral  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 Collateral 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.

      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.


                                       9
<PAGE>

            (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  Collateral  Agent in
accordance with Section 5.3(a).

            (c) Upon the  occurrence  and during the  continuance of an Event of
Default, the Collateral 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 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 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  Collateral  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.


                                       10
<PAGE>

      Section 4.13  Representations and Warranties of the 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 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 Collateral  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 Collateral 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 Credit  Agreement  or as may  otherwise  be  authorized  by the
Agents.

            (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 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 Credit Agreement, the Borrower shall deliver to the Agents
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


                                       11
<PAGE>

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 Collateral 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 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
Collateral  Agent arrange for the  Collateral  Agent's first  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 Collateral
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 Credit Agreement providing for delivery to Agents 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
Agents  may,  without the  consent of any  Secured  Party,  not require the Loan
Parties to perfect any security  interest  granted to the Collateral Agent as to
which the Agents have  determined in their sole  discretion  that the collateral
value thereof is 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 Agents (or such shorter period as Agents may agree to) and
delivery to the Agents of all  documents  reasonably  requested by the Agents 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.  Such
Grantor shall (i) deliver to the Collateral Agent, in suitable form for transfer
and in form and substance  satisfactory to the Collateral Agent, (A) all Pledged
Certificated Stock, (B) all Pledged Debt


                                       12
<PAGE>

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
Collateral 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  Collateral  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.

      Section 5.4 Accounts.

            (a) Such Grantor  shall not,  other than in the  ordinary  course of
business or in a transaction permitted under the 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
Agents  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  Collateral
Agent may reasonably  require in connection  therewith.  If any Event of Default
has  occurred and is  continuing,  upon the  Collateral  Agent's  request,  such
Grantor shall cause independent public accountants or others satisfactory to the
Agents to furnish to the Agents 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 Collateral 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.


                                       13
<PAGE>

            (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
Collateral  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 Ableco
Finance LLC, as Collateral  Agent" and, at the request of the Collateral  Agent,
shall  promptly  deliver  such  instrument  or  tangible  chattel  paper  to the
Collateral  Agent,  duly  indorsed in a manner  satisfactory  to the  Collateral
Agent.

            (b) Except  pursuant  to the Second Lien Loan  Documents  and to the
extent  permitted  under the  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 Collateral 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  Collateral  Agent thereof and, if so
requested by the Collateral Agent, use commercially  reasonable efforts to enter
into a Contractual  Obligation  with the  Collateral  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 Collateral 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  Collateral  Agent,   after  the  occurrence  and  during  the
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 Collateral 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 Collateral  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  Collateral  Agent
notification  thereof and the  short-form  intellectual  property  agreements as
described  in this Section 5.7 and other  documents  that the  Collateral  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


                                       14
<PAGE>

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  Collateral  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
Collateral Agent in writing.

            (c) Such Grantor shall notify the Agents 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 Collateral
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 Agents 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  Collateral  Agent
in  form  and  substance  reasonably  acceptable  to the  Collateral  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  Collateral  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 Agents 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


                                       15
<PAGE>

existence),  (i) such Grantor shall, promptly upon such acquisition,  deliver to
the Collateral Agent, in each case in form and substance reasonably satisfactory
to the Collateral 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 Collateral  Agent,
in each case in form and substance  reasonably  satisfactory  to the  Collateral
Agent, any document,  and take all other action,  deemed by the Collateral Agent
to be reasonably  necessary for the Collateral 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
Collateral  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 Credit  Agreement.  Such Grantor  agrees to
comply with all covenants and other provisions applicable to it under the Credit
Agreement,  including Sections 2.17 (Taxes),  11.3 (Costs and Expenses) and 11.4
(Indemnities)  of the  Credit  Agreement  and agrees to the same  submission  to
jurisdiction as that agreed to by the Borrower in the Credit Agreement.

