GUARANTEE AND COLLATERAL AGREEMENT
                                   dated as of
                                August 20, 2004,
                                      among
                      CCC INFORMATION SERVICES GROUP INC.,
                         CCC INFORMATION SERVICES INC.,
                THE SUBSIDIARIES OF CCC INFORMATION SERVICES INC.
                                IDENTIFIED HEREIN
                                       and
                           CREDIT SUISSE FIRST BOSTON,
                               as Collateral Agent
                               ===================



                                TABLE OF CONTENTS
                                    ARTICLE I

                                   Definitions
SECTION  1.01.  Credit  Agreement     1
SECTION  1.02.  Other  Defined  Terms     1
                                   ARTICLE II

                                    Guarantee
SECTION  2.01.  Guarantee     7
SECTION  2.02.  Guarantee  of  Payment     7
SECTION  2.03.  No  Limitations,  Etc.     7
SECTION  2.04.  Reinstatement     8
SECTION  2.05.  Agreement  To  Pay;  Subrogation     8
SECTION  2.06.  Information     8
                                   ARTICLE III

                              Pledge of Securities
SECTION  3.01.  Pledge     9
SECTION  3.02.  Delivery  of  the  Pledged  Collateral     9
SECTION  3.03.  Representations,  Warranties  and  Covenants     10
SECTION  3.04.  Certification of Limited Liability Company Interests and Limited
Partnership  Interests     11
SECTION  3.05.  Registration  in  Nominee  Name;  Denominations     11
SECTION  3.06.  Voting  Rights;  Dividends  and  Interest     11
                                   ARTICLE IV

                     Security Interests in Personal Property
SECTION  4.01.  Security  Interest     14
SECTION  4.02.  Representations  and  Warranties     15
SECTION  4.03.  Covenants     17
SECTION  4.04.  Other  Actions     20
SECTION  4.05.  Covenants  Regarding Patent, Trademark and Copyright Collateral
22
                                    ARTICLE V

                                    Remedies
SECTION  5.01.  Remedies  upon  Default     24
SECTION  5.02.  Application  of  Proceeds     26
SECTION  5.03.  Grant  of  License  To  Use  Intellectual  Property     27
SECTION  5.04.  Securities  Act,  Etc.     27
                                   ARTICLE VI

                    Indemnity, Subrogation and Subordination
SECTION  6.01.  Indemnity  and  Subrogation     28
SECTION  6.02.  Contribution  and  Subrogation     28
SECTION  6.03.  Subordination     28
                                   ARTICLE VII

                                  Miscellaneous
SECTION  7.01.  Notices     29
SECTION  7.02.  Security  Interest  Absolute     29
SECTION  7.03.  Survival  of  Agreement     29
SECTION  7.04.  Binding  Effect;  Several  Agreement     29
SECTION  7.05.  Successors  and  Assigns     30
SECTION  7.06.  Collateral  Agent's  Fees and Expenses; Indemnification     30
SECTION  7.07.  Collateral  Agent  Appointed  Attorney-in-Fact     31
SECTION  7.08.  Applicable  Law     31
SECTION  7.09.  Waivers;  Amendment     31
SECTION  7.10.  WAIVER  OF  JURY  TRIAL     32
SECTION  7.11.  Severability     32
SECTION  7.12.  Counterparts     32
SECTION  7.13.  Headings     33
SECTION  7.14.  Jurisdiction;  Consent  to  Service  of  Process     33
SECTION  7.15.  Termination  or  Release     33
SECTION  7.16.  Additional  Subsidiaries     34
SECTION  7.17.  Right  of  Setoff     34


<PAGE>

Schedules
Schedule  I     Subsidiary  Guarantors
Schedule  II     Capital  Stock;  Debt  Securities
Schedule  III     Intellectual  Property

Exhibits
Exhibit  A     Form  of  Supplement
Exhibit  B     Form  of  Perfection  Certificate

<PAGE>
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[[NYCORP:2417984v4:4332W:10/19/04--04:31  p]]

[[NYCORP:2417984v4:4332W:10/19/04--04:31  p]]
     GUARANTEE  AND  COLLATERAL  AGREEMENT (this "Agreement") dated as of August
20,  2004,  among  CCC INFORMATION SERVICES GROUP INC., CCC INFORMATION SERVICES
INC.,  the  Subsidiaries  of CCC INFORMATION SERVICES INC. identified herein and
CREDIT  SUISSE FIRST BOSTON ("CSFB"), as Collateral Agent (in such capacity, the
"Collateral  Agent").
     Reference  is  made to the Credit Agreement dated as of August 20, 2004 (as
amended,  supplemented  or  otherwise  modified  from  time to time, the "Credit
Agreement"),  among  CCC  Information  Services  Inc.  (the  "Borrower"),  CCC
Information  Services  Group  Inc.  ("Holdings"),  the lenders from time to time
party  thereto  (the  "Lenders")  and  CSFB,  as  administrative  agent (in such
capacity, the "Administrative Agent") and Collateral Agent.  The Lenders and the
Issuing  Bank (such term and each other capitalized term used but not defined in
this preliminary statement having the meaning given or ascribed to it in Article
I)  have agreed to extend credit to the Borrower pursuant to, and upon the terms
and  conditions  specified  in,  the  Credit  Agreement.  The obligations of the
Lenders  and  the  Issuing Bank to extend credit to the Borrower are conditioned
upon,  among  other  things,  the  execution  and  delivery of this Agreement by
Holdings,  the  Borrower  and  the  Subsidiary  Guarantors.  Holdings  and  the
Subsidiary  Guarantors  are  affiliates of the Borrower, will derive substantial
benefits  from  the  extension  of credit to the Borrower pursuant to the Credit
Agreement  and  are  willing  to  execute and deliver this Agreement in order to
induce the Lenders and the Issuing Bank to extend such credit.  Accordingly, the
parties  hereto  agree  as  follows:
ARTICLE  I

Definitions
SECTION  1.01.     Credit  Agreement.  (a)  Capitalized  terms  used  in  this
Agreement  and  not  otherwise defined herein have the meanings set forth in the
Credit  Agreement.  All  terms  defined  in  the  New  York UCC (as such term is
defined  herein)  and  not defined in this Agreement have the meanings specified
therein.  All  references to the Uniform Commercial Code shall mean the New York
UCC.
(b)     The  rules  of  construction  specified  in  Section  1.02 of the Credit
Agreement  also  apply  to  this  Agreement.
SECTION 1.02.     Other Defined Terms.  As used in this Agreement, the following
     terms  have  the  meanings  specified  below:
     "Account"  shall have the meaning assigned to such term in Section 9-102 of
the  New  York  UCC.
"Account Debtor" shall mean any person who is or who may become obligated to any
Grantor  under,  with  respect  to  or  on  account  of  an  Account.
     "Accounts  Receivable"  shall  mean  all  Accounts and all right, title and
interest in any returned goods, together with all rights, titles, securities and
guarantees  with  respect  thereto, including any rights to stoppage in transit,
replevin, reclamation and resales, and all related security interests, liens and
pledges,  whether voluntary or involuntary, in each case whether now existing or
owned  or  hereafter  arising  or  acquired.
"Administrative  Agent"  shall  have  the  meaning  assigned to such term in the
preliminary  statement.
"Article  9  Collateral" shall have the meaning assigned to such term in Section
4.01.
     "Borrower"  shall have the meaning assigned to such term in the preliminary
statement.
     "Chattel  Paper"  shall  have  the meaning assigned to such term in Section
9-102  of  the  New  York  UCC.
"Claiming  Guarantor"  shall  have  the meaning assigned to such term in Section
6.02.
      "Collateral"  shall  mean  the  Article  9  Collateral  and  the  Pledged
Collateral.
"Collateral Agent" shall have the meaning assigned to such term in the preamble.
"Commercial  Tort Claim" shall have the meaning assigned to such term in Section
9-102  of  the  New  York  UCC.
     "Commodity  Intermediary"  shall  have the meaning assigned to such term in
Section  9-102  of  the  New  York  UCC.
     "Contributing  Guarantor"  shall  have the meaning assigned to such term in
Section  6.02.
     "Copyright  License"  shall mean any written agreement, now or hereafter in
effect,  granting  any  right  to  any  third  party  under any Copyright now or
hereafter  owned  by any Grantor or that such Grantor otherwise has the right to
license,  or  granting  any  right  to  any  Grantor  under any copyright now or
hereafter  owned  by  any  third party, and all rights of such Grantor under any
such  agreement.
"Copyrights"  shall mean all of the following now owned or hereafter acquired by
any Grantor:  (a) all copyright rights in any work subject to the copyright laws
of  the  United  States  or  any  other  country,  whether  as author, assignee,
transferee  or  otherwise,  and  (b)  all  registrations  and  applications  for
registration  of  any  such copyright in the United States or any other country,
including  registrations,  recordings,  supplemental  registrations  and pending
applications  for  registration  in  the  United States Copyright Office (or any
successor  office  or  any similar office in any other country), including those
listed  on  Schedule  III.
"Credit  Agreement"  shall  have  the  meaning  assigned  to  such  term  in the
preliminary  statement.
     "CSFB"  shall  have  the  meaning  assigned  to  such term in the preamble.
     "Deposit  Account"  shall have the meaning assigned to such term in Section
9-102  of  the  New  York  UCC.
"Electronic  Chattel  Paper"  shall  have  the  meaning assigned to such term in
Section  9-102  of  the  New  York  UCC.
"Entitlement  Holder"  shall  have  the meaning assigned to such term in Section
8-102  of  the  New  York  UCC.
"Entitlement  Order"  shall  have  the  meaning assigned to such term in Section
8-102  of  the  New  York  UCC.
"Equipment" shall have the meaning assigned to such term in Section 9-102 of the
New  York  UCC.
"Equity  Interests"  shall  mean shares of capital stock, partnership interests,
membership  interests  in a limited liability company, beneficial interests in a
trust  or  other  equity interests in any person, or any obligations convertible
into  or  exchangeable  for,  or giving any person a right, option or warrant to
acquire  such  equity interests or such convertible or exchangeable obligations.
     "Federal  Securities  Laws" shall have the meaning assigned to such term in
Section  5.04.
     "Financial  Asset"  shall have the meaning assigned to such term in Section
8-102  of  the  New  York  UCC.
"General  Intangibles"  shall  have the meaning assigned to such term in Section
9-102  of  the New York UCC and shall include all choses in action and causes of
action  and  all other intangible personal property of any Grantor of every kind
and nature (other than Accounts) now owned or hereafter acquired by any Grantor,
including  all  rights  and  interests  in  partnerships,  limited partnerships,
limited  liability  companies  and  other  unincorporated entities, corporate or
other  business  records,  indemnification  claims,  contract  rights (including
rights  under  leases,  whether  entered  into  as  lessor  or  lessee,  Hedging
Agreements  and  other  agreements),  Intellectual  Property,  goodwill,
registrations,  franchises,  tax  refund  claims  and  any  letter  of  credit,
guarantee,  claim, security interest or other security held by or granted to any
Grantor  to  secure  payment  by  an  Account  Debtor  of  any  of the Accounts.
"Grantors"  shall  mean  Holdings,  the  Borrower and the Subsidiary Guarantors.
"Guarantors"  shall  mean  Holdings  and  the  Subsidiary  Guarantors.
     "Holdings"  shall have the meaning assigned to such term in the preliminary
statement.
     "Instrument"  shall have the meaning assigned to such term in Section 9-102
of  the  New  York  UCC.
     "Intellectual Property" shall mean all intellectual and similar property of
any  Grantor  of  every  kind  and nature now owned or hereafter acquired by any
Grantor,  including  inventions,  designs,  Patents,  Copyrights,  Licenses,
Trademarks,  trade  secrets,  confidential or proprietary technical and business
information,  know-how,  show-how  or  other  data  or information, software and
databases  and  all  embodiments or fixations thereof and related documentation,
registrations and franchises, and all additions, improvements and accessions to,
and  books  and  records  describing  or  used  in  connection  with, any of the
foregoing.
"Inventory" shall have the meaning assigned to such term in Section 9-102 of the
New  York  UCC.
"Investment  Property"  shall  have the meaning assigned to such term in Section
9-102  of  the  New  York  UCC.
     "Lenders"  shall  have the meaning assigned to such term in the preliminary
statement.
"Letter-of-Credit  Rights"  shall  have  the  meaning  assigned  to such term in
Section  9-102  of  the  New  York  UCC.
     "License"  shall  mean  any  Patent  License,  Trademark License, Copyright
License  or  other  license  or  sublicense  agreement to which any Grantor is a
party,  including  those  listed  on  Schedule  III.
     "Loan  Document Obligations" shall mean (a) the due and punctual payment of
(i)  the  principal  of  and  interest  (including  interest accruing during the
pendency  of  any  bankruptcy,  insolvency,  receivership  or  other  similar
proceeding,  regardless  of  whether allowed or allowable in such proceeding) on
the  Loans,  when  and as due, whether at maturity, by acceleration, upon one or
more  dates  set  for  prepayment or otherwise, (ii) each payment required to be
made  by  the  Borrower  under  the Credit Agreement in respect of any Letter of
Credit,  when  and  as  due,  including  payments in respect of reimbursement of
disbursements,  interest thereon and obligations to provide cash collateral, and
(iii)  all  other  monetary  obligations  of  the Borrower to any of the Secured
Parties  under  the  Credit  Agreement  and  each  of  the other Loan Documents,
including  fees,  costs,  expenses  and indemnities, whether primary, secondary,
direct,  contingent, fixed or otherwise (including monetary obligations incurred
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding,  regardless of whether allowed or allowable in such proceeding), (b)
the  due and punctual performance of all other obligations of the Borrower under
or  pursuant  to  the Credit Agreement and each of the other Loan Documents, and
(c)  the due and punctual payment and performance of all the obligations of each
other  Loan Party under or pursuant to this Agreement and each of the other Loan
Documents.
"New  York  UCC"  shall mean the Uniform Commercial Code as from time to time in
effect  in  the  State  of  New  York.
"Obligations"  shall  mean (a) the Loan Document Obligations and (b) the due and
punctual  payment  and  performance  of all obligations of each Loan Party under
each  Hedging  Agreement  that  (i)  is  in  effect  on  the Closing Date with a
counterparty that is a Lender or an Affiliate of a Lender as of the Closing Date
or  (ii)  is  entered  into after the Closing Date with a counterparty that is a
Lender or an Affiliate of a Lender at the time such Hedging Agreement is entered
into.
"Patent  License"  shall mean any written agreement, now or hereafter in effect,
granting  to  any  third  party  any right to make, use or sell any invention on
which  a  Patent,  now  or  hereafter  owned  by any Grantor or that any Grantor
otherwise  has the right to license, is in existence, or granting to any Grantor
any right to make, use or sell any invention on which a patent, now or hereafter
owned  by  any third party, is in existence, and all rights of any Grantor under
any  such  agreement.
"Patents" shall mean all of the following now owned or hereafter acquired by any
Grantor:  (a)  all letters patent of the United States or the equivalent thereof
in  any  other  country,  all  registrations  and  recordings  thereof,  and all
applications  for  letters patent of the United States or the equivalent thereof
in  any  other  country,  including  registrations,  recordings  and  pending
applications  in the United States Patent and Trademark Office (or any successor
or any similar offices in any other country), including those listed on Schedule
III,  and  (b)  all  reissues,  continuations, divisions, continuations-in-part,
renewals or extensions thereof, and the inventions disclosed or claimed therein,
including the right to make, use and/or sell the inventions disclosed or claimed
therein.
"Perfection  Certificate"  shall mean a certificate substantially in the form of
Exhibit  B,  completed  and  supplemented  with  the  schedules  and attachments
contemplated thereby, and duly executed by a Responsible Officer of the Borrower
and  Holdings.
"Pledged  Collateral"  shall  have  the meaning assigned to such term in Section
3.01.
"Pledged  Debt  Securities"  shall  have  the  meaning  assigned to such term in
Section  3.01.
"Pledged  Securities"  shall  mean  any  promissory notes, stock certificates or
other  securities now or hereafter included in the Pledged Collateral, including
all  certificates, instruments or other documents representing or evidencing any
Pledged  Collateral.
"Pledged  Stock"  shall  have the meaning assigned to such term in Section 3.01.
"Proceeds"  shall have the meaning assigned to such term in Section 9-102 of the
New  York  UCC.
"Secured  Parties" shall mean (a) the Lenders, (b) the Administrative Agent, (c)
the Collateral Agent, (d) any Issuing Bank, (e) each counterparty to any Hedging
Agreement  with  a  Loan  Party that either (i) is in effect on the Closing Date
with  a  counterparty  that  is  a  Lender or an Affiliate of a Lender as of the
Closing  Date or (ii) is entered into after the Closing Date with a counterparty
that  is a Lender or an Affiliate of a Lender at the time such Hedging Agreement
is  entered  into,  (f)  the  beneficiaries  of  each indemnification obligation
undertaken  by any Loan Party under any Loan Document and (g) the successors and
assigns  of  each  of  the  foregoing.
     "Securities  Account"  shall  have  the  meaning  assigned  to such term in
Section  8-501  of  the  New  York  UCC.
     "Securities  Intermediary"  shall have the meaning assigned to such term in
Section  8-102  of  the  New  York  UCC.
     "Security Interest" shall have the meaning assigned to such term in Section
4.01.
     "Subsidiary  Guarantors"  shall  mean  (a)  the  Subsidiaries identified on
Schedule  I and (b) each other Subsidiary that becomes a party to this Agreement
as  a  Subsidiary  Guarantor  after  the  Closing  Date.
"Trademark  License"  shall  mean  any  written  agreement,  now or hereafter in
effect,  granting  to  any  third  party  any  right to use any trademark now or
hereafter  owned  by  any Grantor or that any Grantor otherwise has the right to
license,  or  granting  to  any  Grantor  any  right to use any trademark now or
hereafter owned by any third party, and all rights of any Grantor under any such
agreement.
"Trademarks"  shall mean all of the following now owned or hereafter acquired by
any  Grantor:  (a)  all trademarks, service marks, trade names, corporate names,
company  names,  business  names, fictitious business names, trade styles, trade
dress,  logos,  other  source  or  business  identifiers,  designs  and  general
intangibles  of  like nature, now existing or hereafter adopted or acquired, all
registrations  and  recordings thereof, and all applications filed in connection
therewith,  including registrations and applications in the United States Patent
and  Trademark  Office  (or  any successor office) or any similar offices in any
State  of  the  United  States or any other country or any political subdivision
thereof,  and  all  extensions  or  renewals  thereof, including those listed on
Schedule  III,  (b)  all goodwill associated therewith or symbolized thereby and
(c)  all other assets, rights and interests that uniquely reflect or embody such
goodwill.
ARTICLE  II