                                   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 Collateral 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 Collateral 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 Collateral 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 Collateral
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


                                       16
<PAGE>

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
Collateral  Agent's  request,  it  shall  assemble  the  Collateral  and make it
available  to the  Collateral  Agent at places that the  Collateral  Agent shall
reasonably select, whether at such Grantor's premises or elsewhere, (ii) without
limiting the foregoing,  the Collateral Agent also has the right to require that
each  Grantor  store  and keep any  Collateral  pending  further  action  by the
Collateral  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 Collateral  Agent is able to
Sell any  Collateral,  the Collateral  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 Collateral  Agent and (iv) the Collateral 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  Collateral  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 Collateral  Agent shall not have
any  obligation to any Grantor to maintain or preserve the rights of any Grantor
as against third parties with respect to any Collateral while such Collateral is
in the possession of the Collateral Agent.

            (d)  Application of Proceeds.  The Collateral  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  Collateral  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 Credit Agreement, and only after such application and after the
payment by the Collateral  Agent of any other amount required by any Requirement
of Law,  need the  Collateral  Agent  account  for the  surplus,  if any, to any
Grantor.

            (e) Direct  Obligation.  Neither the Collateral  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  Collateral
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 Collateral
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 Collateral  Agent to exercise  remedies
in a commercially  reasonable manner, each Grantor  acknowledges and agrees that
it is not  commercially  unreasonable  for the


                                       17
<PAGE>

Collateral  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  Collateral  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;

            (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 Collateral Agent,  obtain the services of
      other brokers, investment bankers,  consultants and other professionals to
      assist  the  Collateral  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
      Collateral  Agent against risks of loss,  collection or disposition of any
      Collateral or to provide to the Collateral 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 Collateral  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.


                                       18
<PAGE>

            (g) IP Licenses. For the purpose of enabling the Collateral 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
Collateral  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.

      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 Credit Agreement,  if required by the Collateral 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
Collateral Agent, in a Security Cash Collateral  Account,  subject to withdrawal
by the Collateral  Agent as provided in Section 6.4. Until so turned over,  such
payment  shall  be held by such  Grantor  in  trust  for the  Collateral  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 Collateral Agent's request, deliver
      to the Collateral 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  Collateral  Agent and that  payments  in respect  thereof
      shall be made directly to the Collateral Agent;

            (ii) the Collateral  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  Collateral
      Agent's  satisfaction  the  existence,  amount and terms of any account or
      amounts due under any general  intangible.  In  addition,  the  Collateral
      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


                                       19
<PAGE>

            (iii) each Grantor shall take all actions, deliver all documents and
      provide  all  information   necessary  or  reasonably   requested  by  the
      Collateral 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.

      Section 6.3 Pledged Collateral.

            (a) Voting Rights.  During the existence and continuance of an Event
of  Default,  upon notice by the  Collateral  Agent to the  relevant  Grantor or
Grantors,  the  Collateral  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 Collateral Agent
may determine),  all without  liability except to account for property  actually
received by it; provided,  however, that the Collateral 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 Collateral 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 Collateral Agent all such
proxies,  dividend payment orders and other  instruments as the Collateral 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  Collateral  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


                                       20
<PAGE>

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 Collateral  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 Collateral Agent.

      Section 6.4  Proceeds to be Turned Over to and Held by  Collateral  Agent.
Unless otherwise  expressly  provided in the Credit Agreement or this Agreement,
upon the  occurrence  and during the  continuance  of an Event of  Default,  all
proceeds of any  Collateral  received by any Grantor  hereunder  in cash or Cash
Equivalents  shall be held by such Grantor in trust for the Collateral 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  Collateral
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
Collateral  Agent in cash or Cash  Equivalents  shall be held by the  Collateral
Agent in a Security  Cash  Collateral  Account.  All proceeds  being held by the
Collateral  Agent in a Security Cash  Collateral  Account (or by such Grantor in
trust for the Collateral 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 Credit Agreement.

      Section 6.5 Private Sales.

            (a) Each Grantor  recognizes that the Collateral 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 Collateral 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 Collateral Agent and other Secured Parties,  that the
Collateral 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


                                       21
<PAGE>

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 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 Collateral  Agent or any other Secured Party to
collect such deficiency.