Guarantee
SECTION 2.01.     Guarantee.  Each Guarantor unconditionally guarantees, jointly
     with  the  other  Guarantors  and  severally,  as a primary obligor and not
merely  as  a  surety,  the  due  and  punctual  payment  and performance of the
Obligations.  Each  of the Guarantors further agrees that the Obligations may be
extended  or  renewed,  in whole or in part, without notice to or further assent
from  it,  and  that it will remain bound upon its guarantee notwithstanding any
extension  or  renewal  of  any  Obligation.  Each  of  the  Guarantors  waives
presentment  to, demand of payment from and protest to the Borrower or any other
Loan  Party  of  any of the Obligations, and also waives notice of acceptance of
its  guarantee  and  notice  of  protest  for  nonpayment.
SECTION  2.02.     Guarantee  of Payment.  Each of the Guarantors further agrees
that its guarantee hereunder constitutes a guarantee of payment when due and not
     of  collection,  and  waives any right to require that any resort be had by
the  Collateral  Agent  or  any other Secured Party to any security held for the
payment of the Obligations or to any balance of any Deposit Account or credit on
the  books  of  the  Collateral Agent or any other Secured Party in favor of the
Borrower  or  any  other  person.
SECTION  2.03.     No  Limitations,  Etc.  (a)  Except  for  termination  of  a
Guarantor's  obligations  hereunder  as  expressly provided in Section 7.15, the
obligations  of  each Guarantor hereunder shall not be subject to any reduction,
limitation,  impairment  or  termination  for any reason, including any claim of
waiver,  release,  surrender, alteration or compromise, and shall not be subject
to  any defense or setoff, counterclaim, recoupment or termination whatsoever by
reason  of  the invalidity, illegality or unenforceability of the Obligations or
otherwise.  Without limiting the generality of the foregoing, the obligations of
each  Guarantor  hereunder  shall  not  be  discharged  or impaired or otherwise
affected  by  (i) the failure of the Collateral Agent or any other Secured Party
to  assert  any  claim  or  demand  or  to enforce any right or remedy under the
provisions  of  any  Loan  Document  or  otherwise; (ii) any rescission, waiver,
amendment or modification of, or any release from any of the terms or provisions
of,  any  Loan  Document  or  any other agreement, including with respect to any
other  Guarantor under this Agreement; (iii) the release of any security held by
the  Collateral  Agent  or any other Secured Party for the Obligations or any of
them;  (iv)  any  default,  failure  or  delay,  wilful  or  otherwise,  in  the
performance  of  the  Obligations;  or (v) any other act or omission that may or
might in any manner or to any extent vary the risk of any Guarantor or otherwise
operate as a discharge of any Guarantor as a matter of law or equity (other than
the  indefeasible  payment  in  full  in  cash  of  all  the Obligations).  Each
Guarantor  expressly  authorizes  the Collateral Agent to take and hold security
for  the  payment  and  performance  of  the  Obligations, to exchange, waive or
release  any or all such security (with or without consideration), to enforce or
apply  such  security and direct the order and manner of any sale thereof in its
sole  discretion or to release or substitute any one or more other guarantors or
obligors  upon  or  in  respect  of  the  Obligations, all without affecting the
obligations  of  any  Guarantor  hereunder.
(b)     To the fullest extent permitted by applicable law, each Guarantor waives
     any  defense  based on or arising out of any defense of the Borrower or any
other  Loan Party or the unenforceability of the Obligations or any part thereof
from any cause, or the cessation from any cause of the liability of the Borrower
or  any other Loan Party, other than the indefeasible payment in full in cash of
all the Obligations.  The Collateral Agent and the other Secured Parties may, at
their  election, foreclose on any security held by one or more of them by one or
more judicial or nonjudicial sales, accept an assignment of any such security in
lieu  of foreclosure, compromise or adjust any part of the Obligations, make any
other  accommodation  with  the Borrower or any other Loan Party or exercise any
other  right  or remedy available to them against the Borrower or any other Loan
Party,  without affecting or impairing in any way the liability of any Guarantor
hereunder  except to the extent the Obligations have been fully and indefeasibly
paid  in  full in cash.  To the fullest extent permitted by applicable law, each
Guarantor  waives  any defense arising out of any such election even though such
election  operates,  pursuant  to applicable law, to impair or to extinguish any
right of reimbursement or subrogation or other right or remedy of such Guarantor
against  the  Borrower  or  any  other  Loan  Party,  as the case may be, or any
security.
SECTION  2.04.     Reinstatement.  Each  of  the  Guarantors  agrees  that  its
guarantee hereunder shall continue to be effective or be reinstated, as the case
     may  be,  if at any time payment, or any part thereof, of any Obligation is
rescinded  or  must  otherwise  be restored by the Collateral Agent or any other
Secured  Party  upon the bankruptcy or reorganization of the Borrower, any other
Loan  Party  or  otherwise.
SECTION  2.05.     Agreement  To  Pay;  Subrogation.  In  furtherance  of  the
foregoing  and not in limitation of any other right that the Collateral Agent or
any  other Secured Party has at law or in equity against any Guarantor by virtue
hereof,  upon  the  failure  of  the Borrower or any other Loan Party to pay any
Obligation  when  and  as  the  same  shall  become due, whether at maturity, by
acceleration,  after  notice  of  prepayment or otherwise, each Guarantor hereby
promises to and will forthwith pay, or cause to be paid, to the Collateral Agent
     for  distribution  to  the applicable Secured Parties in cash the amount of
such  unpaid  Obligation.  Upon  payment  by  any  Guarantor  of any sums to the
Collateral  Agent  as  provided  above, all rights of such Guarantor against the
Borrower  or  any other Guarantor arising as a result thereof by way of right of
subrogation,  contribution,  reimbursement,  indemnity or otherwise shall in all
respects  be  subject  to  Article  VI.
SECTION  2.06.     Information.  Each  Guarantor  assumes all responsibility for
being  and keeping itself informed of the Borrower's and each other Loan Party's
financial  condition and assets, and of all other circumstances bearing upon the
risk  of  nonpayment  of the Obligations and the nature, scope and extent of the
risks  that such Guarantor assumes and incurs hereunder, and agrees that neither
the  Collateral  Agent  nor any other Secured Party will have any duty to advise
such  Guarantor  of  information  known  to  it  or  any  of them regarding such
circumstances  or  risks.
ARTICLE  III