                                  ARTICLE VII

                              THE COLLATERAL AGENT

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

            (a) Each Grantor  hereby  irrevocably  constitutes  and appoints the
Collateral   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 Collateral  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 Collateral 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
      Collateral Agent may request to evidence,  effect, publicize or record the
      Collateral 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 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


                                       22
<PAGE>

            (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 Collateral Agent or as the Collateral  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 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
      Collateral  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  Collateral  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  Collateral
      Agent were the  absolute  owner  thereof for all  purposes  and do, at the
      Collateral  Agent's option, at any time or from time to time, all acts and
      things that the Collateral  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 Collateral 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 Collateral 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 Credit  Agreement,
from the date of payment by the Collateral  Agent to the date  reimbursed by the
relevant  Grantor,  shall be payable by such Grantor to the Collateral  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 Collateral  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 Collateral  Agent  reasonably
determines appropriate to perfect the security interests of the Collateral 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


                                       23
<PAGE>

filing or recording in any  jurisdiction.  Such Grantor also hereby ratifies its
authorization  for the  Collateral  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 Collateral Agent. Each Grantor  acknowledges that
the rights and  responsibilities  of the  Collateral  Agent under this Agreement
with  respect to any action  taken by the  Collateral  Agent or the  exercise or
non-exercise  by the  Collateral  Agent of any option,  voting  right,  request,
judgment or other right or remedy  provided  for herein or  resulting or arising
out of this  Agreement  shall,  as between  the  Collateral  Agent and the other
Secured  Parties,  be  governed  by  the  Credit  Agreement  and by  such  other
agreements  with respect thereto as may exist from time to time among them, but,
as between the Collateral Agent and the Grantors,  the Collateral 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 Collateral Agent. The Collateral  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 Collateral
Agent deals with similar  property for its own account.  The powers conferred on
the  Collateral  Agent  hereunder are solely to protect the  Collateral  Agent's
interest  in the  Collateral  and shall not impose any duty upon the  Collateral
Agent to exercise any such powers.  The  Collateral  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  Collateral  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 Collateral 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 Collateral
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


                                       24
<PAGE>

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  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 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 Collateral  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  Collateral  Agent  shall  deliver to such  Grantor any  Collateral  of such
Grantor held by the Collateral  Agent  hereunder and execute and deliver to such
Grantor such documents as such Grantor shall reasonably request to evidence such
termination.

            (b) If the Collateral Agent shall be directed or permitted  pursuant
to clause (i) or (ii) of Section 10.10(b) of the 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  Collateral
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 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 Collateral 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  Collateral  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.


                                       25
<PAGE>

      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 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 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  Collateral  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 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 Collateral 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 Collateral Agent to
attach each Pledge Amendment to this Agreement.

      Section 8.7  Notices.  All  notices,  requests  and demands to or upon the
Collateral  Agent or any  Grantor  hereunder  shall be  effected  in the  manner
provided for in Section 11.11 of the 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 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 Collateral 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


                                       26
<PAGE>

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,  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 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  Collateral  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


                                       27
<PAGE>

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  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 Collateral Agent and the other Secured
Parties, and Collateral Agent may enforce such provisions directly.

            (b) Each Grantor  executing  this  Agreement  hereby (i)  authorizes
Collateral  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)  Collateral  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 Collateral  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 Collateral 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 Collateral  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


                                       28
<PAGE>

      claim has been asserted) shall have been paid in full, after giving effect
      to any  concurrent  payment or  distribution  or  provision  therefore  to
      Collateral Agent and other Secured Parties.

            (d) No right of Collateral  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.

                            [SIGNATURE PAGES FOLLOW]


                                       29
<PAGE>

                                 SIGNATURE PAGE

            IN WITNESS WHEREOF, each of the undersigned has caused this 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

                                   WYND COMMUNICATIONS CORPORATION,
                                   as Grantor

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

<PAGE>

                                   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 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:

ABLECO FINANCE LLC, as Collateral Agent

By /s/ Daniel Wolf
   -----------------
   Name: Daniel Wolf
   Title: President


                                       4