Pledge  of  Securities
SECTION  3.01.     Pledge.  As  security  for the payment or performance, as the
case  may  be,  in  full  of the Obligations, each Grantor hereby pledges to the
Collateral  Agent,  its  successors  and assigns, for the ratable benefit of the
Secured  Parties,  and hereby grants to the Collateral Agent, its successors and
assigns,  for the ratable benefit of the Secured Parties, a security interest in
all  of  such  Grantor's  right,  title and interest in, to and under (a) Equity
Interests  owned  by  such Grantor on the date hereof (including all such Equity
Interests  listed on Schedule II) and any other Equity Interests obtained in the
future  by  such  Grantor  and  the  certificates  representing  all such Equity
Interests  (collectively  referred  to herein as the "Pledged Stock"); provided,
however,  that  the  Pledged  Stock  shall  not include (i) more than 65% of the
issued  and  outstanding voting Equity Interests of any Foreign Subsidiary, (ii)
to  the  extent  applicable law requires that a Subsidiary of such Grantor issue
directors'  qualifying shares, such shares or nominee or other similar shares or
(iii)  any Equity Interests of a person that is not the Borrower or a Subsidiary
(including  any  treasury stock of Holdings); (b)(i) the debt securities held by
such  Grantor  on  the  date  hereof  (including all such debt securities listed
opposite  the  name of such Grantor on Schedule II), (ii) any debt securities in
the future issued to such Grantor (excluding debt securities issued by a Foreign
     Subsidiary  if  the  obligations of such Foreign Subsidiary under such debt
securities  are  secured  by the assets of any Foreign Subsidiary) and (iii) the
promissory  notes  and  any  other  instruments  evidencing such debt securities
(collectively  referred  to  herein  as  the "Pledged Debt Securities"); (c) all
other  property  that  may  be  delivered  to  and  held by the Collateral Agent
pursuant  to  the  terms  of this Section 3.01; (d) subject to Section 3.06, all
payments  of  principal  or  interest,  dividends,  cash,  instruments and other
property  from  time  to  time  received, receivable or otherwise distributed in
respect  of,  in  exchange for or upon the conversion of, and all other Proceeds
received in respect of, the securities referred to in clauses (a) and (b) above;
(e)  subject  to  Section  3.06,  all rights and privileges of such Grantor with
respect  to  the  securities and other property referred to in clauses (a), (b),
(c)  and  (d)  above;  and  (f)  all Proceeds of any of the foregoing (the items
referred  to  in clauses (a) through (f) above being collectively referred to as
the  "Pledged  Collateral").
SECTION  3.02.     Delivery of the Pledged Collateral.  (a)  Each Grantor agrees
promptly to deliver or cause to be delivered to the Collateral Agent any and all
     Pledged  Securities.
(b)     Each Grantor will cause any Indebtedness for borrowed money in excess of
     $250,000  owed  to  such  Grantor by any person that is evidenced by a duly
executed  promissory  note  to  be pledged and delivered to the Collateral Agent
pursuant  to  the  terms  hereof.
(c)     Upon  delivery to the Collateral Agent, (i) any Pledged Securities shall
be  accompanied  by undated stock powers duly executed in blank or other undated
instruments  of  transfer reasonably satisfactory to the Collateral Agent and by
such  other  instruments  and  documents  as the Collateral Agent may reasonably
request  and  (ii)  all other property comprising part of the Pledged Collateral
shall  be  accompanied  by proper instruments of assignment duly executed by the
applicable  Grantor  and  such  other instruments or documents as the Collateral
Agent  may  reasonably  request.  Each  delivery  of Pledged Securities shall be
accompanied  by  a  schedule  describing the securities, which schedule shall be
attached  hereto as Schedule II and made a part hereof; provided that failure to
attach  any  such schedule hereto shall not affect the validity of the pledge of
such  Pledged Securities.  Each schedule so delivered shall supplement any prior
schedules  so  delivered.
SECTION  3.03.     Representations,  Warranties  and  Covenants.  The  Grantors
jointly and severally represent, warrant and covenant to and with the Collateral
     Agent,  for  the  benefit  of  the  Secured  Parties,  that:
(a)     Schedule  II  correctly  sets  forth  the  percentage  of the issued and
outstanding  shares  of each class of the Equity Interests of the issuer thereof
represented  by  such  Pledged  Stock  and  includes  all Equity Interests, debt
securities  and  promissory  notes  required  to  be  pledged  hereunder;
(b)     the  Pledged  Stock  and Pledged Debt Securities (solely with respect to
Pledged  Debt Securities issued by a person that is not a Subsidiary of Holdings
or an Affiliate of any such Subsidiary, to the best of each Grantor's knowledge)
     have been duly and validly authorized and issued by the issuers thereof and
(i)  in  the case of Pledged Stock, are fully paid and nonassessable and (ii) in
the  case  of  Pledged  Debt  Securities  (solely  with  respect to Pledged Debt
Securities  issued  by  a  person  that  is  not  a Subsidiary of Holdings or an
Affiliate  of any such Subsidiary, to the best of each Grantor's knowledge), are
legal,  valid  and  binding  obligations  of  the  issuers  thereof;
(c)     except  for  the  security  interests  granted  hereunder,  each  of the
Grantors (i) is and, subject to any transfers made in compliance with the Credit
Agreement,  will continue to be the direct owner, beneficially and of record, of
the  Pledged  Securities indicated on Schedule II as owned by such Grantor, (ii)
holds  the  same  free  and clear of all Liens, other than Liens created by this
Agreement  and  Liens  permitted  by Section 6.02 of the Credit Agreement, (iii)
will  make  no  assignment,  pledge,  hypothecation or transfer of, or create or
permit  to  exist  any  security  interest  in  or  other  Lien  on, the Pledged
Collateral,  other  than  Liens created by this Agreement and Liens permitted by
Section  6.02  of the Credit Agreement and transfers made in compliance with the
Credit  Agreement,  and  (iv)  subject  to  Section 3.06, will cause any and all
Pledged  Collateral,  whether  for value paid by the Grantor or otherwise, to be
forthwith deposited with the Collateral Agent and pledged or assigned hereunder;
(d)     except for restrictions and limitations imposed by the Loan Documents or
securities  laws  generally and restrictions permitted by Section 6.06(b) of the
Credit  Agreement,  the  Pledged  Collateral  is  and will continue to be freely
transferable  and  assignable,  and none of the Pledged Collateral is or will be
subject  to  any option, right of first refusal, shareholders agreement, charter
or  by-law  provisions  or  contractual  restriction  of  any  nature that might
prohibit,  impair,  delay  or  otherwise  affect  the  pledge  of  such  Pledged
Collateral  hereunder,  the  sale  or disposition thereof pursuant hereto or the
exercise  by  the  Collateral  Agent  of  rights  and  remedies  hereunder;
(e)     each  Grantor  (i)  has  the  power  and authority to pledge the Pledged
Collateral pledged by it hereunder in the manner hereby done or contemplated and
(ii)  will  defend  its title or interest thereto or therein against any and all
liens  (other  than  the  Lien  created by this Agreement and Liens permitted by
Section  6.02  of  the  Credit  Agreement),  however  arising,  of  all  persons
whomsoever;
(f)     no  consent  or  approval  of any Governmental Authority, any securities
exchange  or  any other person was or is necessary to the validity of the pledge
effected hereby (other than such as have been obtained and are in full force and
effect);
(g)     by  virtue  of  the  execution  and  delivery  by  the  Grantors of this
Agreement,  when any Pledged Securities are delivered to the Collateral Agent in
accordance  with this Agreement, the Collateral Agent will obtain a legal, valid
and  perfected  first-priority  lien  upon and security interest in such Pledged
Securities  as  security for the payment and performance of the Obligations; and
(h)     the pledge effected hereby is effective to vest in the Collateral Agent,
for  the  benefit  of the Secured Parties, the rights of the Collateral Agent in
the  Pledged  Collateral  as  set  forth  herein.
SECTION  3.04.     Certification  of  Limited  Liability  Company  Interests and
Limited  Partnership  Interests.  Each interest in any limited liability company
or  limited partnership controlled by any Grantor and pledged hereunder shall be
represented  by  a  certificate,  shall  be  a  "security" within the meaning of
Article 8 of the New York UCC and shall be governed by Article 8 of the New York
     UCC.
SECTION  3.05.     Registration  in Nominee Name; Denominations.  The Collateral
Agent,  on  behalf  of  the  Secured  Parties,  shall have the right to hold the
Pledged  Securities  (i)  in  the  name  of  the applicable Grantor, endorsed or
assigned in blank or in favor of the Collateral Agent or (ii) at any time during
     the  continuation  of  an  Event  of  Default,  in  its  sole  and absolute
discretion  and without notice to any Grantor, in its own name as pledgee or the
name  of  its  nominee  (as pledgee or as subagent).  Each Grantor will promptly
give  to  the  Collateral  Agent  copies  of any notices or other communications
received by it with respect to Pledged Securities registered in the name of such
Grantor.  At  any  time  during  the  continuation  of  an Event of Default, the
Collateral  Agent  shall have the right, in its sole and absolute discretion and
without notice to any Grantor, to exchange the certificates representing Pledged
Securities  for  certificates of smaller or larger denominations for any purpose
consistent  with  this  Agreement.
SECTION  3.06.     Voting  Rights; Dividends and Interest.  (a)  Unless an Event
of  Default shall have occurred and be continuing and the Collateral Agent shall
have  given  the Grantors notice of its intent to exercise its rights under this
Agreement  (which notice shall be deemed to have been given immediately upon the
occurrence  of an Event of Default with respect to Holdings, the Borrower or any
Subsidiary  under  paragraph (g) or (h) of Article VII of the Credit Agreement):
(i)     Each  Grantor  shall  be  entitled to exercise any and all voting and/or
other  consensual rights and powers inuring to an owner of Pledged Securities or
any  part  thereof  for any purpose consistent with the terms of this Agreement,
the  Credit Agreement and the other Loan Documents; provided, however, that such
rights and powers shall not be exercised in any manner that could materially and
     adversely  affect  the rights inuring to a holder of any Pledged Securities
or  the  rights and remedies of any of the Collateral Agent or the other Secured
Parties  under this Agreement or the Credit Agreement or any other Loan Document
or  the  ability  of  the  Secured  Parties  to  exercise  the  same.
(ii)     The  Collateral  Agent  shall  execute  and deliver to each Grantor, or
cause  to be executed and delivered to each Grantor, all such proxies, powers of
attorney  and  other  instruments  as  a  Grantor may reasonably request for the
purpose of enabling such Grantor to exercise the voting and/or consensual rights
     and  powers  it is entitled to exercise pursuant to subparagraph (i) above.
(iii)     Each  Grantor  shall  be  entitled  to  receive and retain any and all
dividends, interest, principal and other distributions paid on or distributed in
respect of the Pledged Securities to the extent and only to the extent that such
dividends,  interest,  principal  and  other distributions are permitted by, and
otherwise  paid  or  distributed in accordance with, the terms and conditions of
the  Credit  Agreement,  the  other Loan Documents and applicable law; provided,
however,  that any noncash dividends, interest, principal or other distributions
that  would  constitute  Pledged  Stock  or  Pledged  Debt  Securities,  whether
resulting from a subdivision, combination or reclassification of the outstanding
Equity Interests of the issuer of any Pledged Securities or received in exchange
for  Pledged  Securities  or any part thereof, or in redemption thereof, or as a
result  of any merger, consolidation, acquisition or other exchange of assets to
which  such  issuer may be a party or otherwise, shall be and become part of the
Pledged  Collateral, and, if received by any Grantor, shall not be commingled by
such  Grantor with any of its other funds or property but shall be held separate
and  apart  therefrom,  shall be held in trust for the benefit of the Collateral
Agent  and shall be forthwith delivered to the Collateral Agent in the same form
as so received (with any necessary endorsement).  This paragraph (iii) shall not
apply  to  dividends between or among the Borrower and the Subsidiary Guarantors
only  of property subject to a perfected security interest under this Agreement;
provided  that  the  Borrower  takes any actions the Collateral Agent reasonably
specifies  to ensure the continuation of its perfected security interest in such
property  under  this  Agreement.
(b)     Upon  the  occurrence and during the continuance of an Event of Default,
after  the  Collateral  Agent  shall  have  notified (or shall be deemed to have
notified)  the  Grantors  of  the  suspension  of  their  rights under paragraph
(a)(iii)  of  this  Section  3.06, then all rights of each Grantor to dividends,
interest,  principal  or  other distributions that such Grantor is authorized to
receive pursuant to paragraph (a)(iii) of this Section 3.06 shall cease, and all
     such  rights  shall  thereupon become vested in the Collateral Agent, which
shall have the sole and exclusive right and authority to receive and retain such
dividends, interest, principal or other distributions.  All dividends, interest,
principal  or  other  distributions  received  by  each  Grantor contrary to the
provisions  of  this  Section 3.06 shall be held in trust for the benefit of the
Collateral  Agent,  shall  be  segregated  from  other property or funds of such
Grantor  and shall be forthwith delivered to the Collateral Agent upon demand in
the  same  form  as  so  received (with any necessary endorsement).  Any and all
money  and  other  property  paid  over  to  or received by the Collateral Agent
pursuant  to  the  provisions  of  this  paragraph  (b) shall be retained by the
Collateral  Agent  in  an account to be established by the Collateral Agent upon
receipt  of such money or other property and shall be applied in accordance with
the  provisions of Section 5.02.  After all Events of Default have been cured or
waived  and  each  applicable  Grantor has delivered to the Administrative Agent
certificates to that effect, the Collateral Agent shall, promptly after all such
Events  of  Default  have been cured or waived, repay to each applicable Grantor
(without  interest)  all  dividends,  interest, principal or other distributions
that  such  Grantor would otherwise be permitted to retain pursuant to the terms
of  paragraph  (a)(iii)  of  this  Section 3.06 and that remain in such account.
(c)     Upon  the  occurrence and during the continuance of an Event of Default,
after  the  Collateral  Agent  shall  have  notified (or shall be deemed to have
notified)  the Grantors of the suspension of their rights under paragraph (a)(i)
of this Section 3.06, then all rights of each Grantor to exercise the voting and
     consensual  rights  and  powers  it  is  entitled  to  exercise pursuant to
paragraph  (a)(i)  of  this  Section 3.06, and the obligations of the Collateral
Agent  under  paragraph  (a)(ii) of this Section 3.06, shall cease, and all such
rights  shall  thereupon become vested in the Collateral Agent, which shall have
the  sole  and  exclusive  right  and  authority  to  exercise  such  voting and
consensual  rights  and  powers; provided that, unless otherwise directed by the
Required  Lenders,  the  Collateral Agent shall have the right from time to time
following  and  during  the  continuance  of  an  Event of Default to permit the
Grantors  to  exercise  such  rights.
(d)     Any  notice given by the Collateral Agent to the Grantors exercising its
rights under paragraph (a) of this Section 3.06 (i) may be given by telephone if
     promptly  confirmed  in  writing,  (ii)  may be given to one or more of the
Grantors  at the same or different times and (iii) may suspend the rights of the
Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending
all  such  rights (as specified by the Collateral Agent in its sole and absolute
discretion)  and  without  waiving or otherwise affecting the Collateral Agent's
rights  to  give additional notices from time to time suspending other rights so
long  as  an  Event  of  Default  has  occurred  and  is  continuing.
ARTICLE  IV

Security  Interests  in  Personal  Property
SECTION  4.01.     Security  Interest.  (a)  As  security  for  the  payment  or
performance, as the case may be, in full of the Obligations, each Grantor hereby
     assigns  and  pledges  to the Collateral Agent, its successors and assigns,
for  the  ratable  benefit  of  the  Secured  Parties,  and hereby grants to the
Collateral  Agent,  its  successors  and assigns, for the ratable benefit of the
Secured  Parties,  a  security interest (the "Security Interest") in, all right,
title  or  interest  in or to any and all of the following assets and properties
now  owned  or  at  any time hereafter acquired by such Grantor or in which such
Grantor  now  has  or  at any time in the future may acquire any right, title or
interest  (collectively,  the  "Article  9  Collateral"):
(i)     all  Accounts;
(ii)     all  Chattel  Paper;
(iii)     all  cash  and  Deposit  Accounts;
(iv)     all  Documents  (other  than  title  documents  relating  to vehicles);
(v)     all  Equipment;
(vi)     all  General  Intangibles;
(vii)     all  Instruments;
(viii)     all  Inventory;
(ix)     all  Investment  Property  (subject to the limitations contained in the
proviso  to  Section  3.01(a) and in the parenthetical that is in clause (ii) of
Section  3.01(b));
(x)     all  Letter-of-Credit  Rights;
(xi)     all Commercial Tort Claims (including those specified in Schedule 13 to
     the  Perfection  Certificate);
(xii)     all  books  and  records  pertaining  to the Article 9 Collateral; and
(xiii)     to  the  extent  not otherwise included, all Proceeds and products of
any and all of the foregoing and all collateral security and guarantees given by
     any  person  with  respect  to  any  of  the  foregoing.
Notwithstanding anything to the contrary in this Agreement, this Agreement shall
not  constitute  a  grant of a security interest in and the Article 9 Collateral
shall  not  include  (A)  any  vehicle  covered  by  a  certificate  of title or
ownership,  (B)  any assets to the extent that such grant of a security interest
would  violate  a  contractual  obligation  binding  on  such  asset  or (C) any
Letter-of-Credit  Rights to the extent any Grantor is required by applicable law
to  apply  the  proceeds  of  a drawing of such letter of credit for a specified
purpose;  provided,  however,  that the limitation set forth in clause (B) above
shall not affect, limit, restrict or impair the grant by a Grantor of a security
interest  pursuant  to  this  Agreement  in any such Article 9 Collateral to the
extent  that an otherwise applicable prohibition or restriction on such grant is
rendered  ineffective  by any applicable law, including Section 9-406 or Section
9-408  of  the  New  York  UCC.
(b)     Each  Grantor  hereby irrevocably authorizes the Collateral Agent at any
time  and  from  time  to  time to file in any relevant jurisdiction any initial
financing  statements  (including fixture filings) with respect to the Article 9
Collateral  or  any  part  thereof  and amendments thereto that (i) indicate the
Article  9  Collateral  as all assets of such Grantor or words of similar effect
and (ii) contain the information required by Article 9 of the Uniform Commercial
     Code  of  each  applicable  jurisdiction  for  the  filing of any financing
statement  or  amendment, including (A) whether such Grantor is an organization,
the  type of organization and any organizational identification number issued to
such  Grantor  and  (B)  in the case of a financing statement filed as a fixture
filing,  a  sufficient  description of the real property to which such Article 9
Collateral  relates.  Each  Grantor  agrees  to  provide such information to the
Collateral  Agent  promptly  upon  request.
     Each  Grantor  also  ratifies its authorization for the Collateral Agent to
file in any relevant jurisdiction any initial financing statements or amendments
thereto  if  filed  prior  to  the  date  hereof.
     The  Collateral  Agent is further authorized to file with the United States
Patent  and Trademark Office or United States Copyright Office (or any successor
office  or  any  similar  office  in any other country) such documents as may be
necessary  or  advisable  for the purpose of perfecting, confirming, continuing,
enforcing  or  protecting the Security Interest granted by each Grantor, without
the  signature  of  any Grantor (to the extent permitted by applicable law), and
naming  any  Grantor  or  the  Grantors  as  debtors and the Collateral Agent as
secured  party.
(c)     The  Security Interest is granted as security only and shall not subject
the  Collateral  Agent  or  any  other  Secured Party to, or in any way alter or
modify,  any  obligation  or liability of any Grantor with respect to or arising
out  of  the  Article  9  Collateral.
SECTION  4.02.     Representations  and  Warranties.  The  Grantors  jointly and
severally  represent and warrant to the Collateral Agent and the Secured Parties
that:
(a)     Each  Grantor  has  good  and valid rights in and title to the Article 9
Collateral  with  respect to which it has purported to grant a Security Interest
hereunder and has full power and authority to grant to the Collateral Agent, for
     the benefit of the Secured Parties, the Security Interest in such Article 9
Collateral  pursuant  hereto and to execute, deliver and perform its obligations
in  accordance with the terms of this Agreement, without the consent or approval
of  any  other person other than any consent or approval that has been obtained.
(b)     The  Perfection  Certificate  has  been  duly  prepared,  completed  and
executed  and  the  information set forth therein (including (x) the exact legal
name  of  each Grantor and (y) the jurisdiction of organization of each Grantor)
is  correct  and  complete  as of the Closing Date.  The Uniform Commercial Code
financing  statements  (including  fixture  filings,  as  applicable)  or  other
appropriate filings, recordings or registrations containing a description of the
     Article  9 Collateral have been prepared by the Collateral Agent based upon
the  information  provided  to  the  Administrative  Agent  in  the  Perfection
Certificate for filing in each governmental, municipal or other office specified
in  Schedule  6  to  the Perfection Certificate (or specified by notice from the
Borrower  to  the  Administrative  Agent  after  the Closing Date in the case of
filings,  recordings  or  registrations required by Sections 5.06 or 5.09 of the
Credit  Agreement),  which  are  all  the  filings, recordings and registrations
(other  than  filings  required  to  be  made  in  the  United States Patent and
Trademark  Office and the United States Copyright Office in order to perfect the
Security  Interest  in  the  Article  9  Collateral  consisting of United States
Patents,  registered Trademarks and registered Copyrights) that are necessary as
of  the  Closing  Date  to  publish notice of and protect the validity of and to
establish  a  legal,  valid  and  perfected  security  interest  in favor of the
Collateral  Agent (for the ratable benefit of the Secured Parties) in respect of
all  Article  9  Collateral  in  which the Security Interest may be perfected by
filing,  recording  or  registration  in  the  United  States  (or any political
subdivision  thereof)  and  its  territories  and possessions, and no further or
subsequent  filing,  refiling,  recording,  rerecording,  registration  or
reregistration  is  necessary in any such jurisdiction, except as provided under
applicable  law  with  respect  to  the filing of continuation statements.  Each
Grantor  represents  and  warrants  that  a fully executed agreement in the form
hereof  (or  a  short-form agreement hereof) and containing a description of all
Article  9 Collateral consisting of Intellectual Property with respect to United
States Patents and United States registered Trademarks (and Trademarks for which
United  States  registration  applications  are  pending)  and  United  States
registered  Copyrights have been delivered to the Collateral Agent for recording
by the United States Patent and Trademark Office and the United States Copyright
Office  pursuant to 35 U.S.C.   261, 15 U.S.C.   1060 or 17 U.S.C.   205 and the
regulations  thereunder,  as  applicable,  to  protect  the  validity  of and to
establish  a  legal,  valid  and  perfected  security  interest  in favor of the
Collateral  Agent (for the ratable benefit of the Secured Parties) in respect of
all  Article  9  Collateral  consisting of Patents, Trademarks and Copyrights in
which  a security interest may be perfected by filing, recording or registration
in  the United States (or any political subdivision thereof) and its territories
and  possessions,  and  no  further  or  subsequent filing, refiling, recording,
rerecording,  registration  or  reregistration  is  necessary  (other  than such
actions  as  are  necessary to perfect the Security Interest with respect to any
Article  9  Collateral  consisting  of  United  States  Patents,  Trademarks and
Copyrights (or registration or application for registration thereof) acquired or
developed  after  the  date  hereof).
(c)     The  Security  Interest  constitutes  (i)  a  legal  and  valid security
interest in all Article 9 Collateral securing the payment and performance of the
     Obligations,  (ii)  subject  to the filings described in Section 4.02(b), a
perfected  security  interest  in  all  Article 9 Collateral in which a security
interest  may  be  perfected  by  filing,  recording  or registering a financing
statement  or  analogous  document  in  the  United  States  (or  any  political
subdivision thereof) and its territories and possessions pursuant to the Uniform
Commercial  Code  or  other  applicable  law  in  such jurisdictions and (iii) a
security interest that shall be perfected in all Article 9 Collateral in which a
security  interest  may  be  perfected  upon  the  receipt and recording of this
Agreement  (or  a short-form agreement hereof) with the United States Patent and
Trademark  Office  and  the  United States Copyright Office, as applicable.  The
Security  Interest is and shall be prior to any other Lien on any of the Article
9  Collateral,  other than Liens expressly permitted to be prior to the Security
Interest  pursuant  to  Section  6.02  of  the Credit Agreement and Liens having
priority  by  operation  of  law.
(d)     The  Article 9 Collateral is owned by the Grantors free and clear of any
Lien,  except  for  Liens  expressly  permitted  pursuant to Section 6.02 of the
Credit  Agreement.  None of the Grantors has filed or consented to the filing of
(i)  any  financing statement or analogous document under the Uniform Commercial
Code  or  any  other applicable laws covering any Article 9 Collateral, (ii) any
assignment in which any Grantor assigns any Collateral or any security agreement
     or  similar  instrument  covering  any Article 9 Collateral with the United
States  Patent  and  Trademark  Office  or the United States Copyright Office or
(iii)  any  assignment  in which any Grantor assigns any Article 9 Collateral or
any  security  agreement or similar instrument covering any Article 9 Collateral
with  any  foreign  governmental,  municipal  or  other  office, which financing
statement  or  analogous  document,  assignment,  security  agreement or similar
instrument  is  still  in  effect,  except,  in  each  case, for Liens expressly
permitted  pursuant  to  Section  6.02  of  the  Credit  Agreement.  None of the
Grantors  holds any Commercial Tort Claims except as indicated on the Perfection
Certificate.
SECTION  4.03.     Covenants.  (a)   Each Grantor agrees to maintain, at its own
cost and expense, such complete and accurate records with respect to the Article
     9 Collateral owned by it as is consistent with its current practices and in
accordance  with such prudent and standard practices used in industries that are
the  same  as  or  similar to those in which such Grantor is engaged, but in any
event  to  include  complete  accounting  records  indicating  all  payments and
proceeds  received with respect to any part of the Article 9 Collateral, and, at
such  time  or times as the Collateral Agent may reasonably request, promptly to
prepare  and  deliver  to  the  Collateral  Agent  a  duly certified schedule or
schedules  in  form  and  detail reasonably satisfactory to the Collateral Agent
showing  the  identity, amount and location of any and all Article 9 Collateral.
(b)     Subject  to  any transfers made in compliance with the Credit Agreement,
each  Grantor  shall,  at its own expense, take any and all actions necessary to
defend  title  to the Article 9 Collateral against all persons and to defend the
Security  Interest  of  the Collateral Agent in the Article 9 Collateral and the
priority  thereof  against  any Lien not expressly permitted pursuant to Section
6.02  of  the  Credit  Agreement.
(c)     Each  Grantor  agrees,  at  its  own  expense,  to execute, acknowledge,
deliver  and  cause  to be duly filed all such further instruments and documents
and  take  all  such  actions  as  the  Collateral  Agent  may from time to time
reasonably  request to better assure, preserve, protect and perfect the Security
Interest  and  the  rights and remedies created hereby, including the payment of
any  fees  and  Taxes  required in connection with the execution and delivery of
this  Agreement,  the  granting  of  the Security Interest and the filing of any
financing  statements  (including  fixture  filings)  or  other  documents  in
connection herewith or therewith.  If any amount payable to any Grantor under or
     in  connection  with  any  of  the  Article 9 Collateral shall be or become
evidenced by any promissory note or other instrument in excess of $250,000, such
note  or  instrument  shall  be promptly pledged and delivered to the Collateral
Agent,  duly  endorsed  in  a  manner  reasonably satisfactory to the Collateral
Agent.
     Without  limiting  the  generality  of  the  foregoing, each Grantor hereby
authorizes  the Collateral Agent, with prompt notice thereof to the Grantors, to
supplement  this  Agreement  by  supplementing Schedule III or adding additional
schedules  hereto  to  specifically identify any asset or item of a Grantor that
may,  in  the  Collateral  Agent's  judgment,  constitute  Copyrights, Licenses,
Patents  or  Trademarks;  provided  that  any  Grantor  shall  have  the  right,
exercisable within 30 days after it has been notified by the Collateral Agent of
the  specific  identification of such Collateral, to advise the Collateral Agent
in writing of any material inaccuracy of the representations and warranties made
by  such Grantor hereunder with respect to such Collateral.  Each Grantor agrees
that  it  will  use  its  commercially reasonable efforts to take such action as
shall  be  necessary  in order that all representations and warranties hereunder
shall  be  true  and  correct  in  all  material  respects  with respect to such
Collateral  within 30 days after the date it has been notified by the Collateral
Agent  of  the  specific  identification  of  such  Collateral.
(d)     Subject  to and in accordance with the provisions of Section 5.07 of the
Credit  Agreement, the Collateral Agent and such persons as the Collateral Agent
may  reasonably  designate  shall  have the right, at the Grantors' own cost and
expense,  to  inspect the Article 9 Collateral, all records related thereto (and
to  make  extracts and copies from such records) and the premises upon which any
of  the  Article  9 Collateral is located, to discuss the Grantors' affairs with
the  officers  of  the  Grantors and their independent accountants and to verify
under  reasonable  procedures  the  validity,  amount, quality, quantity, value,
condition  and  status  of,  or  any  other  matter  relating  to, the Article 9
Collateral,  including, in the case of Accounts or other Article 9 Collateral in
the possession of any third person, by contacting Account Debtors (only upon the
     occurrence  and during the continuance of an Event of Default) or the third
person  possessing  such  Article  9 Collateral for the purpose of making such a
verification.  The  Collateral  Agent shall have the absolute right to share any
information  it  gains  from  such  inspection  or verification with any Secured
Party.
(e)     At  its  option,  the  Collateral  Agent  may  discharge past due Taxes,
assessments,  charges,  fees, Liens, security interests or other encumbrances at
any time levied or placed on the Article 9 Collateral and not permitted pursuant
     to  Section  6.02  of the Credit Agreement, and may pay for the maintenance
and  preservation of the Article 9 Collateral to the extent any Grantor fails to
do  so  as  required by the Credit Agreement or this Agreement, and each Grantor
jointly and severally agrees to reimburse the Collateral Agent on demand for any
payment made or any reasonable expense incurred by the Collateral Agent pursuant
to  the  foregoing  authorization;  provided,  however,  that  nothing  in  this
paragraph  shall be interpreted as excusing any Grantor from the performance of,
or  imposing any obligation on the Collateral Agent or any Secured Party to cure
or  perform,  any  covenants  or  other  promises of any Grantor with respect to
Taxes,  assessments,  charges,  fees,  Liens,  security  interests  or  other
encumbrances and maintenance as set forth herein or in the other Loan Documents.
(f)     If  at  any  time  any  Grantor  shall  take  a security interest in any
property  of  an  Account  Debtor  or  any  other  person  to secure payment and
performance  of  an  Account,  such  Grantor shall promptly assign such security
interest to the Collateral Agent for the ratable benefit of the Secured Parties.
Such  assignment need not be filed of public record unless necessary to continue
the  perfected  status  of  the  security  interest  against  creditors  of  and
transferees  from  the  Account  Debtor  or  other  person granting the security
interest.
(g)     Each  Grantor  shall  remain  liable  to  observe  and  perform  all the
conditions  and  obligations  to  be  observed  and  performed  by it under each
contract,  agreement  or instrument relating to the Article 9 Collateral, all in
accordance  with  the terms and conditions thereof, and each Grantor jointly and
severally  agrees  to  indemnify  and hold harmless the Collateral Agent and the
Secured  Parties  from  and  against any and all liability for such performance.
(h)     None  of  the  Grantors  shall  make or permit to be made an assignment,
pledge  or  hypothecation  of  the Article 9 Collateral or shall grant any other
Lien in respect of the Article 9 Collateral, except as permitted by Section 6.02
of  the  Credit Agreement.  None of the Grantors shall make or permit to be made
any  transfer  of  the Article 9 Collateral and each Grantor shall remain at all
times in possession or otherwise in control of the Article 9 Collateral owned by
it,  except  as  expressly  permitted  by  Section 6.05 of the Credit Agreement.
(i)     None  of the Grantors will, without the Collateral Agent's prior written
consent,  grant any extension of the time of payment of any Accounts included in
the  Article 9 Collateral, compromise, compound or settle the same for less than
the  full  amount  thereof, release, wholly or partly, any person liable for the
payment  thereof  or allow any credit or discount whatsoever thereon, other than
extensions, credits, discounts, compromises, compoundings or settlements granted
or  made  in  the  ordinary  course  of business and consistent with its current
practices and in accordance with such standard practices used in industries that
are  the  same  as  or  similar  to  those  in  which  such  Grantor is engaged.
(j)     The  Grantors,  at  their  own  expense,  shall  maintain or cause to be
maintained  insurance  covering  physical  loss  or  damage to the Inventory and
Equipment  in  accordance with the requirements set forth in Section 5.02 of the
Credit  Agreement.  Each Grantor irrevocably makes, constitutes and appoints the
Collateral  Agent  (and  all  officers,  employees  or  agents designated by the
Collateral Agent) as such Grantor's true and lawful agent (and attorney-in-fact)
for  the  purpose, upon the occurrence and during the continuance of an Event of
Default,  of  making,  settling  and  adjusting  claims  in respect of Article 9
Collateral  under  policies  of insurance, endorsing the name of such Grantor on
any  check,  draft, instrument or other item of payment for the proceeds of such
policies  of  insurance  and  for  making  all determinations and decisions with
respect  thereto.  In the event that any Grantor at any time or times shall fail
to  obtain or maintain any of the policies of insurance required hereby or under
the  Credit  Agreement  or to pay any premium in whole or part relating thereto,
the  Collateral  Agent  may,  without  waiving  or  releasing  any obligation or
liability  of  the Grantors hereunder or any Default or Event of Default, in its
sole  discretion,  obtain  and  maintain such policies of insurance and pay such
premium  and take any other actions with respect thereto as the Collateral Agent
deems  advisable.  All sums disbursed by the Collateral Agent in connection with
this  paragraph, including reasonable attorneys' fees, court costs, expenses and
other  charges  relating thereto, shall be payable, upon demand, by the Grantors
to  the  Collateral  Agent  and  shall be additional Obligations secured hereby.
(k)     Each  Grantor shall maintain, in form and manner reasonably satisfactory
to the Collateral Agent, records of its Chattel Paper and its books, records and
documents  evidencing  or  pertaining  thereto.
SECTION  4.04.     Other  Actions.  In  order  to further insure the attachment,
perfection  and priority of, and the ability of the Collateral Agent to enforce,
the  Collateral  Agent's  security  interest  in  the Article 9 Collateral, each
Grantor  agrees,  in  each  case  at  such  Grantor's  own  expense, to take the
following  actions  with  respect  to  the  following  Article  9  Collateral:
(a)     Instruments.  If  any  Grantor  shall  at  any  time hold or acquire any
Instruments  with  a  value  in excess of $250,000, such Grantor shall forthwith
endorse,  assign  and  deliver  the same to the Collateral Agent, accompanied by
such undated instruments of transfer or assignment duly executed in blank as the
     Collateral  Agent  may  from  time  to  time  reasonably  request.
(b)     Deposit Accounts.  For each Deposit Account that any Grantor at any time
     opens  or  maintains,  such  Grantor  shall,  as  promptly  as  practicable
following  (and  in  any event no later than 60 days following) the Closing Date
(or  the  date  such  account  is opened, if after the Closing Date), either (i)
cause  the depositary bank to agree to comply at any time with instructions from
the  Collateral Agent to such depositary bank directing the disposition of funds
from  time  to time credited to such Deposit Account, without further consent of
such Grantor or any other person, pursuant to an agreement in form and substance
reasonably  satisfactory  to  the  Collateral  Agent,  or  (ii)  arrange for the
Collateral  Agent  to become the customer of the depositary bank with respect to
the  Deposit Account, with the Grantor being permitted, only with the consent of
the  Collateral  Agent,  to  exercise rights to withdraw funds from such Deposit
Account.  The  Collateral  Agent  agrees  with  each Grantor that the Collateral
Agent  shall  not  give  any such instructions or withhold any withdrawal rights
from  any Grantor unless an Event of Default has occurred and is continuing, or,
after  giving  effect  to  any  withdrawal,  would occur. The provisions of this
paragraph  shall not apply to (A) any Deposit Account for which any Grantor, the
depositary  bank  and  the  Collateral Agent have entered into a cash collateral
agreement  specially  negotiated among such Grantor, the depositary bank and the
Collateral  Agent  for  the  specific  purpose  set  forth  therein, (B) Deposit
Accounts  of which all or a substantial portion of the funds on deposit are used
for funding (1) payroll, (2) Taxes and (3) 401(k) and other retirement plans and
employee  benefits,  including  rabbi  trusts  for deferred compensation and (C)
Deposit  Accounts  with  a  balance  not  in  excess  of  $25,000  at any time).
(c)     Investment Property.  Except to the extent otherwise provided in Article
III,  if  any  Grantor  shall  at  any  time  hold  or  acquire any certificated
securities, such Grantor shall forthwith endorse, assign and deliver the same to
the  Collateral  Agent,  accompanied  by such undated instruments of transfer or
assignment  duly executed in blank as the Collateral Agent may from time to time
reasonably  request.  If any securities now or hereafter acquired by any Grantor
are uncertificated and are issued to such Grantor or its nominee directly by the
issuer  thereof, such Grantor shall promptly notify the Collateral Agent thereof
and,  at  the  Collateral  Agent's reasonable request and option, pursuant to an
agreement in form and substance reasonably satisfactory to the Collateral Agent,
either  (i)  cause  the  issuer  to  agree  to comply with instructions from the
Collateral  Agent  as to such securities, without further consent of any Grantor
or  such  nominee,  or  (ii)  arrange  for  the  Collateral  Agent to become the
registered  owner of the securities.  If any securities, whether certificated or
uncertificated,  or  other  Investment Property now or hereafter acquired by any
Grantor  are  held  by  such  Grantor  or  its  nominee  through  a  Securities
Intermediary  or  Commodity Intermediary, such Grantor shall promptly notify the
Collateral  Agent  thereof and, at the Collateral Agent's reasonable request and
option,  pursuant  to an agreement in form and substance reasonably satisfactory
to  the  Collateral  Agent, either (i) cause such Securities Intermediary or (as
the  case  may  be)  Commodity  Intermediary to agree to comply with Entitlement
Orders  or  other  instructions  from  the  Collateral  Agent to such Securities
Intermediary as to such securities or other Investment Property, or (as the case
may  be)  to apply any value distributed on account of any commodity contract as
directed  by  the  Collateral Agent to such Commodity Intermediary, in each case
without  further  consent of any Grantor or such nominee, or (ii) in the case of
Financial  Assets  (as  governed  by  Article  8  of  the New York UCC) or other
Investment  Property  held  through  a  Securities Intermediary, arrange for the
Collateral  Agent  to  become  the  Entitlement  Holder  with  respect  to  such
Investment  Property, with the Grantor being permitted, only with the consent of
the Collateral Agent, to exercise rights to withdraw or otherwise deal with such
Investment  Property.  The  Collateral  Agent  agrees with each Grantor that the
Collateral  Agent  shall not give any such Entitlement Orders or instructions or
directions  to  any  such  issuer,  Securities  Intermediary  or  Commodity
Intermediary,  and  shall  not  withhold  its  consent  to  the  exercise of any
withdrawal  or  dealing  rights  by  any Grantor, unless an Event of Default has
occurred  and  is continuing, or, after giving effect to any such investment and
withdrawal rights would occur.  The provisions of this paragraph shall not apply
to  any  Financial  Assets  credited  to  a  Securities  Account  for  which the
Collateral  Agent  is  the  Securities  Intermediary.
(d)     Electronic  Chattel  Paper  and Transferable Records.  If any Grantor at
any  time  holds  or acquires an interest in any Electronic Chattel Paper or any
"transferable  record,"  as  that  term is defined in Section 201 of the Federal
Electronic  Signatures  in Global and National Commerce Act, or in Section 16 of
the  Uniform  Electronic  Transactions  Act  as  in  effect  in  any  relevant
jurisdiction,  such  Grantor  shall promptly notify the Collateral Agent thereof
and  shall  take  such  action as the Collateral Agent may reasonably request to
vest  in  the  Collateral Agent control under New York UCC Section 9-105 of such
Electronic  Chattel Paper or control under Section 201 of the Federal Electronic
Signatures  in  Global and National Commerce Act or, as the case may be, Section
16  of  the  Uniform  Electronic  Transactions  Act,  as  so  in  effect in such
jurisdiction,  of  such  transferable  record.  The Collateral Agent agrees with
such  Grantor  that  the  Collateral  Agent will arrange, pursuant to procedures
reasonably  satisfactory  to the Collateral Agent and so long as such procedures
will  not  result  in the Collateral Agent's loss of control, for the Grantor to
make  alterations  to  the  Electronic  Chattel  Paper  or  transferable  record
permitted  under  UCC  Section  9-105 or, as the case may be, Section 201 of the
Federal  Electronic Signatures in Global and National Commerce Act or Section 16
of  the  Uniform  Electronic  Transactions  Act  for a party in control to allow
without  loss  of  control,  unless  an  Event  of  Default  has occurred and is
continuing  or  would occur after taking into account any action by such Grantor
with  respect  to  such  Electronic  Chattel  Paper  or  transferable  record.
(e)     Letter-of-Credit  Rights.  If  any  Grantor is at any time a beneficiary
under  a letter of credit now or hereafter issued in favor of such Grantor, such
Grantor  shall  promptly notify the Collateral Agent thereof and, at the request
and  option of the Collateral Agent, such Grantor shall (to the extent permitted
by  law), pursuant to an agreement in form and substance reasonably satisfactory
to  the Collateral Agent, either (i) arrange for the issuer and any confirmer of
such letter of credit to consent to an assignment to the Collateral Agent of the
proceeds  of  any  drawing  under  the  letter of credit or (ii) arrange for the
Collateral  Agent  to become the transferee beneficiary of the letter of credit,
with  the  Collateral  Agent  agreeing,  in  each case, that the proceeds of any
drawing  under  the  letter  of  credit are to be paid to the applicable Grantor
unless  an  Event  of  Default  has  occurred  or  is  continuing.
(f)      Commercial  Tort  Claims.  If  any  Grantor  shall  at any time hold or
acquire  a  Commercial  Tort Claim that has a reasonable possibility of yielding
proceeds in excess of $500,000, the Grantor shall promptly notify the Collateral
Agent  thereof  in  a  writing  signed  by  such  Grantor  including  a  summary
description  of such claim and grant to the Collateral Agent, for the benefit of
the  Secured  Parties,  in  such  writing a security interest therein and in the
proceeds  thereof, all upon the terms of this Agreement, with such writing to be
in  form  and  substance  reasonably  satisfactory  to  the  Collateral  Agent.
SECTION  4.05.     Covenants  Regarding  Patent,  Trademark  and  Copyright
Collateral.  (a)  Each  Grantor agrees that it will not, and will not permit any
of  its licensees to, do any act, or omit to do any act, whereby any Patent that
is necessary to the conduct of such Grantor's business may become invalidated or
     dedicated  to  the  public,  and  agrees that it shall continue to mark any
products  covered  by  a Patent with the relevant patent number as necessary and
sufficient  to establish and preserve its maximum rights under applicable patent
laws.
(b)     Each  Grantor  will, and will use its commercially reasonable efforts to
cause  its licensees or its sublicensees to, for each Trademark necessary to the
conduct  of  such  Grantor's  business, (i) maintain any such owned Trademark in
full  force  free  from  any claim of abandonment or invalidity for nonuse, (ii)
maintain  the  quality  of  products  and services offered under such Trademark,
(iii)  display  such Trademark with notice of Federal or foreign registration to
the extent necessary and sufficient to establish and preserve its maximum rights
     under applicable law and (iv) not knowingly use or knowingly permit the use
of  such  Trademark  in  violation  of  any  third-party  rights.
(c)     Each  Grantor  will, and will use its commercially reasonable efforts to
cause  its  licensees  or  sublicensees to, for each work covered by a Copyright
necessary  to  the  conduct  of  such  Grantor's  business, continue to publish,
reproduce,  display,  adopt  and  distribute the work with appropriate copyright
notice  as necessary and sufficient to establish and preserve its maximum rights
under  applicable  copyright  laws.
(d)     Each  Grantor  shall notify the Collateral Agent promptly if it knows or
has  reason  to  know  that  any Patent, Trademark or Copyright necessary to the
conduct  of  its business may become abandoned, lost or dedicated to the public,
or  of  any  materially  adverse  determination  or  development  (including the
institution  of,  or any such determination or development in, any proceeding in
the United States Patent and Trademark Office, United States Copyright Office or
any  court  or similar office of any country) regarding such Grantor's ownership
of  any  Patent,  Trademark or Copyright, its right to register the same, or its
right  to  keep  and  maintain  the  same.
(e)     Each  Grantor shall (i) inform the Collateral Agent on a quarterly basis
of  each  application  by  itself  or  through  any agent, employee, licensee or
designee,  for any owned Patent, Trademark or Copyright (or for the registration
of  any  Trademark  or  Copyright)  with  the United States Patent and Trademark
Office,  United States Copyright Office or any office or agency in any political
subdivision  of  the  United  States  or  in  any other country or any political
subdivision  thereof,  filed  during  the preceding three-month period, and (ii)
upon  the  request  of  the  Collateral  Agent,  execute and deliver any and all
agreements,  instruments,  documents  and  papers  as  the  Collateral Agent may
reasonably  request to evidence the Collateral Agent's security interest in such
Patent,  Trademark or Copyright, and each Grantor hereby appoints the Collateral
Agent  as  its  attorney-in-fact  to  execute  and  file  such  writings for the
foregoing  purposes,  all  acts  of  such  attorney  being  hereby  ratified and
confirmed;  such  power,  being  coupled  with  an  interest,  is  irrevocable.
(f)     Each  Grantor  will  take  all necessary steps that it deems appropriate
under  the  circumstances and are consistent with the practice in any proceeding
before  the  United  States Patent and Trademark Office, United States Copyright
Office or any office or agency in any political subdivision of the United States
     or  in  any other country or any political subdivision thereof, to maintain
and  pursue  each  application  relating to the owned Patents, Trademarks and/or
Copyrights  necessary  to  the conduct of such Grantor's business (and to obtain
the  relevant grant or registration) and to maintain each issued Patent and each
registration  of  the Trademarks and Copyrights that is necessary to the conduct
of  such  Grantor's  business,  including  timely  filings  of  applications for
renewal,  affidavits  of  use,  affidavits  of  incontestability  and payment of
maintenance  fees,  and,  if consistent with good business judgment, to initiate
opposition,  interference  and  cancelation  proceedings  against third parties.
(g)     In  the  event  that any Grantor knows or has reason to believe that any
Article  9  Collateral  consisting  of  a Patent, Trademark or Copyright that is
necessary  to  the conduct of such Grantor's business has been or is about to be
materially  infringed, misappropriated or diluted by a third party, such Grantor
promptly  shall  notify  the  Collateral Agent and shall take such actions as it
deems  appropriate  under  the  circumstances  and consistent with good business
judgment  to  protect  such  Article  9  Collateral.
(h)     Upon  the  occurrence and during the continuance of an Event of Default,
each Grantor shall, at the request of the Collateral Agent, use its commercially
reasonable efforts to obtain all requisite consents or approvals by the licensor
of  each  Copyright  License,  Patent License or Trademark License to effect the
assignment  of  all  such  Grantor's right, title and interest thereunder to the
Collateral  Agent,  for  the  ratable  benefit  of  the  Secured Parties, or its
designee.
(i)     Except  upon the occurrence of an Event of Default, it is understood and
agreed  that no filings shall be made, and no other actions shall be required or
taken,  in  any  country  other  than  the  United States of America in order to
perfect  the  security  interest granted hereunder in any Intellectual Property.
ARTICLE  V

Remedies
SECTION  5.01.     Remedies  upon  Default.  Upon  the occurrence and during the
continuance  of an Event of Default, each Grantor agrees to deliver each item of
Collateral  to  the  Collateral  Agent  on  demand,  and  it  is agreed that the
Collateral  Agent  shall  have  the  right  to  take any of or all the following
actions  at  the  same  or  different  times:  (a) with respect to any Article 9
Collateral consisting of Intellectual Property, on demand, to cause the Security
     Interest  to become an assignment, transfer and conveyance of any of or all
such Article 9 Collateral by the applicable Grantors to the Collateral Agent, or
to  license or sublicense, whether general, special or otherwise, and whether on
an exclusive or nonexclusive basis, any such Article 9 Collateral throughout the
world  on  such  terms and conditions and in such manner as the Collateral Agent
shall  determine  (other  than  in  violation  of  any  then-existing  licensing
arrangements  to  the  extent  that waivers cannot be obtained), and (b) with or
without  legal  process  and  with  or  without  prior  notice  or  demand  for
performance,  to  take  possession  of  the  Article  9  Collateral  and without
liability  for trespass to enter any premises where the Article 9 Collateral may
be  located  for  the  purpose of taking possession of or removing the Article 9
Collateral  and, generally, to exercise any and all rights afforded to a secured
party  under  the  Uniform  Commercial  Code  or  other applicable law.  Without
limiting  the  generality  of  the  foregoing,  each  Grantor  agrees  that  the
Collateral  Agent shall have the right, subject to the mandatory requirements of
applicable  law,  to  sell  or  otherwise  dispose  of  all  or  any part of the
Collateral  at  a  public  or  private  sale  or at any broker's board or on any
securities  exchange,  for  cash,  upon  credit  or  for  future delivery as the
Collateral  Agent  shall  deem  appropriate.  The  Collateral  Agent  shall  be
authorized at any such sale of securities (if it deems it advisable to do so) to
restrict the prospective bidders or purchasers to persons who will represent and
agree  that  they  are  purchasing  the  Collateral  for  their  own account for
investment  and  not  with  a view to the distribution or sale thereof, and upon
consummation  of  any  such  sale  the  Collateral Agent shall have the right to
assign,  transfer  and  deliver  to  the  purchaser  or  purchasers  thereof the
Collateral  so  sold.  Each  such  purchaser  at  any  such  sale shall hold the
property  sold  absolutely,  free  from  any  claim  or right on the part of any
Grantor,  and  each  Grantor  hereby waives (to the extent permitted by law) all
rights  of  redemption,  stay and appraisal which such Grantor now has or may at
any  time  in  the  future have under any rule of law or statute now existing or
hereafter  enacted.
     The  Collateral  Agent  shall give the applicable Grantors 10 days' written
notice  (which  each  Grantor  agrees is reasonable notice within the meaning of
Section  9-611  of the New York UCC or its equivalent in other jurisdictions) of
the  Collateral  Agent's intention to make any sale of Collateral.  Such notice,
in  the case of a public sale, shall state the time and place for such sale and,
in  the  case  of  a sale at a broker's board or on a securities exchange, shall
state  the  board  or  exchange  at which such sale is to be made and the day on
which the Collateral, or portion thereof, will first be offered for sale at such
board  or  exchange.  Any  such  public sale shall be held at such time or times
within  ordinary  business  hours  and at such place or places as the Collateral
Agent  may fix and state in the notice (if any) of such sale.  At any such sale,
the  Collateral,  or  portion  thereof,  to be sold may be sold in one lot as an
entirety  or  in  separate parcels, as the Collateral Agent may (in its sole and
absolute  discretion) determine.  The Collateral Agent shall not be obligated to
make  any  sale of any Collateral if it shall determine not to do so, regardless
of  the  fact that notice of sale of such Collateral shall have been given.  The
Collateral  Agent  may,  without  notice  or  publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by announcement
at the time and place fixed for sale, and such sale may, without further notice,
be  made  at the time and place to which the same was so adjourned.  In case any
sale  of  all  or  any  part  of  the Collateral is made on credit or for future
delivery,  the  Collateral so sold may be retained by the Collateral Agent until
the  sale  price  is  paid  by  the  purchaser  or  purchasers  thereof, but the
Collateral  Agent  shall  not  incur any liability in case any such purchaser or
purchasers shall fail to take up and pay for the Collateral so sold and, in case
of any such failure, such Collateral may be sold again upon like notice.  At any
public  (or, to the extent permitted by law, private) sale made pursuant to this
Section,  any  Secured  Party  may  bid  for  or  purchase,  free (to the extent
permitted  by law) from any right of redemption, stay, valuation or appraisal on
the  part  of any Grantor (all said rights being also hereby waived and released
to  the extent permitted by law), the Collateral or any part thereof offered for
sale  and  may  make  payment on account thereof by using any claim then due and
payable  to such Secured Party from any Grantor as a credit against the purchase
price, and such Secured Party may, upon compliance with the terms of sale, hold,
retain  and  dispose  of  such  property  without  further accountability to any
Grantor  therefor.  For  purposes  hereof,  a  written agreement to purchase the
Collateral  or  any  portion  thereof  shall  be  treated as a sale thereof; the
Collateral Agent shall be free to carry out such sale pursuant to such agreement
and  no Grantor shall be entitled to the return of the Collateral or any portion
thereof  subject  thereto,  notwithstanding  the  fact that after the Collateral
Agent shall have entered into such an agreement all Events of Default shall have
been remedied and the Obligations paid in full.  As an alternative to exercising
the  power of sale herein conferred upon it, the Collateral Agent may proceed by
a  suit or suits at law or in equity to foreclose this Agreement and to sell the
Collateral or any portion thereof pursuant to a judgment or decree of a court or
courts  having  competent  jurisdiction  or  pursuant  to  a  proceeding  by  a
court-appointed  receiver.  Any  sale pursuant to the provisions of this Section
5.01  shall  be  deemed  to  conform to the commercially reasonable standards as
provided  in  Section  9-610(b)  of  the New York UCC or its equivalent in other
jurisdictions.
SECTION 5.02.     Application of Proceeds.  The Collateral Agent shall apply the
     proceeds of any collection, sale, foreclosure or other realization upon any
Collateral,  including  any  Collateral  consisting  of  cash,  as  follows:
     FIRST,  to  the  payment  of  all  costs  and  expenses  incurred  by  the
Administrative  Agent  and/or  the  Collateral  Agent (in their capacity as such
hereunder  or under any other Loan Document) in connection with such collection,
sale, foreclosure or realization or otherwise in connection with this Agreement,
any other Loan Document or any of the Obligations, including all court costs and
the  fees  and  expenses  of  its agents and legal counsel, the repayment of all
advances  made by the Administrative Agent and/or the Collateral Agent hereunder
or under any other Loan Document on behalf of any Grantor and any other costs or
expenses  incurred  in  connection  with  the  exercise  of  any right or remedy
hereunder  or  under  any  other  Loan  Document;
SECOND,  to the payment in full of the Obligations (the amounts so applied to be
distributed among the Secured Parties pro rata in accordance with the amounts of
the  Obligations  owed  to  them  on  the  date  of  any such distribution); and
THIRD,  to the Grantors, their successors or assigns, or as a court of competent
jurisdiction  may  otherwise  direct.
The  Collateral  Agent  shall  have  absolute  discretion  as  to  the  time  of
application  of  any  such  proceeds, moneys or balances in accordance with this
Agreement.  Upon  any  sale  of  Collateral  by  the Collateral Agent (including
pursuant  to a power of sale granted by statute or under a judicial proceeding),
the  receipt of the purchase money by the Collateral Agent or the officer making
the  sale  shall be a sufficient discharge to the purchaser or purchasers of the
Collateral  so  sold  and such purchaser or purchasers shall not be obligated to
see  to  the  application  of  any  part  of the purchase money paid over to the
Collateral  Agent  or  such  officer  or  be  answerable  in  any  way  for  the
misapplication  thereof.
SECTION  5.03.     Grant  of  License  To  Use  Intellectual  Property.  For the
purpose  of  enabling the Collateral Agent to exercise rights and remedies under
this  Article at such time as the Collateral Agent shall be lawfully entitled to
exercise  such rights and remedies, each Grantor hereby grants to the Collateral
Agent  an  irrevocable (during the term of this Agreement), nonexclusive license
(exercisable  without  payment of royalty or other compensation to the Grantors)
to  use,  license  or  sublicense  any of the Article 9 Collateral consisting of
Intellectual  Property  now  owned  or  hereafter  acquired by such Grantor, and
wherever  the  same may be located, and including in such license (to the extent
not prohibited by an enforceable agreement with a party other than Holdings, the
     Borrower  or  any  Subsidiary  that  is permitted by Section 6.06(b) of the
Credit  Agreement) access to all media in which any of the licensed items may be
recorded  or  stored  and  to  all  computer  software and programs used for the
compilation  or  printout  thereof.  The  use  of such license by the Collateral
Agent  shall  be exercised, at the option of the Collateral Agent, only upon the
occurrence  and  during  the  continuation  of  an  Event  of Default; provided,
however,  that  any license, sublicense or other transaction entered into by the
Collateral  Agent  in  accordance  herewith  shall  be binding upon the Grantors
notwithstanding  any  subsequent  cure  of  an  Event  of  Default.
SECTION  5.04.     Securities Act, Etc.  In view of the position of the Grantors
in  relation  to  the  Pledged Collateral, or because of other current or future
circumstances,  a question may arise under the Securities Act of 1933, as now or
hereafter  in  effect,  or  any  similar  statute hereafter enacted analogous in
purpose or effect (such Act and any such similar statute as from time to time in
     effect  being  called  the  "Federal  Securities Laws") with respect to any
disposition  of  the  Pledged  Collateral  permitted  hereunder.  Each  Grantor
understands that compliance with the Federal Securities Laws might very strictly
limit the course of conduct of the Collateral Agent if the Collateral Agent were
to  attempt  to  dispose of all or any part of the Pledged Collateral, and might
also  limit the extent to which or the manner in which any subsequent transferee
of  any  Pledged  Collateral could dispose of the same.  Similarly, there may be
other  legal  restrictions  or limitations affecting the Collateral Agent in any
attempt  to  dispose  of  all or part of the Pledged Collateral under applicable
"blue sky"or other state securities laws or similar laws analogous in purpose or
effect.  Each  Grantor  recognizes  that  in  light  of  such  restrictions  and
limitations  the  Collateral  Agent may, with respect to any sale of the Pledged
Collateral, limit the purchasers to those who will agree, among other things, to
acquire  such  Pledged Collateral for their own account, for investment, and not
with  a  view  to the distribution or resale thereof.  Each Grantor acknowledges
and  agrees  that  in light of such restrictions and limitations, the Collateral
Agent,  in  its sole and absolute discretion (a) may proceed to make such a sale
whether  or  not  a  registration  statement for the purpose of registering such
Pledged  Collateral  or  part  thereof  shall  have been filed under the Federal
Securities  Laws  and  (b)  may  approach and negotiate with a limited number of
potential  purchasers  (including  a  single potential purchaser) to effect such
sale.  Each  Grantor  acknowledges and agrees that any such sale might result in
prices  and  other  terms  less favorable to the seller than if such sale were a
public  sale  without  such  restrictions.  In  the  event of any such sale, the
Collateral  Agent  shall incur no responsibility or liability for selling all or
any  part of the Pledged Collateral at a price that the Collateral Agent, in its
sole  and  absolute  discretion,  may  in  good  faith deem reasonable under the
circumstances, notwithstanding the possibility that a substantially higher price
might  have  been realized if the sale were deferred until after registration as
aforesaid or if more than a limited number of purchasers (or a single purchaser)
were approached.  The provisions of this Section 5.04 will apply notwithstanding
the  existence  of a public or private market upon which the quotations or sales
prices  may  exceed substantially the price at which the Collateral Agent sells.
ARTICLE  VI

Indemnity,  Subrogation  and  Subordination
SECTION  6.01.     Indemnity and Subrogation.  In addition to all such rights of
indemnity  and  subrogation as the Guarantors may have under applicable law (but
subject  to  Section  6.03), the Borrower agrees that (a) in the event a payment
shall  be  made  by  any  Guarantor  under  this  Agreement,  the Borrower shall
indemnify  such Guarantor for the full amount of such payment and such Guarantor
shall  be subrogated to the rights of the person to whom such payment shall have
been  made  to the extent of such payment and (b) in the event any assets of any
Guarantor  shall  be  sold  pursuant  to  this  Agreement  or any other Security
Document  to  satisfy  in  whole  or  in  part a claim of any Secured Party, the
Borrower shall indemnify such Guarantor in an amount equal to the greater of the
     book  value  or  the  fair  market  value  of  the  assets  so  sold.
SECTION 6.02.     Contribution and Subrogation.  Each Guarantor (a "Contributing
Guarantor")  agrees (subject to Section 6.03) that, in the event a payment shall
be  made by any other Guarantor hereunder in respect of any Obligation or assets
of  any  other  Guarantor  shall  be  sold  pursuant to any Security Document to
satisfy  any  Obligation owed to any Secured Party and such other Guarantor (the
"Claiming  Guarantor")  shall not have been fully indemnified by the Borrower as
provided  in  Section  6.01,  the  Contributing  Guarantor  shall  indemnify the
Claiming  Guarantor  in  an amount equal to the lesser of (i) the amount of such
payment  or  (ii) the greater of the book value or the fair market value of such
assets,  as  the case may be, in each case multiplied by a fraction of which the
numerator  shall  be  the  net  worth  of the Contributing Guarantor on the date
hereof  and  the  denominator  shall  be  the  aggregate  net  worth  of all the
Guarantors on the date hereof (or, in the case of any Guarantor becoming a party
hereto  pursuant to Section 7.16, the date of the Supplement hereto executed and
delivered  by such Guarantor).  Any Contributing Guarantor making any payment to
a  Claiming  Guarantor  pursuant to this Section 6.02 shall be subrogated to the
rights  of  such  Claiming  Guarantor  under  Section 6.01 to the extent of such
payment.
SECTION  6.03.     Subordination.  (a)  Notwithstanding  any  provision  of this
Agreement  to the contrary, all rights of the Guarantors under Sections 6.01 and
6.02  and  all  other  rights  of  indemnity,  contribution or subrogation under
applicable  law  or  otherwise  shall  be fully subordinated to the indefeasible
payment  in  full  in  cash  of  the Obligations.  No failure on the part of the
Borrower  or  any  Guarantor  to make the payments required by Sections 6.01 and
6.02 (or any other payments required under applicable law or otherwise) shall in
any  respect limit the obligations and liabilities of any Guarantor with respect
to  its  obligations  hereunder,  and each Guarantor shall remain liable for the
full  amount  of  the  obligations  of  such  Guarantor  hereunder.
(b)     The  Borrower  and each Guarantor hereby agree that all Indebtedness and
other  monetary  obligations  owed  by  it  to  Holdings,  the  Borrower  or any
Subsidiary  shall  be  fully subordinated to the indefeasible payment in full in
cash  of  the  Obligations.
ARTICLE  VII

Miscellaneous
SECTION  7.01.     Notices.  All  communications  and  notices  hereunder  shall
(except  as  otherwise  expressly  permitted  herein) be in writing and given as
provided  in  Section  9.01  of  the  Credit  Agreement.  All communications and
notices  hereunder  to  any Subsidiary Guarantor shall be given to it in care of
the  Borrower  as  provided  in  Section  9.01  of  the  Credit  Agreement.
SECTION  7.02.     Security  Interest  Absolute.  All  rights  of the Collateral
Agent  hereunder, the Security Interest, the grant of a security interest in the
Pledged  Collateral  and  all  obligations  of  each  Grantor hereunder shall be
absolute  and  unconditional  irrespective  of  (a)  any  lack  of  validity  or
enforceability  of  the Credit Agreement, any other Loan Document, any agreement
with  respect  to  any  of  the Obligations or any other agreement or instrument
relating to any of the foregoing, (b) any change in the time, manner or place of
     payment  of, or in any other term of, all or any of the Obligations, or any
other  amendment  or  waiver  of or any consent to any departure from the Credit
Agreement, any other Loan Document or any other agreement or instrument, (c) any
exchange,  release  or  non-perfection  of  any Lien on other collateral, or any
release  or  amendment  or  waiver  of  or  consent  under or departure from any
guarantee,  securing  or  guaranteeing all or any of the Obligations, or (d) any
other  circumstance that might otherwise constitute a defense available to, or a
discharge  of,  any  Grantor  in  respect  of the Obligations or this Agreement.
SECTION  7.03.     Survival  of  Agreement.  All  covenants,  agreements,
representations and warranties made by the Grantors in this Agreement and in the
certificates  or  other  instruments prepared or delivered in connection with or
pursuant  to  this Agreement shall be considered to have been relied upon by the
other  parties  hereto  and  shall  survive  the  execution and delivery of this
Agreement,  regardless  of  any investigation made by any such other party or on
its  behalf  and  notwithstanding that the Collateral Agent, any Issuing Bank or
any  Lender  may  have  had  notice  or  knowledge  of  any Default or incorrect
representation  or  warranty at the time any credit is extended under the Credit
Agreement,  and shall continue in full force and effect as long as the principal
of  or  any  accrued interest on any Loan or any Fee or any other amount payable
under  any  Loan  Document  is outstanding and unpaid or any Letter of Credit is
outstanding  (unless such Letter of Credit has been cash collateralized on terms
satisfactory to the Administrative Agent or is supported by a Backstop Letter of
Credit)  and  so  long  as  the  Commitments  have  not  expired  or terminated.
SECTION  7.04.     Binding  Effect;  Several  Agreement.  This  Agreement  shall
become  effective  as  to  any  Loan Party when a counterpart hereof executed on
behalf  of such Loan Party shall have been delivered to the Collateral Agent and
a counterpart hereof shall have been executed on behalf of the Collateral Agent,
and  thereafter  shall  be binding upon such Loan Party and the Collateral Agent
and  their  respective  permitted successors and assigns, and shall inure to the
benefit  of  such Loan Party, the Collateral Agent and the other Secured Parties
and  their  respective  successors  and assigns, except that no Loan Party shall
have  the right to assign or transfer its rights or obligations hereunder or any
interest  herein or in the Collateral (and any such assignment or transfer shall
be  void)  except  as  expressly  contemplated  by  this Agreement or the Credit
Agreement.  This  Agreement  shall  be  construed  as  a separate agreement with
respect to each Loan Party and may be amended, modified, supplemented, waived or
released  with  respect to any Loan Party without the approval of any other Loan
Party  and  without affecting the obligations of any other Loan Party hereunder.
SECTION 7.05.     Successors and Assigns.  Whenever in this Agreement any of the
     parties  hereto  is  referred to, such reference shall be deemed to include
the  permitted successors and assigns of such party; and all covenants, promises
and  agreements  by  or  on behalf of any Grantor or Guarantor or the Collateral
Agent  that  are contained in this Agreement shall bind and inure to the benefit
of  their  respective  successors  and  assigns.
SECTION  7.06.     Collateral  Agent's  Fees and Expenses; Indemnification.  (a)
The  parties  hereto  agree  that  the  Collateral  Agent  shall  be entitled to
reimbursement  of  its  reasonable  expenses  incurred  hereunder as provided in
Section  9.05  of  the  Credit  Agreement.
(b)     Without  limitation  of  its indemnification obligations under the other
Loan  Documents, each Guarantor and each Grantor jointly and severally agrees to
indemnify  the Collateral Agent and the other Indemnitees against, and hold each
Indemnitee  harmless  from, any and all losses, claims, damages, liabilities and
related  out-of-pocket  expenses,  including  the  reasonable  fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against
     any  Indemnitee  arising  out of, in any way connected with, or as a result
of, the execution, delivery or performance of this Agreement or any agreement or
instrument  contemplated  hereby  or  any  claim,  litigation,  investigation or
proceeding relating to any of the foregoing or to the Collateral, whether or not
any  Indemnitee is a party thereto; provided, however, that such indemnity shall
not,  as to any Indemnitee, be available to the extent that such losses, claims,
damages,  liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence  or  wilful  misconduct  of  such  Indemnitee.
(c)     Any  such  amounts  payable  as  provided  hereunder shall be additional
Obligations  secured  hereby and by the other Security Documents. The provisions
of  this  Section  7.06  shall  remain  operative  and  in full force and effect
regardless  of the termination of this Agreement or any other Loan Document, the
consummation  of  the  transactions contemplated hereby, the repayment of any of
the  Obligations, the invalidity or unenforceability of any term or provision of
this  Agreement  or  any other Loan Document, or any investigation made by or on
behalf  of  the  Collateral  Agent  or any other Secured Party.  All amounts due
under  this  Section  7.06 shall be payable on written demand therefor and shall
bear  interest at the rate specified in Section 2.06(a) of the Credit Agreement.
SECTION  7.07.     Collateral  Agent  Appointed  Attorney-in-Fact.  Each Grantor
hereby appoints the Collateral Agent as the attorney-in-fact of such Grantor for
     the purpose of carrying out the provisions of this Agreement and taking any
action and executing any instrument that the Collateral Agent may deem necessary
or advisable to accomplish the purposes hereof, which appointment is irrevocable
and  coupled with an interest. Without limiting the generality of the foregoing,
the  Collateral  Agent  shall have the right, upon the occurrence and during the
continuance  of  an  Event of Default, with full power of substitution either in
the  Collateral  Agent's  name  or  in  the name of such Grantor (a) to receive,
endorse,  assign  and/or deliver any and all notes, acceptances, checks, drafts,
money  orders  or  other  evidences of payment relating to the Collateral or any
part  thereof,  (b) to demand, collect, receive payment of, give receipt for and
give  discharges  and  releases of all or any of the Collateral, (c) to sign the
name  of  any  Grantor  on  any invoice or bill of lading relating to any of the
Collateral,  (d)  to  send  verifications  of Accounts Receivable to any Account
Debtor,  (e) to commence and prosecute any and all suits, actions or proceedings
at  law  or  in  equity  in  any  court  of competent jurisdiction to collect or
otherwise  realize  on  all or any of the Collateral or to enforce any rights in
respect of any Collateral, (f) to settle, compromise, compound, adjust or defend
any  actions, suits or proceedings relating to all or any of the Collateral, (g)
to  notify, or to require any Grantor to notify, Account Debtors to make payment
directly  to  the  Collateral  Agent,  and  (h)  to use, sell, assign, transfer,
pledge,  make any agreement with respect to or otherwise deal with all or any of
the  Collateral,  and to do all other acts and things necessary to carry out the
purposes  of  this  Agreement,  as fully and completely as though the Collateral
Agent  were  the  absolute  owner  of the Collateral for all purposes; provided,
however,  that  nothing  herein  contained  shall  be  construed as requiring or
obligating the Collateral Agent to make any commitment or to make any inquiry as
to the nature or sufficiency of any payment received by the Collateral Agent, or
to  present  or  file any claim or notice, or to take any action with respect to
the Collateral or any part thereof or the moneys due or to become due in respect
thereof  or  any  property  covered  thereby. The Collateral Agent and the other
Secured  Parties  shall  be  accountable only for amounts actually received as a
result  of  the  exercise of the powers granted to them herein, and neither they
nor  their  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  wilful  misconduct.
SECTION  7.08.     Applicable  Law.  THIS  AGREEMENT  SHALL  BE  CONSTRUED  IN
ACCORDANCE  WITH  AND  GOVERNED  BY  THE  LAWS  OF  THE  STATE  OF  NEW  YORK.
SECTION  7.09.     Waivers;  Amendment.  (a)  No  failure  or  delay  by  the
Collateral  Agent,  the  Administrative Agent, any Issuing Bank or any Lender in
exercising  any  right or power hereunder or under any other Loan Document shall
operate  as a waiver hereof or thereof, nor shall any single or partial exercise
of  any  such  right  or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the  exercise  of  any  other  right  or  power.  The rights and remedies of the
Collateral  Agent,  the  Administrative  Agent, the Issuing Bank and the Lenders
hereunder  and  under  the  other  Loan  Documents  are  cumulative  and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of any Loan Document or consent to any departure by any Loan Party
therefrom  shall in any event be effective unless the same shall be permitted by
paragraph  (b)  of  this  Section,  and  then  such  waiver  or consent shall be
effective  only  in  the  specific instance and for the purpose for which given.
Without  limiting  the  generality  of  the  foregoing,  the making of a Loan or
issuance  of  a  Letter  of  Credit  shall  not  be construed as a waiver of any
Default,  regardless  of whether the Collateral Agent, any Lender or any Issuing
Bank  may have had notice or knowledge of such Default at the time. No notice or
demand  on  any Loan Party in any case shall entitle any Loan Party to any other
or  further  notice  or  demand  in  similar  or  other  circumstances.
(b)     Neither  this  Agreement nor any provision hereof may be waived, amended
or  modified  except  pursuant  to an agreement or agreements in writing entered
into  by the Collateral Agent and the Loan Party or Loan Parties with respect to
which such waiver, amendment or modification is to apply, subject to any consent
     required  in  accordance  with  Section  9.08  of  the  Credit  Agreement.
SECTION 7.10.     WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE
     FULLEST  EXTENT  PERMITTED  BY  APPLICABLE  LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL  BY  JURY  IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF,  UNDER  OR  IN  CONNECTION  WITH  THIS  AGREEMENT  OR  ANY OF THE OTHER LOAN
DOCUMENTS.  EACH  PARTY  HERETO  (A)  CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY  OF  ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER  AND  (B)  ACKNOWLEDGES  THAT  IT  AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED  TO  ENTER  INTO  THIS  AGREEMENT  AND  THE  OTHER  LOAN  DOCUMENTS,  AS
APPLICABLE,  BY,  AMONG  OTHER  THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS  SECTION  7.10.
SECTION  7.11.     Severability.  In the event any one or more of the provisions
contained  in  this  Agreement  or  in  any  other  Loan Document should be held
invalid,  illegal  or  unenforceable  in any respect, the validity, legality and
enforceability  of  the  remaining provisions contained herein and therein shall
not  in  any  way  be affected or impaired thereby (it being understood that the
invalidity  of  a particular provision in a particular jurisdiction shall not in
and  of itself affect the validity of such provision in any other jurisdiction).
     The  parties  shall  endeavor  in  good-faith  negotiations  to replace the
invalid,  illegal or unenforceable provisions with valid provisions the economic
effect  of  which  comes as close as possible to that of the invalid, illegal or
unenforceable  provisions.
SECTION 7.12.      Counterparts.  This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute  an  original but all of which when taken together shall constitute a
single  contract,  and  shall  become  effective  as  provided  in Section 7.04.
Delivery  of  an  executed  signature  page  to  this  Agreement  by  facsimile
transmission  shall be as effective as delivery of a manually signed counterpart
of  this  Agreement.
SECTION  7.13.     Headings.  Article  and  Section  headings  and  the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement  and  are  not  to  affect  the  construction  of, or to be taken into
consideration  in  interpreting,  this  Agreement.
SECTION 7.14.     Jurisdiction; Consent to Service of Process.  (a)  Each of the
Loan  Parties hereby irrevocably and unconditionally submits, for itself and its
property,  to  the  nonexclusive  jurisdiction  of  any  New York State court or
Federal court of the United States of America, sitting in New York City, and any
appellate  court from any thereof, in any action or proceeding arising out of or
relating  to  this  Agreement  or any other Loan Document, or for recognition or
enforcement of any judgment, and each of the Loan Parties hereby irrevocably and
unconditionally  agrees  that  all  claims  in  respect  of  any  such action or
proceeding  may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court.  Each of the Loan Parties 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.  Nothing  in  this Agreement or any other Loan Document shall
affect  any  right  that  the  Collateral  Agent,  the Administrative Agent, any
Issuing  Bank or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement or any other Loan Document against any Loan Party, or
its  properties,  in  the  courts  of  any  jurisdiction.
(b)     Each  of the Loan Parties hereby irrevocably and unconditionally waives,
to  the fullest extent it may legally and effectively do so, any objection which
it  may  now  or  hereafter  have  to the laying of venue of any suit, action or
proceeding  arising  out  of  or  relating  to  this Agreement or any other Loan
Document in any court referred to in paragraph (a) of this Section.  Each of the
     Loan  Parties hereby irrevocably waives, to the fullest extent permitted by
law,  the  defense of an inconvenient forum to the maintenance of such action or
proceeding  in  any  such  court.
(c)     Each  of  the  Loan  Parties  hereby  irrevocably consents to service of
process  in  the  manner  provided for notices in Section 7.01.  Nothing in this
Agreement  or  any  other  Loan Document will affect the right of the Collateral
Agent  to  serve  process  in  any  other  manner  permitted  by  law.
SECTION  7.15.     Termination or Release.  (a)  This Agreement, the Guarantees,
the  Security  Interest,  the  pledge  of  the  Pledged Collateral and all other
security  interests  granted  hereby  shall terminate when all the Loan Document
Obligations  (other than wholly contingent indemnification obligations) then due
and  owing  have been paid in full and the Lenders have no further commitment to
lend  under  the  Credit Agreement, no Letters of Credit are outstanding (unless
such  Letter of Credit has been cash collateralized on terms satisfactory to the
Administrative  Agent  or  is  supported by a Backstop Letter of Credit) and the
Issuing  Bank  has  no  further obligations to issue Letters of Credit under the
Credit  Agreement.
(b)     A  Subsidiary  Guarantor  shall  automatically  be  released  from  its
obligations  hereunder  and  the  Security  Interest  in  the Collateral of such
Subsidiary  Guarantor  shall  be automatically released upon the consummation of
any  transaction  permitted  by  the  Credit Agreement as a result of which such
Subsidiary  Guarantor  ceases  to  be  a  Subsidiary.
(c)     Upon any sale or other transfer by any Grantor of any Collateral that is
     permitted under the Credit Agreement to any person that is not the Borrower
or a Guarantor, or, upon the effectiveness of any written consent to the release
of  the  security  interest granted hereby in any Collateral pursuant to Section
9.08  of the Credit Agreement, the security interest in such Collateral shall be
automatically  released.
(d)     In connection with any termination or release pursuant to paragraph (a),
(b) or (c) above, the Collateral Agent shall execute and deliver to any Grantor,
at  such  Grantor's  expense,  all  documents that such Grantor shall reasonably
request  to evidence such termination or release.  Any execution and delivery of
documents  pursuant  to  this  Section  7.15  shall  be  without  recourse to or
representation  or  warranty  by  the  Collateral  Agent  or  any Secured Party.
Without  limiting  the  provisions of Section 7.06, the Borrower shall reimburse
the  Collateral  Agent  upon  demand  for  all costs and out-of-pocket expenses,
including  the  fees,  charges  and  disbursements of counsel, incurred by it in
connection  with  any  action  contemplated  by  this  Section.
SECTION  7.16.     Additional  Subsidiaries.  Pursuant  to  Section  5.09 of the
Credit Agreement, each subsequently acquired or organized Domestic Subsidiary is
     required  to  enter  into  this  Agreement  as  a Subsidiary Guarantor upon
becoming such a Subsidiary.  Upon execution and delivery by the Collateral Agent
and a Domestic Subsidiary of an instrument in the form of Exhibit A hereto, such
Domestic  Subsidiary shall become a Subsidiary Guarantor hereunder with the same
force  and  effect as if originally named as a Subsidiary Guarantor herein.  The
execution  and  delivery of any such instrument shall not require the consent of
any  other  Loan Party hereunder.  The rights and obligations of each Loan Party
hereunder  shall remain in full force and effect notwithstanding the addition of
any  new  Loan  Party  as  a  party  to  this  Agreement.
SECTION  7.17.     Right  of Setoff.  If an Event of Default shall have occurred
and  be  continuing, each Lender and each of its Affiliates is hereby authorized
at  any  time  and from time to time, to the fullest extent permitted by law, to
set  off  and  apply  any  and all deposits (general or special, time or demand,
provisional  or  final) at any time held and other obligations at any time owing
by  such  Lender or Affiliate to or for the credit or the account of any Grantor
against any and all of the obligations of such Grantor now or hereafter existing
     under  this  Agreement  held by such Lender, irrespective of whether or not
such  Lender  shall  have made any demand under this Agreement and although such
obligations  may  be unmatured. The rights of each Lender under this Section are
in  addition  to  other  rights  and remedies (including other rights of setoff)
which  such  Lender  may  have.

<PAGE>
IN  WITNESS  WHEREOF, the parties hereto have duly executed this Agreement as of
the  day  and  year  first  above  written.
CCC  INFORMATION  SERVICES  INC.
================================
by

     Name:
     -----
     Title:


CCC  INFORMATION  SERVICES  GROUP  INC.
by

     Name:
     -----
     Title:


EACH  OF  THE  SUBSIDIARIES
LISTED  ON  SCHEDULE  I  HERETO
by

     Name:
     -----
     Title:


CREDIT  SUISSE  FIRST  BOSTON,  acting  through  its  Cayman  Islands Branch, as
Collateral  Agent,
by

     Name:
     -----
     Title:

by  ______________________________
     Name:
     Title:

<PAGE>
                                                                   Schedule I to
                                                               the Guarantee and
                                                            Collateral Agreement


[[NYCORP:2417984v4:4332W:10/19/04--04:31  p]]
                              SUBSIDIARY GUARANTORS

<PAGE>
                                                                  Schedule II to
                                                               the Guarantee and
                                                            Collateral Agreement


                                  CAPITAL STOCK
                                           Number and
                 Number of     Registered     Class of     Percentage
  Issuer     Certificate     Owner     Equity Interest     of Equity Interests
  ------     -----------     -----     ---------------     -------------------






                                 DEBT SECURITIES
                                         Principal
      Issuer     In Favor of     Amount     Date of Note     Maturity Date
      ------     -----------     ------     ------------     -------------






<PAGE>
                                                                 Schedule III to
                                                               the Guarantee and
                                                            Collateral Agreement

                                                                 Schedule III to
                                                               the Guarantee and
                                                            Collateral Agreement


                      COPYRIGHTS OWNED BY [NAME OF GRANTOR]
[Make  a  separate  page  of  Schedule  III  for  each  Grantor  and state if no
copyrights  are  owned.  List  in  numerical  order  by  Registration  No.]
                          U.S. Copyright Registrations
                          Title     Reg. No.     Author
                          -----     --------     ------






              Pending U.S. Copyright Applications for Registration
                    Title     Author     Class     Date Filed
                    -----     ------     -----     ----------






                        Non-U.S. Copyright Registrations
[List  in  alphabetical  order  by  country/numerical  order by Registration No.
within  each  country]
                    Country     Title     Reg. No.     Author
                    -------     -----     --------     ------






            Non-U.S. Pending Copyright Applications for Registration
[List  in  alphabetical  order  by  country.]
              Country     Title     Author     Class     Date Filed
              -------     -----     ------     -----     ----------






<PAGE>

                                    LICENSES
[Make a separate page of Schedule III for each Grantor, and state if any Grantor
is  not  a  party  to  a  license/sublicense.]
I.  Licenses/Sublicenses  of  [Name  of  Grantor]  as  Licensor  on  Date Hereof
A.  Copyrights
[List  U.S.  copyrights  in  numerical  order by Registration No.  List non-U.S.
copyrights  by  country in alphabetical order with Registration Nos. within each
country  in  numerical  order.]
                                 U.S. Copyrights
                                         Title of
                   Licensee Name     Date of License/     U.S.
        and Address     Sublicense     Copyright     Author     Reg. No.
        -----------     ----------     ---------     ------     --------






                               Non-U.S. Copyrights
                                   Date of     Title of
                       Licensee Name     License/     Non-U.S.
 Country     and Address     Sublicensee     Copyrights     Author     Reg. No.
 -------     -----------     -----------     ----------     ------     --------







<PAGE>
B.  Patents
[List  U.S.  patent  nos.  and  U.S. patent application nos. in numerical order.
List  non-U.S.  patent  nos.  and  non-U.S. application in alphabetical order by
country,  with
numbers  within  each  country  in  numerical  order.]
                                  U.S. Patents
                       Licensee Name     Date of License/
            and Address     Sublicense     Issue Date     Patent No.
            -----------     ----------     ----------     ----------






                            U.S. Patent Applications
                       Licensee Name     Date of License/
          and address     Sublicense     Date Filed     Application No.
          -----------     ----------     ----------     ---------------






                                Non-U.S. Patents
              Licensee Name     Date of License/     Issue     Non-U.S.
         Country     and Address     Sublicense     Date     Patent No.
         -------     -----------     ----------     ----     ----------






                          Non-U.S. Patent Applications
             Licensee Name     Date of License/     Date     Application
            Country     and Address     Sublicense     Filed     No.
            -------     -----------     ----------     -----     ---







<PAGE>
C.  Trademarks
[List  U.S.  trademark  nos.  and  U.S.  trademark application nos. in numerical
order.  List  non-U.S.  trademark  nos.  and  non-U.S.  application  nos.  with
trademark  nos.  within  each  country  in  numerical  order.]
                                 U.S. Trademarks
                       Licensee Name     Date of License/
       and Address     Sublicense     U.S. Mark     Reg. Date     Reg. No.
       -----------     ----------     ---------     ---------     --------






                           U.S. Trademark Applications

          Licensee Name     Date of License/               Application
         and Address     Sublicense     U.S. Mark     Date Filed     No.
         -----------     ----------     ---------     ----------     ---




                               Non-U.S. Trademarks
                   Licensee Name     Date of License/     Non-U.S.
   Country     and Address     Sublicense     Mark     Reg. Date     Reg. No.
   -------     -----------     ----------     ----     ---------     --------




                         Non-U.S. Trademark Applications
       Licensee Name     Date of License/     Non-U.S.     Date     Application
        Country     and Address     Sublicense     Mark     Filed     No.
        -------     -----------     ----------     ----     -----     ---




D.  Others
                 Licensee Name     Date of License/     Subject
                      and Address     Sublicense     Matter
                      -----------     ----------     ------





<PAGE>
II.  Licenses/Sublicenses  of  [Name  of  Grantor]  as  Licensee  on Date Hereof
A.  Copyrights
[List  U.S.  copyrights  in  numerical  order by Registration No.  List non-U.S.
copyrights  by country in alphabetical order, with Registration Nos. within each
country  in  numerical  order.]
                                 U.S. Copyrights
               Licensor Name and     Date of License/     Title of
        Address     Sublicense     U.S. Copyright     Author     Reg. No.
        -------     ----------     --------------     ------     --------






                               Non-U.S. Copyrights
                                   Date of     Title of
                       Licensor Name     License/     Non-U.S.
 Country     and Address     Sublicensee     Copyrights     Author     Reg. No.
 -------     -----------     -----------     ----------     ------     --------







<PAGE>
B.  Patents
[List  U.S.  patent  nos.  and  U.S. patent application nos. in numerical order.
List non-U.S. patent nos. and non-U.S. application nos. in alphabetical order by
country  with  patent  nos.  within  each  country  in  numerical  order.]
                                  U.S. Patents
                                       Date of
                           Licensor Name     License/
            and Address     Sublicense     Issue Date     Patent No.
            -----------     ----------     ----------     ----------






                            U.S. Patent Applications
                       Licensor Name     Date of License/
          and Address     Sublicense     Date Filed     Application No.
          -----------     ----------     ----------     ---------------






                                Non-U.S. Patents
              Licensor Name     Date of License/     Issue     Non-U.S.
         Country     and Address     Sublicense     Date     Patent No.
         -------     -----------     ----------     ----     ----------






                          Non-U.S. Patent Applications
             Licensor Name     Date of License/     Date     Application
            Country     and Address     Sublicense     Filed     No.
            -------     -----------     ----------     -----     ---







<PAGE>
C.  Trademarks
[List  U.S.  trademark  nos.  and  U.S.  trademark application nos. in numerical
order.  List  non-U.S.  trademark  nos.  and  non-U.S.  application  nos.  with
trademark  nos.  within  each  country  in  numerical  order.]
                                 U.S. Trademarks
                       Licensor Name     Date of License/
       and Address     Sublicense     U.S. Mark     Reg. Date     Reg. No.
       -----------     ----------     ---------     ---------     --------




                           U.S. Trademark Applications
        Licensor Name     Date of License/          Date     Application
           and Address     Sublicense     U.S. Mark     Filed     No.
           -----------     ----------     ---------     -----     ---




                               Non-U.S. Trademarks
                   Licensor Name     Date of License/     Non-U.S.
   Country     and Address     Sublicense     Mark     Reg. Date     Reg. No.
   -------     -----------     ----------     ----     ---------     --------




                         Non-U.S. Trademark Applications
       Licensor Name     Date of License/     Non-U.S.     Date     Application
        Country     and Address     Sublicense     Mark     Filed     No.
        -------     -----------     ----------     ----     -----     ---




D.  Others
                                   Date of License/
           Licensor Name and Address     Sublicense     Subject Matter
           -------------------------     ----------     --------------





<PAGE>
                       PATENTS OWNED BY [NAME OF GRANTOR]
[Make  a  separate page of Schedule III for each Grantor and state if no patents
are  owned.  List  in  numerical  order  by  Patent  No./Patent Application No.]
                            U.S. Patent Registrations
                          Patent Numbers     Issue Date
                          --------------     ----------






                            U.S. Patent Applications
                     Patent Application No.     Filing Date
                     ----------------------     -----------






                          Non-U.S. Patent Registrations
[List in alphabetical order by country/numerical order by Patent No. within each
country]
                      Country     Issue Date     Patent No.
                      -------     ----------     ----------






                          Non-U.S. Patent Registrations
[List in alphabetical order by country/numerical order by Application No. within
each  country]
               Country     Filing Date     Patent Application No.
               -------     -----------     ----------------------





                TRADEMARKS/TRADE NAMES OWNED BY [NAME OF GRANTOR]
[Make  a  separate  page  of  Schedule  III  for  each  Grantor  and state if no
trademarks/trade  names  are  owned.  List  in  numerical  order  by  trademark
registration/application  no.]
                          U.S. Trademark Registrations
                         Mark     Reg. Date     Reg. No.
                         ----     ---------     --------






                           U.S. Trademark Applications
                    Mark     Filing Date     Application No.
                    ----     -----------     ---------------






                          State Trademark Registrations
[List  in  alphabetical  order  by state/numerical order by trademark no. within
each  state]
               State     Mark     Filing Date     Application No.
               -----     ----     -----------     ---------------






                        Non-U.S. Trademark Registrations
[List  in  alphabetical order by country/numerical order by trademark no. within
each  country]
                   Country     Mark     Reg. Date     Reg. No.
                   -------     ----     ---------     --------





                         Non-U.S. Trademark Applications
[List  in  alphabetical  order  by  country/numerical  order by application no.]
            Country     Mark     Application Date     Application No.
            -------     ----     ----------------     ---------------






                                   Trade Names
                     Country(ies) Where Used     Trade Names
                     -----------------------     -----------






<PAGE>
                                                                               3
                                                                Exhibit A to the
                                                                   Guarantee and
                                                            Collateral Agreement


     SUPPLEMENT  NO.  __ dated as of , to the Guarantee and Collateral Agreement
dated  as  of  August  20, 2004, among CCC INFORMATION SERVICES INC., a Delaware
corporation  (the  "Borrower"),  CCC INFORMATION SERVICES GROUP INC., a Delaware
corporation  ("Holdings"),  each subsidiary of the Borrower listed on Schedule I
thereto  (each  such  subsidiary  individually  a  "Subsidiary  Guarantor"  and
collectively,  the  "Subsidiary Guarantors"; the Subsidiary Guarantors, Holdings
and  the  Borrower  are  referred  to collectively herein as the "Grantors") and
CREDIT  SUISSE FIRST BOSTON ("CSFB"), as Collateral Agent (in such capacity, the
"Collateral  Agent")  for  the  Secured  Parties  (as  defined  herein).
     A.  Reference  is  made to the Credit Agreement dated as of August 20, 2004
(as  amended,  supplemented or otherwise modified from time to time, the "Credit
Agreement"),  among  the Borrower, Holdings, the lenders from time to time party
thereto (the "Lenders") and CSFB, as administrative agent (in such capacity, the
"Administrative  Agent")  and  as  Collateral  Agent.
     B.  Capitalized  terms  used  herein and not otherwise defined herein shall
have  the  meanings  assigned  to  such  terms  in  the  Credit Agreement or the
Guarantee  and  Collateral  Agreement  referred  to  therein,  as  applicable.
C.  The  Grantors  have  entered  into the Guarantee and Collateral Agreement in
order  to induce the Lenders to make Loans and the Issuing Bank to issue Letters
of Credit.  Section 7.16 of the Guarantee and Collateral Agreement provides that
additional  Domestic  Subsidiaries  of  the  Borrower  may  become  Subsidiary
Guarantors  and  Grantors  under  the  Guarantee  and  Collateral  Agreement  by
execution  and  delivery  of  an instrument in the form of this Supplement.  The
undersigned  Subsidiary  (the  "New Subsidiary") is executing this Supplement in
accordance  with the requirements of the Credit Agreement to become a Subsidiary
Guarantor  and  Grantor under the Guarantee and Collateral Agreement in order to
induce  the  Lenders  to  make  additional  Loans  and the Issuing Bank to issue
additional  Letters of Credit and as consideration for Loans previously made and
Letters  of  Credit  previously  issued.
     Accordingly,  the Collateral Agent and the New Subsidiary agree as follows:
     SECTION 1.  In accordance with Section 7.16 of the Guarantee and Collateral
Agreement,  the  New  Subsidiary  by  its  signature below becomes a Grantor and
Guarantor  under  the Guarantee and Collateral Agreement with the same force and
effect  as  if  originally  named therein as a Grantor and Guarantor and the New
Subsidiary  hereby  (a)  agrees to all the terms and provisions of the Guarantee
and  Collateral Agreement applicable to it as a Grantor and Guarantor thereunder
and  (b) represents and warrants that the representations and warranties made by
it  as  a Grantor and Guarantor thereunder are true and correct on and as of the
date  hereof.  In  furtherance of the foregoing, the New Subsidiary, as security
for  the  payment  and performance in full of the Obligations (as defined in the
Guarantee  and  Collateral  Agreement),  does  hereby  create  and  grant to the
Collateral  Agent,  its  successors  and assigns, for the benefit of the Secured
Parties, their successors and assigns, a security interest in and lien on all of
the  New  Subsidiary's  right,  title  and interest in and to the Collateral (as
defined  in the Guarantee and Collateral Agreement) of the New Subsidiary.  Each
reference  to  a  "Guarantor"  or  "Grantor"  in  the  Guarantee  and Collateral
Agreement  shall  be  deemed  to  include the New Subsidiary.  The Guarantee and
Collateral  Agreement  is  hereby  incorporated  herein  by  reference.
     SECTION  2.  The  New  Subsidiary represents and warrants to the Collateral
Agent  and  the  other  Secured  Parties  that  this  Supplement  has  been duly
authorized,  executed  and  delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms, subject
to  (i)  the  effects  of  bankruptcy,  insolvency,  moratorium, reorganization,
fraudulent  conveyance  or  other  similar  laws  affecting  creditors'  rights
generally,  (ii)  general  principles  of  equity  (regardless  of  whether such
enforceability  is  considered  in  a  proceeding in equity or at law) and (iii)
implied  covenants  of  good  faith  and  fair  dealing.
SECTION  3.  This  Supplement  may be executed in counterparts (and by different
parties  hereto  on  different  counterparts), each of which shall constitute an
original,  but  all  of  which  when  taken  together  shall constitute a single
contract. This Supplement shall become effective when the Collateral Agent shall
have  received  counterparts  of this Supplement that, when taken together, bear
the  signatures  of the New Subsidiary and the Collateral Agent.  Delivery of an
executed signature page to this Supplement by facsimile transmission shall be as
effective  as  delivery  of  a  manually  signed counterpart of this Supplement.
SECTION  4.  The  New Subsidiary hereby represents and warrants that (a) if this
Agreement  is  executed  and  delivered  prior  to January 1, 2007, set forth on
Schedule I attached hereto is a true and correct schedule of the location of any
and  all Collateral of the New Subsidiary, (b) set forth on Schedule I hereto is
a  true  and  correct  schedule  of  all the Pledged Securities and Intellectual
Property  of the New Subsidiary and (c) set forth under its signature hereto, is
the  true  and  correct  legal  name  of the New Subsidiary, its jurisdiction of
formation  and  the  location  of  its  chief  executive  office.
SECTION  5.  Except  as  expressly  supplemented  hereby,  the  Guarantee  and
Collateral  Agreement  shall  remain  in  full  force  and  effect.
     SECTION  6.  THIS  SUPPLEMENT  SHALL  BE  GOVERNED  BY,  AND  CONSTRUED  IN
ACCORDANCE  WITH,  THE  LAWS  OF  THE  STATE  OF  NEW  YORK.
     SECTION  7.  In  case  any  one or more of the provisions contained in this
Supplement  should be held invalid, illegal or unenforceable in any respect, the
validity,  legality  and  enforceability  of  the remaining provisions contained
herein  and  in  the  Guarantee and Collateral Agreement shall not in any way be
affected  or  impaired  thereby  (it  being  understood that the invalidity of a
particular  provision  in  a  particular jurisdiction shall not in and of itself
affect  the  validity  of such provision in any other jurisdiction). The parties
hereto shall endeavor in good-faith negotiations to replace the invalid, illegal
or  unenforceable  provisions with valid provisions the economic effect of which
comes  as  close  as  possible  to that of the invalid, illegal or unenforceable
provisions.
     SECTION  8.  All  communications  and notices hereunder shall be in writing
and given as provided in Section 7.01 of the Guarantee and Collateral Agreement.
SECTION  9.  The New Subsidiary agrees to reimburse the Collateral Agent for its
reasonable  out-of-pocket expenses in connection with this Supplement, including
the  reasonable  fees,  other  charges  and  disbursements  of  counsel  for the
Collateral  Agent.
     IN  WITNESS  WHEREOF, the New Subsidiary and the Collateral Agent have duly
executed this Supplement to the Guarantee and Collateral Agreement as of the day
and  year  first  above  written.
[NAME  OF  NEW  SUBSIDIARY]
by

     Name:
     -----
     Title:

     Address:
     Legal  Name:
     Jurisdiction  of  Formation:
     Location  of  Chief  Executive  office:


CREDIT  SUISSE  FIRST  BOSTON,  acting  through  its  Cayman  Islands  Branch,
as  Collateral  Agent
by  ______________________________
     Name:
     Title:

by  ______________________________
     Name:
     Title:

<PAGE>
                                                                              33
                                                                      Schedule I
                                                 to the Supplement No. __ to the
                                                                   Guarantee and
                                                            Collateral Agreement
                             LOCATION OF COLLATERAL
                            Description     Location
                            -----------     --------






                                  CAPITAL STOCK
                                           Number and
                 Number of     Registered     Class of     Percentage
  Issuer     Certificate     Owner     Equity Interests     of Equity Interests
  ------     -----------     -----     ----------------     -------------------






                                 DEBT SECURITIES
                                         Principal
      Issuer     In Favor of     Amount     Date of Note     Maturity Date
      ------     -----------     ------     ------------     -------------






                              INTELLECTUAL PROPERTY